TOLL BROTHERS INC (Form: S-3ASR, Received: 10/29/2008 13:41:28)

Joseph R. Sicree

Joseph R. Sicree

Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

As filed with the Securities and Exchange Commission on October 29, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Toll Brothers, Inc.*

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization of registrant)		23-2416878 (I.R.S. Employer Identification No.)

250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

Joel H. Rassman
Executive Vice President and Chief Financial Officer
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Darrick M. Mix, Esquire
WolfBlock LLP
1650 Arch Street, 22 ^nd Floor
Philadelphia, PA 19103-2097
(215) 977-2006

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

CALCULATION OF REGISTRATION FEE



		Proposed	Proposed
		Maximum	Maximum
Title of Each Class of	Amount to be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered	Per Unit	Offering Price	Registration Fee
Common Stock (1)	(2)	(2)	(2)	(2)
Preferred Stock	(2)	(2)	(2)	(2)
Warrants	(2)	(2)	(2)	(2)
Debt Securities	(2)	(2)	(2)	(2)
Guarantees	(2), (3)	(2), (3)	(2), (3)	(2), (3)


(1)		Each share of common stock registered hereunder includes associated Rights to Purchase Series A Junior Participating Preferred Stock (“Rights”) of Toll Brothers, Inc. Until the occurrence of certain prescribed events, the Rights are not exercisable, will be evidenced by the certificate for the common stock and will be transferred along with and only with the common stock. Upon the occurrence of such events, the Rights will separate from the common stock and separate certificates representing the Rights will be distributed to the holders of the common stock.

(2)		Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all of the registration fee.

(3)		Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees.

*		The co-registrants listed on the next page are also included in this Form S-3 Registration Statement as additional registrants.

The following direct and indirect subsidiaries of Toll Brothers, Inc. may issue the debt securities and/or guarantee the debt securities and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is 250 Gibraltar Road, Horsham, Pennsylvania 19044, 215 938-8000.


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

110-112 Third Ave. Realty Corp.	New York	13-1940046
Amwell Chase, Inc.	Delaware	23-2551304
Bunker Hill Estates, Inc.	Delaware	23-2535037
Chesterbrooke, Inc.	Delaware	23-2485513
Connecticut Land Corp.	Delaware	23-2533514
Daylesford Development Corp.	Delaware	23-2511943
ESE Consultants, Inc.	Delaware	23-2432981
Fairway Valley, Inc.	Delaware	23-2432976
First Brandywine Finance Corp.	Delaware	23-2737486
First Brandywine Investment Corp. II	Delaware	23-2731790
First Brandywine Investment Corp. III	Delaware	23-2820213
First Brandywine Investment Corp. IV	Delaware	61-1443340
First Huntingdon Finance Corp.	Delaware	23-2485787
Franklin Farms G.P., Inc.	Delaware	23-2486303
HQZ Acquisitions, Inc.	Michigan	38-3149633
MA Limited Land Corporation	Delaware	23-2523560
Maple Point, Inc.	Delaware	23-2551803
Maryland Limited Land Corporation	Delaware	23-2499816
Polekoff Farm, Inc.	Pennsylvania	23-2417142
SH Homes Corporation	Michigan	38-3392296
SI Investment Corporation	Michigan	38-3298884
Springfield Chase, Inc.	Delaware	23-2538985
Stewarts Crossing, Inc.	Delaware	23-2547222
TB Proprietary Corp.	Delaware	23-2485790
TB Proprietary LP, Inc.	Delaware	23-3066217
Tenby Hunt, Inc.	Delaware	23-2682947
The Silverman Building Companies, Inc.	Michigan	38-3075345
Toll Architecture I, P.A.	Delaware	20-4889260
Toll Architecture, Inc.	Delaware	20-3532291
Toll AZ GP Corp.	Delaware	23-2815680
Toll Bay Corp.	Delaware	57-1195220
Toll Bay Corp. II	Delaware	56-2489898
Toll Bros. of Arizona, Inc.	Arizona	23-2906398
Toll Bros. of North Carolina, Inc.	North Carolina	23-2777389
Toll Bros. of North Carolina II, Inc.	North Carolina	23-2990315
Toll Bros. of North Carolina III, Inc.	North Carolina	23-2993276
Toll Bros. of Tennessee, Inc.	Delaware	51-0385724
Toll Bros., Inc.	Delaware	23-2600117
Toll Bros., Inc.	Pennsylvania	23-2417123
Toll Bros., Inc.	Texas	23-2896374
Toll Brothers AZ Construction Company	Arizona	23-2832024
Toll Brothers Canada USA, Inc.	Delaware	20-4250532
Toll Brothers Finance Corp.	Delaware	23-3097271
Toll Brothers Real Estate, Inc.	Pennsylvania	23-2417116
Toll Buckeye Corp.	Delaware	56-2489916


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll Buckeye Corp. II	Delaware	56-2489918
Toll CA GP Corp.	California	23-2748091
Toll Centennial Corp.	Delaware	56-2489913
Toll CO GP Corp.	Colorado	23-2978190
Toll Copper Corp.	Delaware	56-2489926
Toll Copper Corp. II	Delaware	56-2489925
Toll Corp.	Delaware	23-2485860
Toll Development Company, Inc.	Michigan	38-3180742
Toll Diamond Corp.	Delaware	57-1195241
Toll Diamond Corp. II	Delaware	56-2489912
Toll Dominion Corp.	Delaware	57-1195222
Toll Dominion Corp. II	Delaware	56-2489897
Toll Empire Corp.	Delaware	57-1195218
Toll Empire Corp. II	Delaware	56-2489900
Toll Finance Corp.	Delaware	23-2978196
Toll FL GP Corp.	Florida	23-2796288
Toll GA GP Corp.	Georgia	20-5853882
Toll Garden Corp.	Delaware	55-0883946
Toll Garden Corp. II	Delaware	56-2489899
Toll Golden Corp.	Delaware	56-2489904
Toll Granite Corp.	Delaware	57-1195215
Toll Granite Corp. II	Delaware	56-2489902
Toll Great Lakes Corp.	Delaware	56-2489914
Toll Great Lakes Corp. II	Delaware	56-2489920
Toll Holdings, Inc.	Delaware	23-2569047
Toll IL GP Corp.	Illinois	23-2967049
Toll Keystone Corp.	Delaware	57-1195238
Toll Keystone Corp. II	Delaware	56-2489895
Toll Land Corp. No. 6	Pennsylvania	23-2417134
Toll Land Corp. No. 10	Delaware	23-2551776
Toll Land Corp. No. 20	Delaware	23-2551793
Toll Land Corp. No. 43	Delaware	23-2737488
Toll Land Corp. No. 45	Delaware	23-2737050
Toll Land Corp. No. 46	Delaware	23-2737483
Toll Land Corp. No. 47	Delaware	23-2737359
Toll Land Corp. No. 48	Delaware	23-2860557
Toll Land Corp. No. 49	Delaware	23-2860562
Toll Land Corp. No. 50	Delaware	23-2860513
Toll Land Corp. No. 51	Delaware	23-2959185
Toll Land Corp. No. 52	Delaware	23-2966099
Toll Land Corp. No. 53	Delaware	23-2978200
Toll Land Corp. No. 55	Delaware	23-2978124
Toll Land Corp. No. 56	Delaware	23-2978119
Toll Land Corp. No. 58	Delaware	23-3097273
Toll Land Corp. No. 59	Delaware	23-3097278
Toll Land Corp. No. 60	Delaware	23-3097277
Toll Lone Star Corp.	Delaware	56-2489928
Toll Lone Star Corp. II	Delaware	56-2489927
Toll LTC Successor Corp.	Nevada	20-5854053
Toll Management AZ Corp.	Delaware	51-0385727
Toll Management VA Corp.	Delaware	51-0385725


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll Manhattan I, Inc.	New York	20-2255686
Toll MD Builder Corp.	Maryland	20-0355148
Toll MI GP Corp.	Michigan	23-2917543
Toll Mid-Atlantic LP Company, Inc.	Delaware	57-1195257
Toll Mid-Atlantic Note Company, Inc.	Delaware	57-1195252
Toll Midwest LP Company, Inc.	Delaware	56-2489924
Toll Midwest Note Company, Inc.	Delaware	56-2489923
Toll MN GP Corp.	Minnesota	20-0099962
Toll NC GP Corp.	North Carolina	23-2760759
Toll NH GP Corp.	New Hampshire	23-3048998
Toll NJ Builder Corp.	New Jersey	74-3083211
Toll NJX-I Corp.	Delaware	51-0413821
Toll NJX-II Corp.	Delaware	51-0413826
Toll NJX III Corp.	Delaware	74-3083754
Toll NJX IV Corp.	Delaware	74-3083774
Toll Northeast LP Company, Inc.	Delaware	57-1195250
Toll Northeast Note Company, Inc.	Delaware	57-1195240
Toll Northeast Services, Inc.	Delaware	20-3714378
Toll Nutmeg Corp.	Delaware	57-1195212
Toll Nutmeg Corp. II	Delaware	56-2489901
Toll NV GP Corp.	Nevada	23-2928710
Toll OH GP Corp.	Ohio	23-2878722
Toll Old Line Corp.	Delaware	57-1195233
Toll Old Line Corp. II	Delaware	56-2489896
Toll PA Builder Corp.	Pennsylvania	87-0693313
Toll PA GP Corp.	Pennsylvania	23-2687561
Toll PA II GP Corp.	Pennsylvania	03-0395069
Toll PA III GP Corp.	Pennsylvania	20-1934096
Toll Palmetto Corp.	Delaware	57-1195245
Toll Palmetto Corp. II	Delaware	56-2489911
Toll Peppertree, Inc.	New York	23-2709097
Toll Philmont Corporation	Delaware	23-2526635
Toll Plantation Corp.	Delaware	57-1195217
Toll Plantation Corp. II	Delaware	56-2489903
Toll Prairie Corp.	Delaware	56-2489915
Toll Realty Holdings Corp. I	Delaware	23-2954512
Toll Realty Holdings Corp. II	Delaware	23-2954511
Toll Realty Holdings Corp. III	Delaware	23-2954510
Toll RI GP Corp.	Rhode Island	23-3020194
Toll Sagebrush Corp.	Delaware	56-2489919
Toll SC GP Corp.	South Carolina	23-3094328
Toll Southeast LP Company, Inc.	Delaware	57-1195213
Toll Southeast Note Company, Inc.	Delaware	57-1195261
Toll Southwest LP Company, Inc.	Delaware	56-2489922
Toll Southwest Note Company, Inc.	Delaware	56-2489921
Toll Sunshine Corp.	Delaware	57-1195251
Toll Sunshine Corp. II	Delaware	56-2489909
Toll Tar Heel Corp.	Delaware	57-1195249
Toll Tar Heel Corp. II	Delaware	56-2489910
Toll TN GP Corp.	Tennessee	23-2886926
Toll TX GP Corp.	Delaware	23-2796291


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll VA GP Corp.	Delaware	23-2551790
Toll VA Member Two, Inc.	Delaware	51-0385726
Toll WestCoast LP Company, Inc.	Delaware	56-2489917
Toll WestCoast Note Company, Inc.	Delaware	59-3790049
Toll Wood Corporation	Delaware	23-2533529
Toll WV GP Corp.	West Virginia	20-3337780
Toll YL, Inc.	California	23-2898272
Valley Forge Conservation Holding GP Corp.	Pennsylvania	73-1636768
Warren Chase, Inc.	Delaware	23-2518740
Windsor Development Corp.	Pennsylvania	23-2432983
51 N. 8th Street L.P.	New York	23-2796304
Afton Chase, L.P.	Pennsylvania	23-2760770
Audubon Ridge, L.P.	Pennsylvania	23-2668976
Beaumont Chase, L.P.	Pennsylvania	23-2910269
Belmont Land, L.P.	Virginia	23-2810333
Bernards Chase, L.P.	New Jersey	23-2796287
Binks Estates Limited Partnership	Florida	23-2796300
Blue Bell Country Club, L.P.	Pennsylvania	23-2668975
Branchburg Ridge, L.P.	New Jersey	23-2918996
Brass Castle Estates, L.P.	New Jersey	23-2921715
Bridle Estates, L.P.	Pennsylvania	23-2855510
Broad Run Associates, L.P.	Pennsylvania	23-2979479
Buckingham Woods, L.P.	Pennsylvania	23-2689274
Bucks County Country Club, L.P.	Pennsylvania	23-2878689
Calabasas View, L.P.	California	23-2785219
CC Estates Limited Partnership	Massachusetts	23-2748927
Charlestown Hills, L.P.	New Jersey	23-2855658
Chellis Hill Limited Partnership	Massachusetts	20-2489463
Cheltenham Estates Limited Partnership	Michigan	23-2968590
Chesterbrooke Limited Partnership	New Jersey	23-2485378
Cobblestones at Thornbury, L.P.	Pennsylvania	23-2774674
Cold Spring Hunt, L.P.	Pennsylvania	23-2702468
Concord Chase, L.P.	Pennsylvania	23-2897949
Cortlandt Chase, L.P.	New York	23-2928875
Dolington Estates, L.P.	Pennsylvania	23-2760781
Dominion Country Club, L.P.	Virginia	23-2984309
Eagle Farm Limited Partnership	Massachusetts	23-2760777
Estates at Coronado Pointe, L.P.	California	23-2796299
Estates at Princeton Junction, L.P.	New Jersey	23-2760779
Estates at Rivers Edge, L.P.	New Jersey	23-2748080
Estates at San Juan Capistrano, L.P.	California	23-2796301
Fair Lakes Chase, L.P.	Virginia	23-2955092
Fairfax Investment, L.P.	Virginia	23-2982190
Fairfax Station Hunt, L.P.	Virginia	23-2680894
Fairway Mews Limited Partnership	New Jersey	23-2621939
Farmwell Hunt, L.P.	Virginia	23-2822996
First Brandywine Partners, L.P.	Delaware	51-0385730
Franklin Oaks Limited Partnership	Massachusetts	23-2838925
Great Falls Hunt, L.P.	Virginia	23-2719371
Great Falls Woods, L.P.	Virginia	23-2963544
Greens at Waynesborough, L.P.	Pennsylvania	23-2740013


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Greenwich Chase, L.P.	New Jersey	23-2709793
Greenwich Station, L.P.	New Jersey	23-2816336
Hoboken Land LP	New Jersey	20-1466751
Hockessin Chase, L.P.	Delaware	23-2944970
Holland Ridge, L.P.	New Jersey	23-2785227
Holliston Hunt Limited Partnership	Massachusetts	23-2922701
Hopewell Hunt, L.P.	New Jersey	23-2838289
Huckins Farm Limited Partnership	Massachusetts	23-2740411
Hunter Mill, L.P.	Virginia	23-2711430
Hunterdon Chase, L.P.	New Jersey	23-2774673
Hunterdon Ridge, L.P.	New Jersey	23-2944965
Huntington Estates Limited Partnership	Connecticut	23-2855662
Hurley Ridge Limited Partnership	Maryland	23-2954935
Kensington Woods Limited Partnership	Massachusetts	23-2701194
Laurel Creek, L.P.	New Jersey	23-2796297
Loudoun Valley Associates, L.P.	Virginia	23-3025878
Manalapan Hunt, L.P.	New Jersey	23-2806323
Mill Road Estates, L.P.	Pennsylvania	23-2954934
Montgomery Chase, L.P.	New Jersey	23-2745356
Moorestown Hunt, L.P.	New Jersey	23-2810335
Mount Kisco Chase, L.P.	New York	23-2796641
NC Country Club Estates Limited Partnership	North Carolina	23-2917299
Newtown Chase Limited Partnership	Connecticut	23-2818660
Northampton Crest, L.P.	Pennsylvania	23-2944980
Northampton Preserve, L.P.	Pennsylvania	23-2901212
Patriots, L.P.	New Jersey	23-2941041
Preston Village Limited Partnership	North Carolina	23-2806570
Princeton Hunt, L.P.	New Jersey	23-2747998
Providence Plantation Limited Partnership	North Carolina	23-2855661
Regency at Dominion Valley, L.P.	Virginia	45-0497498
River Crossing, L.P.	Pennsylvania	23-2855516
Rolling Greens, L.P.	New Jersey	23-2855583
Rose Hollow Crossing Associates	Pennsylvania	23-2253629
Seaside Estates Limited Partnership	Florida	23-2870057
Shrewsbury Hunt Limited Partnership	Massachusetts	23-2912930
Silverman-Toll Limited Partnership	Michigan	23-2986323
Somers Chase, L.P.	New York	23-2855511
Somerset Development Limited Partnership	North Carolina	23-2785223
Sorrento at Dublin Ranch I LP	California	20-3337641
Sorrento at Dublin Ranch II LP	California	20-3337654
Sorrento at Dublin Ranch III LP	California	20-3337665
South Riding, L.P.	Virginia	23-2994369
South Riding Amberlea LP	Virginia	20-0383954
South Riding Partners Amberlea LP	Virginia	20-0384024
South Riding Partners, L.P.	Virginia	23-2861890
Southport Landing Limited Partnership	Connecticut	23-2784609
Springton Pointe, L.P.	Pennsylvania	23-2810340
Stone Mill Estates, L.P.	Pennsylvania	23-3013974
Swedesford Chase, L.P.	Pennsylvania	23-2939504
TB Proprietary, L.P.	Delaware	23-3070158
TBI/Heron Bay Limited Partnership	Florida	23-2928874


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

TBI/Naples Limited Partnership	Florida	23-2883354
TBI/Palm Beach Limited Partnership	Florida	23-2891601
The Bird Estate Limited Partnership	Massachusetts	23-2883360
The Estates at Brooke Manor Limited Partnership	Maryland	23-2740412
The Estates at Summit Chase, L.P.	California	23-2748089
The Preserve at Annapolis Limited Partnership	Maryland	23-2838510
The Preserve at Boca Raton Limited Partnership	Florida	23-2810339
The Woods at Highland Lakes, L.P.	Ohio	23-2948699
The Woods at Long Valley, L.P.	New Jersey	23-2889640
Timber Ridge Investment Limited Partnership	Michigan	38-3413876
Toll at Brier Creek Limited Partnership	North Carolina	23-2954264
Toll at Daventry Park, L.P.	Ohio	23-2897947
Toll at Honey Creek Limited Partnership	Michigan	20-3675855
Toll at Payne Ranch, L.P.	California	23-2833118
Toll at Princeton Walk, L.P.	New Jersey	23-2879954
Toll at Westlake, L.P.	New Jersey	23-2963549
Toll at Whippoorwill, L.P.	New York	23-2888554
Toll Brooklyn L.P.	New York	20-1941153
Toll Bros. of Tennessee, L.P.	Tennessee	51-0386723
Toll Brothers AZ Limited Partnership	Arizona	23-2815685
Toll Brothers Maryland II Limited Partnership	Maryland	23-3027594
Toll CA, L.P.	California	23-2963547
Toll CA II, L.P.	California	23-2838417
Toll CA III, L.P.	California	23-3031827
Toll CA IV, L.P.	California	23-3029688
Toll CA V, L.P.	California	23-3091624
Toll CA VI, L.P.	California	23-3091657
Toll CA VII, L.P.	California	20-1972440
Toll CA VIII, L.P.	California	20-2328888
Toll CA IX, L.P.	California	20-3454571
Toll CA X, L.P.	California	20-3454613
Toll CA XI, L.P.	California	20-3532036
Toll CA XII, L.P.	California	20-3733386
Toll CA XIII, L.P.	California	20-4249551
Toll CA XV, L.P.	California	20-4889196
Toll CA XVI, L.P.	California	20-4889219
Toll CA XVII, L.P.	California	20-5469235
Toll CA XVIII, L.P.	California	20-5378099
Toll CA XIV, L.P.	California	20-4249528
Toll CA XIX, L.P.	California	20-5853968
Toll Cliffs Urban Renewal Company LP	New Jersey	20-0383861
Toll CO, L.P.	Colorado	23-2978294
Toll Costa, L.P.	California	81-0602065
Toll CT II Limited Partnership	Connecticut	23-3041974
Toll CT Limited Partnership	Connecticut	23-2963551
Toll CT Westport Limited Partnership	Connecticut	23-3048964
Toll DE LP	Delaware	20-0660934
Toll East Naples Limited Partnership	Florida	23-2929049
Toll Estero Limited Partnership	Florida	72-1539292
Toll FL Limited Partnership	Florida	23-3007073
Toll FL II Limited Partnership	Florida	73-1657686


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll FL III Limited Partnership	Florida	20-0135814
Toll FL IV Limited Partnership	Florida	20-1158717
Toll FL V Limited Partnership	Florida	20-2862720
Toll FL VI Limited Partnership	Florida	20-3161585
Toll FL VII Limited Partnership	Florida	20-3482591
Toll FL VIII Limited Partnership	Florida	20-4232188
Toll Ft. Myers Limited Partnership	Florida	82-0559443
Toll GA LP	Georgia	20-5854013
Toll Grove LP	New Jersey	20-0215496
Toll Hudson LP	New Jersey	20-0465460
Toll IL HWCC, L.P.	Illinois	75-2985312
Toll IL, L.P.	Illinois	23-2963552
Toll IL II, L.P.	Illinois	23-3041962
Toll IL III, L.P.	Illinois	03-0382404
Toll IL IV, L.P.	Illinois	20-3733446
Toll IL WSB, L.P.	Illinois	20-1000885
Toll Jacksonville Limited Partnership	Florida	20-0204373
Toll Land IX Limited Partnership	Virginia	23-2939502
Toll Land Limited Partnership	Connecticut	23-2709099
Toll Land IV Limited Partnership	New Jersey	23-2737490
Toll Land V Limited Partnership	New York	23-2796637
Toll Land VI Limited Partnership	New York	23-2796640
Toll Land VII Limited Partnership	New York	23-2775308
Toll Land X Limited Partnership	Virginia	23-2774670
Toll Land XI Limited Partnership	New Jersey	23-2796302
Toll Land XIV Limited Partnership	New York	23-2796295
Toll Land XV Limited Partnership	Virginia	23-2810342
Toll Land XVI Limited Partnership	New Jersey	23-2810344
Toll Land XVII Limited Partnership	Connecticut	23-2815064
Toll Land XVIII Limited Partnership	Connecticut	23-2833240
Toll Land XIX Limited Partnership	California	23-2833171
Toll Land XX Limited Partnership	California	23-2838991
Toll Land XXI Limited Partnership	Virginia	23-2865738
Toll Land XXII Limited Partnership	California	23-2879949
Toll Land XXIII Limited Partnership	California	23-2879946
Toll Land XXV Limited Partnership	New Jersey	23-2867694
Toll Land XXVI Limited Partnership	Ohio	23-2880687
Toll Livingston at Naples Limited Partnership	Florida	71-0902794
Toll MA Land Limited Partnership	Massachusetts	20-4889176
Toll Marshall LP	New Jersey	20-0215536
Toll MD Builder I, L.P.	Maryland	20-0355209
Toll MD Limited Partnership	Maryland	23-2963546
Toll MD II Limited Partnership	Maryland	23-2978195
Toll MD III Limited Partnership	Maryland	23-3044366
Toll MD IV Limited Partnership	Maryland	71-0890813
Toll MD V Limited Partnership	Maryland	81-0610742
Toll MD VI Limited Partnership	Maryland	20-1756721
Toll MD VII Limited Partnership	Maryland	20-2101938
Toll MD VIII Limited Partnership	Maryland	20-3675884
Toll MD IX Limited Partnership	Maryland	20-3733408
Toll MD X Limited Partnership	Maryland	20-5469282


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll MI Limited Partnership	Michigan	23-2999200
Toll MI II Limited Partnership	Michigan	23-3015611
Toll MI III Limited Partnership	Michigan	23-3097778
Toll MI IV Limited Partnership	Michigan	20-1501161
Toll MI V Limited Partnership	Michigan	20-2489523
Toll MN, L.P.	Minnesota	20-0099987
Toll MN II, L.P.	Minnesota	20-4804528
Toll Naval Associates	Pennsylvania	23-2454576
Toll NC II LP	North Carolina	20-5208447
Toll NC, L.P.	North Carolina	20-2087335
Toll NH Limited Partnership	New Hampshire	23-3048999
Toll NJ Builder I, L.P.	New Jersey	41-2089798
Toll NJ, L.P.	New Jersey	23-2963550
Toll NJ II, L.P.	New Jersey	23-2991953
Toll NJ III, L.P.	New Jersey	23-2993263
Toll NJ IV, L.P.	New Jersey	23-3038827
Toll NJ V, L.P.	New Jersey	23-3091620
Toll NJ VI, L.P.	New Jersey	23-3098583
Toll NJ VII, L.P.	New Jersey	20-2635402
Toll NJ VIII, L.P.	New Jersey	20-3337736
Toll NJ XI, L.P.	New Jersey	20-5088496
Toll Northville Golf Limited Partnership	Michigan	23-2918224
Toll Northville Limited Partnership	Michigan	23-2918130
Toll NV Limited Partnership	Nevada	23-3010602
Toll NY LP	New York	20-3887115
Toll Orlando Limited Partnership	Florida	20-2862679
Toll PA, L.P.	Pennsylvania	23-2879956
Toll PA II, L.P.	Pennsylvania	23-3063349
Toll PA III, L.P.	Pennsylvania	23-3097666
Toll PA IV, L.P.	Pennsylvania	23-3097672
Toll PA V, L.P.	Pennsylvania	03-0395087
Toll PA VI, L.P.	Pennsylvania	47-0858909
Toll PA VII, L.P.	Pennsylvania	68-0533037
Toll PA VIII, L.P.	Pennsylvania	20-0969010
Toll PA IX, L.P.	Pennsylvania	20-0969053
Toll PA X, L.P.	Pennsylvania	20-2172994
Toll PA XI, L.P.	Pennsylvania	20-3733420
Toll PA XII, L.P.	Pennsylvania	20-1934037
Toll PA XIII, L.P.	Pennsylvania	20-4889135
Toll Park LP	New Jersey	20-0383903
Toll Realty Holdings LP	Delaware	23-2954509
Toll Reston Associates, L.P.	Delaware	23-3016263
Toll RI, L.P.	Rhode Island	23-3020191
Toll RI II, L.P.	Rhode Island	27-0043852
Toll SC, L.P.	South Carolina	23-3094632
Toll SC II, L.P.	South Carolina	82-0574725
Toll SC III, L.P.	South Carolina	20-4249465
Toll Stonebrae LP	California	20-3192668
Toll VA, L.P.	Virginia	23-2952674
Toll VA II, L.P.	Virginia	23-3001131
Toll VA III, L.P.	Virginia	23-3001132


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll VA IV, L.P.	Virginia	75-2972033
Toll VA V, L.P.	Virginia	47-0887401
Toll VA VI, L.P.	Virginia	20-1972394
Toll VA VII, L.P.	Virginia	20-3675918
Toll WV LP	West Virginia	20-4249451
Toll YL, L.P.	California	23-3016250
Toll YL II, L.P.	California	80-0014182
Toll-Dublin, L.P.	California	23-3070669
Trumbull Hunt Limited Partnership	Connecticut	23-2855529
Uwchlan Woods, L.P.	Pennsylvania	23-2838958
Valley Forge Conservation Holding, L.P.	Pennsylvania	42-1537902
Valley Forge Woods, L.P.	Pennsylvania	23-2699971
Valley View Estates Limited Partnership	Massachusetts	23-2760768
Village Partners, L.P.	Pennsylvania	81-0594073
Washington Greene Development, L.P.	New Jersey	23-2815640
Waterford Preserve LP	Virginia	20-2814766
West Amwell Limited Partnership	New Jersey	23-2570825
Whiteland Woods, L.P.	Pennsylvania	23-2833125
Willowdale Crossing, L.P.	Pennsylvania	23-2879951
Wilson Concord, L.P.	Tennessee	23-2887824
110-112 Third Ave. GC II LLC	New York	13-1940046**
110-112 Third Ave. GC LLC	New York	13-1940046**
1500 Garden St. LLC	New Jersey	20-1466751**
2301 Fallston Road LLC	Maryland	23-2963546**
5-01 — 5-17 48th Avenue GC II LLC	New York	23-2796295**
5-01 — 5-17 48th Avenue GC LLC	New York	23-2796295**
5-01 — 5-17 48th Avenue II LLC	New York	23-2796295**
5-01 — 5-17 48th Avenue LLC	New York	23-2796295**
51 N. 8th Street GC II LLC	New York	23-2796304**
51 N. 8th Street GC LLC	New York	23-2796304**
51 N. 8th Street I LLC	New York	23-2709097**
60 Industrial Parkway Cheektowaga, LLC	New York	23-2796640**
700 Grove Street Urban Renewal, LLC	New Jersey	20-0215496**
Arbor Hills Development LLC	Michigan	20-1501161**
Arthur’s Woods, LLC	Maryland	23-2963546**
Arundel Preserve #6, LLC	Maryland	20-2101938**
Arundel Preserve #10a, LLC	Maryland	20-2101938**
Belmont Country Club I LLC	Virginia	23-2810333**
Belmont Country Club II LLC	Virginia	23-2810333**
Big Branch Overlook L.L.C.	Maryland	23-2978195**
Block 255 LLC	New Jersey	20-1466751**
Brier Creek Country Club I LLC	North Carolina	23-2954264**
Brier Creek Country Club II LLC	North Carolina	23-2954264**
C.B.A.Z. Construction Company LLC	Arizona	51-0385729**
C.B.A.Z. Holding Company LLC	Delaware	51-0385729
Colonial 40 I, LLC	Florida	20-2862720**
Colonial 40 II, LLC	Florida	20-2862720**
Component Systems I LLC	Delaware	23-2417123**
Component Systems II LLC	Delaware	23-2417123**
Creeks Farm L.L.C.	Maryland	23-2978195**
CWG Construction Company LLC	New Jersey	20-1104737


