Contract
Exhibit 4.19
THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2016 by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
WHEREAS, in connection with the mergers of certain Guarantors (each a "Merged Guarantor" as listed on Schedule B hereto) with and into the Surviving Guarantors appearing next to such Merged Guarantors on Schedule B hereto, each of the Surviving Guarantors is executing and delivering this Thirteenth Supplemental Indenture to affirm its obligations under the Indenture (as defined on Exhibit A attached hereto) pursuant to Sections 5.01 and 10.01(1) thereof; and
WHEREAS, the consent of Holders to the execution and delivery of this Thirteenth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Thirteenth Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1.Definitions. Capitalized terms used in this Thirteenth Supplemental Indenture and not otherwise defined herein (including Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture.
Section 2. Joinder. Each Surviving Guarantor agrees that by its entering into this Thirteenth Supplemental Indenture, such Surviving Guarantor hereby ratifies, approves and confirms in all respects its obligations under the Original Indenture both in its own capacity and as successor to its respective Merged Guarantor.
Section 3. Ratification of Indenture. This Thirteenth 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 Thirteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 4. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 5. Successors and Assigns. All covenants and agreements in this Thirteenth Supplemental Indenture by each Surviving Guarantor shall bind each such Surviving Guarantor’s successors and assigns, whether so expressed or not.
Section 6. Separability Clause. In case any one or more of the provisions contained in this Thirteenth 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 7. Governing Law. This Thirteenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Thirteenth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Thirteenth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 8. Counterparts. This Thirteenth 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 9. 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 Thirteenth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to be duly executed as of the date first above written.
TOLL BROTHERS FINANCE CORP., | ||
as Issuer | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X. Xxxxxx | ||
Title: Senior Vice President | ||
THE SURVIVING GUARANTORS NAMED ON | ||
SCHEDULE A HERETO, | ||
as Guarantors | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X. Xxxxxx | ||
Title: Designated Officer | ||
THE BANK OF NEW YORK MELLON, | ||
as Trustee | ||
By: | /s/ Xxxxxxxx X. X'Xxxxx | |
Name: Xxxxxxxx X. X'Xxxxx | ||
Title: Vice President | ||
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SCHEDULE A
SURVIVING GUARANTORS
00 X. 0xx Xxxxxx L.P.
000-000 Xxxxx Xxx. Realty Corp.
Belmont Land, L.P.
Fairway Valley, Inc.
First Brandywine Investment Corp. IV
MA Limited Land Corporation
Toll Bros., Inc.
Toll CA, L.P.
Toll FL III Limited Partnership
Toll IL HWCC, L.P.
Toll Land X Limited Partnership
Toll MD Limited Partnership
Toll MD III Limited Partnership
Toll Mid-Atlantic LP Company, Inc.
Toll Midwest LLC
Toll NJ IV, L.P.
Toll Northeast LP Company, Inc.
Toll Peppertree, Inc.
Toll RI GP Corp.
Toll Southeast LP Company, Inc.
Toll VA Member Two, Inc.
Toll West Coast LLC
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SCHEDULE B
LIST OF MERGERS
MERGING GUARANTORS SURVIVING GUARANTORS
Arizona LLC to be merged Arizona LLC will be merged into
C.B.A.Z. Construction Company LLC Toll VA Member Two, Inc.
California LP to be merged California LP will be merged into
Toll YL, L.P. Toll West Coast LLC
California LLCs to be merged California LLCs to be merged into
Golf I Country Club Estates at Toll CA, L.P.
Moorpark LLC
Golf II Country Club Estates at Toll CA, L.P.
Moorpark LLC
Paramount Village LLC Toll West Coast LLC
Delaware LLCs to be merged Delaware LLCs to be merged into
C.B.A.Z. Holding Company LLC Toll VA Member Two, Inc.
First Brandywine LLC III First Brandywine Investment Corp. IV
First Brandywine LLC IV First Brandywine Investment Corp. IV
Florida LPs to be merged Florida LPs will be merged into
TBI/Naples Limited Partnership Toll Southeast LP Company, Inc.
Toll Xxxxxxxxxx at Naples Limited Partnership Toll Southeast LP Company, Inc.
Florida LLCs to be merged Florida LLCs to be merged into
Lighthouse Point Land Company LLC Toll FL III Limited Partnership
Toll Realty LLC Toll Bros., Inc.
Illinois LLC to be merged Illinois LLC to be merged into
Hawthorn Xxxxx Country Club II LLC Toll IL HWCC, L.P.
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MERGING GUARANTORS SURVIVING GUARANTORS
MD LLCs to be merged MD LLCs will be merged into
0000 Xxxxxxxx Xxxx LLC Toll MD Limited Partnership
Arthur’s Xxxxx LLC Toll MD Limited Partnership
Longmeadow Properties LLC Toll MD III Limited Partnership
Xxxxxxxx Drive LLC Toll MD III Limited Partnership
MA LP to be merged MA LP will be merged into
Xxxxxxx Farm Limited Partnership Toll Northeast LP Company, Inc.
MI LPs to be merged MI LPs to be merged into
Toll at Honey Creek Limited Partnership Toll Midwest LLC
Toll Northville Limited Partnership Toll Midwest LLC
NH LP to be merged NH LP will be merged into
Toll NH Limited Partnership Toll Northeast LP Company, Inc.
