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SEVENTEENTH SUPPLEMENTAL INDENTURE

Addendum or Modifications

SEVENTEENTH SUPPLEMENTAL INDENTURE | Document Parties: TOLL BROTHERS INC | BANK OF NEW YORK TRUST COMPANY, N.A. | JP MORGAN TRUST COMPANY, NATIONAL ASSOCIATION You are currently viewing:
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TOLL BROTHERS INC | BANK OF NEW YORK TRUST COMPANY, N.A. | JP MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

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Title: SEVENTEENTH SUPPLEMENTAL INDENTURE
Governing Law: New York     Date: 6/8/2009
Industry: Construction Services     Sector: Capital Goods

SEVENTEENTH SUPPLEMENTAL INDENTURE, Parties: toll brothers inc , bank of new york trust company  n.a. , jp morgan trust company  national association
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EXHIBIT 4.1

      THIS SEVENTEENTH SUPPLEMENTAL INDENTURE , dated as of January 31, 2008, by and among the parties listed on Schedule A hereto (each an “ Additional Guarantor ” and collectively, the “ Additional Guarantors ”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “ Trustee ”). Capitalized terms used in this Seventeenth 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 Seventeenth Supplemental Indenture; and

      WHEREAS, the consent of Holders to the execution and delivery of this Seventeenth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Seventeenth Supplemental Indenture have been taken.

      NOW, THEREFORE IT IS AGREED:

      Section 1. Joinder . Each Additional Guarantor agrees that by its entering into this Seventeenth 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 Seventeenth 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 Seventeenth 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.

      Section 4. Successors and Assigns . All covenants and agreements in this Seventeenth 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 Seventeenth 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 Seventeenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Seventeenth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Seventeenth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

      Section 7. Counterparts . This Seventeenth 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 Seventeenth Supplemental Indenture.

      IN WITNESS WHEREOF , the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed as of the date first above written.

 

 

 

 

 

THE ADDITIONAL GUARANTORS NAMED
ON SCHEDULE A HERETO, as Guarantors

 

 

 

 

 

By: Joseph R. Sicree

 

 

 

 

 

Name: Joseph R. Sicree

 

 

Title: Designated Officer

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee

By: Mary LaGumina

Name: Mary LaGumina

Title: Vice President

 


 

SCHEDULE A

 

 

 

       Company Name

 

             Member

Toll Henderson LLC

 

Toll N


 
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