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Dominion Valley Country Club I LLC	Virginia	23-2984309**
Dominion Valley Country Club II LLC	Virginia	23-2984309**
Feys Property LLC	Maryland	23-2978195**
First Brandywine LLC I	Delaware	23-2731790**
First Brandywine LLC II	Delaware	23-2731790**
First Brandywine LLC III	Delaware	61-1443340**
First Brandywine LLC IV	Delaware	61-1443340**
Frenchman’s Reserve Realty, LLC	Florida	23-2417123**
Golf I Country Club Estates at Moorpark LLC	California	23-2963547**
Golf II Country Club Estates at Moorpark LLC	California	23-2963547**
Hawthorn Woods Country Club II LLC	Illinois	75-2985312**
High Pointe at Hopewell, LLC	New Jersey	23-3098583**
Hoboken Cove LLC	New Jersey	20-1466751**
Hoboken Land I LLC	Delaware	20-1466751**
Hunts Bluff LLC	Maryland	23-2978195**
Jacksonville TBI Realty LLC	Florida	23-2417123**
Lighthouse Point Land Company, LLC	Florida	20-0135814
Long Meadows TBI, LLC	Maryland	23-3044366**
Longmeadow Properties LLC	Maryland	23-3044366**
Martinsburg Ventures, L.L.C.	Virginia	23-2865738**
Mizner Realty, L.L.C.	Florida	23-2417123**
Naples Lakes Country Club, L.L.C.	Florida	23-2883354**
Naples TBI Realty, LLC	Florida	23-2417123**
Orlando TBI Realty LLC	Florida	23-2417123**
Palm Cove Golf & Yacht Club I LLC	Florida	23-3007073**
Palm Cove Golf & Yacht Club II LLC	Florida	23-3007073**
Palm Cove Marina I LLC	Florida	23-3007073**
Palm Cove Marina II LLC	Florida	23-3007073**
Paramount Village LLC	California	23-2748091**
Phillips Drive LLC	Maryland	23-3044366**
Prince William Land I LLC	Virginia	23-2774670**
Prince William Land II LLC	Virginia	23-2774670**
Regency at Denville LLC	New Jersey	23-2810344**
Regency at Dominion Valley LLC	Virginia	23-2984309**
Regency at Long Valley I LLC	New Jersey	23-3038827**
Regency at Long Valley II LLC	New Jersey	23-3038827**
Regency at Mansfield I LLC	New Jersey	23-3038827**
Regency at Mansfield II LLC	New Jersey	23-3038827**
Regency at Washington I LLC	New Jersey	23-3098583**
Regency at Washington II LLC	New Jersey	23-3098583**
Sapling Ridge, LLC	Maryland	23-2978195**
South Riding Realty LLC	Virginia	23-2861890**
SR Amberlea LLC	Virginia	20-0383954**
SRLP II LLC	Virginia	23-2994639
Tampa TBI Realty LLC	Florida	23-2417123**
TB Kent Partners LLC	Delaware	20-3887115**
The Regency Golf Club I LLC	Virginia	23-2984309**
The Regency Golf Club II LLC	Virginia	23-2984309**
The Ridges at Belmont Country Club I LLC	Virginia	23-2810333*
The Ridges at Belmont Country Club II LLC	Virginia	23-2810333*
Toll Austin TX LLC	Texas	26-0389752


	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant	Incorporation or	Identification
as Specified in its Charter	Organization	Number

Toll Cedar Hunt LLC	Virginia	23-2994369**
Toll CO I LLC	Colorado	23-2978294**
Toll Corners LLC	Delaware	23-2709099**
Toll Dallas TX LLC	Texas	26-0389704
Toll DE X, LLC	Delaware	82-0571193
Toll DE X II, LLC	Delaware	20-1220599
Toll EB, LLC	Delaware	23-2810344**
Toll Equipment, L.L.C.	Delaware	23-2417123**
Toll FL I, LLC	Florida	23-3007073
Toll Glastonbury LLC	Connecticut	23-3041974**
Toll Henderson LLC	Nevada	56-2489922**
Toll Hoboken LLC	Delaware	20-0465460**
Toll IN LLC	Indiana	23-2417123**
Toll Jupiter LLC	Florida	20-3368529
Toll Locust Hill LLC	Maryland	20-3675884**
Toll MD I, L.L.C.	Maryland	23-2737488**
Toll MD II LLC	Maryland	23-2740412**
Toll Morgan Street LLC	Delaware	20-5088496**
Toll NJ I, L.L.C.	New Jersey	23-3091620**
Toll NJ II, L.L.C.	New Jersey	23-3091620**
Toll NJ III, LLC	New Jersey	23-2417123**
Toll North LV LLC	Nevada	56-2489922**
Toll North Reno LLC	Nevada	56-2489922**
Toll NV Holdings LLC	Nevada	56-2489922**
Toll Realty L.L.C.	Florida	23-2417123**
Toll Reston Associates, L.L.C.	Delaware	23-2551790**
Toll San Antonio TX LLC	Texas	20-4888966
Toll South LV LLC	Nevada	56-2489922**
Toll South Reno LLC	Nevada	56-2489922**
Toll Stratford LLC	Virginia	20-3116806
Toll VA L.L.C.	Delaware	51-0385728
Toll VA III L.L.C.	Virginia	23-2417123**
Toll Van Wyck, LLC	New York	23-2796637**
Toll Vanderbilt I LLC	Rhode Island	23-3020194**
Toll Vanderbilt II LLC	Rhode Island	51-1195217**
Toll-Dublin, LLC	California	23-3070669**
Vanderbilt Capital LLC	Rhode Island	56-2421664
Virginia Construction Co. I, LLC	Virginia	23-2417123**
Virginia Construction Co. II, LLC	Virginia	23-2417123**


**		Uses Employer Identification Number used by its sole member.

PROSPECTUS
[graphic omitted]

TOLL BROTHERS, INC.
Common Stock
Preferred Stock
Warrants
Guarantees of Debt Securities

TOLL CORP.
FIRST HUNTINGDON FINANCE CORP.
TOLL BROTHERS FINANCE CORP.
TOLL FINANCE CORP.
Debt Securities

Toll Brothers, Inc. may offer and sell any combination of the following securities from time to time:

	•		common stock;

	•		preferred stock;

	•		warrants to purchase common stock or preferred stock issued by Toll Brothers, Inc. or debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp.; and

	•		guarantees of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp.

Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. may offer debt securities from time to time. If indicated in the relevant prospectus supplement, the debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may, in addition to the guarantee of Toll Brothers, Inc., be fully and unconditionally guaranteed by a number of our directly or indirectly wholly-owned subsidiaries. Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are indirect, wholly-owned subsidiaries of Toll Brothers, Inc.

We may offer these securities from time to time, in amounts, on terms and at prices that will be determined at the time of offering. We will provide specific terms of these securities, including their offering prices, in prospectus supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.

Toll Brothers, Inc.’s common stock is listed on the New York Stock Exchange under the Symbol “TOL.”

We may offer these securities to or through underwriters, through dealers or agents, directly to you or through a combination of these methods. You can find additional information about our plan of distribution for the securities under the heading “Plan of Distribution” beginning on page 35 of this prospectus. We will also describe the plan of distribution for any particular offering of these securities in the prospectus supplement. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus supplement.

You should consider carefully the discussion of risk factors incorporated by reference from our most recent annual report on Form 10-K and our subsequently filed quarterly reports on Form 10-Q that update

our risk factors disclosure discussed under the caption “Risk Factors” on page 5 of this prospectus before purchasing any securities offered by this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 29, 2008.

TABLE OF CONTENTS


	Page

About This Prospectus		2
Our Company		2
Where You Can Find More Information		3
Incorporation of Certain Information By Reference		4
Risk Factors		5
Forward-Looking Statements		5
Use of Proceeds		6
Ratio of Earnings to Fixed Charges		6
Description of Capital Stock		6
Description of Warrants		11
Description of Senior Debt Securities and Guarantees		14
Description of Subordinated Debt Securities and Guarantees		25
Plan of Distribution		35
Legal Matters		37
Experts		37

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the “SEC,” utilizing a “shelf” registration or continuous offering process. Under this process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities that are registered under this process, we will provide a prospectus supplement that will contain specific information about the terms of that offering. That prospectus supplement may include a description of any risk factors or other special considerations applicable to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in the prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and the prospectus supplement, including the information we have incorporated by reference, together with the additional information described under the heading “Where You Can Find More Information” before you invest.

You should rely only on the information incorporated by reference or provided in this prospectus and the accompanying prospectus supplement or included elsewhere in the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with different information. We are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make the offer or solicitation. You should not assume that the information in this prospectus or the accompanying prospectus supplement is accurate as of any date other than the date on the front of the document.

Any of the securities described in this prospectus may be convertible or exchangeable into other securities we describe in this prospectus or will describe in a prospectus supplement and may be issued separately, together or as part of a unit consisting of two or more securities, which may or may not be separate from one another. These securities may include new or hybrid securities developed in the future that combine features of any of the securities described in this prospectus.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Toll Brothers,” “the Company,” “we,” “us,” “our” or similar references mean Toll Brothers, Inc. and its subsidiaries, including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp., unless the context otherwise requires.

OUR COMPANY

Toll Brothers, Inc., a Delaware corporation formed in May 1986, began doing business through predecessor entities in 1967. We design, build, market and arrange financing for single-family detached and attached homes in luxury residential communities. We are also involved, directly and through joint ventures, in projects where we are building, or converting existing rental apartment buildings into high-, mid- and low-rise luxury homes. We cater to move-up, empty-nester, active-adult, age-qualified and second-home buyers in 21 states of the United States. In the five years ended October 31, 2007, we delivered 35,931 homes from 618 communities, including 7,023 homes from 385 communities in fiscal 2007. Included in the five-year and fiscal 2007 deliveries are 336 units that were delivered from several communities where we use the percentage of completion accounting method to recognize revenues and cost of revenues.

Our traditional, single-family communities are generally located on land we have either acquired and developed or acquired fully approved and, in some cases, improved. As of Septemebr 30, 2008, we had operations in the major suburban and urban residential areas of:

	•		the Philadelphia, Pennsylvania metropolitan area

	•		the Lehigh Valley area of Pennsylvania

	•		central and northern New Jersey

	•		the Virginia and Maryland suburbs of Washington, D.C.

	•		the Baltimore, Maryland metropolitan area

	•		the Eastern Shore of Maryland and Delaware

	•		the Richmond, Virginia metropolitan area

	•		the Boston, Massachusetts metropolitan area

	•		the Providence, Rhode Island metropolitan area

	•		Fairfield, Hartford and New Haven Counties, Connecticut

	•		Westchester, Dutchess and Ulster Counties, New York

	•		the boroughs of Manhattan, Brooklyn and Queens in New York City

	•		the Los Angeles, California metropolitan area

	•		the San Francisco Bay, Sacramento and San Jose areas of northern California

	•		the Palm Springs, California area

	•		the Phoenix and Tucson, Arizona metropolitan areas

	•		the Raleigh and Charlotte, North Carolina metropolitan areas

	•		the Dallas, Austin and San Antonio, Texas metropolitan areas

	•		the southeast and southwest coasts and the Jacksonville, Orlando and Tampa areas of Florida

	•		the Atlanta, Georgia metropolitan area

	•		the Las Vegas and Reno, Nevada metropolitan areas

	•		the Detroit, Michigan metropolitan area

	•		the Chicago, Illinois metropolitan area

	•		the Denver, Colorado metropolitan area

	•		the Hilton Head area of South Carolina

	•		the Minneapolis/St. Paul, Minnesota metropolitan area

	•		the Martinsburg, West Virginia area

We continue to explore additional geographic areas for expansion.

We operate our own land development, architectural, engineering, mortgage, title, landscaping, lumber distribution, house component assembly, and manufacturing functions. We also develop, own and operate golf courses and country clubs associated with several of our master planned communities.

In recognition of our achievements, we have received numerous awards from national, state and local home builder publications and associations. We are the only publicly traded national home builder to have won all three of the industry’s highest honors: America’s Best Builder (1996), the National Housing Quality Award (1995), and Builder of the Year (1988).

Our executive offices are located at 250 Gibraltar Road, Horsham, Pennsylvania 19044. Our telephone number is (215) 938-8000.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933 (the “Securities Act”). This prospectus does not contain all of the information set forth in the registration statement. For further information about us, you should refer to the registration statement. The information included or incorporated by reference in this prospectus summarizes material provisions of contracts and other documents to which we refer you. Since the information included or incorporated by reference in this prospectus may not contain all of the information that you may find important, you should review the full text of the documents to which we refer you. We have filed these documents as exhibits to our registration statement.

We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). In accordance with those requirements, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You can read and copy any document we file with the SEC at the SEC’s public reference room at the following location:

100 F Street, N.E.
Washington, D.C. 20549

You may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s Internet website at http://www.sec.gov . We also make available free of charge on our website, at http://www.tollbrothers.com , all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. In addition, our common stock is listed on the New York Stock Exchange (“NYSE”) and similar information concerning us can be inspected and copied at the NYSE, 11 Wall Street, New York, New York 10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we are permitted to disclose important information to you by referring you to other documents we have filed with the SEC. We incorporate by reference in two ways. First, we list certain documents that we have filed with the SEC. The information in these documents is considered part of this prospectus. Second, we expect to file additional documents with the SEC in the future that will, when filed, update the current information included in or incorporated by reference in this prospectus. You should consider any statement contained in this prospectus or in a document which is incorporated by reference into this prospectus to be modified or superseded to the extent that the statement is modified or superseded by another statement contained in a later dated document that constitutes a part of this prospectus or is incorporated by reference into this prospectus. You should consider any statement which is so modified or superseded to be a part of this prospectus only as so modified or superseded.

We incorporate by reference in this prospectus all the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus (excluding, in each case, any portion of such documents that may have been “furnished” but not “filed” for purposes of the Exchange Act):

	•		Annual Report on Form 10-K of Toll Brothers, Inc. filed with the SEC for the fiscal year ended October 31, 2007;

	•		Quarterly Reports on Form 10-Q of Toll Brothers, Inc. filed with the SEC for the quarters ended January 31, 2008, April 30, 2008 and July 31, 2008;

	•		Current Reports on Form 8-K of Toll Brothers, Inc. filed with the SEC on December 17, 2007, December 19, 2007, December 28, 2007, February 7, 2008, March 18, 2008, and June 13, 2008;

	•		The description of the common stock of Toll Brothers, Inc. contained in its registration statement filed with the SEC on a Form 8-A dated June 19, 1986 registering the common stock under Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed to update the description; and

	•		The description of preferred stock purchase rights contained in the registration statement of Toll Brothers, Inc. filed with the SEC on June 18, 2007 on Form 8-K, and any amendment or report filed to update the description.

We will deliver, without charge, to anyone receiving this prospectus, upon written or oral request, a copy of any document incorporated by reference in this prospectus but not delivered with this prospectus, but the exhibits to those documents will not be delivered unless they have been specifically incorporated by reference. Requests for these documents should be made to: Director of Investor Relations, Toll Brothers, Inc., 250 Gibraltar Road, Horsham PA 19044 (215) 938-8000. We will also make available to the holders of the securities offered by this prospectus annual reports which will include audited financial statements of Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. We do not expect that Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be required to make filings with the Commission under Section 15(d) of the Exchange Act.

RISK FACTORS

Our business is subject to certain uncertainties and risks. You should consider carefully and evaluate all of the information contained or incorporated by reference in this prospectus or a supplement to this prospectus, including the risk factors incorporated by reference from our most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q that update those risk factors before purchasing any securities offered in connection with this prospectus. It is possible that our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these risks.

FORWARD-LOOKING STATEMENTS

This prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. The statements may include information relating to anticipated operating results (including changes in revenues, profitability and operating margins), financial resources, interest expense, inventory write-downs, changes in accounting treatment, effects of homebuyer cancellations, growth and expansion, anticipated income or loss to be realized from our investments in unconsolidated entities, the ability to acquire land, the ability to gain approvals and to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the ability to secure materials and subcontractors, the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities in the future, industry trends, and stock market valuations.

Any or all of the forward-looking statements included in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. These risks and uncertainties include local, regional and national economic conditions, the demand for homes, domestic and international political events, uncertainties created by terrorist attacks, the effects of governmental regulation, the competitive environment in which we operate, fluctuations in interest rates, changes in home prices and sales activity in the markets where we build homes, the availability and cost of land for future growth, adverse market conditions that could result in substantial inventory write-downs, the availability of capital, uncertainties and fluctuations in capital and securities markets, changes in tax laws and their interpretation, legal proceedings, the availability of adequate insurance at reasonable cost, the ability of customers to obtain adequate and affordable financing for the purchase of homes, the ability of home buyers to sell their existing homes, the ability of the participants in our various joint ventures to honor their commitments, the availability and cost of labor and building and construction materials, the cost of oil, gas and other raw materials, construction delays and weather conditions.

The factors mentioned in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference into this prospectus will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. If one or more of the assumptions underlying our forward-looking statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by the forward-looking statements. Therefore, we caution you not to place undue reliance on our forward-looking statements. This statement is provided as permitted by the Private Securities Litigation Reform Act of 1995.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include the acquisition of residential development properties, the repayment of our outstanding indebtedness, working capital or for any other purposes as may be described in the accompanying prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows our ratio of earnings to fixed charges for the periods indicated:


	Twelve months ended October 31,										Nine months ended July 31,
	2003		2004		2005		2006		2007		2007		2008
Ratio of earnings to fixed charges		4.48		6.37		7.78		8.55		1.26		2.56		(a	)


(a)		We reported a loss for the nine-month period ended July 31, 2008 and the ratio of earnings to fixed charges is not calculable.

There was no preferred stock outstanding for any of the periods shown above. Accordingly, the ratio earnings to combined fixed charges and preferred stock dividends was identical to the ratio of earnings to fixed charges.

DESCRIPTION OF CAPITAL STOCK

As of September 30, 2008, our authorized capital stock consisted of 200,000,000 shares of common stock, $.01 par value per share, and 1,000,000 shares of preferred stock, $.01 par value per share; however, subject to the limitations and procedures described below, our stockholders have authorized increases in the respective numbers of shares of common stock and preferred stock. In March 2005, our stockholders authorized the filing by the Board of Directors, in its discretion, of one or more amendments to our Certificate of Incorporation from time to time on or before March 31, 2010 to increase: (a) the authorized common stock by up to 300,000,000 additional shares in any combination of one or more 10,000,000-share increments, and/or (b) the authorized preferred stock by a single increment of 14,000,000 additional shares. Prior to the stockholder authorization, the Board of Directors of Toll Brothers, Inc. (“Board of Directors”) resolved to not, without the prior approval of our stockholders, utilize more than 200,000,000 of the 300,000,000 shares of the proposed increase in authorized common stock for any purpose other than stock splits, stock dividends or similar stock distributions to stockholders. On June 16, 2005, the Board of Directors filed an amendment to our Certificate of Incorporation, in accordance with this stockholder authorization, which amendment increased the number of authorized shares of common stock from 100,000,000 to 200,000,000. If additional amendments increasing our authorized capital stock to the maximum limits authorized by the stockholders are filed by March 31, 2010, our authorized common stock will be increased to 400,000,000 shares and our authorized preferred stock will be increased to 15,000,000 shares. The procedure was approved by stockholders to permit us to avoid an immediate increase in the amount of annual Delaware corporate franchise tax that we are required to pay, while giving the Board of Directors the flexibility to quickly increase the authorized shares of common or preferred stock without the necessity of further action by the stockholders when additional authorized shares are needed.

Common Stock

Subject to the rights and preferences of any holders of our preferred stock, of which there were none as of September 30, 2008, the holders of our common stock are entitled to one vote per share on all matters that require a vote of the common stockholders. In addition, the holders of our common stock are entitled to receive such dividends as legally may be declared by the Board of Directors and to receive pro rata our net assets upon liquidation. There are no cumulative voting, preemptive, conversion or redemption rights applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable.

Except as otherwise specifically provided by law or as set forth in “Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware Law—Classified Board of Directors and Restrictions On Removal” below, all matters coming before a meeting of stockholders other than election of Directors are determined by a majority of the votes cast affirmatively or negatively. Directors are elected by a plurality of the votes cast.

On June 13, 2007, the Board of Directors adopted a Rights Agreement which established a Stockholder Rights Plan. This Stockholder Rights Plan provides for one right to attach to each share of our common stock. Upon the occurrence of certain events, each right entitles the registered holder to purchase from us a unit consisting of one ten-thousandth of a share of Series A Junior Participating Preferred Stock at a purchase price of $100 per unit. Initially the rights attach to all common stock certificates and no separate rights certificates will be distributed. The rights will separate from the common stock and a distribution date will occur upon the earlier of:

	•		10 days following a public announcement that a person or group of affiliated persons has acquired beneficial ownership of 15% or more of the outstanding shares of our common stock (the “Stock Acquisition Date”); or

	•		10 business days following the commencement of a tender offer that would result in a person or group beneficially owning 15% or more of the outstanding shares of our common stock.

The rights are not exercisable until the distribution date and will expire at the close of business on July 11, 2017. In the event any non-exempt person or group acquires 15% or more of the then outstanding shares of our common stock, unless the acquisition is made pursuant to a tender offer for all outstanding shares at a price determined by a majority of the members of the Board of Directors, excluding any members of the Board of Directors who are also officers of the Company, to be fair and otherwise in our best interests and the best interests of our stockholders, each holder of a right will have the right to receive, upon exercise, common stock having a value equal to two times the exercise price of the right; except that the rights held by a non-exempt person or group become null and void upon that person or group acquiring 15% or more of the then outstanding shares of our common stock. At any time until 10 days following the Stock Acquisition Date, we may redeem the rights at a price of $.001 per right. The Rights Agreement establishing the Stockholder Rights Plan was filed with the SEC on June 18, 2007 as an exhibit to a Current Report on Form 8-K. For additional information, holders of the common stock of Toll Brothers, Inc. should read the Rights Agreement, which is incorporated by reference in this prospectus.

Our common stock is traded on the NYSE under the symbol “TOL.”

The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.

Preferred Stock

General. We may issue, from time to time, shares of one or more series of preferred stock. Summarized below are the general terms and provisions that will apply to any preferred stock that may be offered, except as otherwise described by the prospectus supplement. When we offer to sell a particular series of preferred stock, a prospectus supplement will update our description of our preferred stock, as applicable, to reflect the issuance of any then issued and outstanding series and describe the specific terms of the series of preferred stock being offered. If any of the general terms and provisions described in this prospectus apply to the particular series of preferred stock, the prospectus supplement will so indicate and will describe any alternative provisions that are applicable. Each series of preferred stock will be issued under a certificate of designations relating to that series, and will also be subject to our Second Restated Certificate of Incorporation, as may be amended from time to time (“Certificate of Incorporation”).

The following summary of various provisions of the preferred stock is not complete. You should read our Certificate of Incorporation and each certificate of designations relating to a specific series of preferred stock for additional information. Each certificate of designations relating to a specific series of preferred stock will be filed as an amendment to the registration statement or as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a part at the time of issuance of the particular series of preferred stock.

The Board of Directors is authorized to issue shares of preferred stock, in one or more series, and to fix for each series voting powers and the preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions, that are permitted by the Delaware General Corporation Law. The Board of Directors is authorized to determine the following terms for each series of preferred stock, which will be described in the prospectus supplement:

	•		the number of shares and their designation and title;

	•		the dividend rate or the method of calculating the dividend rate, if applicable;

	•		the priority as to payment of dividends;

	•		the dividend periods or the method of calculating the dividend periods, if applicable;

	•		the voting rights, if any;

	•		the liquidation preference and the priority as to payment of the liquidation preference upon our liquidation or winding-up;

	•		whether and on what terms the shares will be subject to redemption or repurchase at our option;

	•		whether and on what terms the shares will be convertible into or exchangeable for other debt or equity securities;

	•		whether the shares will be listed on a securities exchange; and

	•		the other rights and privileges and any qualifications, limitations or restrictions relating to the shares.

Dividends. Holders of a series of preferred stock will be entitled to the dividend rights, if any, described in the prospectus supplement relating to the offering of that series. The prospectus supplement will identify, as applicable, the dividend rates and the record and payment dates, as well as any other terms of any dividend rights applicable to the series.

Unless otherwise described in the prospectus supplement, each series of preferred stock to which dividend rights are given will rank junior with respect to dividends to any series of preferred stock that may be issued in the future that is expressly senior with respect to dividends to the earlier series of the preferred stock. If at any time we fail to pay accrued dividends on any senior series of preferred stock at the time dividends are payable on a junior series of preferred stock, we may not pay any dividend on the junior series of preferred stock or redeem or otherwise repurchase shares of the junior series of preferred stock until the accumulated but unpaid dividends on the senior series have been paid or set aside for payment in full by us.

Convertibility . No series of preferred stock will be convertible or exchangeable for other securities or property, except, in the case of any series, to the extent conversion or exchange rights of that series are otherwise stated in the prospectus supplement.

Redemption and Sinking Fund . We will not have the right or obligation to redeem or pay into a sinking fund for the benefit of any series of preferred stock, except, in the case of any series, to the extent such rights or obligations are otherwise stated in the prospectus supplement.

Liquidation Rights . Unless otherwise stated in the prospectus supplement, in the event of our liquidation, dissolution or winding-up, holders of each series of preferred stock will be entitled to receive the liquidation preference per share specified in the prospectus supplement for that particular series of preferred stock plus any accrued and unpaid dividends. We will pay these amounts to the holders of each series of the preferred stock and all amounts owing on any preferred stock ranking equally with that series of preferred stock as to distributions. These payments will be made out of our assets available for distribution to stockholders before any distribution is made to holders of common stock or any other shares of our preferred stock ranking junior to the series of preferred stock as to rights upon liquidation, dissolution or winding-up.

In the event that there are insufficient funds to pay in full the amounts payable to all equally-ranked classes of our preferred stock, we will allocate the remaining assets equally among all series of equally-ranked preferred stock in proportion to the full respective preferential amounts to which they are entitled. Unless otherwise specified in the prospectus supplement for a series of preferred stock, after we pay the full amount of the liquidation distribution to which they are entitled, the holders of shares of a series of preferred stock will not be entitled to participate in any further distribution of our assets. Our consideration or merger with another corporation or sale of securities will not be considered a liquidation, dissolution or winding-up for these purposes.

Voting Rights . Holders of a series of preferred stock will not have any voting rights other than any such rights that are described in the prospectus supplement relating to the offering of that series and any such rights as are otherwise from time to time required by law.

Miscellaneous. When the preferred stock is issued, it will be fully paid and non-assessable. Holders of preferred stock will have no preemptive rights. If we redeem or otherwise reacquire any shares of preferred stock, we will restore the shares to the status of authorized and unissued shares of preferred stock. These shares will not be a part of any particular series of preferred stock and we may reissue the shares. There are no restrictions on repurchase or redemption of the preferred stock on account of any arrearage on sinking fund installments, except as may be described in the prospectus supplement. Payment of dividends on any series of preferred stock may be restricted by loan agreements, indentures or other agreements entered into by us. The prospectus supplement will describe any material contractual restrictions on dividend payments. The prospectus supplement will also describe any material United States federal income tax considerations applicable to the preferred stock.

No Other Rights. The shares of a series of preferred stock will not have any preferences, voting powers or relative, participating, optional or other special rights except for those described above or in the prospectus supplement, our Certificate of Incorporation or the applicable certificate of designations, or as otherwise required by law.

Transfer Agent and Registrar. The prospectus supplement for each series of preferred stock will identify the transfer agent and registrar.

Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware Law

Blank Check Preferred Stock. Our Certificate of Incorporation provides for 1,000,000 authorized shares of preferred stock, which may be increased by the Board of Directors to 15,000,000. See “Description of Capital Stock.” The existence of authorized but unissued shares of preferred stock may enable the board of directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, the Board of Directors were to determine that a takeover proposal is not in the best interests of the Company, the Board of Directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquiror or insurgent stockholder or stockholder group. In this regard, the Certificate of Incorporation grants our Board of Directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock and may make it more difficult to change the composition of our Board of Directors and may discourage or make difficult any attempt by a person or group to obtain control of us.

