Contract
EXHIBIT
4.1
THIS
ELEVENTH SUPPLEMENTAL
INDENTURE,
dated
as of January 31, 2006, by and among the parties listed on Schedule
A
hereto
(each an “Additional
Guarantor”
and
collectively, the “Additional
Guarantors”)
and
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as successor to BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
Capitalized terms used in this Eleventh Supplemental Indenture and not otherwise
defined herein (including terms used on Exhibit A attached hereto) shall have
the meanings ascribed to them in the Indenture (as defined on Exhibit A attached
hereto).
RECITALS
WHEREAS,
Section
4.04 of the Indenture provides that if in accordance with the provisions of
the
Bank Credit Facility the Company adds, or causes to be added, any Subsidiary
that was not a Guarantor at the time of execution of the Original Indenture
as a
guarantor under the Bank Credit Facility, such Subsidiary shall
contemporaneously become a Guarantor under the Indenture;
WHEREAS,
desiring
to become a Guarantor under the Indenture, each of the Additional Guarantors
is
executing and delivering this Eleventh Supplemental Indenture; and
WHEREAS,
the
consent of Holders to the execution and delivery of this Eleventh Supplemental
Indenture is not required, and all other actions required to be taken under
the
Indenture with respect to this Eleventh Supplemental Indenture have been
taken.
NOW,
THEREFORE IT IS AGREED:
Section
1.
Joinder.
Each
Additional Guarantor agrees that by its entering into this Eleventh Supplemental
Indenture it hereby unconditionally guarantees all of the Issuer’s obligations
under (i) the 6.875% Senior Notes, (ii) the 5.95% Senior Notes, (iii) the
4.95% Senior Notes, (iv) the 5.15% Senior Notes, (v) any other Securities
of any Series that has the benefit of Guarantees of other Subsidiaries of the
Company, and (vi) the Indenture (as it relates to all such Series) on the terms
set forth in the Indenture, as if each such Additional Guarantor was a party
to
the Original Indenture.
Section
2. Ratification
of Indenture.
This
Eleventh Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture, and as supplemented and modified
hereby, the Indenture is in all respects ratified and confirmed, and the
Indenture and this Eleventh Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
Section
3. Effect
of Headings.
The
Section headings herein are for convenience only and shall not affect the
construction hereof.
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Section
4. Successors
and Assigns.
All
covenants and agreements in this Eleventh Supplemental Indenture by each
Additional Guarantor shall bind each such Additional Guarantor’s successors and
assigns, whether so expressed or not.
Section
5. Separability
Clause.
In case
any one or more of the provisions contained in this Eleventh Supplemental
Indenture shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section
6. Governing
Law.
This
Eleventh Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York. This Eleventh Supplemental Indenture
is
subject to the provisions of the TIA that are required to be part of this
Eleventh Supplemental Indenture and shall, to the extent applicable, be governed
by such provisions.
Section
7. Counterparts.
This
Eleventh Supplemental Indenture may be executed in any number of counterparts,
and each of such counterparts shall for all purposes be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
Section
8. Role
of Trustee.
The
recitals contained herein shall be taken as the statements of the Company,
and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Eleventh
Supplemental Indenture.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Eleventh Supplemental Indenture to be duly
executed as of the date first above written.
THE
ADDITIONAL GUARANTORS NAMED ON
SCHEDULE
A
HERETO, as Guarantors
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By: |
Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx | |||
Title: Designated Officer |
X.X.
XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION,
as
Trustee
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Xxxxxx X. Xxxxxx |
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Name:
Xxxxxx X. Xxxxxx
Title:
Vice
President
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SCHEDULE
A
Company
Name
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General
Partner/Member
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General
Partner
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LIMITED
PARTNERSHIPS
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Xxxxxxxxx
Surrey Hill Associates, X.X.
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Xxxxxxxxx
Surrey Hill Associates, Inc.
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Toll
at Honey Creek Limited Partnership
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Toll
MI GP Corp.
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Toll
CA IX, L.P.
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Toll
CA GP Corp.
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Toll
CA X, L.P.
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Toll
CA GP Corp.
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Toll
CA XI, L.P.
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Toll
CA GP Corp.
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Toll
CA XII, L.P.
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Toll
CA GP Corp.
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Toll
CA XIII, L.P.
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Toll
CA GP Corp.
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Toll
CA XIV, L.P.
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Toll
CA GP Corp.
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Toll
FL VII Limited Partnership
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Toll
FL GP Corp.
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Toll
FL VIII Limited Partnership
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Toll
FL GP Corp.
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Toll
IL IV, L.P.
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Toll
IL GP Corp.
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Toll
MD VIII Limited Partnership
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Toll
Land Corp. No. 43
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Toll
MD IX Limited Partnership
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Toll
Land Corp. No. 43
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Toll
NY LP
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Toll
Peppertree, Inc.
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Toll
PA XI, L.P.
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Toll
PA GP Corp.
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Toll
SC III, L.P.
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Toll
SC GP Corp.
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Toll
TX V LP
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Toll
TX GP Corp.
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Toll
VA III, L.P.
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Toll
VA III, L.L.C.
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Toll
VA VII, L.P.
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Toll
VA GP Corp.
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Toll
WV LP
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Toll
WV GP Corp.
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LIMITED
LIABILITY COMPANIES
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Arbor
Hills Development LLC
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Toll
MI IV Limited Partnership
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Toll
MI GP Corp.
