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

Scope of Supplemental Indenture; General. (a) This Second Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Base Indenture, to which provisions 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 “4.950% Notes due 2020.” 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. The Company may issue additional notes subsequent to the Issue Date (such notes, the “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, 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 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, including without limitation on waivers and amendments, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder only.

Scope of Supplemental Indenture; General. (a) This Second The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture supplementsshall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount, and shall not apply to any other Securities that may be issued under the extent inconsistent therewithIndenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, replaces the provisions of the Base Indenture, to which provisions reference is hereby mademodifications and supplements. Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.9506.50% Senior Notes due 20202035.” The 2020 Notes shall be in the form of Exhibit A hereto, the terms of which are is hereby incorporated herein into this Supplemental Indenture by reference. The 2020 Notes shall be guaranteed by the Subsidiary Guarantors as provided in such form and the Indenture. The Company may issue additional notes subsequent to the Issue Date (such notesIf required, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company shall Notes may bear an appropriate legend regarding original issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue 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 in a form reasonably satisfactory to the Trustee, to be a different class of security than the 2020 Notes outstanding at such time discount for federal income tax purposes, . The obligation of the Company may obtain a “CUSIP” number for such 2020 Notes that is different than the “CUSIP” number printed to make any payment of principal or premium, if any, on the 2020 Notes 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 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 outstandingdue and payable on the GO Zone Bonds. Notwithstanding The Trustee may conclusively presume that the foregoingobligation of the Company to pay the principal of, all 2020 Notes issued under premium, if any, and interest on the Note pursuant to this Second Supplemental Indenture shall vote have been fully satisfied and consent together on all matters as one classdischarged unless and until it shall have received a written notice from the GO Zone Trustee, including without limitation on waivers and amendments, and no Holder signed by an authorized officer of the 2020 Notes will have GO Zone Trustee and attested by the right Secretary or an Assistant Secretary of the GO Zone Trustee, stating that the payment of principal of, premium, if any, or interest on this Note has not been fully paid when due and specifying the amount of funds required to vote or consent as a separate class from other Holders on any matter except matters which affect make such Holder onlypayment.

Scope of Supplemental Indenture; General. (a) This Second 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 Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes (which shall be initially in the aggregate principal amount of $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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.95085/8% Senior Notes due 20202017.” 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 Hovnanian and the Guarantors as provided in such form and the Indenture. The Company Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Company Issuer 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 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 Issuer 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, including without limitation on waivers limitation, waivers, amendments, redemption and amendmentsOffers to Purchase, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders Notes on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second 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 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 $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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950"9 1/8% Senior Notes due 20202009.” " 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 Company and the Guarantors as provided in such form and the Indenture. The Company may issue additional notes subsequent to the Issue Date (such notesIf required, the “Additional 2020 Notes”) of the same series as the 2020 NotesNotes 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 Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), the Company Issuer 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 Issuer 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 Issuer 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, including without limitation on waivers and amendments, class and no Holder series of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture supplementsshall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited in aggregate principal amount to $250,000,000 in one or more series, and shall not apply to any other Securities that may be issued under the extent inconsistent therewithIndenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, replaces the provisions of the Base Indenture, to which provisions reference is hereby mademodifications and supplements. Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950"8 3/8% Senior Notes due 20202004.” " The 2020 Notes shall be in the form of Exhibit A hereto. If required, 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. The Company may bear an appropriate legend --------- regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notesdiscount for federal income tax purposes. 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 DateDate (such Notes, "Additional Securities"), 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, including without limitation on waivers and amendments, class and no Holder series of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second 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 Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes (which shall be initially in the aggregate principal amount of $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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.9506.625% Notes due 20202039.” 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. The Company may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”” (as defined in Article 19 of the Indenture)) 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, 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 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, including without limitation on waivers and amendments, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder only.

