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

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 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 Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled “71/2% Senior Notes due 2016.” 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. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the 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 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 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no 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 initially limited in the aggregate principal amount of to $300,000,0001,654,183,000 (or up to $1,901,360,000 if the over-allotment option is exercised pursuant to the Underwriting Agreement) in one series, 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 “71/2% "Zero Coupon Convertible Senior Notes due 2016Due 2031.” " The Notes shall be in the form of Exhibit A hereto, . The Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes. The aggregate Principal Amount of the terms of which are incorporated herein by referenceNotes 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 guaranteed by Hovnanian and the Guarantors 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 form and the Indenture. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to accrual shall commence on the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that of the Issuer 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 Additional 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, office of the Issuer shall use its best efforts to obtain the same “CUSIP” number Company maintained for such Notes as is printed on purpose in New York, New York, which shall initially be the Notes outstanding at such time; provided, however, that if any series office or agency of Notes issued under this 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 Notes outstanding at such time for federal income tax purposes, the 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no Notes will have the right to vote or consent as a separate class from other Notes on any matter.

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 “71/2“ % Senior Notes due 20162020.” 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. Subject to Section 3.05 hereof, the Issuer 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 Issuer Company shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Issuer 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 Issuer 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, waivers, limitation on waivers and amendments, redemption and Offers to Purchase, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Notes Holders on any mattermatter except matters which affect such Holder only. (b) The information applicable to the 2020 Notes required pursuant to Section 3.1 of the Indenture is as follows: (1) the title of the 2020 Notes is “ % Senior Notes due 2020”; (2) the initial aggregate principal amount of the 2020 Notes is $ , which may be increased in the future as set out below; (3) the 2020 Notes will be issued to the Underwriters at a price of % of the principal amount, resulting in total net proceeds to the Company of $ ; the price to the public will be % of the principal amount; and 100% of the principal amount will be payable upon declaration of acceleration or maturity; (4) principal will be payable as set forth in the form of 2020 Note; (5) the rate of interest and interest payment and record dates are as set forth in the form of 2020 Note; (6) not applicable; (7) the 2020 Notes will be subject to mandatory offer to repurchase as set forth in Article 3 below and may be subject to a special mandatory redemption as set forth in Section 7.03 below; (8) the 2020 Notes will be subject to optional redemption as set forth in Article 7 below; (9) the 2020 Notes will be issuable in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof; (10) not applicable; (11) the provisions set forth in the Indenture relating to defeasance and discharge will be applicable; (12) not applicable; (13) not applicable; (14) the rate of interest otherwise applicable to the 2020 Notes will be the Overdue Rate; (15) not applicable; (16) as set forth elsewhere herein; (17) the 2020 Notes shall be issuable as Global Securities and the provisions of Section 3.4(b) of the Indenture shall apply to the 2020 Notes; (18) not applicable; (19) not applicable; (20) the 2020 Notes will not be convertible; (21) not applicable; (22) each of the Guarantors (as defined herein) will guarantee the 2020 Notes; (23) not applicable; (24) the 2020 Notes will be secured on the terms set forth in Section 3.02(c) below and the terms of Article XVIII of the Indenture will apply to the 2020 Notes; (25) not applicable; (26) not applicable; (27) not applicable; and (28) as set forth elsewhere herein.

