Common use of Scope of Supplemental Indenture; General Clause in Contracts

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8% Senior Notes due 2009." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the NotesBonds, which shall initially be limited in aggregate principal amount of $30,000,000, which amount may be increased pursuant to $400,000,000 an Officers’ Certificate (as defined in one or more series, the Indenture) in accordance with this Supplemental Indenture and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8“SERIES 2010A; 7% Senior Notes due 2009." PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020” (The Notes Bonds shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes). In the event that the Company Bond Issuer shall issue and the Trustee shall authenticate any Notes Bonds issued under this Supplemental Indenture subsequent to the Issue Date (as defined below) (such NotesBonds, "“Additional Securities"”), the Company Bond Issuer shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes Bonds as is printed on the Notes Bonds outstanding at such time; provided, however, that if any series of -------- ------- Notes Bonds issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel (as defined in the Indenture) of the Company Bond Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes Bonds outstanding at such time for federal income tax purposes, the Company Bond Issuer may obtain a "“CUSIP" ” number for such Notes Bonds that is different than the "“CUSIP" ” number printed on the Notes Bonds then outstanding. Notwithstanding the foregoing, all Notes Bonds issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes Bonds will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. The changes(a) This Second Supplemental Indenture supplements, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect toextent inconsistent therewith, and govern replaces the terms ofprovisions of the Base Indenture, the Notes, to which shall be limited in aggregate principal amount to $400,000,000 in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplementsprovisions reference is hereby made. Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled "8“4.950% Senior Notes due 20092020." ” The 2020 Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The 2020 Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If requiredThe Company may issue additional notes subsequent to the Issue Date (such notes, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes“Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Additional 2020 Notes as is printed on the 2020 Notes outstanding at such time; provided, however, that if any series of -------- ------- 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the 2020 Notes outstanding at such time for federal income tax purposes, the Company may obtain a "“CUSIP" ” number for such 2020 Notes that is different than the "“CUSIP" ” number printed on the 2020 Notes then outstanding. Notwithstanding the foregoing, all 2020 Notes issued under this Second Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation on waivers and amendments, and no series Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any mattermatter except matters which affect such Holder only.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount to $400,000,000 in one or more seriesamount, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8“3.50% Senior Notes due 20092032." ” The Notes shall be in the form of Exhibit A hereto, which is hereby incorporated into this Supplemental Indenture by reference. The Notes shall be guaranteed by the Subsidiary Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In The obligation of the event Company to make any payment of principal or premium, if any, on the Note, whether at maturity or otherwise, shall be fully or partially, as the case may be, deemed to have been paid or otherwise satisfied and discharged to the extent that the Company shall issue has paid or caused to be paid to the GO Zone Trustee the Payments (as such term is defined in the Loan Agreement) in respect of the principal or premium, if any, then due and payable on the GO Zone Bonds. If the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to is not also the Issue Date (such NotesGO Zone Trustee, "Additional Securities"), then the Company shall use its --------------------- best efforts to obtain Trustee may conclusively presume that the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel obligation of the Company in a form reasonably satisfactory to pay the Trusteeprincipal of, to be a different class of security than the Notes outstanding at such time for federal income tax purposespremium, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed if any, and interest on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under Note pursuant to this Supplemental Indenture shall vote have been fully satisfied and consent together discharged unless and until it shall have received a written notice from the GO Zone Trustee, signed by an authorized officer of the GO Zone Trustee and attested by the Secretary or an Assistant Secretary of the GO Zone Trustee, stating that the payment of principal of, premium, if any, or interest on all matters as one class this Note has not been fully paid when due and no series specifying the amount of Notes will have the right funds required to vote or consent as a separate class on any mattermake such payment.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements and, to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the 2027 Notes, which shall initially be limited in an aggregate principal amount of $400,000,000, and the 2046 Notes, which shall initially be in an aggregate principal amount of $300,000,000, either or both amounts of which may be increased pursuant to $400,000,000 an Officers’ Certificate in one or more seriesaccordance with this Supplemental Indenture, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a two series of Securities under the Indenture entitled "8“3.150% Senior Notes due 20092027” and “4.200% Notes due 2046." ” The 2027 Notes shall be in the form of Exhibit A hereto. The hereto and the 2046 Notes shall be guaranteed by in the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposesof Exhibit B hereto. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "“Additional Securities"”), the Company shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes Additional Securities as is printed on the Notes Securities of such series outstanding at such time; provided, however, that if any series of -------- ------- Notes Additional Securities issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, are determined not to be a different class fungible with the Securities of security than such series issued on the Notes outstanding at such time Issue Date for U.S. federal income tax purposes, the Company may will obtain a "“CUSIP" ” number for such Notes Additional Securities that is different than the "“CUSIP" ” number printed on the Notes then outstandingSecurities of such series issued on the Issue Date. Notwithstanding the foregoingIf a different “CUSIP” number is obtained as contemplated herein, all 2027 Notes issued under this Supplemental Indenture and Outstanding shall nonetheless vote and consent together on all matters as one class and no series of Securities under the Indenture and all 2046 Notes will have issued under this Supplemental Indenture and Outstanding shall nonetheless vote and consent together on all matters as one series of Securities under the right to vote or consent as a separate class on any matterIndenture.