Classified Board of Directors and Restrictions On Removal. Under our Certificate of Incorporation, the Board of Directors is divided into three classes of directors serving staggered terms of three years each. Each class is to be as nearly equal in number as possible, with one class being elected each year. Our Certificate of Incorporation also provides that:

	•		directors may be removed from office only for cause and only with the affirmative vote of 66 2/3% of the voting power of the voting stock;

	•		any vacancy on the Board of Directors or any newly created directorship will be filled by the remaining directors then in office, though they may constitute less than a quorum; and

	•		advance notice of stockholder nominations for the elections of directors must be given in the manner provided by our bylaws.

The required 66 2/3% stockholder vote necessary to alter, amend or repeal these provisions of our Certificate of Incorporation and all other provisions of our bylaws adopted by the Board of Directors, or to adopt any provisions relating to the classification of the Board of Directors and the other matters described above may make it more difficult to change the composition of our Board of Directors and may discourage or make difficult any attempt by a person or group to obtain control of us.

Provisions of Rights Plan. As discussed under “Description of Capital Stock—Common Stock,” we have adopted a Rights Agreement that provides stockholders with rights to purchase shares of our Series A Junior Participating Preferred Stock under certain circumstances involving a potential change in control. The rights have certain anti-takeover effects, and will cause substantial dilution to a person or group that attempts to acquire the Company in certain circumstances. Accordingly, the existence of the rights may deter certain acquirors from making takeover proposals or tender offers. The rights, however, are not intended to prevent a takeover, but rather are designed to enhance the ability of the Board of Directors to negotiate with a potential acquiror on behalf of all of the stockholders.

Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, unless (a) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer or (c) at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. The application of Section 203 of the Delaware General Corporation Law may discourage or make difficult any attempt by a person or group to obtain control of us.

Section 203 of the Delaware General Corporation Law defines the term “business combination” to include: (a) any merger or consolidation involving the corporation or any of its direct or indirect majority-owned subsidiaries and the interested stockholder or another entity if the merger or consolidation is caused by the interested stockholder; (b) any sale, lease, exchange, mortgage, pledge or transfer of 10% or more of either the aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation or any of its direct or indirect majority-owned subsidiaries involving the interested stockholder; (c) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation or by any of its direct or indirect majority-owned subsidiaries of any stock of the corporation or that subsidiary to the interested stockholder; (d) subject to certain exceptions, any transaction involving the corporation or any of its direct or indirect majority-owned subsidiaries that has the effect of increasing the proportionate share of the stock of any class or series of the corporation or that subsidiary owned by the interested stockholder; or (e) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or any of its direct or indirect majority-owned subsidiaries. In general, Section 203 defines an “interested stockholder” as any entity or person owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

DESCRIPTION OF WARRANTS

General

We may issue, together with other securities offered by this prospectus or separately, warrants for the purchase of the following:

	•		our common stock

	•		our preferred stock; or

	•		our debt securities.

Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The terms of each warrant agreement will be discussed in the prospectus supplement relating to the particular series of warrants. Copies of the form of agreement for each warrant, including the forms of certificates representing the warrants, reflecting the provisions to be included in these agreements for a particular offering will be, in each case, filed with the SEC in an amendment to the registration statement or as an exhibit to a document incorporated by reference in the registration statement of which this prospectus is a part prior to the date of any prospectus supplement relating to an offering of the particular warrant.

We have summarized below the general terms and provisions that will apply to any warrants that may be offered, except as otherwise described by the prospectus supplement. When we offer to sell warrants, a prospectus supplement will describe the specific terms of that series of warrants. If any of the general terms and provisions described in this prospectus do not apply to the particular series of warrants being offered the prospectus supplement will so indicate and will describe any alternative provisions that are applicable. The following summary of various provisions of the warrants, the warrant agreements and the warrant certificates is not complete. You should read all of the provisions of the applicable warrant agreement and warrant certificate, including the definitions contained in those documents of various terms, for additional important information concerning any series of warrants offered by this prospectus.

Common Stock Warrants

General. The prospectus supplement relating to any series of common stock warrants that are offered by this prospectus will describe the specific terms of that series of common stock warrants, any related common stock warrant agreement and the common stock warrant certificate(s) representing the common stock warrants. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of common stock warrants:

	•		the procedures and conditions relating to the exercise of the common stock warrants;

	•		the number of shares of common stock, if any, issued with the common stock warrants;

	•		the date, if any, on and after which the common stock warrants and any related shares of common stock will be separately transferable;

	•		the offering price, if any, of the common stock warrants;

	•		the number of shares of common stock which may be purchased upon exercise of the common stock warrants and the price or prices at which the shares may be purchased upon exercise;

	•		the date on which the right to exercise the common stock warrants will begin and the date on which the right will expire;

	•		a discussion of the material United States federal income tax considerations applicable to the exercise of the common stock warrants;

	•		call provisions, if any, of the common stock warrants; and

	•		any other material terms of the common stock warrants.

Common stock warrant certificates will be exchangeable for new common stock warrant certificates of different denominations. In addition, common stock warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. A holder of a common stock warrant will not have any of the rights of a holder of the common stock which may be purchased by the exercise of the common stock warrant before the common stock is purchased by the exercise of the common stock warrant. Accordingly, before a common stock warrant is exercised, the holder will not be entitled to receive any dividend payments or exercise any voting or other rights associated with the shares of common stock which may be purchased when the common stock warrant is exercised.

Exercise of Common Stock Warrants . Each common stock warrant will entitle the holder to purchase for cash the number of shares of our common stock at the exercise price that is described or explained in the prospectus supplement. Common stock warrants may be exercised at any time from the time they become exercisable, as described in the prospectus supplement, up to the time on the date stated in the prospectus supplement. Afterwards, unexercised common stock warrants will become void.

Common stock warrants may be exercised in the manner described in the prospectus supplement. When we receive payment and the properly completed and duly executed common stock warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward a certificate representing the number of shares of common stock purchased upon exercise of the common stock warrants. If less than all of the common stock warrants represented by the common stock warrant certificate are exercised, we will issue a new common stock warrant certificate for the amount of common stock warrants that remain exercisable.

Preferred Stock Warrants

General. The prospectus supplement relating to any series of preferred stock warrants that are offered by this prospectus will describe the specific terms of that series of preferred stock warrants, any related preferred stock warrant agreement and the preferred stock warrant certificate(s) representing the preferred stock warrants. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of preferred stock warrants:

	•		the designation and terms of the shares of preferred stock which may be purchased upon exercise of the preferred stock warrants and the procedures and conditions relating to the exercise of the preferred stock warrants;

	•		the designation and terms of any related shares of preferred stock with which the preferred stock warrants are issued and the number of shares of the preferred stock, if any, issued with preferred stock warrants;

	•		the date, if any, on and after which the preferred stock warrants and any related shares of preferred stock will be separately transferable;

	•		the offering price, if any, of the preferred stock warrants;

	•		the number of shares of preferred stock which may be purchased upon exercise of the preferred stock warrants and the initial price or prices at which the shares may be purchased upon exercise;

	•		the date on which the right to exercise the preferred stock warrants will begin and the date on which the right will expire;

	•		a discussion of the material United States federal income tax considerations relevant to the exercise of the preferred stock warrants;

	•		call provisions, if any, of the preferred stock warrants; and

	•		any other material terms of the preferred stock warrants.

Preferred stock warrant certificates will be exchangeable for new preferred stock warrant certificates of different denominations. In addition, preferred stock warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. A holder of a preferred stock warrant will not have any of the rights of a holder of the preferred stock which may be purchased by the exercise of the preferred stock warrant before the preferred stock is purchased by the exercise of the preferred stock warrant. Accordingly, before a

preferred stock warrant is exercised, the holder will not be entitled to receive any dividend payments or exercise any voting or other rights associated with the preferred stock which may be purchased when the preferred stock warrant is exercised.

Exercise of Preferred Stock Warrants . Each preferred stock warrant will entitle the holder to purchase for cash the number of shares of our preferred stock at the exercise price described or explained in the prospectus supplement. Preferred stock warrants may be exercised at any time from the time they become exercisable, as described in the prospectus supplement, up to the time on the date stated in the prospectus supplement. Afterwards, unexercised preferred stock warrants will become void.

Preferred stock warrants may be exercised in the manner described in the prospectus supplement. When we receive payment and the properly completed and duly executed preferred stock warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward a certificate representing the number of shares of preferred stock purchased upon exercise of the preferred stock warrants. If less than all of the preferred stock warrants represented by the preferred stock warrant certificate are exercised, we will issue a new preferred stock warrant certificate for the amount of preferred stock warrants that remain exercisable.

Debt Warrants

General. The prospectus supplement relating to any series of debt warrants that are offered by this prospectus will describe the specific terms of that series of debt warrants, any related debt warrant agreement and the debt warrant certificate(s) representing the debt warrants. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of debt warrants:

	•		the issuer of the debt securities which may be purchased upon exercise of the debt warrants, the designation, number, stated value and terms of those debt securities, the terms of the related guarantees and the procedures and conditions relating to the exercise of the debt warrants;

	•		the designation and terms of any debt securities and related guarantees with which the debt warrants are issued and the number of the debt warrants issued with each debt security;

	•		the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;

	•		the principal amount of debt securities which may be purchased upon exercise of each debt warrant and the price at which the principal amount of debt securities may be purchased upon exercise of the debt warrant;

	•		the date on which the right to exercise the debt warrants will begin and the date on which the right will expire;

	•		a discussion of the material United States federal income tax considerations relevant to the exercise of the debt warrants;

	•		whether the debt warrants represented by the debt warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;

	•		call provisions, if any, of the debt warrants; and

	•		any other material terms of the debt warrants.

Debt warrant certificates will be exchangeable for new debt warrant certificates of different denominations. In addition, debt warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement. A holder of a debt warrant will not have any of the rights of a holder of the debt securities which may be purchased by the exercise of the debt warrant before the debt securities are purchased by the exercise of the debt warrant. Accordingly, before a debt warrant is exercised, the holder will not be entitled to receive any payments of principal, premium, if any, or interest, if any, on the debt securities which may be purchased by the exercise of that debt warrant.

Exercise of Debt Warrants . Each debt warrant will entitle the holder to purchase for cash the principal amount of debt securities described in the prospectus supplement at the exercise price described or explained in the prospectus supplement. Debt warrants may be exercised at any time from the time they become exercisable, as described in the

prospectus supplement, up to the time on the date stated in the prospectus supplement. Afterwards, unexercised debt warrants will become void.

Debt warrants may be exercised in the manner described in the prospectus supplement. When we receive payment and the properly completed and duly executed debt warrant certificate at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the debt securities purchased upon the exercise of the debt warrants. If less than all of the debt warrants represented by the debt warrant certificate are exercised, we will issue a new debt warrant certificate for the amount of debt warrants that remain exercisable.

DESCRIPTION OF SENIOR DEBT SECURITIES AND GUARANTEES

Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. may issue debt securities from time to time in one or more series. Any series of debt securities offered by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be offered together with the guarantees of Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that guarantee the debt securities which, unless otherwise provided in the prospectus supplement, will be full and unconditional.

One or more series of the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may be issued under a single indenture. Alternatively, any series of debt securities may be issued under a separate indenture. The terms applicable to each series of debt securities will be stated in the indenture and may be modified by the resolution(s) authorizing that series of debt securities adopted by the board of directors, or an officer or committee of officers authorized by the board of directors, of both the issuer of the debt securities, Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that guarantee the debt securities under the applicable indenture. We refer in this prospectus to the resolution(s) authorizing a series of debt securities as an authorizing resolution. Each indenture under which any debt securities are issued, including the applicable authorizing resolution(s), is referred to in this prospectus as an “indenture,” and collectively with any other indentures, as the “indentures.” Each indenture will be entered into among Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the obligor, Toll Brothers, Inc. and/or any of its directly or indirectly owned subsidiaries that are guarantors of the debt securities, as the issuer(s) of the related guarantees, and the institution named in the prospectus supplement, as trustee.

The following is a description of certain general terms and provisions of the debt securities we may offer by this prospectus. The name of the issuer and the particular terms of any series of debt securities we offer, including the extent to which the general terms and provisions may apply to that series of debt securities, will be described in a prospectus supplement relating to those debt securities. Except as otherwise indicated in this prospectus or in the prospectus supplement, the following description of indenture terms is applicable to, and each reference to “the indenture” is a reference to, each indenture that Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may enter into with respect to any series of debt securities we may offer by this prospectus, unless the context otherwise requires.

The terms of any series of the debt securities include those stated in the applicable indenture. Holders of each series of the debt securities are referred to the indenture for that series, including the applicable authorizing resolution, for a statement of the terms. The respective forms of indentures for the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are filed as exhibits to the registration statement of which this prospectus is a part. Each indenture may be amended or modified for any series of debt securities by an authorizing resolution which will be described in the prospectus supplement, and the applicable authorizing resolution relating to any series of debt securities offered pursuant to this prospectus will be filed as an exhibit to a report incorporated by reference in this prospectus. The following summary of certain provisions of the debt securities and the indenture is not complete. You should read all of the provisions of the indenture, including the definitions contained in the indenture which are not otherwise defined in this prospectus, and the prospectus supplement. Wherever we refer to particular provisions or defined terms of the indenture, these provisions or defined terms are incorporated in this prospectus by reference.

General

The debt securities, when issued, will be obligations that constitute senior secured debt or senior unsecured debt of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that guarantee the debt securities will guarantee the payment of the principal, premium, if any, and interest on the debt securities when due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. This guarantee will be full and unconditional unless otherwise provided in the prospectus supplement. See “Guarantee of Debt Securities.” The total principal amount of debt securities which may be issued under the indenture will not be limited. Debt securities may be issued under the indenture from time to time in one or more series. Unless the prospectus supplement relating to the original offering of a particular series of debt securities indicates otherwise, the issuer of that series of debt securities will have the ability to reopen the previous issue of that series of debt securities and issue additional debt securities of that series pursuant to an authorizing resolution, an officers’ certificate or an indenture supplement. Because neither Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. nor Toll Finance Corp. has any independent operations or generates any operating revenues, the funds required to pay the principal, the premium, if any, and interest on the debt securities will come from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated in the prospectus supplement, there is no legal or contractual restriction on the ability of Toll Brothers, Inc. or the other subsidiaries of Toll Brothers, Inc. to provide these funds.

If the debt securities of any series issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. will be subordinated to any other indebtedness of that issuer, the indebtedness of that issuer to which that series will be subordinated will be referred to in the applicable authorizing resolution and prospectus supplement as senior indebtedness of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. The applicable authorizing resolution and prospectus supplement will define that senior indebtedness and describe the terms of the subordination. Unless otherwise stated in the prospectus supplement, the payment of principal, premium, if any, and interest on any series of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. which is subordinated by its terms to other indebtedness of that issuer will be subordinated in right of payment, in the manner and to the extent described in the indenture under which that series is issued, to the prior payment in full of all senior indebtedness of the issuer, as defined in the applicable authorizing resolution and prospectus supplement, whether the senior indebtedness is outstanding on the date of the indenture or is created, incurred, assumed or guaranteed after the date of the indenture.

The prospectus supplement relating to any series of debt securities that are offered by this prospectus will name the issuer and describe the specific terms of that series of debt securities. The prospectus supplement will describe, among other things, the following terms, to the extent they are applicable to that series of debt securities:

	•		their title and, if other than denominations of $1,000 and any integral multiple thereof, the denominations in which they will be issuable;

	•		their price or prices (expressed as a percentage of the respective aggregate principal amount of the debt securities) at which they will be issued;

	•		their total principal amount and, if applicable, the terms on which the principal amount of the series may be increased by a subsequent offering of additional debt securities of the same series;

	•		the interest rate (which may be fixed or variable and which may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity), the date or dates from which interest, if any, will accrue and the circumstances, if any, in which the issuer may defer interest payments;

	•		any special provisions for the payment of any additional amounts with respect to the debt securities;

	•		any provisions relating to the seniority or subordination of all or any portion of the indebtedness evidenced by the securities to other indebtedness of the issuer;

	•		the date or dates on which principal and premium, if any, are payable or the method of determining those dates;

	•		the dates and times at which interest, if any, will be payable, the record date for any interest payment and the person to whom interest will be payable if other than the person in whose name the debt security is registered at the close of business on the record date for the interest payment;

	•		the place or places where principal, premium, if any, and interest, if any, will be payable;

	•		the terms applicable to any “original issue discount” (as defined in the Internal Revenue Code of 1986, as amended, and the related regulations), including the rate or rates at which the original issue discount will accrue, and any special federal income tax and other considerations;

	•		the right or obligation, if any, of the issuer to redeem or purchase debt securities under any sinking fund or analogous provisions or at the option of a holder of debt securities, or otherwise, the conditions, if any, giving rise to the right or obligation and the period or periods within which, and the price or prices at which and the terms and conditions upon which, debt securities will be redeemed or purchased, in whole or in part, and any provisions for the marketing of the debt securities;

	•		if the amount of payments of principal, premium, if any, and interest, if any, is to be determined by reference to an index, formula or other method, the manner in which these amounts are to be determined and the calculation agent, if any, with respect to the payments;

	•		if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities which will be payable upon declaration or acceleration of the stated maturity of the debt securities pursuant to an “Event of Default,” as defined in the applicable indenture;

	•		whether the debt securities will be issued in registered or bearer form and the terms of these forms;

	•		whether the debt securities will be issued in certificated or book-entry form and, if applicable, the identity of the depositary;

	•		any provision for electronic issuance or issuances in uncertificated form;

	•		any listing of the debt securities on a securities exchange;

	•		any events of default or covenants in addition to or in place of those described in this prospectus;

	•		the terms, if any, on which the debt securities will be convertible into or exchangeable for other debt or equity securities, including without limitation the conversion price, the conversion period and any other provisions in addition to or in place of those included in this prospectus;

	•		the collateral, if any, securing payments with respect to the debt securities and any provisions relating to the collateral;

	•		whether and upon what terms the debt securities may be defeased; and

	•		any other material terms of that series of debt securities.

Guarantee of Debt Securities

Each Guarantor (as that term is defined in the indenture) will guarantee, fully and unconditionally unless otherwise provided in the prospectus supplement, the payment of the principal, premium, if any, and interest on the debt securities as they become due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. The terms of any guarantees of any debt securities will be described in an applicable prospectus supplement.

The assets of Toll Brothers, Inc. consist principally of the stock of its subsidiaries. Therefore, the rights of Toll Brothers, Inc. and the rights of its creditors, including the holders of debt securities fully and unconditionally guaranteed by Toll Brothers, Inc., to participate in the assets of any subsidiary other than the issuer of those debt securities upon liquidation, recapitalization or otherwise will be subject to the prior claims of that subsidiary’s creditors except to the extent that claims of Toll Brothers, Inc. itself as a creditor of the subsidiary may be recognized. This includes the prior claims of the banks that have provided and are providing to First Huntingdon Finance Corp. a revolving credit facility and a term loan under agreements pursuant to which Toll Brothers, Inc. and its other subsidiaries, including Toll Corp., Toll Brothers Finance Corp. and Toll Finance Corp., have guaranteed or will guarantee the obligations owing to the banks under the revolving credit facility and the term loan.

Conversion of Debt Securities

Unless otherwise indicated in the prospectus supplement, the debt securities will not be convertible into our common stock or into any other securities. The particular terms and conditions of the conversion rights of any series of convertible debt securities other than those described below will be described in the prospectus supplement.

Unless otherwise indicated in the prospectus supplement, and subject, if applicable, to prior redemption at the option of the issuer of the debt securities, the holders of any series of convertible debt securities will be entitled to convert the principal amount or a portion of the principal amount which is an integral multiple of $1,000 at any time before the date specified in the prospectus supplement for the series of debt securities into shares of our common stock at the conversion price stated in the prospectus supplement, subject to adjustment as described below.

In the case of any debt security or portion of debt security called for redemption, conversion rights will expire at the close of business on the second business day preceding the redemption date.

We will not be required to issue fractional shares of common stock upon conversion of the debt securities of a convertible series. Instead, we will pay a cash adjustment for any fractional interest in a share of its common stock.

Convertible debt securities surrendered for conversion during the period from the close of business on a “Record Date,” as defined in the applicable indenture, or the next preceding “Business Day,” as defined in the applicable indenture, if the Record Date is not a Business Day, preceding any “Interest Payment Date,” as defined in the applicable indenture, to the opening of business on that Interest Payment Date, other than convertible debt securities or portions of convertible debt securities called for redemption during the period, will be accompanied by payment in next-day funds or other funds acceptable to us of an amount equal to the interest payable on the Interest Payment Date on the principal amount of the convertible debt securities then being converted. Except as described in the preceding sentence, no payment or adjustment will be made on conversion of convertible debt securities on account of interest

accrued on the debt securities surrendered for conversion or for dividends on the common stock delivered on conversion. If an issuer of convertible debt securities defaults on the payment of interest for which payment is made upon the surrender of those convertible debt securities for conversion, the amount so paid will be returned to the party who made the payment.

The conversion price of the debt securities of a convertible series will be subject to adjustment in certain events, including:

	•		the issuance of our common stock as a dividend or distribution on our common stock;

	•		the subdivision, combination or reclassification of our outstanding common stock;

	•		the issuance of rights or warrants, expiring within 45 days after the record date for issuance, to the holders of our common stock generally entitling them to acquire shares of our common stock at less than the common stock’s then “Current Market Price” as defined in the indenture;

	•		the distribution to holders of our common stock, generally, of evidences of indebtedness or our assets, excluding cash dividends paid from retained earnings and dividends or distributions payable in stock for which adjustment is otherwise made; or

	•		the distribution to the holders of our common stock, generally, of rights or warrants to subscribe for our securities, other than those for which adjustment is otherwise made.

There will be no upward adjustment in the conversion price except in the event of a reverse stock split. We are not required to make any adjustment in the conversion price of less than 1%, but the adjustment will be carried forward and taken into account in the computation of any subsequent adjustment.

A conversion price adjustment or the failure to make a conversion price adjustment may, under various circumstances, be deemed to be a distribution that could be taxable as a dividend under the Internal Revenue Code to holders of debt securities or to holders of common stock.

There will be no adjustments to the conversion price of the debt securities of any convertible series as discussed above in the following situations:

	•		any consolidation or merger to which we are a party other than a merger or consolidation in which we are the continuing corporation;

	•		any sale or conveyance to another corporation of our property as an entirety or substantially as an entirety; or

	•		any statutory exchange of securities with another corporation, including any exchange effected in connection with a merger of a third corporation into us.

However, the holder of each convertible debt security outstanding at that time will have the right to convert the debt security into the kind and amount of securities, cash or other property which the holder would have owned or have been entitled to receive immediately after the transaction if the debt security was converted immediately before the effective date of the transaction.

Form, Exchange, Registration, Conversion, Transfer and Payment

Unless otherwise indicated in the prospectus supplement:

	•		each series of debt securities will be issued in registered form only, without coupons;

	•		payment of principal, premium, if any, and interest, if any, on each series of the debt securities will be payable at the office or agency of the issuer of that series maintained for this purpose; and

•

the exchange, conversion and transfer of each series of debt securities may be registered at the office or agency of the issuer of that series maintained for this purpose and at any other office or agency maintained for this purpose.

Subject to various exceptions described in the indenture, the issuer of each series of debt securities will be entitled to charge a reasonable fee for the registration of transfer or exchange of the debt securities of that series, including an amount sufficient to cover any tax or other governmental charge imposed or expenses incurred in connection with the transfer or exchange.

All payments made by the issuer of a series of debt securities to the trustee and paying agent for the payment of principal, premium, if any, and interest on the debt securities of that series which remain unclaimed for two years after the principal, premium, if any, or interest has become due and payable may be repaid to the issuer. Afterwards, the holder of the debt security may look only to the issuer or, if applicable, Toll Brothers, Inc., and any of its directly or indirectly owned subsidiaries that guarantee the debt securities for payment.

Registered Global Securities

The registered debt securities of a series may be issued in whole or in part in the form of one or more registered global debt securities. A registered global security is a security, typically held by a depositary, that represents the beneficial interests of a number of purchasers of the security. Any registered global debt securities will be deposited with and registered in the name of a depositary or its nominee identified in the prospectus supplement. In this case, one or more registered global securities will be issued, each in a denomination equal to the portion of the total principal amount of outstanding registered debt securities of the series to be represented by the registered global security.

Unless and until a registered global security is exchanged in whole or in part for debt securities in definitive registered form, it may not be transferred except as a whole:

	•		by the depositary for the registered global security to a nominee for the depositary;

	•		by a nominee of the depositary to the depositary or to another nominee of the depositary; or

	•		by the depositary or its nominee to a successor depositary or a nominee of a successor depositary.

The prospectus supplement relating to a particular series of debt securities will describe the specific terms of the depositary arrangement involving any portion of a series of debt securities to be represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:

	•		ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security (each a “participant” and, collectively, the “participants”) or persons holding interests through the participants;

	•		after the issuer of a series of debt securities issues the registered global security for the series, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities of that series represented by the registered global security beneficially owned by the participants;

	•		the underwriters, agents or dealers participating in the distribution of the debt securities will designate the accounts to be credited;

	•		only a participant or a person that may hold an interest through a participant may be the beneficial owner of a registered global security; and

	•		ownership of beneficial interests in the registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for the registered

global security for interests of the participants, and on the records of the participants for interests of persons holding through the participants.

The laws of some states may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as stated below, owners of beneficial interests in a registered global security:

	•		will not be entitled to have the debt securities represented by a registered global security registered in their names;

	•		will not receive or be entitled to receive physical delivery of the debt securities in definitive form; and

	•		will not be considered the owners or holders of the debt securities under the indenture.

Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of the participant through which the person owns its interests, to exercise any rights of a holder under the indenture applicable to the registered global security.

We understand that under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of the issuer of a series of debt securities, Toll Brothers, Inc., any of Toll Brothers, Inc.’s directly or indirectly owned subsidiaries that guarantee the debt securities, the trustee under the indenture nor any agent of any of them will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security for the series or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

We expect that the depositary for any debt securities represented by a registered global security, upon receipt of any payment of principal, premium, if any, or interest in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the registered global security as shown on the depositary’s records. We also expect that payments by participants to owners of beneficial interests in a registered global security held through the participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of the participants.

If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days, the debt securities will be issued in definitive form in exchange for the registered global security. In addition, we may at any time and in its sole discretion determine not to have any debt securities of a series represented by one or more registered global securities. In that event, debt securities of that series will be issued in definitive form in exchange for each registered global security representing the debt securities. Any debt securities issued in definitive form in exchange for a registered global security will be registered in such name or names as the depositary instructs the

trustee. We expect that the instructions will be based upon directions received by the depositary from the participants with respect to ownership of beneficial interests in the registered global security.

Events of Default, Notice and Waiver

Unless otherwise indicated in the prospectus supplement, each of the following events will be an “Event of Default” with respect to each series of debt securities issued under the indenture:

	•		A “Guarantor” (as defined in the indenture) or the issuer of that series of debt securities fails to pay interest due on any debt securities of that series for 30 days;

	•		A Guarantor or the issuer of that series of debt securities fails to pay the principal of any debt securities of that series when due;

	•		A Guarantor that is a “Significant Subsidiary” (as defined in the indenture) or the issuer of that series of debt securities fails to perform any other agreements contained in the debt securities of that series or in the guarantee relating to that series of debt securities or contained in the indenture for that series of debt securities and applicable to that series for a period of 60 days after the issuer’s receipt of notice of the default from the trustee under the indenture or from the holders of at least 25% in principal of the debt securities of that series;

	•		default in the payment of indebtedness of the issuer of that series of debt securities, Toll Brothers, Inc. or any “Subsidiary” (as defined in the indenture) of Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., under the terms of the instrument evidencing or securing that indebtedness which permits the holder of that indebtedness to:

	•		accelerate the payment of an aggregate of more than $10,000,000 in principal amount of the indebtedness, after the lapse of applicable grace periods; or

	•		in the case of defaults other than payment defaults, accelerate the indebtedness and the acceleration is not rescinded or annulled within 10 days after the acceleration,

provided that, subject to certain limitations described in the indenture, the term “indebtedness” does not include for this purpose an acceleration of or default on certain “Non-Recourse Indebtedness,” as that term is defined in the indenture and described below;

	•		an acceleration of, or a significant modification of the terms of any outstanding debt securities identified in the indenture (each of these series of notes being referred to below as an “Outstanding Series”), occurs, provided that on the date of the occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000;

	•		any one of various events of bankruptcy, insolvency or reorganization specified in the indenture occurs with respect to Toll Brothers, Inc., a Significant Subsidiary, or the issuer of that series of debt securities; or

	•		the guarantee of a Guarantor relating to that series of debt securities ceases to be in full force and effect for any reason other than in accordance with its terms.