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Colonial
40 I, LLC
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Colonial
40 II, LLC
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Colonial
40 II, LLC
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Toll
FL V Limited Partnership
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Toll
FL GP Corp.
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Martinsburg
Ventures, L.L.C.
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Toll
Land XXI Limited Partnership
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Toll
VA GP Corp.
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Regency
at Washington I LLC
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Regency
at Washington II LLC
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Regency
at Washington II LLC
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Toll
NJ VI, L.P.
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Toll
Land Corp. No. 10
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Santa
Xxxxxx Transit Village LLC
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Toll
CA GP Corp.
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XX
Xxxx Partners LLC
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Toll
NY L.P.
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Toll
Peppertree, Inc.
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Toll
CO I LLC
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Toll
CO, L.P.
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Toll
Corners LLC
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Toll
Land Limited Partnership
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Toll
Land Corp. No. 20
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Toll
Hoboken LLC
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Toll
Xxxxxx XX
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Toll
Land Corp. No. 10
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Toll
IN LLC
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Toll
Bros., Inc.
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Toll
MD II LLC
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The
Estates at Xxxxxx Xxxxx Limited Partnership
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Toll
Land Corp. No. 43
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CORPORATIONS
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Xxxxxxxxx
Surrey Hill Associates, Inc.
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Toll
Architecture, Inc.
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Toll
Brothers Canada USA, Inc.
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Toll
Northeast Services, Inc.
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Toll
WV GP Corp.
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EXHIBIT
A
For
purposes of this Eleventh Supplemental Indenture, the term “Indenture” shall
mean that certain Indenture, dated as of November 22, 2002 (the
“Original
Indenture”)
by and
among Toll Brothers Finance Corp., Toll Brothers, Inc. as Guarantor, the other
Guarantors identified therein and the Trustee, as supplemented by: (i) the
Authorizing Resolutions, related to the issuance of $300,000,000 aggregate
principal amount of 6.875% Senior Notes due 2012 (the “6.875%
Senior Notes”)
by
Toll Brothers Finance Corp. (the “Issuer”)
and
the issuance of related guarantees by Toll Brothers, Inc. (the “Company”)
and
the other Guarantors, attached as Exhibit A to the Joint Action of the Persons
Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll
Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated
as of
November 22, 2002; (ii) the First Supplemental Indenture, dated May 1, 2003
(the “First
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
First Supplemental Indenture, thereby became Guarantors) and the Trustee;
(iii) the Authorizing Resolutions related to the issuance of $250,000,000
aggregate principal amount of 5.95% Senior Notes due 2013 (the "5.95%
Senior Notes")
by the
Issuer and the issuance of related guarantees by the Company and the other
Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized
to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc.
and
Each of the Entities listed on Schedule I thereto dated as of September 3,
2003;
(iv) the Second Supplemental Indenture dated November 3, 2003 (the
"Second
Supplemental Indenture"),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Second Supplemental Indenture, thereby became Guarantors) and the Trustee;
(v) the Third Supplemental Indenture, dated January 26, 2004 (the
"Third
Supplemental Indenture"),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Third Supplemental Indenture, thereby became Guarantors) and the Trustee;
(vi) the Fourth Supplemental Indenture, dated March 1, 2004 (the
“Fourth
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Fourth Supplemental Indenture, thereby became Guarantors) and the Trustee;
(vii) the Authorizing Resolutions related to the issuance of $300,000,000
aggregate principal amount of 4.95% Senior Notes due 2014 (the “4.95%
Senior Notes”)
by the
Issuer and the issuance of related guarantees by the Company and the other
Guarantors attached as Exhibit A to the Joint Action of the Persons
Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll
Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated
as of March 9, 2004; (viii) the Fifth Supplemental Indenture, dated
September 20, 2004 (the “Fifth
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Fifth Supplemental Indenture, thereby became Guarantors) and the Trustee; (ix)
the Sixth Supplemental Indenture, dated as of October 28, 2004 (the
“Sixth
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Sixth Supplemental Indenture, thereby became Guarantors) and the Trustee; (x)
the Seventh Supplemental Indenture, dated as of October 31, 2004 (the
“Seventh
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Seventh Supplemental Indenture, thereby became Guarantors) and the Trustee;
(xi)
the Eighth Supplemental Indenture, dated as of January 31, 2005 (the
“Eighth
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Eighth Supplemental Indenture, thereby became Guarantors) and the Trustee;
(xii) the Authorizing Resolutions related to the issuance of $300,000,000
aggregate principal amount of 5.15% Senior Notes due 2015 (the “5.15%
Senior Notes”)
by the
Issuer and the issuance of related guarantees by the Company and the other
Guarantors attached as Exhibit A to the Joint Action of the Persons
Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll
Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated
as of May 26, 2005; (xiii) the Ninth Supplemental Indenture, dated as of June
6,
2005 (the “Ninth
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Ninth Supplemental Indenture, thereby became Guarantors) and the Trustee; and
(xiv) the Tenth Supplemental Indenture, dated as of August 1, 2005 (the
“Tenth
Supplemental Indenture”),
by
and among the parties listed on Schedule A thereto (who, pursuant to such
Tenth Supplemental Indenture, thereby became Guarantors) and the Trustee, and
as
may be further supplemented (including by this Eleventh Supplemental Indenture)
and/or amended.
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