Scope of Supplemental Indenture; General. (a) This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, Notes (which shall be limited initially in the aggregate principal amount to of $400,000,000 in one or more series, 300,000,000) and shall not apply to any other Debt Securities that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Debt Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled "8“6.625% Senior Notes due 20092039." ” The Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If requiredThe Company may issue additional notes subsequent to the Issue Date (such notes, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes“Additional Notes” (as defined in Article 19 of the Indenture)) of the same series as the Notes. In the event that the Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "“CUSIP" ” number for such Notes that is different than the "“CUSIP" ” number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation on waivers and amendments, and no series Holder of Notes will have the right to vote or consent as a separate class from other Holders on any mattermatter except matters which affect such Holder only.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements and, to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the 2019 Notes, which shall initially be limited in an aggregate principal amount of $250,000,000, and the 2026 Notes, which shall initially be in an aggregate principal amount of $300,000,000, either or both amounts of which may be increased pursuant to $400,000,000 an Officers’ Certificate in one or more seriesaccordance with this Supplemental Indenture, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a two series of Securities under the Indenture entitled "8“2.500% Senior Notes due 20092019” and “3.950% Notes due 2026." ” The 2019 Notes shall be in the form of Exhibit A hereto. The hereto and the 2026 Notes shall be guaranteed by in the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposesof Exhibit B hereto. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "“Additional Securities"”), the Company shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes Additional Securities as is printed on the Notes Securities of such series outstanding at such time; provided, however, that if any series of -------- ------- Notes Additional Securities issued under this Supplemental Indenture subsequent to the Issue Date is are determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the TrusteeCounsel, not to be a different class fungible with the Securities of security than such series issued on the Notes outstanding at such time Issue Date for U.S. federal income tax purposes, the Company may will obtain a "“CUSIP" ” number for such Notes Additional Securities that is different than the "“CUSIP" ” number printed on the Notes then outstandingSecurities of such series issued on the Issue Date. Notwithstanding the foregoingIf a different “CUSIP” number is obtained as contemplated herein, all 2019 Notes issued under this Supplemental Indenture and Outstanding shall nonetheless vote and consent together on all matters as one class and no series of Securities under the Indenture and all 2026 Notes will have issued under this Supplemental Indenture and Outstanding shall nonetheless vote and consent together on all matters as one series of Securities under the right to vote or consent as a separate class on any matterIndenture.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, Notes (which shall be limited initially in the aggregate principal amount to of $400,000,000 in one or more series, 250,000,000) and shall not apply to any other Securities that have or may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8“85/8% Senior Notes due 20092017." ” The Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The Notes shall be guaranteed by Hovnanian and the Guarantors as --------- provided in such form and the Indenture. If requiredSubject to Section 3.05 hereof, the Notes Issuer may bear an appropriate legend regarding original issue discount for federal income tax purposesadditional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company Issuer shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company Issuer may obtain a "“CUSIP" ” number for such Notes that is different than the "“CUSIP" ” number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no series of Notes will have the right to vote or consent as a separate class from other Notes on any matter.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, Notes (which shall be limited initially in the aggregate principal amount to of $400,000,000 in one or more series, 215,000,000) and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8% “6½% Senior Notes due 20092014." ” The Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The Notes shall be guaranteed by Hovnanian and the Guarantors as --------- provided in such form and the Indenture. If requiredSubject to Section 3.05 hereof, the Notes Issuer may bear an appropriate legend regarding original issue discount for federal income tax purposesadditional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company Issuer shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company Issuer may obtain a "“CUSIP" ” number for such Notes that is different than the "“CUSIP" ” number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no series of Notes will have the right to vote or consent as a separate class from other Notes on any matter.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 250,000,000 in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "88 3/8% Senior Notes due 20092004." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend --------- regarding original issue discount for federal income tax purposes. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount to $400,000,000 in one or more seriesamount, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8“6.50% Senior Notes due 20092035." ” The Notes shall be in the form of Exhibit A hereto, which is hereby incorporated into this Supplemental Indenture by reference. The Notes shall be guaranteed by the Subsidiary Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In The obligation of the event Company to make any payment of principal or premium, if any, on the Note, whether at maturity or otherwise, shall be fully or partially, as the case may be, deemed to have been paid or otherwise satisfied and discharged to the extent that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent has paid or caused to be paid to the Issue Date GO Zone Trustee the Payments (as such Notesterm is defined in the Loan Agreement) in respect of the principal or premium, "Additional Securities")if any, the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed then due and payable on the Notes outstanding at such time; provided, however, GO Zone Bonds. The Trustee may conclusively presume that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel obligation of the Company in a form reasonably satisfactory to pay the Trusteeprincipal of, to be a different class of security than the Notes outstanding at such time for federal income tax purposespremium, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed if any, and interest on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under Note pursuant to this Supplemental Indenture shall vote have been fully satisfied and consent together discharged unless and until it shall have received a written notice from the GO Zone Trustee, signed by an authorized officer of the GO Zone Trustee and attested by the Secretary or an Assistant Secretary of the GO Zone Trustee, stating that the payment of principal of, premium, if any, or interest on all matters as one class this Note has not been fully paid when due and no series specifying the amount of Notes will have the right funds required to vote or consent as a separate class on any mattermake such payment.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount to $400,000,000 in one or more seriesamount, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8“6.50% Senior Notes due 20092035." ” The Notes shall be in the form of Exhibit A hereto, which is hereby incorporated into this Supplemental Indenture by reference. The Notes shall be guaranteed by the Subsidiary Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In The obligation of the event Company to make any payment of principal or premium, if any, on the Note, whether at maturity or otherwise, shall be fully or partially, as the case may be, deemed to have been paid or otherwise satisfied and discharged to the extent that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent has paid or caused to be paid to the Issue Date IKE Zone Trustee the Payments (as such Notesterm is defined in the Loan Agreement) in respect of the principal or premium, "Additional Securities")if any, the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed then due and payable on the Notes outstanding at such time; provided, however, IKE Zone Bonds. The Trustee may conclusively presume that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel obligation of the Company in a form reasonably satisfactory to pay the Trusteeprincipal of, to be a different class of security than the Notes outstanding at such time for federal income tax purposespremium, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed if any, and interest on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under Note pursuant to this Supplemental Indenture shall vote have been fully satisfied and consent together discharged unless and until it shall have received a written notice from the IKE Zone Trustee, signed by an authorized officer of the IKE Zone Trustee and attested by the Secretary or an Assistant Secretary of the IKE Zone Trustee, stating that the payment of principal of, premium, if any, or interest on all matters as one class this Note has not been fully paid when due and no series specifying the amount of Notes will have the right funds required to vote or consent as a separate class on any mattermake such payment.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall initially be limited in aggregate principal amount of $200,000,000, which amount may be increased pursuant to $400,000,000 an Officers' Certificate in one or more series, accordance with this Indenture and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "87.50 % Senior Notes due 2009January 18, 2006." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 200 million in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "89.75% Senior Subordinated Notes due 20092010." The Notes shall be in the form of Exhibit EXHIBIT A hereto. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional SecuritiesADDITIONAL SECURITIES"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; providedPROVIDED, howeverHOWEVER, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 381,113,000 (or up to $438,279,000 if the over-allotment option is exercised pursuant to the Underwriting Agreement) in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8% Zero Coupon Convertible Senior Notes due 2009Due 2021." The Notes shall be in the form of Exhibit A hereto. The Notes shall --------- be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the The Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. The aggregate Principal Amount of the Notes shall be payable on the Final Maturity Date unless the Accreted Value or the Restated Principal Amount has been earlier repaid or the Notes have been converted in accordance with this Supplemental Indenture. The Notes shall be issued at an Issue Price of $524.78 per $1,000 Principal Amount. Except as provided for in Sections 4.08 and 4.10 and paragraphs 1, 5 and 11 of the Notes, there shall be no periodic payments of interest on the Notes. The calculation of the Accreted Value in the period during which each Note remains outstanding shall be on a semi-annual bond equivalent basis using a 360-day year composed of twelve 30-day months, and such accrual shall commence on the Issue Date of the Notes. In the event that of the maturity, conversion, purchase by the Company at the option of a Holder or redemption of a Note, Accreted Value, if any, shall issue cease to accrue on such Note, under the terms and subject to the Trustee shall authenticate any Notes issued under conditions of this Supplemental Indenture subsequent to Indenture. The Notes shall be payable and may be presented for payment, purchase, conversion, registration of transfer and exchange, without service charge, at the Issue Date (such Notes, "Additional Securities"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel office of the Company maintained for such purpose in a form reasonably satisfactory to New York, New York, which shall initially be the office or agency of the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, Notes (which shall be limited initially in the aggregate principal amount to of $400,000,000 in one or more series, 300,000,000) and shall not apply to any other Securities that have or may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8“71/2% Senior Notes due 20092016." ” The Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The Notes shall be guaranteed by Hovnanian and the Guarantors as --------- provided in such form and the Indenture. If requiredSubject to Section 3.05 hereof, the Notes Issuer may bear an appropriate legend regarding original issue discount for federal income tax purposesadditional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company Issuer shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company Issuer may obtain a "“CUSIP" ” number for such Notes that is different than the "“CUSIP" ” number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no series of Notes will have the right to vote or consent as a separate class from other Notes on any matter.