THE SURVIVING GUARANTORS NAMED ONSCHEDULE AHERETO, as GuarantorsBy:/s/ JOSEPH R. SICREEName: Joseph R. SicreeTitle: Designated Office THE BANK OF NEW YORK MELLON,as TrusteeBy:/s/ Mary MiselisName: Mary MiselisTitle: Vice President SCHEDULE A Surviving Guarantor

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 27, 2012 by and among 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”). RECITALS

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 First Supplemental Indenture to affirm its obligations under the Indenture (as defined on Exhibit A attached hereto) pursuant to Section 5.01 thereof; and

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

Section 1.Definitions. Capitalized terms used in this First 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 First 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 First 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 First 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 First 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 First 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 First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This First Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this First Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.

Section 8.    Counterparts. This First 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 First Supplemental Indenture.

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

For purposes of this First Supplemental Indenture, that certain Indenture, dated as of February 7, 2012 (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 5.875% Senior Notes due 2022 (the “5.875 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 February 7, 2012; and as may be further supplemented (including by this First Supplemental Indenture) and/or amended.