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 initially limited in the aggregate principal amount of to $300,000,000) 150,000,000 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 “71/2"9 1/8% Senior Notes due 20162009.” " 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 the Company and the Guarantors as provided in such form and the Indenture. Subject to Section 3.05 hereofIf required, the Issuer Notes may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notesdiscount for federal income tax purposes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), the 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 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 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class 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 (Bonds, which shall initially be initially in the aggregate principal amount of $300,000,00030,000,000, 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 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 “71/2SERIES 2010A; 7% Senior Notes due 2016.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 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. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes). In the event that the Bond Issuer shall issue and the Trustee shall authenticate any Additional Notes Bonds issued under this Supplemental Indenture subsequent to the Issue DateDate (as defined below) (such Bonds, “Additional Securities”), the 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 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 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class and no Notes series of Bonds 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 not be initially limited in the aggregate principal amount of $300,000,000) amount, 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 “71/23.50% Senior Notes due 20162032.” The 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 Notes shall be guaranteed by Hovnanian and the Subsidiary Guarantors as provided in such form and the Indenture. Subject to Section 3.05 hereofIf required, the Issuer Notes may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the 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 in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time discount for federal income tax purposes. The obligation of the Company to make any payment of principal or premium, the Issuer may obtain a “CUSIP” number for such Notes that is different than the “CUSIP” number printed if any, on the 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 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 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, including without limitation, waivers, amendments, redemption this Note has not been fully paid when due and Offers specifying the amount of funds required to Purchase, and no Notes will have the right to vote or consent as a separate class from other Notes 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 (Notes, which shall be initially limited in the aggregate principal amount of to $300,000,000381,113,000 (or up to $438,279,000 if the over-allotment option is exercised pursuant to the Underwriting Agreement) in one series, 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 “71/2% "Zero Coupon Convertible Senior Notes due 2016Due 2021.” " 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. Subject to Section 3.05 hereofThe 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 Issuer may issue additional notes subsequent to 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 (such notes, the “Additional Notes”) of the same series as the Notes. In the event that of the Issuer 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 Additional 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, office of the Issuer shall use its best efforts to obtain the same “CUSIP” number Company maintained for such Notes as is printed on purpose in New York, New York, which shall initially be the Notes outstanding at such time; provided, however, that if any series office or agency of Notes issued under this 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 Notes outstanding at such time for federal income tax purposes, the 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no 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 supplementssupplements and, 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 (2027 Notes, which shall initially be in an aggregate principal amount of $400,000,000, and the 2046 Notes, which shall initially be in the 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 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 two series of Securities under the Indenture entitled “71/23.150% Senior Notes due 20162027” and “4.200% Notes due 2046.” The 2027 Notes shall be in the form of Exhibit A hereto, hereto and the terms of which are incorporated herein by reference. The 2046 Notes shall be guaranteed by Hovnanian and in the Guarantors as provided in such form and the Indenture. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the NotesExhibit B hereto. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, “Additional Securities”), the Issuer 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 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 Issuer may Company 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, including without limitation, waivers, amendments, redemption series of Securities under the Indenture and Offers to Purchase, all 2046 Notes issued under this Supplemental Indenture and no Notes will have 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 from other Notes on any matterIndenture.