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces, the provisions of the Base Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, Notes (which shall be limited initially in the aggregate principal amount to of $400,000,000 in one or more series, 155,000,000) and shall not apply to any other Securities that have or may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8% “11⅞% Senior Notes due 20092015." ” The Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If requiredSubject to Section 3.05 hereof, the Notes Issuer may bear an appropriate legend regarding original issue discount for federal income tax purposesadditional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company Issuer shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, determined to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company Issuer may obtain a "“CUSIP" ” number for such Notes that is different than the "“CUSIP" ” number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no series of Notes will have the right to vote or consent as a separate class from other Notes on any matter.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 1,654,183,000 (or up to $1,901,360,000 if the over-allotment option is exercised pursuant to the Underwriting Agreement) in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "8% Zero Coupon Convertible Senior Notes due 2009Due 2031." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. The aggregate Principal Amount of the Notes shall be payable on the Final Maturity Date unless the Accreted Value or the Restated Principal Amount has been earlier repaid or the Notes have been converted in accordance with this Supplemental Indenture. The Notes shall be issued at an Issue Price of $394.45 per $1,000 Principal Amount. Except as provided for in Sections 4.08 and 4.10 and paragraphs 1, 5 and 9 of the Notes, there shall be no periodic payments of interest on the Notes. The calculation of the Accreted Value in the period during which each Note remains outstanding shall be on a semi-annual bond equivalent basis using a 360-day year composed of twelve 30-day months, and such accrual shall commence on the Issue Date of the Notes. In the event that of the maturity, conversion, purchase by the Company at the option of a Holder or redemption of a Note, Accreted Value, if any, shall issue cease to accrue on such Note, under the terms and subject to the Trustee shall authenticate any Notes issued under conditions of this Supplemental Indenture subsequent to Indenture. The Notes shall be payable and may be presented for payment, purchase, conversion, registration of transfer and exchange, without service charge, at the Issue Date (such Notes, "Additional Securities"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel office of the Company maintained for such purpose in a form reasonably satisfactory to New York, New York, which shall initially be the office or agency of the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.

Scope of Supplemental Indenture; General. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 250.0 million in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "89.375% Senior Subordinated Notes due 20092011." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the --------- Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities"), the Company shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national security exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In addition, if a partial redemption is made pursuant to paragraph 5(b) of the Notes, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a optional redemption basis as is practicable (subject to the procedures of the Depository Trust Company), unless that method is otherwise prohibited.

Scope of Supplemental Indenture; General. The changes(a) This Second Supplemental Indenture supplements, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect toextent inconsistent therewith, and govern replaces the terms ofprovisions of the Base Indenture, the Notes, to which shall be limited in aggregate principal amount to $400,000,000 in one or more series, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplementsprovisions reference is hereby made. Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled "8“ % Senior Notes due 20092020." ” The 2020 Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The 2020 Notes shall be guaranteed by the Guarantors as --------- provided in such form and the Indenture. If requiredThe Company may issue additional notes subsequent to the Issue Date (such notes, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes“Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities")Date, the Company shall use its --------------------- best efforts to obtain the same "“CUSIP" ” number for such Additional 2020 Notes as is printed on the 2020 Notes outstanding at such time; provided, however, that if any series of -------- ------- 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, to be a different class of security than the 2020 Notes outstanding at such time for federal income tax purposes, the Company may obtain a "“CUSIP" ” number for such 2020 Notes that is different than the "“CUSIP" ” number printed on the 2020 Notes then outstanding. Notwithstanding the foregoing, all 2020 Notes issued under this Second Supplemental Indenture shall vote and consent together on all matters as one class class, including without limitation on waivers and amendments, and no series Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any mattermatter except matters which affect such Holder only.

Scope of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made. The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $400,000,000 in one or more series, 150,000,000 and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "89 1/8% Senior Notes due 2009." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Company and the Guarantors as --------- provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Notes issued under this Supplemental Indenture subsequent to the Issue Date (such Notes, "Additional Securities"), the Company Issuer shall use its --------------------- best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of -------- ------- Notes issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company Issuer may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.