“Non-Recourse Indebtedness,” as defined in the indenture, means indebtedness or other obligations secured by a lien on property to the extent that the liability for the indebtedness or other obligations is limited to the security of the property without liability on the part of Toll Brothers, Inc. or any subsidiary (other than the subsidiary which holds title to the property) for any deficiency.

holders of any series of debt securities, except in the case of a default in the payment of principal, premium, if any, or interest, if any, with respect to that series, if the trustee considers the withholding to be in the interest of the holders.

If an Event of Default occurs and is continuing for a series of debt securities, other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, either the trustee or the holders of at least 25% in principal amount of all of the outstanding debt securities of that series may, by giving an acceleration notice to the issuer of that series of debt securities, Toll Brothers, Inc., or the Trustee, declare the unpaid principal of and accrued and unpaid interest on all of the debt securities of that series to be due and payable immediately.

If an Event of Default occurs with respect to a series of debt securities as a result of certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, then the unpaid principal amount of all of the debt securities of that series outstanding and any accrued and unpaid interest will automatically become due and payable immediately without any declaration or other act by the trustee or any holder of debt securities of that series.

At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind the acceleration, provided that, among other things, all Events of Default with respect to the particular series, other than payment defaults caused by the acceleration, have been cured or waived as provided in the indenture.

The holders of a majority in outstanding principal amount of the debt securities of a particular series may generally waive an existing default with respect to that series and its consequences in accordance with terms and conditions provided in the indenture. However, these holders may not waive a default in the payment of the principal, any premium or any interest on the debt securities.

Toll Brothers, Inc. and any issuer of debt securities offered by this prospectus will be required to file annually with the trustee under the indenture a certificate, signed by an officer of Toll Brothers, Inc. and the issuer, stating whether or not the officer knows of any default under the terms of the indenture and providing a description of any default of which the officer has knowledge.

Redemption

The prospectus supplement relating to a series of redeemable debt securities will describe the rights or obligations of the issuer to redeem those debt securities and the procedure for redemption.

Additional Provisions

Subject to the duty of the trustee to act with the required standard of care during a default, the indenture provides that the trustee will be under no obligation to perform any duty or to exercise any of its rights or powers under the indenture, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to these provisions for the indemnification of the trustee and various other conditions, the holders of a majority in total principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series.

A holder of debt securities of a series will not have the right to pursue any remedy with respect to the indenture or the debt securities of that series, unless:

	•		the holder gives to the trustee written notice of a continuing Event of Default;

	•		the holders of not less than 25% in total principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;

	•		the holder offers the trustee indemnity satisfactory to it against any loss, liability or expense;

	•		the trustee fails to comply with the holder’s request within 60 days after receipt of the written request and offer of indemnity; and

	•		the trustee, during the same 60-day period, has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the aforementioned written request of holders.

However, the holder of any debt security will have an absolute right to receive payment of the principal of and interest on that debt security on or after the respective due dates expressed in that debt security and to bring suit for the enforcement of any payment.

Covenants

The prospectus supplement relating to the debt securities of any series will describe any special covenants applicable to the issuer of the series or Toll Brothers, Inc. with respect to that series.

Merger or Consolidation

Neither Toll Brothers, Inc., nor any Guarantor, nor the issuer of a series of debt securities offered by this prospectus may consolidate with or merge into, or transfer all or substantially all of its assets to, any other person, unless:

	•		the other person is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes by supplemental indenture all the obligations of Toll Brothers, Inc., any Guarantor, or the issuer, as the case may be, under the indenture and either the guarantees or the debt securities, as the case may be; and

	•		immediately after giving effect to the transaction no “Default” or “Event of Default,” as these terms are defined in the indenture, has occurred and is continuing.

Afterwards, all of the obligations of the predecessor corporation will terminate.

Modification of an Indenture

The respective obligations of Toll Brothers, Inc., any of its directly or indirectly owned subsidiaries that guarantee the debt securities, and the issuer of debt securities of any series offered by this prospectus and the rights of the holders of those debt securities under the indenture generally may be modified with the written consent of the holders of a majority in outstanding principal amount of the debt securities of all series under the indenture affected by the modification. However, without the consent of each affected holder of debt securities, no amendment, supplement or waiver may, among other things:

	•		reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

	•		reduce the rate or extend the time for payment of interest on the debt securities;

	•		reduce the principal amount of, or premium on, the debt securities;

	•		change the maturity of any debt securities;

	•		change the redemption provisions;

	•		waive a default in the payment of the principal, premium, if any, or interest on any series of debt securities;

	•		modify the subordination or guarantee provisions in a manner adverse to holders of any series of debt securities;

	•		make the medium of payment other than that stated in the debt securities;

	•		impair the right to bring suit for the enforcement of any of these payments; and

	•		change the provisions regarding modifications to the indenture or waiver of Defaults or Events of Default that will be effective against any holders of any series of debt securities.

Governing Law

The indenture, the debt securities and the guarantees will be governed by the laws of the State of New York.

Satisfaction and Discharge of Indenture

Unless otherwise provided in the applicable authorizing resolution and prospectus supplement, the indenture will be discharged:

	•		upon payment of all the series of debt securities issued under the indenture; or

	•		upon deposit with the trustee, within one year of the date of maturity or redemption of all of the series of debt securities issued under the indenture, of funds sufficient for (a) the payment of principal of and interest on the securities to maturity or (b) redemption of the securities.

Reports to Holders of Debt Securities

As long as the securities issued under the indenture are outstanding, we will file with the SEC our annual reports, quarterly reports and other periodic reports that we would be required to file with the SEC in accordance with Section 13(a) or 15(d) of the Exchange Act, on or prior to the dates we would be required to file such documents and regardless of whether or not we are subject to Section 13(a) or 15(d). If our obligation to file these reports or information with the SEC is not then permitted by the SEC, or if such filings are not generally available on the Internet free of charge, we shall mail to the holders of such securities, at no cost to such holders, and file with the Trustee, copies of the annual reports, quarterly reports and other periodic reports required to be filed with the SEC by companies subject to Section 13(a) or 15(d). We will also supply copies of such reports, promptly upon written request, to any prospective holder at our cost.

As long as the securities issued under the indenture are outstanding and constitute “restricted securities” under Rule 144 of the Securities Act, we will furnish to the holders of such securities and to securities analysts and prospective investors, upon their request, a statement of the nature of our business and the products and services we offer; and our most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years, audited to the extent reasonably available.

DESCRIPTION OF SUBORDINATED DEBT SECURITIES AND GUARANTEES

One or more series of the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp. may be issued under a single indenture. Alternatively, any series of debt securities may be issued under a separate indenture. The terms applicable to each series of debt securities will be stated in the indenture and may be modified by the resolution(s) authorizing that series of debt securities adopted by the board of directors, or an officer or committee of officers authorized by the board of directors, of both the issuer of the debt securities and Toll Brothers, Inc. under the applicable indenture. We refer in this prospectus to the resolution(s) authorizing a series of debt securities as an authorizing resolution. Each indenture under which any debt securities are issued, including the applicable authorizing resolution(s), is referred to in this prospectus as an “indenture,” and collectively with any other indentures, as the “indentures.” Each indenture will be entered into among Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the obligor, Toll Brothers, Inc., as the issuer of the related guarantees, and the institution named in the prospectus supplement, as trustee.

The terms of any series of the debt securities include those stated in the applicable indenture. Holders of each series of the debt securities are referred to the indenture for that series, including the applicable authorizing resolution, for a statement of the terms. The respective forms of the indenture for the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are filed as exhibits to the registration statement of which this prospectus is a part. Each indenture may be amended or modified for any series of debt securities by an authorizing resolution which will be described in the prospectus supplement, and the applicable authorizing resolution relating to any series of debt securities offered pursuant to this prospectus will be filed as an exhibit to a report incorporated by reference in this prospectus. The following summary of certain provisions of the debt securities and the indenture is not complete. You should read all of the provisions of the indenture, including the definitions contained in the indenture which are not otherwise defined in this prospectus, and the prospectus supplement. Wherever we refer to particular provisions or defined terms of the indenture, these provisions or defined terms are incorporated in this prospectus by reference.

General

The debt securities, when issued, will be obligations that constitute either senior subordinated debt or subordinated debt of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be. Toll Brothers, Inc. will unconditionally guarantee the payment of the principal, premium, if any, and interest on the debt securities when due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. See “Guarantee of Debt Securities.” The total principal amount of debt securities which may be issued under the indenture will not be limited. Debt securities may be issued under the indenture from time to time in one or more series. Unless the prospectus supplement relating to the original offering of a particular series of debt securities indicates otherwise, the issuer of that series of debt securities will have the ability to reopen the previous issue of that series of debt securities and issue additional debt securities of that series pursuant to an authorizing resolution, an officers’ certificate or an indenture supplement. Because neither Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. nor Toll Finance Corp. has any independent operations or generates any operating revenues, the funds required to pay the principal, the premium, if any, and interest on the debt securities will come from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated in the

prospectus supplement, there is no legal or contractual restriction on the ability of Toll Brothers, Inc. or the other subsidiaries of Toll Brothers, Inc. to provide these funds.

	•		their title and, if other than denominations of $1,000 and any integral multiple thereof, the denominations in which they will be issuable;

	•		their price or prices (expressed as a percentage of the respective aggregate principal amount of the debt securities) at which they will be issued;

	•		their total principal amount and, if applicable, the terms on which the principal amount of the series may be increased by a subsequent offering of additional debt securities of the same series;

	•		the interest rate (which may be fixed or variable and which may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity), the date or dates from which interest, if any, will accrue and the circumstances, if any, in which the issuer may defer interest payments;

	•		any special provisions for the payment of any additional amounts with respect to the debt securities;

	•		any provisions relating to the seniority or subordination of all or any portion of the indebtedness evidenced by the securities to other indebtedness of the issuer;

	•		the date or dates on which principal and premium, if any, are payable or the method of determining those dates;

	•		the dates and times at which interest, if any, will be payable, the record date for any interest payment and the person to whom interest will be payable if other than the person in whose name the debt security is registered at the close of business on the record date for the interest payment;

	•		the place or places where principal of, premium, if any, and interest, if any, will be payable;

	•		the terms applicable to any “original issue discount” (as defined in the Internal Revenue Code of 1986, as amended, and the related regulations), including the rate or rates at which the original issue discount will accrue, and any special federal income tax and other considerations;

	•		the right or obligation, if any, of the issuer to redeem or purchase debt securities under any sinking fund or analogous provisions or at the option of a holder of debt securities, or otherwise, the conditions, if any, giving rise to the right or obligation and the period or periods within which, and the price or prices at which and the terms and conditions upon which, debt securities will be redeemed or purchased, in whole or in part, and any provisions for the marketing of the debt securities;

	•		if the amount of payments of principal, premium, if any, and interest, if any, is to be determined by reference to an index, formula or other method, the manner in which these amounts are to be determined and the calculation agent, if any, with respect to the payments;

	•		if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities which will be payable upon declaration or acceleration of the stated maturity of the debt securities pursuant to an “Event of Default,” as defined in the applicable indenture;

	•		whether the debt securities will be issued in registered or bearer form and the terms of these forms;

	•		whether the debt securities will be issued in certificated or book-entry form and, if applicable, the identity of the depositary;

	•		any provision for electronic issuance or issuances in uncertificated form;

	•		any listing of the debt securities on a securities exchange;

	•		any events of default or covenants in addition to or in place of those described in this prospectus;

	•		the terms, if any, on which the debt securities will be convertible into or exchangeable for other debt or equity securities, including without limitation the conversion price, the conversion period and any other provisions in addition to or in place of those included in this prospectus;

	•		the collateral, if any, securing payments with respect to the debt securities and any provisions relating to the collateral;

	•		whether and upon what terms the debt securities may be defeased; and

	•		any other material terms of that series of debt securities.

Guarantee of Debt Securities

Toll Brothers, Inc. will guarantee, fully and unconditionally unless otherwise provided in the prospectus supplement, the payment of the principal, premium, if any, and interest on the debt securities as they become due, whether at maturity, by declaration of acceleration, call for redemption or otherwise. The terms of any guarantees of any debt securities will be described in an applicable prospectus supplement.

claims of the banks that have provided and are providing First Huntingdon Finance Corp. a revolving credit facility under an agreement pursuant to which Toll Brothers, Inc. and its other subsidiaries, including Toll Corp., Toll Brothers Finance Corp. and Toll Finance Corp., have guaranteed or will guarantee the obligations owing to the banks under the revolving credit facility.

Conversion of Debt Securities

In the case of any debt security or portion of debt security called for redemption, conversion rights will expire at the close of business on the second business day preceding the redemption date.

The conversion price of the debt securities of a convertible series will be subject to adjustment in certain events, including:

	•		the issuance of our common stock as a dividend or distribution on our common stock;

	•		the subdivision, combination or reclassification of our outstanding common stock;

	•		the issuance of rights or warrants, expiring within 45 days after the record date for issuance, to the holders of our common stock generally entitling them to acquire shares of our common stock at less than the common stock’s then “Current Market Price” as defined in the indenture;

	•		the distribution to holders of our common stock, generally, of evidences of indebtedness or our assets, excluding cash dividends paid from retained earnings and dividends or distributions payable in stock for which adjustment is otherwise made; or

	•		the distribution to the holders of our common stock, generally, of rights or warrants to subscribe for our securities, other than those for which adjustment is otherwise made.

There will be no upward adjustment in the conversion price except in the event of a reverse stock split. Toll Brothers, Inc. is not required to make any adjustment in the conversion price of less than 1%, but the adjustment will be carried forward and taken into account in the computation of any subsequent adjustment.

There will be no adjustments to the conversion price of the debt securities of any convertible series as discussed above in the following situations:

	•		any consolidation or merger to which we are a party other than a merger or consolidation in which we are the continuing corporation;

	•		any sale or conveyance to another corporation of our property as an entirety or substantially as an entirety; or

	•		any statutory exchange of securities with another corporation, including any exchange effected in connection with a merger of a third corporation into us

Form, Exchange, Registration, Conversion, Transfer and Payment

Unless otherwise indicated in the prospectus supplement:

	•		each series of debt securities will be issued in registered form only, without coupons;

	•		payment of principal, premium, if any, and interest, if any, on each series of the debt securities will be payable at the office or agency of the issuer of that series maintained for this purpose; and

	•		the exchange, conversion and transfer of each series of debt securities may be registered at the office or agency of the issuer of that series maintained for this purpose and at any other office or agency maintained for this purpose.

Registered Global Securities

Unless and until a registered global security is exchanged in whole or in part for debt securities in definitive registered form, it may not be transferred except as a whole:

	•		by the depositary for the registered global security to a nominee for the depositary;

	•		by a nominee of the depositary to the depositary or to another nominee

	•		of the depositary; or

	•		by the depositary or its nominee to a successor depositary or a nominee of a successor depositary.

	•		ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security (each a “participant” and, collectively, the “participants”) or persons holding interests through the participants;

	•		after the issuer of a series of debt securities issues the registered global security for the series, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities of that series represented by the registered global security beneficially owned by the participants;

	•		the underwriters, agents or dealers participating in the distribution of the debt securities will designate the accounts to be credited;

	•		only a participant or a person that may hold an interest through a participant may be the beneficial owner of a registered global security; and

	•		ownership of beneficial interests in the registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for the registered global security for interests of the participants, and on the records of the participants for interests of persons holding through the participants.

	•		will not be entitled to have the debt securities represented by a registered global security registered in their names;

	•		will not receive or be entitled to receive physical delivery of the debt

	•		securities in definitive form; and

	•		will not be considered the owners or holders of the debt securities under the indenture.

through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. Neither the issuer of a series of debt securities, Toll Brothers, Inc., the trustee under the indenture nor any other agent of any of them will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security for the series or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

If the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, Toll Brothers, Inc. will appoint an eligible successor depositary. If Toll Brothers, Inc. fails to appoint an eligible successor depositary within 90 days, the debt securities will be issued in definitive form in exchange for the registered global security. In addition, Toll Brothers, Inc. may at any time and in its sole discretion determine not to have any debt securities of a series represented by one or more registered global securities. In that event, debt securities of that series will be issued in definitive form in exchange for each registered global security representing the debt securities. Any debt securities issued in definitive form in exchange for a registered global security will be registered in such name or names as the depositary instructs the trustee. We expect that the instructions will be based upon directions received by the depositary from the participants with respect to ownership of beneficial interests in the registered global security.

Events of Default, Notice and Waiver

Unless otherwise indicated in the prospectus supplement, each of the following events will be an “Event of Default” with respect to each series of debt securities issued under the indenture:

	•		Toll Brothers, Inc. or the issuer of that series of debt securities fails to pay interest due on any debt securities of that series for 30 days;

	•		Toll Brothers, Inc. or the issuer of that series of debt securities fails to pay the principal of any debt securities of that series when due;

	•		Toll Brothers, Inc. or the issuer of that series of debt securities fails to perform any other agreements contained in the debt securities of that series or in the guarantee relating to that series of debt securities or contained in the indenture for that series of debt securities and applicable to that series for a period of 60 days after the issuer’s receipt of notice of the default from the trustee under the indenture or the holders of at least 25% in principal of the debt securities of that series;

	•		default in the payment of indebtedness of Toll Brothers, Inc. or any “Subsidiary,” as defined in the indenture of Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., under the terms of the instrument evidencing or securing the indebtedness which permits the holder of the indebtedness to accelerate the payment of in excess of an aggregate of $5,000,000 in principal amount of the indebtedness, after the lapse of applicable grace periods or, in the case of non-payment defaults, acceleration of the indebtedness if the acceleration is not rescinded or annulled within 10 days after the acceleration, provided that, subject to certain limitations described in the indenture, the term “indebtedness” does not include for this purpose an acceleration of or default on certain “Non-Recourse Indebtedness,” as that term is defined in the indenture;

	•		a final judgment for the payment of money in an amount in excess of $5,000,000 is entered against Toll Brothers, Inc. or any subsidiary (as defined in the indenture) of Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., which remains undischarged for a period during which execution is not effectively stayed of 60 days after the date on which the right to appeal has expired, provided that the term “final judgment” will not include a “Non-Recourse Judgment,” as that term is defined in the indenture, unless the book value of all property, net of any previous write downs or reserves in respect of the property, subject to the Non-Recourse Judgment exceeds the amount of the Non-Recourse Judgment by more than $10,000,000;

	•		an “Event of Default”, as that term is defined in the indenture relating to any outstanding debt securities identified in the indenture (each of these series of notes being referred to below as an “Outstanding Series”), occurs, provided that on the date of the occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000;

	•		any one of various events of bankruptcy, insolvency or reorganization specified in the indenture occurs with respect to Toll Brothers, Inc. or the issuer of that series of debt securities; or

	•		the guarantee of Toll Brothers, Inc. relating to that series of debt securities ceases to be in full force and effect for any reason other than in accordance with its terms.

“Non-Recourse Indebtedness,” as defined in the indenture, means indebtedness or other obligations secured by a lien on property to the extent that the liability for the indebtedness or other obligations is limited to the security of the property without liability on the part of Toll Brothers, Inc. or any subsidiary, other than the subsidiary which holds title to the property, for any deficiency.

“Non-Recourse Judgment,” as defined in the indenture, means a judgment in respect of indebtedness or other obligations secured by a lien on property to the extent that the liability for (1) the indebtedness or other obligations and (2) the judgment is limited to the property without liability on the part of Toll Brothers, Inc. or any subsidiary, other than the subsidiary which holds title to the property, for any deficiency.

The trustee is required to give notice to the holders of any series of debt securities within 90 days of a default with respect to that series of debt securities under the indenture. However, the trustee may withhold notice to the holders of any series of debt securities, except in the case of a default in the payment of principal, premium, if any, or interest, if any, with respect to that series, if the trustee considers the withholding to be in the interest of the holders.

If an Event of Default for the debt securities of any series at the time outstanding, other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of all of the outstanding debt securities of that series may, by giving an acceleration notice to the issuer of that series of debt securities, declare the unpaid principal of and accrued and unpaid interest on all of the debt securities of that series to be due and payable if, with respect to debt securities of that series (1) (a) no designated senior debt of Toll Brothers, Inc. or the issuer of that series of debt securities is outstanding, or (b) if the debt securities of that series are not subordinated to other indebtedness of the issuer of that series of debt securities, immediately; or (2) if designated senior debt of Toll Brothers, Inc. or the issuer of that series of debt securities is outstanding and the debt securities of that series are junior to other indebtedness of the issuer of that series of debt securities, upon the earlier of (A) ten days after the acceleration notice is received by the issuer of that series of debt securities or (B) the acceleration of any senior indebtedness of Toll Brothers, Inc. or the issuer of that series of debt securities. The designated senior debt of Toll Brothers, Inc. is referred to in the indenture as “Designated Senior Debt of the Guarantor” and the designated senior debt of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be, is referred to in the indenture for that issuer’s debt securities as “Designated Senior Debt of the Company,” and each, as defined in the indenture, may be further defined in the prospectus supplement.

unpaid interest, will automatically become due and payable immediately without any declaration or other act by the trustee or any holder of debt securities of that series. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind the acceleration, provided that, among other things, all Events of Default with respect to the particular series, other than payment defaults caused by the acceleration, have been cured or waived as provided in the indenture.

Additional Provisions

A holder of debt securities of a series will not have the right to pursue any remedy with respect to the indenture or the debt securities of that series, unless:

	•		the holder gives to the trustee written notice of a continuing Event of Default;

	•		the holders of not less than 25% in total principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;

	•		the holder offers the trustee indemnity satisfactory to it against any loss, liability or expense;

	•		the trustee fails to comply with the holder’s request within 60 days after receipt of the written request and offer of indemnity; and

	•		the trustee, during the same 60-days, has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the aforementioned written request of holders.

Covenants

The prospectus supplement relating to the debt securities of any series will describe any special covenants applicable to the issuer of the series or Toll Brothers, Inc. with respect to that series.

Merger or Consolidation

Neither Toll Brothers, Inc. nor the issuer of a series of debt securities offered by this prospectus may consolidate with or merge into, or transfer all or substantially all of its assets to, any other person without the consent of the holders of that series of debt securities, unless:

	•		the other person is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes by supplemental indenture all the obligations of Toll Brothers, Inc. or the issuer, as the case may be, under the indenture and either the guarantees or the debt securities, as the case may be; and

	•		immediately after giving effect to the transaction no “Default” or “Event of Default,” as these terms are defined in the indenture, has occurred and is continuing.

	Afterwards, all of the obligations of the predecessor corporation will terminate.

Modification of an Indenture

The respective obligations of Toll Brothers, Inc. and the issuer of debt securities of any series offered by this prospectus and the rights of the holders of those debt securities under the indenture generally may be modified with the consent of the holders of a majority in outstanding principal amount of the debt securities of all series under the indenture affected by the modification. However, without the consent of each affected holder of debt securities, no amendment, supplement or waiver may:

	•		extend the maturity of any debt securities;

	•		reduce the rate or extend the time for payment of interest on the debt securities;

	•		reduce the principal amount of, or premium on, the debt securities;

	•		change the redemption provisions;

	•		make a change that adversely affects the right to convert or the conversion price for any series of convertible debt securities;

	•		reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

	•		waive a default in the payment of the principal, premium, if any, or interest on any series of debt securities;

	•		modify the subordination or guarantee provisions in a manner adverse to holders of any series of debt securities;

	•		make the medium of payment other than that stated in the debt securities;

	•		make any change in the right of any holder of debt securities to receive payment of principal of, premium, if any, and interest on those debt securities, or to bring suit for the enforcement of any of these payments; and

	•		change the provisions regarding modifications to the indenture or waiver of Defaults or Events of Default that will be effective against any holders of any series of debt securities.

Governing Law

The indenture, the debt securities and the guarantees will be governed by the laws of the State of New York.

Satisfaction and Discharge of Indenture

Unless otherwise provided in the applicable authorizing resolution and prospectus supplement, the indenture will be discharged:

	•		upon payment of all the series of debt securities issued under the indenture; or

	•		upon deposit with the trustee, within one year of the date of maturity or redemption of all of the series of debt securities issued under the indenture, of funds sufficient for the payment or redemption of the securities.

Reports to Holders of Debt Securities

We file with the trustee copies of our annual reports and other information, documents and reports that we file with the SEC. So long as our obligation to file these reports or information with the SEC is suspended or terminated, we will provide the trustee with audited annual financial statements prepared in accordance with generally accepted accounting principles and unaudited condensed quarterly financial statements. These financial statements will be accompanied by management’s discussion and analysis of the results of our operations and financial condition for the period reported upon in substantially the form required under the rules and regulations of the SEC then in effect.

PLAN OF DISTRIBUTION

We may offer and sell the securities to which this prospectus relates in any one or more of the following ways:

	•		directly to purchasers;

	•		to or through underwriters;

	•		to or through dealers; or

	•		to or through agents.

Each time we sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including the purchase price of the securities and the proceeds to the issuer(s) from the sale of the securities, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the securities may be listed.

The securities may be distributed from time to time in one or more transactions:

	•		at a fixed price or prices, which may be changed;

	•		at market prices prevailing at the time of sale;

	•		at prices related to prevailing market prices; or

	•		at negotiated prices.

Each time we sell securities, we will describe the method of distribution of the securities in the prospectus supplement relating to the transaction.

If underwriters are used in the offer and sale of the securities being offered by this prospectus, the name of each managing underwriter, if any, and any other underwriters and the terms of the transaction, including any underwriting discounts and other items constituting compensation of the underwriters and dealers, if any, will be

included in the prospectus supplement relating to the offering. The securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If a dealer is used in the sale of the securities being offered by this prospectus, the issuer(s) of the securities will sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. The name of the dealer and the terms of the transaction will be identified in the prospectus supplement.

If an agent is used in an offering of securities being offered by this prospectus, the agent will be named and the terms of the agency will be described in the prospectus supplement relating to the offering. Unless otherwise indicated in the prospectus supplement, an agent will act on a best efforts basis for the period of its appointment.

Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by the issuer(s) of those securities directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resales of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.

If indicated in the prospectus supplement, the issuer(s) of the securities to which the prospectus supplement relates will authorize underwriters or their other agents to solicit offers by certain institutional investors to purchase securities from the issuer(s) pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. In all cases, these purchasers must be approved by the issuer(s) of the securities. The obligations of any purchaser under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to which that purchaser is subject and (b) if the securities are also being sold to underwriters, the issuer(s) must have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

In addition, the securities offered by this prospectus and an accompanying prospectus supplement may be offered and sold by the holders of the securities in one or more of the transactions described above, which transactions may be effected at any time and from time to time. Upon a sale of securities made in this manner, the respective holders of the securities and any participating broker, dealer or underwriter may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions, discounts or concessions upon the sale, or any profit on the resale of the securities, received in connection with the sale may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. The compensation, including commissions, discounts, concessions and other profits, received by any broker, dealer or underwriter in connection with the sale of any of the securities, may be less than or in excess of customary commissions.

Some of the underwriters, dealers or agents we may use in any offering of securities under this prospectus may be customers of, including borrowers from, engage in transactions with, and perform services for us or our affiliates in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled, under agreements which may be entered into with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to be reimbursed by us for certain expenses.

Until the distribution of the securities offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members, if any, to bid for and purchase the securities. As an exception to these rules, the representatives of the underwriters, if any, are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.

If underwriters create a short position in the securities in connection with the offering of the securities (i.e., if they sell more securities than are included on the cover page of the prospectus supplement), the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters also may elect to reduce any short position by exercising all or part of the over-allotment option, if any, described in the prospectus supplement.

The representatives of the underwriters also may impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those securities as part of the offering of the securities.

In general, purchases of a security for the purpose of stabilization or to reduce a syndicate short position could cause the price of the security to be higher than it might otherwise be in the absence of these types of purchases. The imposition of a penalty bid might have an effect on the price of a security to the extent that it were to discourage resales of the security by purchasers in the offering.

Neither we nor any of the underwriters, if any, makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities. In addition, neither we nor any of the underwriters, if any, makes any representation that the representatives of the underwriters, if any, will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

The anticipated date of delivery of the securities offered by this prospectus will be described in the prospectus supplement relating to the offering. The securities offered by this prospectus may or may not be listed on a national securities exchange (including the NYSE (where our common stock is listed)), or a foreign securities exchange. We cannot give any assurances that there will be a market for any of the securities offered by this prospectus and any prospectus supplement.

Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings are indeterminable, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

LEGAL MATTERS

Certain legal matters relating to the validity of the securities offered by this prospectus will be passed upon by WolfBlock LLP, Philadelphia, Pennsylvania.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended October 31, 2007, and the effectiveness of our internal control over financial reporting as of October 31, 2007, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

PART II

Information Not Required In Prospectus

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts.