NJ LPs to be merged NJ LPs to be merged into
Estates at Rivers Edge, L.P. MA Limited Land Corporation
Greenwich Chase, L.P. Toll Northeast LP Company, Inc.
West Amwell Limited Partnership Fairway Valley, Inc.
NJ LLCs to be merged NJ LLCs to be merged into
Regency at Mansfield I LLC Toll NJ IV, L.P.
Regency at Mansfield II LLC Toll NJ IV, L.P.
NY LP to be merged NY LP to be merged into
00 X. 0xx Xxxxxx L.P. Toll Northeast LP Company, Inc.
NY LLCs to be merged NY LLCs to be merged into
5-01 – 5-17 48th Avenue LLC Toll Northeast LP Company, Inc.
5-01 – 0-00 00xx Xxxxxx II LLC Toll Northeast LP Company, Inc.
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MERGING GUARANTORS SURVIVING GUARANTORS
5-01 – 0-00 00xx Xxxxxx GC LLC 00 X. 0xx Xxxxxx L.P.
5-01 – 5-17 48th Avenue XX XX LLC 00 X. 0xx Xxxxxx L.P.
00 X. 00xx Xxxxxx GC LLC 00 X. 0xx Xxxxxx L.P.
00 X. 0xx Xxxxxx XX XX LLC 00 X. 0xx Xxxxxx L.P.
00 X. 0xx Xxxxxx I LLC Toll Peppertree, Inc.
000-000 Xxxxx Xxx. GC LLC 000-000 Xxxxx Xxx. Realty Corp.
000-000 Xxxxx Xxx. XX XX LLC 000-000 Xxxxx Xxx. Realty Corp.
OH LP to be merged OH LP to be merged into
Toll Land XXVI Limited Partnership Toll Midwest LLC
PA LP to be merged PA LP to be merged into
Blue Xxxx Country Club, L.P. Toll Mid-Atlantic LP Company, Inc.
RI LLC to be merged RI LLC to be merged into
Toll Vanderbilt I LLC Toll RI GP Corp.
TN LP to be merged TN LP to be merged into
Xxxxxx Concord, L.P. Toll Bros., Inc.
VA LPs to be merged VA LPs to be merged into
Farmwell Xxxx, X.X. Toll Mid-Atlantic LP Company, Inc.
Great Falls Xxxx, X.X. Toll Mid-Atlantic LP Company, Inc.
VA LLCs to be merged VA LLCs to be merged into
The Ridges at Belmont Country Club I LLC Belmont Land, L.P.
The Ridges at Belmont Country Club II LLC Belmont Land, L.P.
Prince Xxxxxxx Land I LLC Toll Land X Limited Partnership
Prince Xxxxxxx Land II LLC Toll Land X Limited Partnership
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EXHIBIT A
For purposes of this Thirteenth Supplemental Indenture, the term “Indenture” shall mean that certain Indenture, dated as of April 20, 2009 (the “Original Indenture”) by and among Toll Brothers Finance Corp., Toll Brothers, Inc. as Guarantor, the other Guarantors identified therein and the Trustee, as supplemented by: (i) the Authorizing Resolutions, related to the issuance of $400,000,000 aggregate principal amount of 8.910% Senior Notes due 2017 (the “8.910% Senior Notes”) by Toll Brothers Finance Corp. (the “Issuer”) and the issuance of related guarantees by Toll Brothers, Inc. (the “Company”) and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of April 27, 2009; (ii) the Authorizing Resolutions, related to the issuance of $250,000,000 aggregate principal amount of 6.750% Senior Notes due 2019 (the “6.750% Senior Notes”) by the Issuer and the issuance of related guarantees by the Company and the other Guarantors attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of September 22, 2009; (iii) the First Supplemental Indenture dated October 27, 2011 (the “First Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such First Supplemental Indenture, thereby became Guarantors) and the Trustee; (iv) the Second Supplemental Indenture dated as of November 1, 2011 (the “Second Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Second Supplemental Indenture, thereby became Guarantors) and the Trustee; (v) the Third Supplemental Indenture dated as of April 27, 2012 (the “Third Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vi) the Fourth Supplemental Indenture dated as of April 30, 2013 (the “Fourth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vii) the Fifth Supplemental Indenture dated as of April 30, 2014 (the “Fifth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (viii) the Sixth Supplemental Indenture dated as of July 31, 2014 (the “Sixth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (ix) the Seventh Supplemental Indenture dated as of October 31, 2014 (the “Seventh Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventh Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (x) the Eighth Supplemental Indenture dated as of January 30, 2015 (the “Eighth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xi) the Ninth Supplemental Indenture dated as of April 30, 2015 (the “Ninth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Ninth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xii) the Tenth Supplemental Indenture dated as of October 30, 2015 (the “Tenth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Tenth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xiii) the Eleventh Supplemental Indenture dated as of January 29, 2016 (the “Eleventh Supplemental Indenture”), by and between the party listed on Schedule A thereto (who, pursuant to such Eleventh Supplemental Indenture, affirmed its obligations as a Guarantor) and the Trustee; the Twelfth Supplemental Indenture dated as of April 29, 2016 (the “Twelfth Supplemental Indenture”), by and among the parties listed on Schedule A thereto (who, pursuant to such Twelfth Supplemental Indenture, affirmed their obligations as Guarantors) and the Trustee; and as may be further supplemented (including by this Thirteenth Supplemental Indenture) and/or amended.
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