Scope of Supplemental Indenture; General. This 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 $300,000,000155,000,000) 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 “71/2% 11⅞% Senior Notes due 20162015.” 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. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the 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 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 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no 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 initially limited in the aggregate principal amount of to $300,000,000) 250.0 million in one or more series, 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 “71/2"9.375% Senior Subordinated Notes due 20162011.” " 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. Subject to Section 3.05 hereofIf required, the Issuer Notes may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notesdiscount for federal income tax purposes. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), the Issuer 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 Issuer 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class and no series of Notes will have the right to vote or consent as a separate class from other Notes 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. 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 initially in the aggregate principal amount of $300,000,000215,000,000) 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 “71/2% 6½% Senior Notes due 20162014.” 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. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the 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 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 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no 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 initially limited in the aggregate principal amount of to $300,000,000) 400,000,000 in one or more series, 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 “71/2"8% Senior Notes due 20162009.” " 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. Subject to Section 3.05 hereofIf required, the Issuer Notes may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notesdiscount for federal income tax purposes. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), the Issuer 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 Issuer 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class 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 initially limited in the aggregate principal amount of to $300,000,000) 200 million in one or more series, 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 “71/2"9.75% Senior Subordinated Notes due 20162010.” " The Notes shall be in the form of Exhibit 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. Subject to Section 3.05 hereofIf required, the Issuer Notes may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notesdiscount for federal income tax purposes. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, "ADDITIONAL SECURITIES"), the Issuer 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 Issuer 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class 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. (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 “71/24.950% Senior Notes due 20162020.” 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. Subject to Section 3.05 hereof, the Issuer 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 Issuer Company shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Issuer 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 Issuer 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, waivers, limitation on waivers and amendments, redemption and Offers to Purchase, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Notes Holders on any mattermatter except matters which affect such Holder only. (b) The information applicable to the 2020 Notes required pursuant to Section 3.1 of the Indenture is as follows: (1) the title of the 2020 Notes is “4.950% Senior Notes due 2020”; (2) the initial aggregate principal amount of the 2020 Notes is $300,000,000, which may be increased in the future as set out below; (3) the 2020 Notes will be issued to the Underwriters at a price of 99.190% of the principal amount, resulting in total net proceeds to the Company of $297,570,000; the price to the public will be 99.840% of the principal amount; and 100% of the principal amount will be payable upon declaration of acceleration or maturity; (4) principal will be payable as set forth in the form of 2020 Note; (5) the rate of interest and interest payment and record dates are as set forth in the form of 2020 Note; (6) not applicable; (7) the 2020 Notes will be subject to mandatory offer to repurchase as set forth in Article 3 below and may be subject to a special mandatory redemption as set forth in Section 7.03 below; (8) the 2020 Notes will be subject to optional redemption as set forth in Article 7 below; (9) the 2020 Notes will be issuable in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof; (10) not applicable; (11) the provisions set forth in the Indenture relating to defeasance and discharge will be applicable; (12) not applicable; (13) not applicable; (14) the rate of interest otherwise applicable to the 2020 Notes will be the Overdue Rate; (15) not applicable; (16) as set forth elsewhere herein; (17) the 2020 Notes shall be issuable as Global Securities and the provisions of Section 3.4(b) of the Indenture shall apply to the 2020 Notes; (18) not applicable; (19) not applicable; (20) the 2020 Notes will not be convertible; (21) not applicable; (22) each of the Guarantors (as defined herein) will guarantee the 2020 Notes; (23) not applicable; (24) the 2020 Notes will be secured on the terms set forth in Section 3.02(c) below and the terms of Article XVIII of the Indenture will apply to the 2020 Notes; (25) not applicable; (26) not applicable; (27) not applicable; and (28) as set forth elsewhere herein.

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 not be initially limited in the aggregate principal amount of $300,000,000) amount, 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 “71/26.50% Senior Notes due 20162035.” The 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 Notes shall be guaranteed by Hovnanian and the Subsidiary Guarantors as provided in such form and the Indenture. Subject to Section 3.05 hereofIf required, the Issuer Notes may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the 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 in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time discount for federal income tax purposes. The obligation of the Company to make any payment of principal or premium, the Issuer may obtain a “CUSIP” number for such Notes that is different than the “CUSIP” number printed if any, on the 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 Notes issued under premium, if any, and interest on the 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, including without limitation, waivers, amendments, redemption this Note has not been fully paid when due and Offers specifying the amount of funds required to Purchase, and no Notes will have the right to vote or consent as a separate class from other Notes 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 (Notes, which shall initially be initially in the aggregate principal amount of $300,000,000) 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 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 “71/2"7.50 % Senior Notes due 2016January 18, 2006.” " The Notes shall be in the form of Exhibit A hereto. If required, 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. Subject to Section 3.05 hereof, the Issuer may bear an appropriate legend regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notesdiscount for federal income tax purposes. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), the Issuer 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 Issuer 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class 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 supplementssupplements and, 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 (2019 Notes, which shall initially be in an aggregate principal amount of $250,000,000, and the 2026 Notes, which shall initially be in the 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 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 two series of Securities under the Indenture entitled “71/22.500% Senior Notes due 20162019” and “3.950% Notes due 2026.” The 2019 Notes shall be in the form of Exhibit A hereto, hereto and the terms of which are incorporated herein by reference. The 2026 Notes shall be guaranteed by Hovnanian and in the Guarantors as provided in such form and the Indenture. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the NotesExhibit B hereto. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, “Additional Securities”), the Issuer 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 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 Issuer may Company 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, including without limitation, waivers, amendments, redemption series of Securities under the Indenture and Offers to Purchase, all 2026 Notes issued under this Supplemental Indenture and no Notes will have 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 from other Notes 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 (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 Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “71/26.625% Senior Notes due 20162039.” 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. Subject to Section 3.05 hereof, the Issuer The Company may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”” (as defined in Article 19 of the Indenture)) of the same series as the Notes. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the Issuer 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 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 Issuer 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, including without limitation, waivers, limitation on waivers and amendments, redemption and Offers to Purchase, and no Holder of Notes will have the right to vote or consent as a separate class from other Notes Holders on any mattermatter except matters which affect such Holder only. (b) The information applicable to the Notes required pursuant to Section 3.1 of the Indenture is as follows: (1) the title of the Notes is “6.625% Senior Notes due 2039”; (2) the initial aggregate principal amount of the Notes is $300,000,000, which may be increased in the future as set out below; (3) the Debt Securities will be issued to the Initial Purchasers at a price of 98.827% of the principal amount, resulting in total net proceeds to the Company of $296,481,000; the price to the public will be 99.702% of the principal amount; and 100% of the principal amount will be payable upon declaration of acceleration or maturity; (4) principal will be payable as set forth in the form of Note; (5) the rate of interest and interest payment and record dates are as set forth in the form of Note; (6) not applicable; (7) the Notes will be subject to mandatory offer to repurchase as set forth in Article 3 below; (8) the Notes will be subject to optional redemption as set forth in Article 7 below; (9) the Notes will be issuable in a minimum denomination of $2,000 and higher integral multiples of $1,000; (10) not applicable; (11) the provisions set forth in the Indenture relating to defeasance and discharge will be applicable; (12) not applicable; (13) not applicable; (14) the rate of interest otherwise applicable to the Notes will be the Overdue Rate; (15) not applicable; (16) as set forth elsewhere herein; (17) the Notes shall be issuable as Global Securities and the provisions of Section 3.4(b) of the Indenture shall apply to the Notes; (18) not applicable; (19) not applicable; (20) the Notes will not be convertible; (21) not applicable; (22) each of the Guarantors (as defined herein) will guarantee the Notes; (23) not applicable; (24) the Notes will be secured on the terms set forth in Section 3.02(c) below and the terms of Article XVIII of the Indenture will apply to the Notes; (25) the provisions of Article XIX of the Indenture will apply to the Notes; (26) not applicable; (27) not applicable; and (26) as set forth elsewhere herein.

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 initially in the aggregate principal amount of $300,000,000250,000,000) 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 “71/285/8% Senior Notes due 20162017.” 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. Subject to Section 3.05 hereof, the Issuer may issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notes. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue Date, the 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 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 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, and no 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 initially limited in the aggregate principal amount of to $300,000,000) 250,000,000 in one or more series, 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 “71/2"8 3/8% Senior Notes due 20162004.” " The Notes shall be in the form of Exhibit A hereto. If required, 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. Subject to Section 3.05 hereof, the Issuer may bear an appropriate legend --------- regarding original issue additional notes subsequent to the Issue Date (such notes, the “Additional Notes”) of the same series as the Notesdiscount for federal income tax purposes. In the event that the Issuer Company shall issue and the Trustee shall authenticate any Additional Notes issued under this Supplemental Indenture subsequent to the Issue DateDate (such Notes, "Additional Securities"), the Issuer 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 Issuer 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, including without limitation, waivers, amendments, redemption and Offers to Purchase, class and no series of Notes will have the right to vote or consent as a separate class from other Notes on any matter.