SEC registration fee	(1	)
Fees and expenses of independent accountants	(2	)
Trustee fees and expenses	(2	)
Legal fees and expenses	(2	)
Printing and delivery expenses	(2	)
Blue sky fees	(2	)
Rating agency fees	(2	)
Miscellaneous expenses	(2	)

Total	(1)(2)


(1)		Because an indeterminate amount of securities are covered by this Registration Statement, we are deferring payment of the registration fee pursuant to Rule 456(b) under the Securities Act.

(2)		Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings are indeterminable, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal actions or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Under our Certificate of Incorporation and bylaws, the Company is obligated to indemnify and hold harmless any Director, officer or employee of the Company to the fullest extent permitted by law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) against expenses (including legal fees), judgments, losses, liability, fines and amounts paid in settlement, actually and reasonably incurred or suffered by him or her, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), brought or threatened to be brought against him by reason of the fact that he or she is or was a Director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or trustee or in any other capacity while serving as a director, officer, employee or trustee; provided, however, that except as provided in the Certification of Incorporation with respect to

II-1

proceedings to enforce rights to indemnification, the Company is obligated to indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. In addition to the foregoing, the Company may provide indemnification for any indemnitee in those instances in which such indemnification, although greater in scope or degree than that expressly provided by law, is deemed to be in the best interest of the Company by (a) a majority of disinterested Directors even though less than a quorum (which may consist of only one Director if there is only one disinterested Director), (b) by a committee of disinterested Directors designated by a majority of disinterested Directors, even though less than a quorum, or (c) if there are no disinterested Directors, or if such disinterested Directors so direct, by independent legal counsel in a written opinion.

In addition, an indemnitee also has the right to be paid by the Company the expenses incurred (including attorney’s fees) in connection with any proceeding in advance of the final disposition of the proceeding (hereinafter an “advancement of expenses”); provided, however, that, if required by law, any advancement of expenses incurred by a indemnitee solely in his capacity as a director, officer or employee shall only be made upon delivery to the Company of an undertaking (hereinafter an “undertaking”) by or on behalf of such indemnitee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified by the Company or authorized by law. No such undertaking is required in connection with the advancement of expenses incurred by an indemnitee acting in any other capacity in which service is or was rendered by such indemnitee, including, without limitation, service to an employee benefit plan.

A Director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the Director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The Company carries directors’ and officers’ liability insurance that covers certain liabilities and expenses of its directors and officers.

Item 16. Exhibits


1.1**		Underwriting Agreement.

4.1		Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.

4.2		Amended and Restated By-Laws of Toll Brothers, Inc. dated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 13, 2008.

4.3		Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the fiscal year ended October 31, 1991.

4.4		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 18, 2007.

4.5**		Form of stock certificate for the Preferred Stock of the Registrant.

4.6**		Form of Debt Securities.

4.7**		Form of Warrant Agreement.

4.8**		Form of Warrant Certificate.

4.9**		Form of Guarantee of Debt Securities.

4.10*		Form of Indenture for Senior Debt Securities.

4.11*		Form of Indenture for Subordinated Debt Securities.

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4.12		Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 18, 2007.

5*		Form of Opinion of WolfBlock LLP, Philadelphia, Pennsylvania.

10.1		Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., the Registrant and the lenders which are parties thereto dated as of March 17, 2006, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended April 30, 2006.

12*		Statement Regarding Computation of Ratio of Earnings to Fixed Charges.

23.1		Consent of WolfBlock LLP (included as part of Exhibit 5.1).

23.2*		Consent of Ernst & Young LLP Independent Registered Public Accounting Firm.

24*		Power of Attorney (included in signature pages hereto).

25.1**		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of any other trustee for the debt securities and senior debt securities.


*		Filed herewith.

**		To be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment of this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information relating to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,

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submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Brothers, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	TOLL BROTHERS, INC.
	By:	Robert I. Toll
		Robert I. Toll,
		Chairman of the Board of Directors

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this registration statement), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Robert I. Toll Robert I. Toll		Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)

Bruce E. Toll Bruce E. Toll		Vice Chairman of the Board and Director

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Signature		Title

Zvi Barzilay Zvi Barzilay		President, Chief Operating Officer and Director

Robert S. Blank Robert S. Blank		Director

Edward G. Boehne Edward G. Boehne		Director

Richard J. Braemer Richard J. Braemer		Director

Roger S. Hillas Roger S. Hillas		Director

Carl B. Marbach Carl B. Marbach		Director

Stephen A. Novick Stephen A. Novick		Director

Joel H. Rassman Joel H. Rassman		Executive Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial Officer)

Paul E. Shapiro Paul E. Shapiro		Director

Joseph R. Sicree Joseph R. Sicree		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule I of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule I of Additional Registrants)
	By:	Zvi Barzilay
		Zvi Barzilay,
		President of each Registrant listed on Schedule I of Additional Registrants that is a corporation or limited liability company and President of the corporate general partner or corporate managing partner or limited liability company general partner of each Registrant listed on Schedule I of Additional Registrants that is a general or limited partnership

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities* indicated on October 29, 2008.


*		Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule I of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

II-8


Signature		Title

Robert I. Toll Robert I. Toll		Chief Executive Officer and Director (as to corporate Registrants) /Manager (as to limited liability company Registrants)

Zvi Barzilay Zvi Barzilay		President, Chief Operating Officer, Assistant Secretary and Director as to corporate Registrants)/Manager (as to limited liability company Registrants)(Principal Executive Officer)

Joel H. Rassman Joel H. Rassman		Executive Vice President, Treasurer, Chief Financial Officer, Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-9

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule II of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule II of Additional Registrants)
	By:	Zvi Barzilay
		Zvi Barzilay,
		President of each Registrant listed on Schedule II of Additional Registrants that is a corporation or limited liability company and President of the corporate general partner of each Registrant listed on Schedule II of Additional Registrants that is a limited partnership

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on October 29, 2008.


*		Except as otherwise provided herein, each of the following persons holds each of the positions listed next to his/her name for each Registrant listed on Schedule II of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

II-10


Signature		Title

Robert I. Toll Robert I. Toll		Director

Zvi Barzilay Zvi Barzilay		President and Director (Principal Executive Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer

II-11

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule III of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule III of Additional Registrants)
	By:	Zvi Barzilay
		Zvi Barzilay,
		President of each Registrant listed on Schedule III of Additional Registrants that is a corporation and President of the corporate general partner of each Registrant listed on Schedule III of Additional Registrants that is a limited partnership

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Robert I. Toll Robert I. Toll		Chief Executive Officer and Director

Zvi Barzilay Zvi Barzilay		President, Chief Operating Officer, Assistant Secretary and Director (Principal Executive Officer)

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Signature		Title

Joel H. Rassman Joel H. Rassman		Executive Vice President, Treasurer, Chief Financial Officer, Assistant Secretary and Director (Principal Financial Officer)

Douglas C. Yearley, Jr. Douglas C. Yearley, Jr.		Regional President and Director

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-13

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule IV of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule IV of Additional Registrants)
	By:	Kelly Hughes-Allen
		Kelly Hughes-Allen,
		President of each Registrant listed on Schedule IV of Additional Registrants that is a corporation or limited liability company and President of the corporate general partner of each Registrant listed on Schedule IV of Additional Registrants that is a limited partnership

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities* indicated on October 29, 2008.


*		Except as otherwise provided herein, each of the following persons holds each of the positions listed next to his/her name for each Registrant listed on Schedule IV of Additional Registrants. Where the Registrant is a limited liability company, this registration statement has been signed by the following persons on behalf of such entities’ corporate manager in the capacities indicated. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.

II-14


Signature		Title

Kelly Hughes-Allen Kelly Hughes-Allen		President, Treasurer, Secretary and Director (as to corporate Registrants)/ Manager (as to limited liability company Registrants) (Principal Executive Officer)

Joseph DeSanto Joseph DeSanto		Vice President and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Financial Officer) (Principal Accounting Officer)

Ann DiFiore Ann DiFiore		Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)

Mark J. Warshauer Mark J. Warshauer		Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)

Mary Alice Avery Mary Alice Avery		Assistant Secretary and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)

II-15

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule V of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule V of Additional Registrants)
	By:	Mitchell P. Laskowitz
		Mitchell P. Laskowitz,
		President of each Registrant listed on Schedule V of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Mitchell P. Laskowitz Mitchell P. Laskowitz		President and Manager (Principal Executive Officer)

David H. Richey David H. Richey		Manager

David A. Larkin David A. Larkin		Manager

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Signature		Title

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-17

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VI of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule VI of Additional Registrants)
	By:	Gary Mayo
		Gary Mayo,
		President of each Registrant listed on Schedule VI of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Gary M. Mayo Gary M. Mayo		President and Manager (Principal Executive Officer)

Richard T. Hartman Richard T. Hartman		Manager

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Signature		Title

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-19

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VII of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on the Schedule VII of Additional Registrants)
	By:	James Manners
		James Manners,
		President of each Registrant listed on Schedule VII of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on October 29, 2008.


*		Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule VIII of Additional Registrants.


Signature		Title

James Manners James Manners		President and Manager (Principal Executive Officer)

David E. Torres David E. Torres		Manager

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Signature		Title

Carol M. Mumford Carol M. Mumford		Manager and Secretary

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer)

II-21

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VIII of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule VIII of Additional Registrants)
	By:	David H. Richey
		David H. Richey,
		President of each Registrant listed on Schedule VIII of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

David H. Richey David H. Richey		President and Manager (Principal Executive Officer)

Mitchell P. Laskowitz Mitchell P. Laskowitz		Manager

David A. Larkin David A. Larkin		Manager

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Signature		Title

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-23

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule IX of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule IX of Additional Registrants)
	By:	Thomas Anhut
		Thomas Anhut,
		President of each Registrant listed on Schedule IX of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Thomas Anhut Thomas Anhut		President (Principal Executive Officer)

David H. Richey David H. Richey		Manager

Mitchell P. Laskowitz Mitchell P. Laskowitz		Manager

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Signature		Title

David A. Larkin David A. Larkin		Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-25

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule X of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule X of Additional Registrants)
	By:	Robert Craig
		Robert Craig,
		President of each Registrant listed on Schedule X of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Robert Craig Robert Craig		President (Principal Executive Officer)

David H. Richey David H. Richey		Manager

Mitchell P. Laskowitz Mitchell P. Laskowitz		Manager

II-26


Signature		Title

David A. Larkin David A. Larkin		Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-27

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XI of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule XI of Additional Registrants)
	By:	James Boyd
		James Boyd,
		President of each Registrant listed on Schedule XI of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title


James Boyd James Boyd		President (Principal Executive Officer)

David H. Richey David H. Richey		Manager

Mitchell P. Laskowitz Mitchell P. Laskowitz		Manager

II-28


Signature		Title

David A. Larkin David A. Larkin		Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-29

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XII of Additional Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Registrants (As Listed on Schedule XII of Additional Registrants)
	By:	Michael Donnelly
		Michael Donnelly,
		President of each Registrant listed on Schedule XII of Additional Registrants

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Michael Donnelly Michael Donnelly		President (Principal Executive Officer)

David H. Richey David H. Richey		Manager

Mitchell P. Laskowitz Mitchell P. Laskowitz		Manager

II-30


Signature		Title

David A. Larkin David A. Larkin		Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-31

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, ESE Consultants, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	ESE Consultants, Inc.
	By:	Christopher Stocke
		Christopher Stocke,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Barry Depew Barry Depew		President, Chief Executive Officer, Assistant Secretary and Director (Principal Executive Officer)

Christopher Stocke Christopher Stocke		President, Chief Operating Officer, and Director

Javier Vega Javier Vega		Senior Vice President, Secretary and Director

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

II-32


Signature		Title

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-33

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, TOLL Architecture, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	TOLL Architecture, Inc.
	By:	Jed Gibson
		Jed Gibson,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Jed Gibson Jed Gibson		President and Director (Principal Executive Officer)

Edward D. Weber Edward D. Weber		Vice President and Director

Lee J. Golanoski Lee J. Golanoski		Secretary and Director

II-34


Signature		Title

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-35

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, TOLL Architecture I, P.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	TOLL Architecture I, P.A.
	By:	Jed Gibson
		Jed Gibson,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Jed Gibson Jed Gibson		President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

II-36

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, TOLL LTC Successor Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	TOLL LTC Successor Corp.
	By:	Kelly Hughes-Allen
		Kelly Hughes-Allen,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on October 29, 2008.


Signature		Title

Kelly Hughes-Allen Kelly Hughes-Allen		President, Treasurer, Secretary and Director (Principal Executive Officer)

Joseph DeSanto Joseph DeSanto		Vice President and Director (Principal Financial Officer and Principal Accounting Officer)

Mindy Riddle Mindy Riddle		Assistant Secretary and Director

II-37

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, TOLL Northeast Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	TOLL Northeast Services, Inc.
	By:	Zvi Barzilay
		Zvi Barzilay,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Zvi Barzilay Zvi Barzilay		President, (Principal Executive Officer)

Joseph DeSanto Joseph DeSanto		Director

Michael McDevitt Michael McDevitt		Director

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-38

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z. Construction Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	C.B.A.Z. Construction Company LLC
	By:	Richard T. Hartman
		Richard T. Hartman,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Richard T. Hartman Richard T. Hartman		President and Manager (Principal Executive Officer)

Charles W. Bowie		Manager and Secretary,

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-39

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Frenchman’s Reserve Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Frenchman’s Reserve Realty, LLC
	By:	Michael Donnelly
		Michael Donnelly,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Michael Donnelly Michael Donnelly		President and Manager (Principal Executive Officer)

Ronald Blum Ronald Blum		Vice President and Manager

Richard Charlton Richard Charlton		Secretary and Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

II-40

II-41

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Hoboken Land I LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Hoboken Land I LLC
	By:	Zvi Barzilay
		Zvi Barzilay,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29 2008.


Signature		Title

Zvi Barzilay Zvi Barzilay		President, Chief Operating Officer, and Assistant Secretary (Principal Executive Officer)

Douglas C. Yearley, Jr. Douglas C. Yearley, Jr.		Regional President and Manager (Principal Executive Officer)

Roger A. Brush Roger A. Brush		Group President and Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-42

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Jacksonville TBI Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Jacksonville TBI Realty, LLC
	By:	Kelly Hofelt
		Kelly Hofelt,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Kelly Hofelt Kelly Hofelt		President and Manager (Principal Executive Officer)

David Torres David Torres		Vice President and Manager

James Mcdade James McDade		Secretary and Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

II-43


Signature		Title

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-44

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Mizner Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Mizner Realty L.L.C.
	By:	Michael Donnelly
		Michael Donnelly,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Michael Donnelly Michael Donnelly		President and Manager (Principal Executive Officer)

Ronald Blum Ronald Blum		Vice President, Secretary and Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-45

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Orlando TBI Realty, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Orlando TBI Realty, LLC
	By:	William C. Reilly
		William C. Reilly,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

William C. Reilly William C. Reilly		President and Manager (Principal Executive Officer)

Paige Colvin Paige Colvin		Secretary and Manager

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-46

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, South Riding Realty LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	South Riding Realty LLC
	By:	William Gilligan
		William Gilligan,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

William Gilligan William Gilligan		President and Manager (Principal Executive Officer)

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-47

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Toll Realty L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Toll Realty L.L.C.
	By:	Ralph Reinert
		Ralph Reinert,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Ralph Reinert Ralph Reinert		President and Manager (Principal Executive Officer)

Joel H. Rassman Joel H. Rassman		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Joseph R. Sicree Joseph R. Sicree		Senior Vice President, Chief Accounting Officer, and Assistant Secretary (Principal Accounting Officer)

II-48

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, Hawthorne Woods Country Club II LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Horsham, Commonwealth of Pennsylvania, on October 29, 2008.


	Hawthorne Woods Country Club II LLC
	By:	Andrew Stern
		Andrew Stern,
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 29, 2008.


Signature		Title

Andrew Stern Andrew Stern		President (Principal Executive Officer)

David H. Richey David H. Richey		Manager

Mitchell P. Laskowitz Mitchell P. Laskowitz		Manager

David A. Larkin David A. Larkin		Manager

II-49

II-50

Schedule I of Additional Registrants
Exact Name of Registrant as Specified in its Charter

110-112 Third Ave. Realty Corp.
Bunker Hill Estates, Inc.
Chesterbrooke, Inc.
Connecticut Land Corp.
Daylesford Development Corp.
Fairway Valley, Inc.
First Huntingdon Finance Corp.
Franklin Farms G.P., Inc.
MA Limited Land Corporation
Maple Point, Inc.
Maryland Limited Land Corporation
Polekoff Farm, Inc.
Springfield Chase, Inc.
Stewarts Crossing, Inc.
Tenby Hunt, Inc.
Toll AZ GP Corp.
Toll Bros. of Arizona, Inc.
Toll Bros. of North Carolina, Inc.
Toll Bros. of North Carolina II, Inc.
Toll Bros. of North Carolina III, Inc.
Toll Bros., Inc.
Toll Bros., Inc.
Toll Bros., Inc.
Toll Brothers AZ Construction Company
Toll Brothers Canada USA, Inc.
Toll Brothers Finance Corp.
Toll Brothers Real Estate, Inc.
Toll CA GP Corp.
Toll CO GP Corp.
Toll Corp.
Toll Finance Corp.
Toll FL GP Corp.
Toll GA GP Corp.
Toll Holdings, Inc.
Toll IL GP Corp.
Toll Land Corp. No. 20
Toll Land Corp. No. 43
Toll Land Corp. No. 45
Toll Land Corp. No. 46
Toll Land Corp. No. 47
Toll Land Corp. No. 48
Toll Land Corp. No. 49
Toll Land Corp. No. 50
Toll Land Corp. No. 51
Toll Land Corp. No. 52
Toll Land Corp. No. 53
Toll Land Corp. No. 55
Toll Land Corp. No. 56
Toll Land Corp. No. 58
Toll Land Corp. No. 59
Toll Land Corp. No. 60

II-51

Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Toll Management AZ Corp.
Toll Management VA Corp.
Toll Manhattan I, Inc.
Toll MD Builder Corp.
Toll MN GP Corp.
Toll NC GP Corp.
Toll NH GP Corp.
Toll NJ Builder Corp.
Toll NV GP Corp.
Toll OH GP Corp.
Toll PA Builder Corp.
Toll PA GP Corp.
Toll PA II GP Corp.
Toll PA III GP Corp.
Toll Peppertree, Inc.
Toll Philmont Corporation
Toll Realty Holdings Corp. I
Toll Realty Holdings Corp. II
Toll RI GP Corp.
Toll SC GP Corp.
Toll TN GP Corp.
Toll TX GP Corp.
Toll VA GP Corp.
Toll WV GP Corp.
Toll Wood Corporation
Toll YL, Inc.
Valley Forge Conservation Holding GP Corp.
Warren Chase, Inc.
Windsor Development Corp.
51 N. 8th Street L.P.
Afton Chase, L.P.
Audubon Ridge, L.P.
Beaumont Chase, L.P.
Belmont Land, L.P.
Binks Estates Limited Partnership
Blue Bell Country Club, L.P.
Bridle Estates, L.P.
Broad Run Associates, L.P.
Buckingham Woods, L.P.
Bucks County Country Club, L.P.
Calabasas View, L.P.
CC Estates Limited Partnership
Chellis Hill Limited Partnership
Chesterbrooke Limited Partnership
Cobblestones at Thornbury, L.P.
Cold Spring Hunt, L.P.
Concord Chase, L.P.
Cortlandt Chase, L.P.
Dolington Estates, L.P.
Dominion Country Club, L.P.
Eagle Farm Limited Partnership
Estates at Coronado Pointe, L.P.

II-52

Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Estates at San Juan Capistrano, L.P.
Fair Lakes Chase, L.P.
Fairfax Investment, L.P.
Fairfax Station Hunt, L.P.
Farmwell Hunt, L.P.
Franklin Oaks Limited Partnership
Great Falls Hunt, L.P.
Great Falls Woods, L.P.
Greens at Waynesborough, L.P.
Hockessin Chase, L.P.
Holliston Hunt Limited Partnership
Huckins Farm Limited Partnership
Hunter Mill, L.P.
Huntington Estates Limited Partnership
Hurley Ridge Limited Partnership
Kensington Woods Limited Partnership
Loudoun Valley Associates, L.P.
Mill Road Estates, L.P.
Mount Kisco Chase, L.P.
NC Country Club Estates Limited Partnership
Newtown Chase Limited Partnership
Northampton Crest, L.P.
Northampton Preserve, L.P.
Preston Village Limited Partnership
Providence Plantation Limited Partnership
Regency at Dominion Valley, L.P.
River Crossing, L.P.
Seaside Estates Limited Partnership
Shrewsbury Hunt Limited Partnership
Somers Chase, L.P.
Somerset Development Limited Partnership
Sorrento at Dublin Ranch I LP
Sorrento at Dublin Ranch II LP
Sorrento at Dublin Ranch III LP
South Riding Amberlea LP
South Riding Partners Amberlea LP
South Riding Partners, L.P.
South Riding, L.P.
Southport Landing Limited Partnership
Springton Pointe, L.P.
Stone Mill Estates, L.P.
Swedesford Chase, L.P.
TBI/Heron Bay Limited Partnership
TBI/Naples Limited Partnership
TBI/Palm Beach Limited Partnership
The Bird Estate Limited Partnership
The Estates at Brooke Manor Limited Partnership
The Estates at Summit Chase, L.P.
The Preserve at Annapolis Limited Partnership
The Preserve at Boca Raton Limited Partnership

II-53

Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

The Woods at Highland Lakes, L.P.
Toll at Brier Creek Limited Partnership
Toll at Daventry Park, L.P.
Toll at Payne Ranch, L.P.
Toll at Whippoorwill, L.P.
Toll Brooklyn L.P.
Toll Bros. of Tennessee, L.P.
Toll Brothers AZ Limited Partnership
Toll Brothers Maryland II Limited Partnership
Toll CA, L.P.
Toll CA II, L.P.
Toll CA III, L.P.
Toll CA IV, L.P.
Toll CA V, L.P.
Toll CA VI, L.P.
Toll CA VII, L.P.
Toll CA VIII, L.P.
Toll CA IX, L.P.
Toll CA X, L.P.
Toll CA XI, L.P.
Toll CA XII, L.P.
Toll CA XIII, L.P.
Toll CA XIV, L.P.
Toll CA XV, L.P.
Toll CA XVI, L.P.
Toll CA XVII, L.P.
Toll CA XVIII, L.P.
Toll CA XIX, L.P.
Toll CO, L.P.
Toll CT Limited Partnership
Toll CT II Limited Partnership
Toll CT Westport Limited Partnership
Toll Costa, L.P.
Toll DE LP
Toll East Naples Limited Partnership
Toll Estero Limited Partnership
Toll FL Limited Partnership
Toll FL II Limited Partnership
Toll FL III Limited Partnership
Toll FL IV Limited Partnership
Toll FL V Limited Partnership
Toll FL VI Limited Partnership
Toll FL VII Limited Partnership
Toll FL VIII Limited Partnership
Toll Ft. Myers Limited Partnership
Toll GA LP
Toll IL, L.P.
Toll IL II, L.P.
Toll IL III, L.P.
Toll IL IV, L.P.

II-54

Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Toll IL HWCC, L.P.
Toll IL WSB, L.P.
Toll Jacksonville Limited Partnership
Toll Land Limited Partnership
Toll Land V Limited Partnership
Toll Land VI Limited Partnership
Toll Land VII Limited Partnership
Toll Land IX Limited Partnership
Toll Land X Limited Partnership
Toll Land XIV Limited Partnership
Toll Land XV Limited Partnership
Toll Land XVII Limited Partnership
Toll Land XVIII Limited Partnership
Toll Land XIX Limited Partnership
Toll Land XX Limited Partnership
Toll Land XXI Limited Partnership
Toll Land XXII Limited Partnership
Toll Land XXIII Limited Partnership
Toll Land XXVI Limited Partnership
Toll Livingston at Naples Limited Partnership
Toll MA Land Limited Partnership
Toll MD Builder I, L.P.
Toll MD Limited Partnership
Toll MD II Limited Partnership
Toll MD III Limited Partnership
Toll MD IV Limited Partnership
Toll MD V Limited Partnership
Toll MD VI Limited Partnership
Toll MD VII Limited Partnership
Toll MD VIII Limited Partnership
Toll MD IX Limited Partnership
Toll MD X Limited Partnership
Toll MN, L.P.
Toll MN II, L.P.
Toll Naval Associates
Toll NC, L.P.
Toll NC II LP
Toll NH Limited Partnership
Toll NJ Builder I, L.P.
Toll NV Limited Partnership
Toll NY LP
Toll Orlando Limited Partnership
Toll PA, L.P.
Toll PA II, L.P.
Toll PA III, L.P.
Toll PA IV, L.P.
Toll PA V, L.P.
Toll PA VI, L.P.
Toll PA VII, L.P.
Toll PA VIII, L.P.

II-55

Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Toll PA IX, L.P.
Toll PA X, L.P.
Toll PA XI, L.P.
Toll PA XII, L.P.
Toll PA XIII, L.P.
Toll Realty Holdings LP
Toll Reston Associates, L.P.
Toll RI II, L.P.
Toll RI, L.P.
Toll SC, L.P.
Toll SC II, L.P.
Toll SC III, L.P.
Toll Stonebrae LP
Toll VA, L.P.
Toll VA II, L.P.
Toll VA III, L.P.
Toll VA IV, L.P.
Toll VA V, L.P.
Toll VA VI, L.P.
Toll VA VII, L.P.
Toll WV LP
Toll YL, L.P.
Toll YL II, L.P.
Toll-Dublin, L.P.
Trumbull Hunt Limited Partnership
Uwchlan Woods, L.P.
Valley Forge Conservation Holding, L.P.
Valley Forge Woods, L.P.
Valley View Estates Limited Partnership
Village Partners, L.P.
Waterford Preserve LP
Whiteland Woods, L.P.
Willowdale Crossing, L.P.
Wilson Concord, L.P.
110-112 Third Ave. GC II LLC
110-112 Third Ave. GC LLC
2301 Fallston Road LLC
5-01 — 5-17 48th Avenue GC II LLC
5-01 — 5-17 48th Avenue GC LLC
5-01 — 5-17 48th Avenue II LLC
5-01 — 5-17 48th Avenue LLC
51 N. 8th Street GC II LLC
51 N. 8th Street GC LLC
51 N. 8th Street I LLC
60 Industrial Parkway Cheektowaga, LLC
Arbor Hills Development LLC
Arthur’s Woods, LLC
Arundel Preserve #10a, LLC
Arundel Preserve #6, LLC
Big Branch Overlook L.L.C.
C.B.A.Z. Holding Company LLC

II-56

Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Colonial 40 I, LLC
Colonial 40 II, LLC
Component Systems I LLC
Component Systems II LLC
Creeks Farm L.L.C.
Feys Property LLC
Hunts Bluff LLC
Lighthouse Point Land Company, LLC
Long Meadows TBI, LLC
Longmeadow Properties LLC
Martinsburg Ventures, L.L.C.
Paramount Village LLC
Phillips Drive LLC
Prince William Land I LLC
Prince William Land II LLC
Regency at Dominion Valley LLC
Sapling Ridge, LLC
SR Amberlea LLC
SRLP II LLC
TB Kent Partners LLC
The Ridges at Belmont Country Club I LLC
The Ridges at Belmont Country Club II LLC
Toll Austin TX LLC
Toll Cedar Hunt LLC
Toll CO I LLC
Toll Corners LLC
Toll Dallas TX LLC
Toll-Dublin, LLC
Toll Equipment, L.L.C.
Toll FL I, LLC
Toll Glastonbury LLC
Toll IN LLC
Toll Jupiter LLC
Toll Locust Hill LLC
Toll MD I, L.L.C.
Toll MD II LLC
Toll NJ III, LLC
Toll Reston Associates, L.L.C.
Toll San Antonio TX LLC
Toll Stratford LLC
Toll VA L.L.C.
Toll VA III L.L.C.
Toll Van Wyck, LLC
Toll Vanderbilt I LLC
Toll Vanderbilt II LLC
Vanderbilt Capital LLC
Virginia Construction Co. I, LLC
Virginia Construction Co. II, LLC

II-57

Schedule II of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Amwell Chase, Inc.
Toll Land Corp. No. 6
Toll Land Corp. No. 10
Bernards Chase, L.P.
Branchburg Ridge, L.P.
Brass Castle Estates, L.P.
Charlestown Hills, L.P.
Estates at Princeton Junction, L.P.
Estates at Rivers Edge, L.P.
Fairway Mews Limited Partnership
Greenwich Chase, L.P.
Greenwich Station, L.P.
Hoboken Land LP
Holland Ridge, L.P.
Hopewell Hunt, L.P.
Hunterdon Chase, L.P.
Hunterdon Ridge, L.P.
Laurel Creek, L.P.
Manalapan Hunt, L.P.
Montgomery Chase, L.P.
Moorestown Hunt, L.P.
Patriots, L.P.
Princeton Hunt, L.P.
Rolling Greens, L.P.
The Woods at Long Valley, L.P.
Toll at Princeton Walk, L.P.
Toll at Westlake, L.P.
Toll Cliffs Urban Renewal Company LP
Toll Grove LP
Toll Hudson LP
Toll Land IV Limited Partnership
Toll Land XI Limited Partnership
Toll Land XVI Limited Partnership
Toll Land XXV Limited Partnership
Toll Marshall LP
Toll NJ, L.P.
Toll NJ II, L.P.
Toll NJ III, L.P.
Toll NJ IV, L.P.
Toll NJ V, L.P.
Toll NJ VI, L.P.
Toll NJ VII, L.P.
Toll NJ VIII, L.P.
Toll NJ XI, L.P.
Toll Park LP
Washington Greene Development, L.P.
West Amwell Limited Partnership
1500 Garden St. LLC
700 Grove Street Urban Renewal, LLC

II-58

Schedule II of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Block 255 LLC
CWG Construction Company LLC
High Pointe at Hopewell, LLC
Hoboken Cove LLC
Regency at Denville LLC
Regency at Long Valley I LLC
Regency at Long Valley II LLC
Regency at Mansfield I LLC
Regency at Mansfield II LLC
Regency at Washington I LLC
Regency at Washington II LLC
Toll EB, LLC
Toll Hoboken LLC
Toll Morgan Street LLC
Toll NJ I, L.L.C.
Toll NJ II, L.L.C.