Scope of Supplemental Indenture; General. (a) This Second 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 Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall initially be in aggregate principal amount of $200,000,000, which amount may be increased pursuant to an Officers' Certificate in 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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950"7.50 % Notes due 2020January 18, 2006.” " The 2020 Notes shall be in the form of Exhibit A hereto. If required, 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. The Company may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notesdiscount for federal income tax purposes. 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 DateDate (such Notes, "Additional Securities"), 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, including without limitation on waivers and amendments, class and no Holder series of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second 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 Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes (which shall be initially in the aggregate principal amount of $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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950% 6½% Senior Notes due 20202014.” 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 Hovnanian and the Guarantors as provided in such form and the Indenture. The Company Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Company Issuer 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 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 Issuer 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, including without limitation on waivers limitation, waivers, amendments, redemption and amendmentsOffers to Purchase, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders Notes on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture supplementsshall 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 extent inconsistent therewithIndenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, replaces the provisions of the Base Indenture, to which provisions reference is hereby mademodifications and supplements. Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950"8% Senior Notes due 20202009.” " 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. The Company may issue additional notes subsequent to the Issue Date (such notesIf required, the “Additional 2020 Notes”) of the same series as the 2020 NotesNotes 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 Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), 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, including without limitation on waivers and amendments, class and no Holder series of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Base Indenture, to which provisions 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 “4.950“ % Notes due 2020.” 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. The Company may issue additional notes subsequent to the Issue Date (such notes, the “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, 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 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, including without limitation on waivers and amendments, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder only.

Scope of Supplemental Indenture; General. (a) This Second Supplemental Indenture supplementssupplements and, 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 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 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 an Officers’ Certificate 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 Second Supplemental Indenture, there is hereby created and designated a two series of Debt Securities under the Indenture entitled “4.9503.150% Notes due 20202027” and “4.200% Notes due 2046.” The 2020 2027 Notes shall be in the form of Exhibit A hereto, hereto and the terms of which are incorporated herein by reference. The 2020 2046 Notes shall be guaranteed by in the Guarantors as provided in such form and the Indenture. The Company may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 NotesExhibit B hereto. 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 DateDate (such Notes, “Additional Securities”), the Company shall use its best efforts to obtain the same “CUSIP” number for such Additional 2020 Notes Securities as is printed on the 2020 Notes Securities of such series outstanding at such time; provided, however, that if any series of 2020 Notes Additional Securities issued under this Second Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel 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 2020 Notes outstanding at such time Issue Date for U.S. federal income tax purposes, the Company may will obtain a “CUSIP” number for such 2020 Notes Additional Securities that is different than the “CUSIP” number printed on the 2020 Notes then outstandingSecurities of such series issued on the Issue Date. Notwithstanding the foregoingIf a different “CUSIP” number is obtained as contemplated herein, all 2020 2027 Notes issued under this Second Supplemental Indenture and Outstanding shall nonetheless vote and consent together on all matters as one class, including without limitation series of Securities under the Indenture and all 2046 Notes issued under this Supplemental Indenture and Outstanding shall nonetheless vote and consent together on waivers and amendments, and no Holder all matters as one series of Securities under the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlyIndenture.

Scope of Supplemental Indenture; General. (a) This Second The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture supplementsshall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount, and shall not apply to any other Securities that may be issued under the extent inconsistent therewithIndenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, replaces the provisions of the Base Indenture, to which provisions reference is hereby mademodifications and supplements. Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.9503.50% Senior Notes due 20202032.” The 2020 Notes shall be in the form of Exhibit A hereto, the terms of which are is hereby incorporated herein into this Supplemental Indenture by reference. The 2020 Notes shall be guaranteed by the Subsidiary Guarantors as provided in such form and the Indenture. The Company may issue additional notes subsequent to the Issue Date (such notesIf required, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company shall Notes may bear an appropriate legend regarding original issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue 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 in a form reasonably satisfactory to the Trustee, to be a different class of security than the 2020 Notes outstanding at such time discount for federal income tax purposes, . The obligation of the Company may obtain a “CUSIP” number for such 2020 Notes that is different than the “CUSIP” number printed to make any payment of principal or premium, if any, on the 2020 Notes 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 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 outstandingdue and payable on the GO Zone Bonds. Notwithstanding If the foregoingTrustee is not also the GO Zone Trustee, all 2020 Notes issued under then the Trustee may conclusively presume that the obligation of the Company to pay the principal of, premium, if any, and interest on the Note pursuant to this Second Supplemental Indenture shall vote have been fully satisfied and consent together on all matters as one classdischarged unless and until it shall have received a written notice from the GO Zone Trustee, including without limitation on waivers and amendments, and no Holder signed by an authorized officer of the 2020 Notes will have GO Zone Trustee and attested by the right Secretary or an Assistant Secretary of the GO Zone Trustee, stating that the payment of principal of, premium, if any, or interest on this Note has not been fully paid when due and specifying the amount of funds required to vote or consent as a separate class from other Holders on any matter except matters which affect make such Holder onlypayment.