II-59

Schedule III of Additional Registrants
Exact Name of Registrant as Specified in its Charter

HQZ Acquisitions, Inc.
SH Homes Corporation
SI Investment Corporation
The Silverman Building Companies, Inc.
Toll Development Company, Inc.
Toll MI GP Corp.
Toll Realty Holdings Corp. III
Cheltenham Estates Limited Partnership
Silverman-Toll Limited Partnership
Timber Ridge Investment Limited Partnership
Toll at Honey Creek Limited Partnership
Toll MI Limited Partnership
Toll MI II Limited Partnership
Toll MI III Limited Partnership
Toll MI IV Limited Partnership
Toll MI V Limited Partnership
Toll Northville Golf Limited Partnership
Toll Northville Limited Partnership

II-60

Schedule IV of Additional Registrants
Exact Name of Registrant as Specified in its Charter

First Brandywine Finance Corp.
First Brandywine Investment Corp. II
First Brandywine Investment Corp. III
First Brandywine Investment Corp. IV
TB Proprietary Corp.
TB Proprietary LP, Inc.
Toll Bay Corp.
Toll Bay Corp. II
Toll Bros. of Tennessee, Inc.
Toll Buckeye Corp.
Toll Buckeye Corp. II
Toll Centennial Corp.
Toll Copper Corp.
Toll Copper Corp. II
Toll Diamond Corp.
Toll Diamond Corp. II
Toll Dominion Corp.
Toll Dominion Corp. II
Toll Empire Corp.
Toll Empire Corp. II
Toll Garden Corp.
Toll Garden Corp. II
Toll Golden Corp.
Toll Granite Corp.
Toll Granite Corp. II
Toll Great Lakes Corp.
Toll Great Lakes Corp. II
Toll Keystone Corp.
Toll Keystone Corp. II
Toll Lone Star Corp.
Toll Lone Star Corp. II
Toll Mid-Atlantic LP Company, Inc.
Toll Mid-Atlantic Note Company, Inc.
Toll Midwest LP Company, Inc.
Toll Midwest Note Company, Inc.
Toll NJX III Corp.
Toll NJX IV Corp.
Toll NJX-I Corp.
Toll NJX-II Corp.
Toll Northeast LP Company, Inc.
Toll Northeast Note Company, Inc.
Toll Nutmeg Corp.
Toll Nutmeg Corp. II
Toll Old Line Corp.
Toll Old Line Corp. II
Toll Palmetto Corp.
Toll Palmetto Corp. II
Toll Plantation Corp.
Toll Plantation Corp. II
Toll Prairie Corp.
Toll Sagebrush Corp.
Toll Southeast LP Company, Inc.

II-61

Schedule IV of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter

Toll Southeast Note Company, Inc.
Toll Southwest LP Company, Inc.
Toll Southwest Note Company, Inc.
Toll Sunshine Corp.
Toll Sunshine Corp. II
Toll Tar Heel Corp.
Toll Tar Heel Corp. II
Toll VA Member Two, Inc.
Toll WestCoast LP Company, Inc.
Toll WestCoast Note Company, Inc.
First Brandywine Partners, L.P.
Rose Hollow Crossing Associates
TB Proprietary, L.P.
First Brandywine LLC I
First Brandywine LLC II
First Brandywine LLC III
First Brandywine LLC IV
Toll DE X II, LLC
Toll DE X, LLC

II-62

Schedule V of Additional Registrants
Exact Name of Registrant as Specified in its Charter

The Regency Golf Club I LLC
The Regency Golf Club II LLC

II-63

Schedule VI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Toll Henderson LLC
Toll North LV LLC
Toll North Reno LLC
Toll NV Holdings LLC
Toll South LV LLC
Toll South Reno LLC

II-64

Schedule VII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Naples TBI Realty, LLC
Tampa TBI Realty LLC

II-65

Schedule VIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Belmont Country Club I LLC
Belmont Country Club II LLC
Naples Lakes Country Club, L.L.C.

II-66

Schedule IX of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Brier Creek Country Club I LLC
Brier Creek Country Club II LLC

II-67

Schedule X of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Dominion Valley Country Club I LLC
Dominion Valley Country Club II LLC

II-68

Schedule XI of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Golf I Country Club Estates at Moorpark LLC
Golf II Country Club Estates at Moorpark LLC

II-69

Schedule XII of Additional Registrants
Exact Name of Registrant as Specified in its Charter

Palm Cove Golf & Yacht Club I LLC
Palm Cove Golf & Yacht Club II LLC
Palm Cove Marina I LLC
Palm Cove Marina II LLC

II-70

EXHIBIT INDEX


Exhibit No.		Description

1.1**		Underwriting Agreement.

4.1		Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.

4.2		Amended and Restated By-Laws of Toll Brothers, Inc. dated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 13, 2008.

4.3		Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the fiscal year ended October 31, 1991.

4.4		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 18, 2007.

4.5**		Form of stock certificate for the Preferred Stock of the Registrant.

4.6**		Form of Debt Securities.

4.7**		Form of Warrant Agreement.

4.8**		Form of Warrant Certificate.

4.9**		Form of Guarantee of Debt Securities.

4.10*		Form of Indenture for Senior Debt Securities.

4.11*		Form of Indenture for Subordinated Debt Securities.

4.12		Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 18, 2007.

5*		Form of Opinion of WolfBlock LLP, Philadelphia, Pennsylvania.

10.1		Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., the Registrant and the lenders which are parties thereto dated as of March 17, 2006, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended April 30, 2006.

12*		Statement Regarding Computation of Ratio of Earnings to Fixed Charges.

23.1		Consent of WolfBlock LLP (included as part of Exhibit 5.1).

23.2*		Consent of Ernst & Young LLP Independent Registered Public Accounting Firm.

24*		Power of Attorney (included in signature pages hereto).

25.1**		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of trustee for the debt securities.


*		Filed herewith.

**		To be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

EXHIBIT 4.10

[ ] , as Issuer

[ ] , as A Guarantor, and

THE OTHER GUARANTORS PARTY HERETO

Senior Debt Securities

Indenture

Dated as of [ ]

[ ] , as Trustee

CROSS-REFERENCE TABLE

This Cross-Reference Table is not a part of the Indenture


TIA		Indenture
Section		Section

310(a)(1)		7.09; 7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		N.A.
(b)		7.08; 7.10; 12.02; 12.14
(c)		N.A.
311(a)		7.11
(b)		7.11
(b)(1)		7.10
(c)		N.A.
312(a)		2.05
(b)		2.05; 12.03
(c)		12.03
313(a)		7.06
(b)(1)		N.A.
(b)(2)		7.06
(c)		7.06
(d)		7.06
314(a)		4.03; 7.06; 12.02
(b)		N.A.
(c)(1)		12.04
(c)(2)		12.04
(c)(3)		N.A.
(d)		N.A.
(e)		12.05
(f)		N.A.
315(a)		7.01(b)
(b)		7.05; 12.02
(c)		7.01(a)
(d)		7.01(c)
(e)		6.11
316(a)(last sentence)		12.06
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
(c)
317(a)(1)		6.08
(a)(2)		6.09
(b)		2.04
318(a)		12.01


N.A. means Not Applicable.

TABLE OF CONTENTS

This Table of Contents is not a part of the Indenture


ARTICLE ONE

Definitions and Incorporation By Reference

Section 1.01 Definitions			1
Section 1.02 Other Definitions			6
Section 1.03 Incorporation by Reference of Trust Indenture Act			7
Section 1.04 Rules of Construction			7

ARTICLE TWO

THE SECURITIES

Section 2.01 Form and Dating			7
Section 2.02 Execution and Authentication			10
Section 2.03 Registrar and Paying Agent			11
Section 2.04 Paying Agent to Hold Money in Trust			11
Section 2.05 Holder Lists			11
Section 2.06 Transfer and Exchange			11
Section 2.07 Replacement Securities			12
Section 2.08 Outstanding Securities			12
Section 2.09 Temporary Securities			13
Section 2.10 Cancellation			13
Section 2.11 Defaulted Interest			13
Section 2.12 Treasury Securities			13
Section 2.13 CUSIP Numbers			14
Section 2.14 Deposit of Moneys			14
Section 2.15 Book-Entry Provisions for Global Security			14
Section 2.16 Restrictive Legends			15
Section 2.17 Special Transfer Provisions			16

ARTICLE THREE

Redemption

Section 3.01 Notices to Trustee			18
Section 3.02 Selection of Securities to be Redeemed			19
Section 3.03 Notice of Redemption			19
Section 3.04 Effect of Notice of Redemption			20
Section 3.05 Deposit of Redemption Price			20


Section 3.06 Securities Redeemed in Part			20

ARTICLE FOUR

Covenants

Section 4.01 Payment of Securities			21
Section 4.02 Maintenance of Office or Agency			21
Section 4.03 Compliance Certificate			21
Section 4.04 Additional Guarantors			21
Section 4.05 Reports			22

ARTICLE FIVE

Successor Corporation
Section 5.01 When the Issuer or the Guarantors May Merge, etc.			22

ARTICLE SIX

Defaults and Remedies

Section 6.01 Events of Default			23
Section 6.02 Acceleration			25
Section 6.03 Other Remedies			26
Section 6.04 Waiver of Past Defaults			26
Section 6.05 Control by Majority			26
Section 6.06 Limitation on Suits			26
Section 6.07 Rights of Holders to Receive Payment			27
Section 6.08 Collection Suit by Trustee			27
Section 6.09 Trustee May File Proofs of Claim			27
Section 6.10 Priorities			28
Section 6.11 Undertaking for Costs			28

ARTICLE SEVEN

Trustee

Section 7.01 Duties of Trustee			28
Section 7.02 Rights of Trustee			29
Section 7.03 Individual Rights of Trustee			30
Section 7.04 Trustee’s Disclaimer			30
Section 7.05 Notice of Defaults			30
Section 7.06 Reports by Trustee to Holders			31
Section 7.07 Compensation and Indemnity			31
Section 7.08 Replacement of Trustee			31
Section 7.09 Successor Trustee by Merger, etc.			32
Section 7.10 Eligibility; Disqualification			32

- ii -


ARTICLE EIGHT

DISCHARGE OF INDENTURE

Section 8.01 Defeasance upon Deposit of Moneys or U.S. Government Obligations			32
Section 8.02 Survival of the Issuer’s Obligations			35
Section 8.03 Application of Trust Money			35
Section 8.04 Repayment to the Issuer			36
Section 8.05 Reinstatement			36

ARTICLE NINE Guarantees

Section 9.01 Unconditional Guarantees			36
Section 9.02 Severability			37
Section 9.03 Release of a Guarantor			37
Section 9.04 Limitation of a Guarantor’s Liability			38
Section 9.05 Contribution			38
Section 9.06 Waiver of Subrogation			39
Section 9.07 Execution of Guarantee			39

ARTICLE TEN

Amendments, Supplements and Waivers

Section 10.01 Without Consent of Holders			40
Section 10.02 With Consent of Holders			41
Section 10.03 Compliance with Trust Indenture Act			42
Section 10.04 Revocation and Effect of Consents			42
Section 10.05 Notation on or Exchange of Securities			43
Section 10.06 Trustee to Sign Amendments, etc.			43

ARTICLE ELEVEN
Conversion of Securities

Section 11.01 Applicability of Article			43
Section 11.02 Conversion Privilege			43
Section 11.03 Manner of Exercise of Conversion Privilege			44
Section 11.04 Payment in Lieu of Fractional Shares			45
Section 11.05 Adjustment of Conversion Price			45
Section 11.06 Notice of Certain Corporate Action			47
Section 11.07 Company to Provide Stock			48
Section 11.08 Taxes on Conversions			48
Section 11.09 Covenant as to Stock			48
Section 11.10 Consolidation or Merger			49
Section 11.11 Disclaimer of Responsibility for Certain Matters			49

- iii -


ARTICLE TWELVE

Miscellaneous

Section 12.01 Trust Indenture Act Controls			50
Section 12.02 Notices			50
Section 12.03 Communications by Holders with Other Holders			51
Section 12.04 Certificate and Opinion as to Conditions Precedent			51
Section 12.05 Statements Required in Certificate or Opinion			51
Section 12.06 Rules by Trustee and Agents			52
Section 12.07 Legal Holidays			52
Section 12.08 Governing Law			52
Section 12.09 No Adverse Interpretation of Other Agreements			52
Section 12.10 No Recourse Against Others			52
Section 12.11 Successors and Assigns			52
Section 12.12 Duplicate Originals			52
Section 12.13 Severability			53
Section 12.14 Counterparts			53

Signatures			54

Exhibit A — Form of Security
Exhibit B — Form of Exchange Security and Private Exchange Security
Exhibit C — Form of Certificate to be Delivered in Connection with Transfers to Non-QIB Accredited Investors.
Exhibit D — Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulations S

- iv -

INDENTURE dated as of [ ] , by and among [ ] , a [ ] corporation (the “Issuer”), [ ] , a [ ] corporation (the “Company”) and the other Guarantors (as defined in Section 1.01) and [ ] (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s debt securities issued under this Indenture:

ARTICLE ONE

Definitions and Incorporation By Reference

Section 1.01 Definitions .

“Additional Interest” has the meaning set forth in paragraph 7 of the Security.

“Affiliate” means, when used with reference to a specified person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Person specified.

“Agent” means any Registrar, Paying Agent or co-Registrar or agent for service of notices and demands.

“Authorizing Resolution” means a resolution adopted by the Board of Directors, or by an Officer or committee of Officers pursuant to Board of Directors delegation, authorizing a Series of Securities.

“Bank Credit Facilities” means the Amended and Restated Credit Agreement by and among [ ] , the Company and the lenders party thereto, dated [ ] , as amended, and any related documents (including, without limitation, any guarantees or security documents), as such agreements (and such related documents) may be amended, restated, supplemented, renewed, replaced by the existing lenders or by successors or otherwise modified from time to time, including any agreement(s) extending the maturity of or refinancing or refunding all or any portion of the indebtedness or increasing the amount to be borrowed under such agreement(s) or any successor agreement(s), whether or not by or among the same parties.

“Bankruptcy Law” means title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means any Person’s Board of Directors or any authorized committee thereof.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of or in such Person’s capital stock or other equity interests, and options, rights or warrants to purchase such capital stock or other equity interests, whether now outstanding or issued after the applicable Issue Date, including, without limitation, all Redeemable Capital Stock and Preferred Stock.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP.

“Common Stock” means the Common Stock ($.01 par value) of the Company as the same exists at the date of this Indenture as originally executed or as such stock may be constituted from time to time.

“Company” means the party named as such in this Indenture until a successor replaces it pursuant to the Indenture and thereafter means the successor.

“Consolidated Net Worth” of any Person means the consolidated stockholders’ equity of such Person determined in accordance with accounting principles generally accepted in the United States.

“Conversion Price” means the initial conversion price of Securities of a Series specified in the Authorizing Resolutions establishing the terms of such Series of Security, as adjusted in accordance with the provisions of Article Eleven.

“Current Market Price” means, for any relevant date, (a) except for purposes of Section 11.04, the average of the last reported sale prices of the Common Stock for the 30 consecutive Business Days commencing 45 Business Days before the day in question and (b) for purposes of Section 11.04 only, the last reported sale price of the Common Stock, in either such case as reported on the composite tape, or similar reporting system, for issues listed on the New York Stock Exchange (or if the Common Stock is not then listed on that exchange, for issues listed on such other national securities exchange upon which the Common Stock is listed as may be designated by the Board of Directors for the purposes hereof) or, if there is no such reported sale on the day or days in question, on the basis of the average of the closing bid and asked quotations as so reported, or, if the Common Stock is not listed on any national securities exchange, on the basis of the average of the high bid and low asked quotations on the day or days in question in the over-the-counter market as reported by the National Association of Securities Dealers’ Automated Quotations System, or if not so quoted, as reported by National Quotation Bureau, Incorporated, or any similar organization, or if not so reported as determined in good faith by the Board of Directors.

“Default” means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default.

“Exchange Securities” means the series B Securities to be issued under this Indenture in exchange for Initial Securities pursuant to a Registration Rights Agreement.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect at the time of computation.

- 2 -

“Guarantee” means the guarantee of Securities of any applicable Series by each Guarantor under this Indenture.

“Guarantors” means, (i) initially on the execution of this Indenture, each of the entities listed on Schedule A, attached hereto, and (ii) each of the Company’s Subsidiaries which becomes a guarantor of Securities pursuant to the provisions of this Indenture, in each case subject to Section 9.03(a).

“Holder” means the Person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” means (1) any liability of any Person (A) for borrowed money, (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), (C) for the payment of money relating to a Capitalized Lease Obligation or (D) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (2) any liability of others described in the preceding clause (1) that such Person has guaranteed or that is otherwise its legal liability; and (3) all Indebtedness referred to in (but not excluded from) clauses (1) and (2) above of other Persons of all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (4) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (1), (2) and (3) above.

“Indenture” means this Indenture as amended or supplemented from time to time, including pursuant to any Authorizing Resolution or supplemental indenture pertaining to any Series.

“Initial Purchasers” means the initial purchasers named in a purchase agreement, as initial purchasers of the series A Securities in an offering of such Securities.

“Initial Securities” means the series A Securities issued under this Indenture.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“interest” means, with respect to any Series of Securities, the sum of any interest and any Additional Interest on such series of Securities.

“Interest Payment Date” when used with respect to any installment of interest payable on the Securities, has the meaning provided in Section 1 of the Securities.

“Issue Date” means, with respect to any Series of Securities, the date on which the Securities of such Series are originally issued under this Indenture.

- 3 -

“Lien” means, with respect to any Property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such Property. For purposes of this definition, a Person shall be deemed to own, subject to a Lien, any Property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such Property.

“Non-Recourse Indebtedness” means the Indebtedness or other obligations secured by a Lien on property to the extent that the liability of the Indebtedness or other obligations is limited to the security of the property without liability on the part of the Issuer, the Company or any Restricted Subsidiary (other than the Restricted Subsidiary which holds title to the property) for any deficiency.

“Officer” means the Chairman of the Board, the President, any Vice President, the Chief Accounting Officer, the Controller, the Treasurer, or the Secretary of the Issuer or any Guarantor, as applicable.

“Officers’ Certificate” means a certificate signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Issuer or the Company, as applicable.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer, the Company, a Guarantor, Subsidiary or the Trustee, as applicable.

“Original Issue Discount Security” means any Security which provides that an amount less than its principal amount is due and payable upon acceleration after an Event of Default.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock” of any Person means all Capital Stock of such Person which has a preference in liquidation or with respect to the payment of dividends.

“principal” of a debt security means the principal of the security plus, when appropriate, the premium, if any, on the security.

“Private Exchange” means the offer by the Issuer, pursuant to the Registration Rights Agreement, to the Initial Purchasers to issue and deliver to the Initial Purchasers, in exchange for the Initial Securities held by the Initial Purchasers, as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.

“Private Exchange Securities” means the series B Securities to be issued pursuant to this Indenture to the Initial Purchasers in a Private Exchange.

“Private Placement Legend” means the legend set forth on the Initial Securities in the form set forth in Section 2.16.

- 4 -

“Property” of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person, whether or not included in the most recent consolidated balance sheet of such Person and its Subsidiaries under GAAP.

“Qualified Institutional Buyer” or “QIB” shall have the meaning specified in Rule 144A under the Securities Act.

“Record Date” for the interest payable on any Interest Payment Date on the Securities has the meaning provided in Section 2 of the Securities.

“Redeemable Capital Stock” means any Capital Stock of the Issuer, the Company of any Subsidiary of the Company that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (1) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of any series of Securities or (2) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (3) is convertible into or exchangeable for debt securities at any time prior to such final stated maturity.

“Registration Rights Agreement” means, with respect to any issuance of Initial Securities under this Indenture, the registration rights agreement entered into among the Issuer, the Company and the Initial Purchasers of such Initial Securities.

“Regulation S” means Regulation S under the Securities Act.

“Restricted Security” has the meaning assigned to “Restricted Security” in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Security constitutes a Restricted Security.

“Restricted Subsidiary” means any Guarantor other than the Company.

“Rule 144A” means Rule 144A under the Securities Act.

“SEC” means the Securities and Exchange Commission or any successor agency performing the duties now assigned to it under the TIA.

“Securities” means the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a single Series, issued under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Series” means a series of Securities established under this Indenture.

“Significant Subsidiary” means any Subsidiary (i) whose revenues exceed 10% of the Company’s total revenues, in each case for the most recent fiscal year, or (ii) whose net worth exceeds 10% of the Company’s total stockholders’ equity, in each case as of the end of the most recent fiscal year.

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“Subsidiary” means any Person of which the Company, at the time of determination by the Company, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.

“TIA” means the Trust Indenture Act of 1939, as in effect from time to time.

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor serving hereunder.

“Trust Officer” means the Chairman of the Board, the President, any Vice President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“United States” means the United States of America.

“U.S. government obligations” means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. government obligations or a specific payment of interest on or principal of any such U.S. government obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. government obligation or the specific payment of interest on or principal of the U.S. government obligation evidenced by such depositary receipt.

“Voting Stock” means any class or classes of capital stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency

Section 1.02 Other Definitions .


		Defined
Term		in Section
“Agent Members”		2.15
“Business Day”		12.07
“Custodian”		6.01
“Depository”		2.15
“Event of Default”		6.01
“Global Securities”		2.01(c)
“Legal Holiday”		12.07
“Outstanding Series”		6.01
“Paying Agent”		2.03

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		Defined
Term		in Section
“Physical Securities”		2.01(c)
“Private Placement Legend”		2.16
“Registrar”		2.03
“Required Filing Date”		4.05

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer, the Guarantors or any other obligor on the Securities of a Series or any Guarantees thereof.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular; and

(5) provisions apply to successive events and transactions.

ARTICLE TWO

THE SECURITIES

Section 2.01 Form and Dating.

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(a) The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be created by an Authorizing Resolution or a supplemental indenture that establishes the terms of the Series, which may include the following:

(1) the title of the Series;

(2) the aggregate principal amount (or any limit on the aggregate principal amount) of the Series and, if any Securities of a Series are to be issued at a discount from their face amount, the method of computing the accretion of such discount;

(3) the interest rate or method of calculation of the interest rate;

(4) the date from which interest will accrue;

(5) the Record Dates for interest payable on Securities of the Series;

(6) the dates when, places where and manner in which principal and interest are payable;

(7) the Registrar and Paying Agent;

(8) the terms of any mandatory (including any sinking fund requirements) or optional redemption by the Company;

(9) (the terms of any redemption at the option of Holders;

(10) the denominations in which Securities are issuable;

(11) whether Securities will be issued in registered or bearer form and the terms of any such forms of Securities;

(12) whether any Securities will be represented by a Global Security and the terms of any such Global Security;

(13) the currency or currencies (including any composite currency) in which principal or interest or both may be paid;

(14) if payments of principal or interest may be made in a currency other than that in which Securities are denominated, the manner for determining such payments;

(15) provisions for electronic issuance of Securities or issuance of Securities in uncertificated form;

(16) any Events of Default, covenants and/or defined terms in addition to or in lieu of those set forth in this Indenture;

(17) whether and upon what terms Securities may be defeased if different from the provisions set forth in this Indenture;

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(18) the form of the Securities, which, unless the Authorizing Resolution or supplemental indenture otherwise provides, shall be in the form of Exhibit A or Exhibit B;

(19) any terms that may be required by or advisable under applicable law;

(20) the percentage of the principal amount of the Securities which is payable if the maturity of the Securities is accelerated in the case of Securities issued at a discount from their face amount;

(21) whether any Securities will not have Guarantees;

(22) whether the Securities of such Series will be convertible into Common Stock of the Company and the terms thereof (including without limitation the conversion price, the conversion period and any other provision in addition to or in lieu of those set forth in this Indenture);

(23) whether the Securities of such Series and/or the Guarantees of such Series will be secured and, if applicable any provisions for securing all or a portion of any indebtedness evidenced by the Securities of such Series and/or the Guarantees of such Series; and

(24) any other terms in addition to or different from those contained in this Indenture.

All Securities of one Series need not be issued at the same time and, unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series pursuant to an Authorizing Resolution, an Officers’ Certificate of the Issuer or in any indenture supplemental hereto.

The creation and issuance of a Series and the authentication and delivery thereof are not subject to any conditions precedent.

(b) The Initial Securities and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The Exchange Securities, the Private Exchange Securities and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. If required, the Securities may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Security shall have an executed Guarantee from each of the Guarantors.

The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

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(c) Global Securities. The Securities offered and sold (1) in reliance on Rule 144A, (2) in reliance on Regulation S and (3) to a limited number of Institutional Accredited Investors in a transaction exempt from the registration requirements of the Securities Act shall be issued initially in the form of one or more permanent Global Securities (“Global Securities”) in definitive, fully registered form without interest coupons, in substantially the form of Exhibit A, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at the Trustee’s office in New York City, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company (and having an executed Guarantee in the manner set forth in Section 9.07) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.16. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee in the limited circumstances hereinafter provided.

Securities issued in exchange for interests in Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the “Physical Securities”).

Section 2.02 Execution and Authentication.

Two Officers shall sign the Securities for the Issuer by manual or facsimile signature. The Issuer’s seal shall be reproduced on the Securities. Each of the Guarantors shall execute the Guarantee in the manner set forth in Section 9.07.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid.

A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a written order of the Issuer signed by two Officers or by an Officer and an Assistant Treasurer of the Issuer. Each Security shall be dated the date of its authentication. In authenticating Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to the TIA) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent to the authentication and delivery of the Securities have been complied with and that the Securities have been duly executed and, when the Securities have been duly authenticated and delivered by the Trustee, will be duly issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is considered in a proceeding in equity or at law).

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Section 2.03 Registrar and Paying Agent.

The Issuer shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange or, if applicable, for conversion (“Registrar”), and an office or agency where Securities may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. Such office may be the same office as the Issuer’s office referred to in Section 12.02. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall promptly notify the Trustee in writing of the name and address of any such Agent and the Trustee shall have the right to inspect the Securities register at all reasonable times to obtain copies thereof, and the Trustee shall have the right to rely upon such register as to the names and addresses of the Holders and the principal amounts and certificate numbers thereof. If the Issuer fails to maintain a Registrar or Paying Agent or fails to give the foregoing notice, the Trustee shall act as such.

The Issuer initially appoints the Trustee as Registrar and Paying Agent.

Section 2.04 Paying Agent to Hold Money in Trust.

Each Paying Agent shall hold in trust for the benefit of Holders and the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities, and shall notify the Trustee of any Default by the Issuer in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall have no further liability for the money.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee on or before each interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.06 Transfer and Exchange.

Where a Security is presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of Section 8-401(1) of the New York Uniform Commercial Code are met. Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. The Registrar need not transfer or exchange any Security

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selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. Any transfer or exchange shall be without charge, except that the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange and any other expenses in connection therewith) except in the case of exchanges pursuant to Sections 2.09, 3.06, or 10.05 not involving any transfer.

Section 2.07 Replacement Securities.

If the Holder of a Security claims that the Security has been lost, destroyed, mutilated or wrongfully taken, the Issuer shall issue and, upon written request of any Officer of the Issuer, the Trustee shall authenticate a replacement Security, provided that in the case of a lost, destroyed or wrongfully taken Security, that the requirements of Section 8-405 of the New York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or wrongfully taken Security shall have matured or shall be about to mature, the Issuer may, instead of issuing a substitute Security therefor, pay such Security without requiring (except in the case of a mutilated Security) the surrender thereof. An indemnity bond must be sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced, including the acquisition of such Security by a protected purchaser. The Issuer may charge for its expenses in replacing a Security. Every replacement Security is an additional obligation of the Issuer and the Guarantors

Section 2.08 Outstanding Securities.