Scope of Supplemental Indenture; General. (a) This Second 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 Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Bonds, which shall initially be in aggregate principal amount of $30,000,000, which amount may be increased pursuant to an Officers’ Certificate (as defined in 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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950SERIES 2010A; 7% Notes due PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020.” (The 2020 Notes Bonds 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. The Company may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notes). In the event that the Company Bond Issuer shall issue and the Trustee shall authenticate any Additional 2020 Notes Bonds issued under this Second Supplemental Indenture subsequent to the Issue DateDate (as defined below) (such Bonds, “Additional Securities”), the Company Bond Issuer shall use its best efforts to obtain the same “CUSIP” number for such Additional 2020 Notes Bonds as is printed on the 2020 Notes Bonds outstanding at such time; provided, however, that if any series of 2020 Notes Bonds issued under this Second Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel (as defined in the Indenture) of the Bond Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the 2020 Notes Bonds outstanding at such time for federal income tax purposes, the Company Bond Issuer may obtain a “CUSIP” number for such 2020 Notes Bonds that is different than the “CUSIP” number printed on the 2020 Notes Bonds then outstanding. Notwithstanding the foregoing, all 2020 Notes Bonds issued under this Second Supplemental Indenture shall vote and consent together on all matters as one class, including without limitation on waivers and amendments, class and no Holder series of the 2020 Notes Bonds will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second Supplemental Indenture supplementssupplements and, 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 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 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 an Officers’ Certificate 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 Second Supplemental Indenture, there is hereby created and designated a two series of Debt Securities under the Indenture entitled “4.9502.500% Notes due 20202019” and “3.950% Notes due 2026.” The 2020 2019 Notes shall be in the form of Exhibit A hereto, hereto and the terms of which are incorporated herein by reference. The 2020 2026 Notes shall be guaranteed by in the Guarantors as provided in such form and the Indenture. The Company may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 NotesExhibit B hereto. 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 DateDate (such Notes, “Additional Securities”), the Company shall use its best efforts to obtain the same “CUSIP” number for such Additional 2020 Notes Securities as is printed on the 2020 Notes Securities of such series outstanding at such time; provided, however, that if any series of 2020 Notes Additional Securities issued under this Second Supplemental Indenture subsequent to the Issue Date is are determined, pursuant to an Opinion of Counsel 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 2020 Notes outstanding at such time Issue Date for U.S. federal income tax purposes, the Company may will obtain a “CUSIP” number for such 2020 Notes Additional Securities that is different than the “CUSIP” number printed on the 2020 Notes then outstandingSecurities of such series issued on the Issue Date. Notwithstanding the foregoingIf a different “CUSIP” number is obtained as contemplated herein, all 2020 2019 Notes issued under this Second Supplemental Indenture and Outstanding shall nonetheless vote and consent together on all matters as one class, including without limitation series of Securities under the Indenture and all 2026 Notes issued under this Supplemental Indenture and Outstanding shall nonetheless vote and consent together on waivers and amendments, and no Holder all matters as one series of Securities under the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder onlyIndenture.

Scope of Supplemental Indenture; General. (a) This Second Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces 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 (which shall be initially in the aggregate principal amount of $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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.950% 11⅞% Senior Notes due 20202015.” 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. The Company Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Company Issuer 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 in a form reasonably satisfactory to the Trustee, determined to be a different class of security than the 2020 Notes outstanding at such time for federal income tax purposes, the Company Issuer 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, including without limitation on waivers limitation, waivers, amendments, redemption and amendmentsOffers to Purchase, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders Notes on any matter except matters which affect such Holder onlymatter.

Scope of Supplemental Indenture; General. (a) This Second 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 Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes (which shall be initially in the aggregate principal amount of $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 Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “4.95071/2% Senior Notes due 20202016.” 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 Hovnanian and the Guarantors as provided in such form and the Indenture. The Company Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event that the Company Issuer shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Company Issuer 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 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 Issuer 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, including without limitation on waivers limitation, waivers, amendments, redemption and amendmentsOffers to Purchase, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders Notes on any matter except matters which affect such Holder onlymatter.