Securities outstanding at any time are all Securities authenticated by the Trustee except for those presented to it by the Issuer or its designee for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Issuer, the Guarantors or one of their Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser.

If the Paying Agent holds on a redemption date or maturity date money sufficient to pay Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.

If a Security is called for redemption or if it matures in less than six months and if the Issuer has satisfied its obligation to pay the Security, or if a Security has been converted in accordance with the provisions of Article Eleven, the Issuer and the Trustee need not treat the Security as outstanding in determining whether Holders of the required principal amount of Securities have concurred in any direction, waiver or consent.

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acceleration upon an Event of Default as of the date of such determination. When requested by the Trustee, the Issuer will advise the Trustee of such amount, showing its computations in reasonable detail.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.09 Temporary Securities.

Until definitive Securities are ready for delivery, the Issuer may prepare and execute, the Guarantors shall endorse the Guarantee thereon, and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and, upon surrender for cancellation of the temporary Security, the Issuer and the Guarantors shall execute and the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities authenticated and delivered hereunder.

Section 2.10 Cancellation.

The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange, conversion, redemption or payment. The Trustee and no one else shall cancel and destroy all Securities surrendered for registration or transfer, exchange, redemption, paying or cancellation. Unless the Authorizing Resolution so provides, the Issuer may not issue new Securities to replace Securities that it has previously paid or delivered to the Trustee for cancellation.

Section 2.11 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Securities, it shall pay the defaulted interest plus any interest payable on the defaulted interest (to the extent lawful), if an Event of Default has occurred and is continuing, to the Persons who are Holders on a subsequent special Record Date. The Issuer shall fix such special Record Date and a payment date. At least 15 days before such special Record Date, the Issuer shall mail to each Holder a notice that states the Record Date, the payment date and the amount of defaulted interest to be paid.

Section 2.12 Treasury Securities.

In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver, consent or notice, Securities owned by the Issuer, the Guarantors or any of their respective Affiliates shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so considered.

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Section 2.13 CUSIP Numbers.

The Issuer in issuing the Securities of any Series may use a “CUSIP” number, and if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders of such Securities; provided that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of any such CUSIP number printed in the notice or on such Securities, and that reliance may be placed only on the other identification numbers printed on such Securities. The Issuer shall promptly notify the Trustee of any change in any CUSIP number.

Section 2.14 Deposit of Moneys.

Prior to 11:00 a.m. New York City time on each interest payment date and maturity date with respect to each Series of Securities, the Issuer shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments due on such interest payment date or maturity date, as applicable, in a timely manner which permits the Paying Agent to remit payment to the Holders on such interest payment date or maturity date, as applicable.

Section 2.15 Book-Entry Provisions for Global Security.

(a) Any Global Security of a Series initially shall (i) be registered in the name of the depository who shall be identified in the Authorizing Resolution or supplemental indenture relating to such Securities (the “Depository”) or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear any required legends.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(b) Transfers of any Global Security shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depository. In addition, definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for the Global Security or, if at any time, the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depository is not appointed by the Issuer within 90 days of such notice or (ii) an Event of Default has occurred and is continuing or an event which, with the giving of notice or lapse of time, or both would constitute an Event of Default with respect to the Securities and the Registrar has received a request from the Depository to issue definitive Securities.

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(c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more definitive Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Issuer and the Guarantors shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount.

(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to paragraph (b), the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer and the Guarantors shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations.

(e) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such Series.

(f) Each Global Security shall also bear the following legend on the face thereof:

Unless and until it is exchanged in whole or in part for securities in definitive form, this security may not be transferred except as a whole by the depository to a nominee of the depository, or by any such nominee of the depository, or by the depository or nominee of such successor depository or any such nominee to a successor depository or a nominee of such successor depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to an issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Transfers of this global security shall be limited to transfers in whole, but not in part, to nominees of Cede & Co. or to a successor thereof or such successor’s nominee and transfers of portions of this global security shall be limited to transfers made in accordance with the restrictions set forth in Section 2.17 of the Indenture referred to herein.

Section 2.16 Restrictive Legends.

Each Global Security and Physical Security that constitutes a Restricted Security or is sold in compliance with Regulation S shall bear the following legend (the “Private Placement Legend”) on the face thereof until after the second anniversary of the later of the Issue Date and

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the last date on which the Company or any Affiliate was the owner of such Security (or any predecessor note) (or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder), or such longer period of time as may be required under the Securities Act or applicable state securities laws in the opinion of counsel for the Issuer, unless otherwise agreed by the Company and the Holder thereof:

This security has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other securities laws. Neither this security nor any interest or participation herein or therein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of such registration or unless such transaction is exempt from, or not subject to, the registration requirements of the Securities Act. By its acquisition hereof, the holder (1) represents that it is a “qualified institutional buyer” (as defined in Rule 144A (“Rule 144A”) under the Securities Act), (2) agrees not to offer, sell or otherwise transfer this note prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144 of the Securities Act) after the original issue date of the senior notes or (y) such later date, if any, as may be required by applicable law (the “resale restriction termination date”) except (a) to the Company or any of its subsidiaries (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the senior notes are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of a qualified institutional buyer, in each case to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) to a non-”U.S. person” in an “offshore transaction” (as such terms are defined in Regulation S under the Securities Act) in accordance with Regulation S under the Securities Act (as indicated by the box checked by the transferor on the certificate of transfer on the reverse of this security if this security is not in book-entry form), (e) to an institutional “accredited investor” (as defined in Rule 501 (a)(1), (2), (3) or (7) of the Securities Act (an “Institutional Accredited Investor”)) that, prior to such transfer, furnishes the trustee for the securities a signed letter containing certain representations and agreements (the form of which can be obtained from the trustee), or (f) pursuant to another available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control, and (3) agrees that it will give to each person to whom this note is transferred a notice substantially to the effect of this legend; provided that the Company, and the Trustee shall have the right prior to any such offer, sale or transfer pursuant to clause (f) to require the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. This legend will be removed upon the request of the holder after the resale restriction termination date.

In addition, the Global Security and any certificated notes sold to Qualified Institutional Buyers pursuant to Rule 144A will contain an additional legend substantially to the following effect:

Each purchaser of this security is hereby notified that the seller of this security may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Section 2.17 Special Transfer Provisions.

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(a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

(i) the Registrar shall register the transfer of any Security constituting a Restricted Security whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date) or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications required thereby or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; and

(ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Security, upon receipt by the Registrar of (x) the certificate, if any, required by paragraph (i) above and (y) written instructions given in accordance with the Depository’s and the Registrar’s procedures, whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Physical Securities) a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and (b) the Issuer shall execute, the Guarantors shall execute the Guarantee on, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount.

(b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

(i) the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

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(ii) if the proposed transferee is an Agent Member, and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred

(c) Private Placement Legend. Upon the transfer, exchange or replacement of Securities not bearing the Private Placement Legend, the Registrar shall deliver Securities that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Registrar shall deliver only Securities that bear the Private Placement Legend unless (i) the requested transfer is after the second anniversary of the Issue Date (provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time prior to or on the second anniversary of the Issue Date), or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(d) General. By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.06 or this Section. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during the Registrar’s normal business hours upon the giving of reasonable written notice to the Registrar.

(e) Transfers of Securities Held by Affiliates. Any certificate (i) evidencing a Security that has been transferred to an Affiliate of the Company within two years after the Issue Date, as evidenced by a notation on the Assignment Form for such transfer or in the representation letter delivered in respect thereof or (ii) evidencing a Security that has been acquired from an Affiliate (other than by an Affiliate) in a transaction or a chain of transactions not involving any public offering, shall, until two years after the last date on which either the Company or any Affiliate of the Company was an owner of such Security, in each case, bear a legend in substantially the form set forth in Section 2.16, unless otherwise agreed by the Issuer (with written notice thereof to the Trustee).

ARTICLE THREE

Redemption

Section 3.01 Notices to Trustee.

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Securities of a Series that are redeemable prior to maturity shall be redeemable in accordance with their terms and, unless the Authorizing Resolution or supplemental indenture provides otherwise, in accordance with this Article.

If the Issuer wants to redeem Securities pursuant to Paragraph 5 of the Securities, it shall notify the Trustee in writing of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice may be canceled at any time prior to notice of such redemption being mailed to Holders. Any such canceled notice shall be void and of no effect. If the Issuer wants to credit any Securities previously redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of the Securities, it shall notify the Trustee of the amount of the credit and it shall deliver any Securities not previously delivered to the Trustee for cancellation with such notice.

The Issuer shall give each notice provided for in this Section at least 10 days before the notice of any such redemption is to be mailed to Holders (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.02 Selection of Securities to be Redeemed.

If less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities to be redeemed, if the Securities of such Series are listed on a national securities exchange, in accordance with the rules of such exchange, or if the Securities of such Series are not so listed, on either a pro rata basis or by lot or by such method as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities outstanding and not previously called for redemption. Securities in denominations of $1,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.03 Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date, the Issuer shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) that interest on Securities called for redemption ceases to accrue on and after the redemption date;

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(6) that the Securities are being redeemed pursuant to the mandatory redemption or the optional redemption provisions, as applicable;

(7) in the event that any Security is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that on and after the redemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued; and

(8) if applicable, the current Conversion Price and the date on which the right to convert the Securities into Common Stock will expire.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price as set forth in the notice of redemption. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued interest to the redemption date.

Section 3.05 Deposit of Redemption Price.

On or before the redemption date, the Issuer or its designee shall deposit with the Paying Agent immediately available funds sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date.

Section 3.06 Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Issuer and the Guarantors shall execute and the Trustee shall authenticate for each Holder a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

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ARTICLE FOUR

Covenants

Section 4.01 Payment of Securities.

The Issuer shall pay the principal of and interest on Securities of a Series on the dates and in the manner provided in the Securities of the Series. An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay the installment.

The Issuer shall pay interest on overdue principal at the rate borne by the Series; it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain the office or agency required under Section 2.03. The Issuer shall give prior written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee.

Section 4.03 Compliance Certificate.

The Issuer and the Company each shall deliver to the Trustee within 120 days after the end of their respective fiscal years an Officers’ Certificate satisfying the requirements of TIA §3.14(a)(4) and stating whether or not the signers know of any Default by the Issuer in performing any of its obligations under this Indenture. If they do know of such a Default, the certificate shall describe the Default.

Section 4.04 Additional Guarantors.

If in accordance with the provisions of the Bank Credit Facilities the Company adds or causes to be added, any Subsidiary that was not a Guarantor at the time of execution of this Indenture as a guarantor under the Bank Credit Facilities, such Subsidiary shall contemporaneously become a Guarantor under this Indenture by (i) executing and delivering to the Trustee a supplemental indenture or an Authorizing Resolution in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company and this Indenture (as it relates to all such Series) on the terms set forth in this Indenture and (ii) delivering to the Trustee an Opinion of Counsel that such supplemental indenture or Authorizing Resolution has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture (as it relates to all such Series).

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Section 4.05 Reports.

(a) So long as the Securities are outstanding, whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall electronically file with the SEC, the annual reports, quarterly reports and other periodic reports that the Company would be required to file with the SEC pursuant to Section 13(a) or 15(d) if the Company were so subject, and such documents shall be filed with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which the Company would be required so to file such documents if the Company were so subject, unless, in any case, if such filings are not then permitted by the SEC.

(b) If such filings with the SEC are not then permitted by the SEC, or such filings are not generally available on the Internet free of charge, the Company shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the Securities, as their names and addresses appear in the Register, without cost to such Holders, and file with the Trustee copies of the annual reports, quarterly reports and other periodic reports that the Company would be required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Section 13(a) or 15(d), and promptly upon written request, supply copies of such documents to any prospective holder or beneficial owner at Company’s cost. Delivery, of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

(c) So long as any Securities remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act.

ARTICLE FIVE

Successor Corporation

Section 5.01 When the Issuer or the Guarantors May Merge, etc.

Neither the Issuer nor any Guarantor will consolidate with or merge with or into or sell, assign, transfer or lease all or substantially all of its assets to another Person unless entitled by law and unless:

(1) the resulting, surviving, receiving, or leasing Person is, in the case of (i) the Issuer or the Company, a corporation organized and existing under the laws of the United States of America or any state thereof or (ii) any Guarantor (other than the Company), a corporation or other legal entity organized and existing under the laws of the United States of America or any state thereof;

(2) such Person assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all the obligations of the Issuer or such Guarantor, as applicable, under

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the Securities or the Guarantee, as applicable, and the Indenture, and shall also expressly assume by an amendment or supplement executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of the Issuer’s and such Guarantors’, as applicable, covenants and other obligations under the Registration Rights Agreement; and

(3) immediately after giving effect to, and as a result of such consolidation, merger, sale, assignment, transfer or lease, no Default or Event of Default shall have occurred and be continuing; provided that this clause (3) will not restrict or be applicable to such consolidation, merger, sale, assignment, transfer or lease of a Guarantor with or into the Issuer, the Company or a Subsidiary that is, or concurrently with the completion of such consolidation, merger, sale, assignment, transfer or lease becomes, a Guarantor.

Upon any such consolidation, merger, sale, assignment or transfer (including any consolidation, merger, sale, assignment, transfer described in the proviso at the end of the immediately preceding sentence) the successor corporation or legal entity, as the case may be, will be substituted for the Issuer or such Guarantor, as applicable, under the Indenture. The successor Person may, as applicable, then exercise every power and right of the Issuer or such Guarantor, as applicable, under the Indenture, and the Issuer or such Guarantor, as applicable, will be released from all of its respective liabilities and obligations in respect of the Securities or the Guarantee, as applicable, and the Indenture. If the Issuer or any Guarantor leases all or substantially all of its assets, the lessee Person will be the successor to the Issuer or such Guarantor, as applicable, and may exercise every power and right of the Issuer or such Guarantor, as applicable, under the Indenture, but the Issuer or such Guarantor, as applicable, will not be released from its respective obligations to pay the principal and interest, if any, on the Securities.

The Issuer and the Company shall each deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture or Authorizing Resolutions comply with this Indenture.

To the extent that an Authorizing Resolution or a supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series

ARTICLE SIX

Defaults and Remedies

Section 6.01 Events of Default.

An “Event of Default” on a Series occurs if, voluntarily or involuntarily, whether by operation of law or otherwise, any of the following occurs:

(1) the failure by the Issuer or a Guarantor to pay interest on any Security of such Series when the same becomes due and payable and the continuance of any such failure for a period of 30 days;

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(2) the failure by the Issuer or a Guarantor to pay the principal of any Security of such Series when the same becomes due and payable at maturity, upon acceleration or otherwise;

(3) the failure by the Issuer, the Company or any Guarantor which is a Significant Subsidiary to comply with any of its agreements or covenants in, or provisions of, the Securities of such Series, the Guarantees (as they relate thereto) or this Indenture (as they relate thereto), other than a failure specifically dealt with elsewhere within this Indenture, and such failure continues for the period and after the notice specified below;

(4) any default under an instrument evidencing or securing any of Issuer’s Indebtedness or the Indebtedness of any Guarantor (other than Non-Recourse Indebtedness) aggregating $10,000,000 more in aggregate principal amount, resulting in the acceleration of such Indebtedness, or due to the failure to pay such Indebtedness at maturity, upon acceleration or otherwise;

(5) the occurrence of an acceleration of, or a significant modification of the terms (including without limitation the payment of more than an insignificant amount of fees to the holders thereof) of any [ ] (each of these series of notes being referred to below as an “Outstanding Series”), provided that on the date of such occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000);

(6) any Guarantee in respect of the Securities by the Company or a Guarantor that is a Significant Subsidiary shall for any reason cease to be, or be asserted in writing by the Company, such Guarantor or the Issuer, as applicable, not to be, in full force and effect and enforceable in accordance with its terms (other than by reason of the termination of the Indenture or the release or discharge of any such Guarantee in accordance with the terms of the Indenture); provided, however, that if the Company, such Guarantor or the Issuer, as applicable, asserts in writing that such Guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this paragraph if (i) such written assertion is accompanied by an Opinion of Counsel of each of the Issuer, the Company and such Guarantor to the effect that, as a matter of law, the defect or defects rendering such Guarantee unenforceable can be remedied within 10 days of the date of such assertion, (ii) each of the Issuer and the Company delivers an Officers’ Certificate to the effect that the Company, such Guarantor or the Issuer, as applicable, represents that such defect or defects shall be so remedied within such 10-day period, and (iii) such defect or defects are in fact so remedied within such 10-day period;

(7) the Issuer, the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

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(D) makes a general assignment for the benefit of its creditors; or

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Issuer, the Company or any Significant Subsidiary as debtor in an involuntary case,

(B) appoints a Custodian of the Issuer, the Company or any Significant Subsidiary or a Custodian for all or substantially all of the property of the Issuer, the Company or any Significant Subsidiary, or

and the order or decree remains unstayed and in effect for 90 days.

A Default as described in sub-clause (3) above will not be deemed an Event of Default until the Trustee notifies the Issuer and the Company, or the Holders of at least 25 percent in aggregate principal amount of the then outstanding Securities of the applicable Series notify the Issuer and the Company and the Trustee, of the Default and the Issuer, the Company or any Guarantor which is a Significant Subsidiary does not cure the Default within 60 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” If such a Default is cured within such time period, it ceases.

Any Event of Default that relates exclusively to a Guarantor other than the Company may be cured to the extent such Guarantor is released from its Guarantee pursuant to Section 9.03.

The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

Section 6.02 Acceleration.

If an Event of Default (other than an Event of Default with respect to the Issuer, the Company or any Significant Subsidiary resulting from sub-clauses (7) or (8) of Section 6.01), shall have occurred and be continuing under the Indenture, the Trustee by notice to the Issuer and the Company or the Holders or the Holders of at least 25 percent in principal amount of the Securities of the applicable Series then outstanding by notice to the Issuer, the Company and the Trustee, may declare all Securities of such Series and interest, if any, accrued thereon to be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable on the Securities of such Series and interest, if any, accrued thereon will be due and payable immediately. If an Event of Default with respect to the Issuer, the Company or any Significant Subsidiary specified in sub-clauses (7) or (8) of Section 6.01 occurs, all amounts due and payable on the Securities of such Series will ipso facto become and be immediately due and

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payable without any declaration, notice or other act on the part of the Trustee, the Issuer, the Company or any Holder. Holders of a majority in principal amount of the then outstanding Securities of such Series may rescind an acceleration with respect to such Series and its consequence (except an acceleration due to nonpayment of principal or interest on the Securities of such Series) if the rescission would not conflict with any judgment or decree and if all past Events of Default have been cured or waived.

No such rescission shall extend to or shall affect any subsequent Event of Default, or shall impair any right or power consequent thereon.

Section 6.03 Other Remedies.

If an Event of Default on a Series occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Series or to enforce the performance of any provision in the Securities or this Indenture applicable to the Series.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.04 Waiver of Past Defaults.

Subject to Section 10.02, the Holders of a majority in principal amount of the outstanding Securities of a Series on behalf of all the Holders of the Series by notice to the Trustee may waive a past Default on such Series and its consequences. When a Default is waived, it is cured and stops continuing, and any Event of Default arising therefrom shall be deemed to have been cured; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

The Holders of a majority in principal amount of the outstanding Securities of a Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such Series. The Trustee, however, may refuse to follow any direction (i) that conflicts with law or this Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly prejudicial to the rights of other Holders, or (iii) that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

A Holder of a Series may not pursue any remedy with respect to this Indenture or the Series unless:

(1) the Holder gives to the Trustee written notice of a continuing Event of Default on the Series;

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(2) the Holders of at least 25% in aggregate principal amount of the outstanding Securities of the Series make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) no written request inconsistent with such written request shall have been given to the Trustee during such 60-day period by Holders of a majority of the aggregate principal amount of the outstanding Securities of the Series.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer, any Guarantor or any other obligor on the Securities for the whole amount of principal and interest remaining unpaid

Section 6.09 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, the Company (or any other obligor upon the Securities, including the other Guarantors) its creditors or its property, and unless prohibited by applicable law or regulation, may vote on behalf of the Holders in any election of a Custodian, and shall be entitled and empowered to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder or to authorize the Trustee to vote in respect of the claim of any Holder except as aforesaid for the election of the Custodian.

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Section 6.10 Priorities.

If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.07;

Second: to Holders of the Series for amounts due and unpaid on the Series for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Series for principal and interest, respectively; and

Third: to the Issuer or the Guarantors as their interests may appear.

The Trustee may fix a Record Date and payment date for any payment to Holders pursuant to this Section.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having the due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Series.

ARTICLE SEVEN

Trustee

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall, subject to Section 6.02, exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee, however, shall examine the certificates and opinions to determine

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whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of mathematical calculations or other facts or matters stated therein.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b) of this Section.

(2) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 or any other direction of the Holders permitted hereunder.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

Section 7.02 Rights of Trustee.

Subject to Section 7.01:

(a) The Trustee may rely and shall be protected in acting or refraining from acting on any document, resolution, certificate, instrument, report, or direction believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, resolution, certificate, instrument, report, or direction.

(b) Before the Trustee acts or refrains from acting, it may require from each of the Issuer and the Company an Officers’ Certificate or an Opinion of Counsel or both, which shall conform to Sections 12.04 and 12.05 hereof and containing such other statements as the Trustee reasonably deems necessary to perform its duties hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate, Opinion of Counsel or any other direction of the Issuer permitted hereunder.

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(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(e) The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(g) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working in the Trustee’s corporate trust office has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee at its address specified in Section 12.02 hereof and such notice references the Securities and the Guarantees generally, the Issuer, the Guarantors or this Indenture.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, must comply with Sections 7.10 and 7.11.

Section 7.04 Trustee’s Disclaimer.

The Trustee makes no representation as to the validity or adequacy of this Indenture, the Securities or of any prospectus or offering memorandum used to sell the Securities; it shall not be accountable for the Issuer’s use of the proceeds from the Securities; it shall not be accountable for any money paid to the Issuer, or upon the Issuer’s direction, if made under and in accordance with any provision of this Indenture; it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee; and it shall not be responsible for any statement of the Issuer in this Indenture or in the Securities other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default on a Series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder of the Series notice of the Default (which shall specify any uncured Default known to it) within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on a Series, the Trustee may withhold the notice if and so long as the executive or any trust committee of the Trustee and/or responsible officers of the Trustee in good faith determine(s) that withholding the notice is in the interests of Holders of the Series.

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Section 7.06 Reports by Trustee to Holders.

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA §313(a) (but if no event described in TIA §313(a)(2) has occurred within the twelve months preceding the reporting date no report need be transmitted). The Trustee also shall comply with TIA §313(b) and §313(c).

A copy of each report at the time of its mailing to Holders shall be delivered to the Issuer and filed by the Trustee with the SEC and each national securities exchange on which the Securities are listed. The Issuer and the Company agree to notify the Trustee of each national securities exchange on which the Securities are listed.

Section 7.07 Compensation and Indemnity.

The Issuer and the Company shall pay to the Trustee or predecessor trustee from time to time reasonable compensation for their respective services subject to any written agreement between the Trustee and the Issuer and the Company. The Issuer and the Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Issuer and the Company shall indemnify the Trustee and each predecessor trustee, its officers, directors, employees and agents and hold it harmless against any loss, liability or expense incurred or made by or on behalf of it in connection with the administration of this Indenture or the trust hereunder and its duties hereunder including the costs and expenses of defending itself against or investigating any claim in the premises. The Trustee shall notify the Issuer and the Company promptly of any claim for which it may seek indemnity. The Issuer and the Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s, or its officers’, directors’, employees’ or agents’ negligence or bad faith.

To ensure the payment of obligations by the Issuer and the Company pursuant to this Section, the Trustee shall have a claim prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01 or in connection with Article Six hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to constitute expenses of administration under any bankruptcy law.

Section 7.08 Replacement of Trustee.

The Trustee may resign by so notifying the Issuer and the Company. The Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the Trustee to be removed in writing and may appoint a successor trustee with the Issuer’s consent. Such resignation or removal shall not take effect until the appointment by the Holders or the Issuer as hereinafter provided of a successor trustee and the acceptance of such appointment by such successor trustee. The Issuer may or the Company may cause the Issuer to

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remove the Trustee and any Holder may petition any court of competent jurisdiction for the removal of the Trustee if:

(1) the Trustee fails to comply with Section 7.10 after written request by the Issuer or any bona fide Holder who has been a Holder for at least six months;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor trustee. If a successor trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or any Holder may or the Company may cause the Issuer to petition any court of competent jurisdiction for the appointment of a successor trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Issuer and the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee (subject to the prior claim provided by Section 9.07). Any resignation or removal of the Trustee and any appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. The successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges with or into or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor trustee.

Section 7.10 Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1). The Trustee shall have a combined capital and surplus of at least $15,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA §310(b). Section 7.11. Preferential Collection of Claims Against the Issuer. The Trustee shall comply with TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE EIGHT

DISCHARGE OF INDENTURE

Section 8.01 Defeasance upon Deposit of Moneys or U.S. Government Obligations.

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(a) The Issuer may, at its option and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the outstanding Securities of any Series upon compliance with the applicable conditions set forth in paragraph (d).

(b) Upon the Issuer’s exercise under paragraph (a) of the option applicable to this paragraph (b), the Issuer and the Guarantors shall be deemed to have been released and discharged from their respective obligations with respect to the outstanding Securities of a Series on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of a Series, which shall thereafter be deemed to be “outstanding” only for the purposes of the Sections and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned, except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii) obligations listed in Section 8.02, subject to compliance with this Section. The Issuer may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to such Securities.

(c) Upon the Issuer’s exercise under paragraph (a) of the option applicable to this paragraph (c), the Issuer and the Guarantors shall be released and discharged from the obligations under any covenant contained in Article Five, Section 4.04 and any other covenant contained in the Authorizing Resolution or supplemental indenture relating to such Series to the extent provided for therein, on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of such Series shall thereafter be deemed to be not “outstanding” for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of a Series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3), but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.

(d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities of the applicable Series:

(1) The Issuer shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, money in U.S. dollars or U.S. government obligations or a combination thereof which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest on, and any mandatory sinking fund payments in respect of the outstanding Securities of such

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Series on the stated maturity of the payments, in accordance with the terms of this Indenture and such Securities; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Issuer instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. government obligations to said payments with respect to the Securities of such Series to maturity;

(2) No Default or Event of Default and no event which, with notice or lapse of time, would become an Event of Default shall have occurred and be continuing on the date of such deposit;

(3) Such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which the Issuer, the Company or any of the Subsidiaries is a party or by which it or any of their property is bound;

(4) (i) In the event the Issuer elects paragraph (b) hereof, the Issuer shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date pertaining to such Series, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, or (ii) in the event the Issuer elects paragraph (c) hereof, the Issuer shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that, in the case of clauses (i) and (ii), Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(5) The Issuer shall have delivered to the Trustee an Officers’ Certificate, stating that the deposit under clause (1) was not made by the Issuer with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;

(6) The Issuer shall have delivered to the Trustee an Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that, (A) the trust funds will not be subject to the rights of Holders of Indebtedness of the Issuer other than the Securities of such Series and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of Securities of such Series is an insider of the Issuer, after the 91st day following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and

(7) The Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section have been complied with. In the event all or any portion of the Securities of a Series are to be redeemed through such irrevocable trust, the Issuer

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must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Issuer.

(e) In addition to the Issuer’s rights above under this Section, the Issuer may terminate all of its obligations under this Indenture with respect to a Series, and the obligations of the Guarantors shall terminate with respect to such Series (subject to Section 8.02), when:

(1) All Securities of such Series theretofore authenticated and delivered (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for that purpose an amount of money sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of and interest;

(2) The Issuer has paid or caused to be paid all other sums payable hereunder by the Company;

(3) The Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or redemption, as applicable; and

(4) The Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with.

Section 8.02 Survival of the Issuer’s Obligations.

Notwithstanding the satisfaction and discharge of the Indenture under Section 8.01, the Issuer’s obligations in paragraph 9 of the Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall survive until the Securities of an applicable Series are no longer outstanding. Thereafter, the Issuer’s obligations in paragraph 9 of the Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such Series).

Section 8.03 Application of Trust Money.

The Trustee shall hold in trust money or U.S. government obligations deposited with it pursuant to Section 8.01. It shall apply the deposited money and the money from U.S. government obligations in accordance with this Indenture to the payment of principal of and interest on the Securities of the defeased Series.

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Section 8.04 Repayment to the Issuer.

The Trustee and the Paying Agent shall promptly pay to the Issuer upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders entitled to the money must look to the Issuer or any Guarantor for payment as general creditors unless applicable abandoned property law designates another Person and all liability of the Trustee or such Paying Agent with respect to such money shall cease.

Section 8.05 Reinstatement.

If the Trustee is unable to apply any money or U.S. government obligations in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and each Guarantor’s obligations under this Indenture and the Securities relating to the Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee is permitted to apply all such money or U.S. government obligations in accordance with Section 8.01; provided, however, that (a) if the Issuer has made any payment of interest on or principal of any Securities of the Series because of the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. government obligations held by the Trustee and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee shall return all such money or U.S. government obligations to the Issuer promptly after receiving a written request therefor at any time, if such reinstatement of the Issuer’s obligations has occurred and continues to be in effect.

ARTICLE NINE

Guarantees

Section 9.01 Unconditional Guarantees.

Subject to any other provisions set forth in the Authorizing Resolution or supplemental indenture relating to a particular Series, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior basis (each such guarantee to be referred to herein as the “Guarantee”) to each Holder of Securities of such Series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns irrespective of the validity and enforceability of this Indenture, that: (i) the principal of and interest on the Securities of such Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Securities of such Series and all other obligations of the Issuer to the

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Holders or the Trustee hereunder or thereunder, except obligations to pay principal and interest on any other Series not so guaranteed, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities of such Series or of any such other obligations, the same will be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 9.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of such Series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such Series with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that, subject to Section 9.03, this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities of the applicable Series, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Section 9.02 Severability.

In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 9.03 Release of a Guarantor.

(a) Any Guarantor other than the Company may be released from its Guarantee so long as (1) no Default or Event of Default exists or would result from release of such Guarantee, (2) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company’s Consolidated Net Worth as of the end of the Company’s most recent fiscal quarter, (3) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a Default) of the Company’s Consolidated Net Worth as of the end of the Company’s most recent fiscal quarter, (4) such release would not have a material adverse effect on the homebuilding business of the

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Company and its Subsidiaries and (5) the Guarantor is released from its guaranty(ees) under the Bank Credit Facilities; provided, that if such Guarantor subsequently provides a guarantee of the Bank Credit Facilities, it shall comply with Section 4.04. If there are no guarantors under the Bank Credit Facilities, Guarantors under this Indenture, other than the Company, will be released from their Guarantees.

(b) Unless the Company elects otherwise, a Subsidiary that is a Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under this Article Nine upon the delivery of an Officer’s Certificate from each of the Issuer and the Company to the Trustee that the terms and conditions of Section 9.03 have been satisfied and an Opinion of Counsel of the Issuer and the Company to the Trustee that such release under the Bank Credit Facility is effective, without any further action required on the part of the Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Issuer and the Company. The Company and any Guarantor not released in accordance with this Section shall remain liable for the full amount of principal of and interest on the Securities as provided in this Article Nine.

Section 9.04 Limitation of a Guarantor’s Liability.

Each Guarantor and each Holder hereby confirms that it is the intention of all such parties that the guarantee by the Guarantors pursuant to their Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Guarantors (other than the Company) and the Holders hereby irrevocably agree that the obligations of such Guarantors under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantors and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 9.06, result in the obligations of such Guarantors under the Guarantee not constituting such fraudulent transfer or conveyance.

Section 9.05 Contribution.

In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Issuer’s obligations with respect to any Securities or any other Guarantor’s obligations with respect to the Guarantee. “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any other Guarantor in respect of the obligations of its Guarantee), but excluding liabilities under the Guarantee, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability

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of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any other Guarantor in respect of the obligations of such Guarantor under its Guarantee), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured. This Section 9.05 shall be for the benefit of the Issuer, the Company and the Guarantors and does not inure to the benefit of and may not be relied upon by any third party beneficiaries.

Section 9.06 Waiver of Subrogation.

Until all guaranteed obligations under this Indenture and with respect to all Securities of an applicable Series are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under the Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Securities of the applicable Series against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Securities of the applicable Series shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Securities of the applicable Series, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Securities of the applicable Series, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section is knowingly made in contemplation of such benefits.

Section 9.07 Execution of Guarantee.

To evidence their guarantee to the Holders set forth in this Article Nine, the Guarantors hereby agree to execute the Guarantee in substantially the form included in Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Security ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such Officer who shall have signed the Guarantee shall cease to be such Officer before the Security on which such Guarantee is endorsed shall have been

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authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such Officer of the Company or the other Guarantor.

ARTICLE TEN

Amendments, Supplements and Waivers

Section 10.01 Without Consent of Holders.

The Issuer and the Trustee may modify or amend provisions of this Indenture, the Guarantees or the Securities of a Series without notice to or consent of any Holder of such Series:

(1) to evidence the succession of another Person to the Issuer or any Guarantor under the Indenture and the Securities or the Guarantee, respectively;

(2) to add to Article Four covenants of the Issuer or the covenants of the Guarantors for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantors by this Indenture;

(3) to add Events of Default for the benefit of the Holders;

(4) to change or eliminate any provision of the Indenture, provided that any such change or elimination shall become effective only when there are no outstanding Securities;

(5) to secure any Securities or Guarantee under the Indenture;

(6) to establish the form or terms of the Securities or Guarantee of any Series;

(7) to add Guarantors;

(8) to provide for the acceptance of appointment by a successor Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee;

(9) to close this Indenture to authentication and delivery of additional Series of Securities;

(10) to supplement any provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Securities, provided that such action shall not adversely affect the rights of Holders;

(11) to remove a Guarantor in respect of any Series which, in accordance with the terms of this Indenture applicable to the particular Series, ceases to be liable in respect of its Guarantee;

(12) to cure any ambiguity, omission, defect or inconsistency in this Indenture, provided that such action does not adversely affect the interests of Holders;

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(13) to provide that specific provisions of this Indenture shall not apply to a Series not previously issued;

(14) to provide for uncertificated Securities in addition to or in place of certificated Securities; and

(15) to make any other change that does not adversely affect the interests of Holders.

After an amendment under this Section becomes effective, the Company shall mail notice of such amendment to the Holders.

Section 10.02 With Consent of Holders.

The Issuer and the Trustee, with the written consent of the Holders of at least a majority of the principal amount of the outstanding Securities of each such Series affected by the amendment, may execute supplemental indentures adding any provisions to, or changing or eliminating any of the provisions of this Indenture or modifying the rights of the Holders of such Securities, except that no such supplemental indenture may, without the consent of the Holders of each outstanding Security affected by the supplemental indenture, among other things:

(1) change the final maturity of the Securities, or reduce the rate or extend the time of payment of interest, on the Securities, or reduce the principal amount of the Securities, or impair the right to institute suit for payment of the Securities;

(2) reduce the percentage of Securities, the consent of the Holders of which is required for any such supplemental indenture, for any waiver of compliance with Sections 6.04, 6.07 or this Section 10.02, a past Default or Event of Default in the payment of the principal of or interest on any Security and their consequences provided in this Indenture, or any other covenant or provision;

(3) modify any of the provisions regarding the modification of this Indenture, waivers of a past Default or Event of Default in the payment of the principal of or interest on any Security or waivers of Sections 6.04, 6.07 or this Section, except to increase any percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby;

(4) alter the provisions (including related definitions) with respect to redemption of Securities pursuant to Article Three hereof or with respect to any obligations on the part of the Issuer to offer to purchase or to redeem Securities of a Series pursuant to the Authorizing Resolution or supplemental indenture pertaining to such Series;

(5) modify the ranking or priority of the Securities of any Series or the Guarantee thereof in a manner adverse to the Holders; or

(6) make any Security payable at a place or in money other than that stated in the Security.

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Subject to the following sentence, the Holders of a majority in principal amount of the outstanding Securities of any Series may, on behalf of the Holders of all such Securities of such Series, waive any past default under this Indenture relating to such Series without notice to any Holder. Without the consent of the Holder of a Securities affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, shall not be able to effect any of the actions contemplated by clauses (1) — (6) of this Section. Each such Series shall vote as a separate class.

An amendment of a provision included solely for the benefit of one or more Series does not affect the interests of Holders of any other Series.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplement, but it shall be sufficient if such consent approves the substance thereof.

Section 10.03 Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

Section 10.04 Revocation and Effect of Consents.

A consent to an amendment, supplement or waiver by a Holder shall bind the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. Subject to the following paragraph, any such Holder or subsequent Holder, however, may revoke the consent as to his Security or portion of a Security. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.

The Company may, but shall not be obligated to, fix a Record Date for the purpose of determining the Holders of Securities of any Series entitled to consent to any amendment, supplement or waiver, which Record Date shall be at least 10 days prior to the first solicitation of such consent. If a Record Date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such Record Date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such Record Date. No such consent shall be valid or effective for more than 90 days after such Record Date.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (6) of Section 10.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

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Section 10.05 Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security or a Guarantee, the Issuer may or the Company may cause the Issuer to require the Holder of the Security or the Guarantor, as applicable, to deliver such Security or Guarantee to the Trustee, at which time the Trustee shall place an appropriate notation on the Security or Guarantee, as applicable, about the changed terms and return it to the Holder. Alternatively, if the Trustee or the Issuer so determines or the Company causes the Issuer to so determine, the Issuer in exchange for the Security or Guarantee, as applicable, shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.

Section 10.06 Trustee to Sign Amendments, etc.

Subject to Section 7.02(b), the Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Issuer in accordance with its terms.

ARTICLE ELEVEN

Conversion of Securities

Section 11.01 Applicability of Article.

Securities of any Series which are convertible into Common Stock at the option of the Holder shall be convertible in accordance with their terms and unless the Authorizing Resolution provides otherwise, in accordance with this Article. Each reference in this Article Eleven to “a Security” or “the Securities” refers to the Securities of the particular Series that is convertible into Common Stock. If more than one Series of Securities with conversion privileges are outstanding at any time, the provisions of this Article Eleven shall be applied separately to each such Series.

Section 11.02 Conversion Privilege.

Subject to and upon compliance with the provisions of this Article Eleven, the Holder of any Security so designated shall have the right, at its, his or her option, at any time prior to the close of business on the date specified in the Securities of such Series (or if such Security or portion thereof is called for redemption prior to such date, then in respect of such Security or portion thereof to and including but not after the close of business on the second day (or, if such day is not a Business Day, then on the next following Business Day) preceding the date fixed for such redemption) to convert the principal amount of any such Security, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of the Company’s Common Stock (calculated as to each conversion to the nearest 1/100th of a share) obtained by dividing the principal amount of the Security or

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portion thereof to be converted by the Conversion Price and by surrender of the Security so to be converted in whole or in part, such surrender to be made in the manner provided in Section 11.03. Notwithstanding the previous sentence, if the Issuer shall fail to redeem a Security which has been called for redemption, the Holder of such Security shall retain the right to convert such Security as provided in this Article Eleven.

Section 11.03 Manner of Exercise of Conversion Privilege.

In order to exercise a conversion privilege, the Holder of any Security to be converted in whole or in part shall surrender such Security at any of the offices or agencies to be maintained for such purpose by the Issuer pursuant to Section 2.01, and shall give notice to the Issuer and the Company in the form provided in the Security, duly executed, at such office or agency that the Holder elects to convert such Security or the portion thereof specified in said notice. Such notice shall also state the name or names, together with the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Each Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or its, his or her duly authorized attorney. Securities so surrendered during the period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of business on such Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that, if the Issuer shall default on the payment of said interest, said funds shall be returnable to the payor thereof. As promptly as practicable after the surrender of such Security, as aforesaid, the Company shall issue and shall deliver at such office or agency to such Holder, or on its, his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article Eleven and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section 11.04. In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, the Issuer and the Company shall execute and the Trustee shall authenticate and deliver to or upon the order of the Holder of the Security so surrendered, at the expense of the Issuer, a new Security or Securities and Guarantee or Guarantees in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such Security shall have been surrendered and such notice received by the Issuer and the Company as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time and such conversion shall be at the Conversion Price in effect at such time, unless the stock transfer books of the Company shall be closed on that date, in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Security shall have been surrendered and

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such notice received by the Issuer and the Company. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Record Date preceding an Interest Payment Date, no payment or adjustment shall be made on conversion for interest accrued on the Securities surrendered for conversion or for dividends on the Common Stock delivered on such conversion.

Section 11.04 Payment in Lieu of Fractional Shares.

No fractional shares of Common Stock shall be issued upon conversion of the Securities. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of any Security or Securities, the Issuer and/or the Company shall make an adjustment therefor to the nearest 1/100th of a share in cash at the Current Market Price thereof at the close of business on the Business Day next preceding the day of conversion. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities, or specified portions thereof to be converted, so surrendered.

Section 11.05 Adjustment of Conversion Price.

The Conversion Price shall be adjusted from time to time as follows:

(a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of Capital Stock of the Company, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other Capital Stock of the Company which it, he or she would have owned immediately following such action had such Security been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after the Record Date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock or shares of Common Stock and other Capital Stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a statement filed with the Trustee and with the Registrar) shall determine in an equitable manner the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock or shares of Common Stock and other Capital Stock.

(b) In case the Company shall hereafter issue rights or warrants to holders of its outstanding shares of Common Stock generally entitling them (for a period expiring within 45 days after the Record Date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of the Common Stock on the Record Date mentioned below, the Conversion Price of the shares of Common Stock shall be

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adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall become effective immediately after the Record Date for the determination of shareholders entitled to receive such rights or warrants.

(c) In case the Company shall hereafter distribute to holders of its outstanding Common Stock generally evidences of its indebtedness or assets (excluding any cash dividend paid from retained earnings of the Company and dividends or distributions payable in stock for which adjustment is made pursuant to subsection (a) of this Section 11.05) or rights or warrants to subscribe to securities of the Company (excluding those referred to in subsection (b) of this Section 11.05), then in each such case the Conversion Price of the shares of Common Stock shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the Record Date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and shall be described in a statement filed with the Trustee and with the Registrar) of the portion of the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such Current Market Price per share of Common Stock. Such adjustment shall become effective immediately after the Record Date for the determination of shareholders entitled to receive such distribution.

(d) In any case in which this Section 11.05 shall require that an adjustment be made immediately following a Record Date, the Company may elect to defer (but only until five Business Days following the filing by the Issuer with the Trustee and the Registrar of the certificate of independent public accountants described in subsection (f) of this Section 11.05) issuing to the Holder of any Security converted after such Record Date the shares of Common Stock issuable upon such conversion over and above the shares of Common Stock issuable upon such conversion on the basis of the Conversion Price prior to adjustment.

(e) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of such price; provided, however, that any adjustments which by reason of this subsection (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided further that adjustment shall be required and made in accordance with the provisions of this Article Eleven (other than this subsection (e)), not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Securities or Common Stock. All calculations under this Section 11.05 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 11.05 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by this Section 11.05, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights to purchase stock or

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securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.

(f) Whenever the Conversion Price is adjusted as herein provided, (i) the Issuer and the Company shall promptly file with the Trustee and the Registrar a certificate of a firm of independent public accountants setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the manner of computing the same, which certificate shall be conclusive evidence of the correctness of such adjustment and (ii) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be given by the Issuer and the Company to the Holders in the manner provided in Section 12.02. Subject to TIA Section 315(a), (c) and (d), the Trustee and any conversion agent shall be under no duty or responsibility with respect to any such certificate or the certificate provided for in Section 11.10 except to exhibit the same from time to time to any Holder of a Security desiring an inspection of such certificate.

(g) In the event that at any time as a result of an adjustment made pursuant to subsection (a) of this Section 11.05, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Security shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Article Eleven.

Section 11.06 Notice of Certain Corporate Action.

In the event:

(a) the Company shall take any action which would require an adjustment in the Conversion Price pursuant to Section 11.05(c); or

(b) the Company shall authorize the granting to the holders of its Common Stock (as a class) of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights; or

(c) there shall be any capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock), or any consolidation or merger to which the Company is a party or any statutory exchange of securities with another corporation and for which approval of any shareholders of the Company is required, or any sale or transfer of all or substantially all of the assets of the Company; or

(d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then the Issuer and the Company shall cause to be filed with the Trustee and the Registrar, and shall cause to be given to the Holders, in the manner provided in Section 12.02, at least 14 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such distribution or rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such distribution or rights are to be determined, or (ii) the date on which such reorganization,

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reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in subsection (a), (b), (c) or (d) of this Section 11.06.

Section 11.07 Company to Provide Stock.

The Company covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of Securities, the full number of shares of Common Stock deliverable upon the conversion of all outstanding Securities not theretofore converted. For purposes of this Section 11.07, the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding Securities shall be computed as if at the time of computation all outstanding Securities were held by a single Holder.

Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversions of the Securities, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price.

The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of Securities prior to such delivery upon each national securities exchange, if any, upon which the outstanding Common Stock is listed at the time of such delivery.

Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Securities, the Company will endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

Section 11.08 Taxes on Conversions.

The Issuer and/or the Company will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversions of Securities pursuant hereto; provided, however, that neither the Issuer nor the Company shall be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the Holder of the Securities to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Issuer and/or the Company the amount of any such tax or has established, to the satisfaction of the Issuer and the Company, that such tax has been paid.

Section 11.09 Covenant as to Stock.

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The Company covenants that all shares of Common Stock which may be delivered upon conversions of Securities will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights.

Section 11.10 Consolidation or Merger.

Notwithstanding any other provision herein to the contrary, in case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there shall be no adjustments under Section 11.05 but the Holder of each Security then outstanding shall have the right thereafter to convert such Security into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had such Security been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article Eleven with respect to the rights and interests thereafter of the Holders of the Securities, to the end that the provisions set forth in this Article Eleven shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Securities. Any such adjustment shall be made by and set forth in a supplemental indenture executed by the Issuer, the Company and the Trustee and approved by a firm of independent public accountants, evidenced by a certificate to that effect; and any adjustment so approved shall for all purposes hereof conclusively be deemed to be an appropriate adjustment.

The above provisions of this Section 11.10 shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

The Issuer shall give notice of the execution of such a supplemental indenture to the Holders of Securities in the manner provided in Section 12.02 within 30 days after the execution thereof.

The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in such supplemental indenture relating either to the kind or amount of shares of stock or securities or property receivable by Holders upon the conversion of their Securities after any such consolidation, merger, statutory exchange, sale or conveyance, or to any adjustment to be made with respect thereto.

Section 11.11 Disclaimer of Responsibility for Certain Matters.

Neither the Trustee nor the Registrar shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any

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supplemental indenture provided to be employed, in making the same. Neither the Trustee nor the Registrar shall be accountable with respect to the listing or registration referred to in Section 11.07 or the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor the Registrar makes any representation with respect thereto. Neither the Trustee nor the Registrar shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or, subject to TIA Section 315(a), (c) and (d), to comply with any of the covenants contained in this Article Eleven.

ARTICLE TWELVE

Miscellaneous

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA or the TIA as amended after the date hereof, the required provision shall control.

Section 12.02 Notices.

Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in Person or mailed by first class mail, postage prepaid, addressed as follows:

if to the Issuer or any Guarantor:

[         ]
[         ]
[         ]
Attention: [         ]

with a copy to

[         ]
[         ]
[         ]

if to the Trustee:

[         ]
[         ]
[         ]
Attention:

The Issuer, any Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

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All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address set forth on the records of the Registrar under this Indenture or (ii) if to the Issuer, the Guarantors or the Trustee, initially at the address set forth in this Section 12.02 thereafter at such other address, notice of which is given in accordance with the provisions of this Section 12.02.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in this Section 12.02. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided in this Section, it is duly given, whether or not the addressee receives it, except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee.

Section 12.03 Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1) an Officers’ Certificate (which shall include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel (which shall include the statements set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with and that any such section does not conflict with the terms of the Indenture.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

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(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar or Paying Agent may make reasonable rules for its functions.

Section 12.07 Legal Holidays.

A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which banking institutions in New York, New York are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. A Business Day is any day other than a Legal Holiday.

Section 12.08 Governing Law.

The laws of the State of New York shall govern this Indenture, the Securities of each Series and the Guarantees.

Section 12.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer, the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10 No Recourse Against Others.

All liability described in paragraph 13 of the Initial Securities or paragraph 12 of the Exchange Securities and the Private Exchange Securities of any director, officer, employee or stockholder, as such, of the Issuer is waived and released.

Section 12.11 Successors and Assigns.

All covenants and agreements of the Issuer or the Guarantors in this Indenture and the Securities shall bind their respective successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns.

Section 12.12 Duplicate Originals.

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The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.13 Severability.

In case any one or more of the provisions contained in this Indenture or in the Securities of a Series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities.

Section 12.14 Counterparts.

This Indenture may be executed in any number of counterparts, all of which shall together constitute one and the same instrument. This Indenture shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

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SIGNATURES

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


		[ ], as Issuer

		By:

				Name: [ ] Title: [ ]

		[ ], as a Guarantor

		By:

				Name: [ ]
				Title: [ ]

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[ ] ,
as Trustee


By:

		Name: [ ] Title: [ ]

S-1

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SCHEDULE A

Exhibit A


No.		CUSIP No.:

[Title of Security]

[ ]
a [ ] corporation


promises to pay to

or registered assigns the principal sum of		[Dollars] ¹ on

[Title of Security]
Interest Payment Dates:	and
Record Dates:	and


Authenticated:	Dated:


		[ ]

		[Seal]

		By

			Title:

		By

			Title:

[ ] , as Trustee, certifies that this is one of the Securities referred to in the within mentioned Indenture.


By:

		Authorized Signatory


¹		Or other currency. Insert corresponding provisions on reverse side of Security in respect of foreign currency denomination or interest payment requirement.

[ ]

[Title of Security], Series A

1. Interest.

[ ] (the “Issuer”), a [ ] corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer will pay interest semiannually on __________and __________of each year, commencing on __________, until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from __________, 20 , provided that, if there is no existing Default in the payment of interest and if this Security is authenticated between a Record Date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment.

The Issuer will pay interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders of record on such special Record Date as may be fixed by the Issuer) to the Persons who are registered Holders of Securities at the close of business on the [Insert Record Dates] (capitalized terms not defined herein have the meanings given to those terms in the Indenture). Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar.

Initially, [ ] (the “Trustee”) will act as Paying Agent and Registrar. The Issuer may change or appoint any Paying Agent, Registrar or co-Registrar without notice. [ ] (the “Company”) or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar.

4. Indenture.

The Issuer issued the Securities under an Indenture dated as of [ ] (“Indenture”), among the Issuer, the Company, the other Guarantors and the Trustee. The terms of the Securities and the Guarantee include those stated in the Indenture (including those terms set forth in the Authorizing Resolution or supplemental indenture pertaining to the Securities of the Series of which this Security is a part) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date of the Indenture. The Securities and the Guarantee are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and the applicable Authorizing Resolutions or supplemental indenture. Requests

may be made to: [ ] , c/o [ ], [ ] , Attention: Chief Financial Officer.

5. Optional Redemption. ²

If redeemed during the twelve-month period commencing on __________ and ending on __________in each of the following years Percentage

[Insert provisions relating to redemption at option of Holders, if any]

If less than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed, if the Securities are listed on a national securities exchange, in accordance with the rules of such exchange, or if the Securities are not so listed, on either a pro rata basis or by lot or by such method as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities outstanding and not previously called for redemption. Securities in denominations of $1,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Securities are to be redeemed at the registered address of such Holder. On and after the redemption dates interest ceases to accrue on the Securities or portions thereof called for redemption, provided that if the Issuer shall default in the payment of such Securities at the redemption price together with accrued interest, interest shall continue to accrue at the rate borne by the Securities.

6. Mandatory Redemption. ³

The Issuer shall redeem __________% of the aggregate principal amount of Securities originally issued under the Indenture on each of __________, which redemptions are calculated to retire __________% of the Securities originally issued prior to maturity. Such redemptions shall be made at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date. The Issuer may reduce the principal amount of Securities to be redeemed pursuant to this Paragraph 6 by the principal amount of any Securities previously redeemed, retired or acquired, otherwise than pursuant to this Paragraph 6, that the Issuer has delivered to the Trustee for cancellation and not previously credited to the Issuer’s obligations under this Paragraph 6. Each such Security shall be received and credited for such purpose by the Trustee at the redemption price and the amount of such mandatory redemption payment shall be reduced accordingly.


²		If applicable.

³		If applicable.

7. Registration Rights Agreement.

The Holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of [__________], among the Issuer, the Company and the Initial Purchasers named therein (as such may be amended from time to time, the “Registration Rights Agreement”). Capitalized terms used in this Section but not defined herein have the meanings assigned to them in the Registration Rights Agreement. If (i) within [___] days after the Issue Date, the Exchange Offer Registration Statement has not been filed with the Commission; (ii) within [___]days after the Issue Date, the Exchange Offer Registration Statement has not been declared effective; (iii) within [___] days after Exchange Offer Registration Statement has been declared effective, the Exchange Offer has not been consummated; (iv) within the latter of [___] days after the Issue Date or the [___]the day after obligation of the Issuer and the Company to file the Shelf Registration Statement arises, the Shelf Registration Statement has not been filed; (v) within [___] days after the Issue Date(or [___] days after request by any Initial Purchaser) the Shelf Registration Statement has not been declared effective; (vi) after the Shelf Registration Statement has been declared effective the Issuer and the Company fail to keep the Shelf Registration Statement continuously effective for a period of two years (subject to the exceptions set forth in the Registration Rights Agreement) in connection with resales of Securities, the Exchange Securities or the Private Exchange Securities in accordance with and during the periods specified in Sections [2] and [3] of the Registration Rights Agreement and (vii) the effective Exchange Securities Registration Statement ceases to be effective or usable for the periods specified in the Registration Rights Agreement (each such event referred to in clauses (i) through (vii), a “Registration Default”), additional interest (“Additional Interest”) will accrue on the Securities, the Exchange Securities and the Private Exchange Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate equal to 0.25% per annum of the aggregate principal amount of the Securities during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, but in no event shall such Additional Interest exceed 0.[___]% per annum.

8. Denominations, Transfer, Exchange.

The Securities are in registered form only without coupons in denominations of $1,000 ⁴ and integral multiples of $1,000. A Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed.


⁴		If applicable. Insert different or additional denominations and multiples.

9. Persons Deemed Owners.

The registered Holder of this Security shall be treated as the owner of it for all purposes.

10. Unclaimed Money.

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Issuer at its request. After that, Holders entitled to the money must look to the Issuer for payment unless an abandoned property law designates another Person.

11. Amendment, Supplement, Waiver.

Subject to certain exceptions, the Indenture, the Guarantee or the Securities may be amended or supplemented by the Issuer with the consent of the Holders of at least a majority in principal amount of the outstanding Securities and any past default or compliance with any provision relating to the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the outstanding Securities. Without the consent of any Holder, the Issuer may amend or supplement the Indenture, the Guarantee or the Securities to cure any ambiguity, omission, defect or inconsistency, (provided such action does not adversely affect the rights of the Holders), to evidence the succession of another Person to the Issuer or any Guarantor, to add covenants of the Issuer or of the Guarantors under Article Four of the Indenture for the benefit of the Holders or to surrender rights or powers conferred upon the Issuer or the Guarantors by the Indenture, to add Events of Default for the benefit of the Holders, to change or eliminate any provisions of the Indenture, (provided such change or elimination shall become effective only when none of the Securities are outstanding), to add Guarantors, to provide for the acceptance of appointment by a successor Trustee or facilitate the administration of the trusts under the Indenture by more than one Trustee, to close the Indenture as to authentication and delivery of additional Securities, to supplement Indenture provisions to permit or facilitate defeasance and discharge of the Securities, (provided such action does not adversely affect the rights of the Holders), to provide that specific Indenture provisions shall not apply to an unissued Series of Securities, to provide for uncertificated Securities in addition to or in place of certificated Securities, to create a Series and establish its terms, to remove a Guarantor, other than the Company, which, in accordance with the terms of the Indenture, ceases to be liable in respect of the Guarantee, or to make any other change, (provided such action does not adversely affect the rights of any Holder).

12. Trustee Dealings With Company.

[ ] , the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

13. No Recourse Against Others.

accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

14. Discharge of Indenture.

The Indenture contains certain provisions pertaining to defeasance, which provisions shall for all purposes have the same effect as if set forth herein.

15. Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

16. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

ASSIGNMENT FORM


If you the Holder want to assign this Security, fill in the form below: I or we assign and transfer this Security to

(Insert assignee’s social security or tax ID number)

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.


Date:_________		Your signature: (Sign exactly as your name appears on the other side of this Security)

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of this Security occurring prior to the date which is the earlier of (i) the date of the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering resales of this Security (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) two years from the Issue Date, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer:

[Check One]

(1) ___ to the Company or a subsidiary thereof; or

(2) ___ pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or

(3) ___ to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or

(4) ___ outside the United States to a “foreign person” in compliance with Rule 904 of Regulation S under the Securities Act of 1933, as amended; or

(5) ___ pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended; or

(6) ___ pursuant to an effective registration statement under the Securities Act of 1933, as amended; or

(7) ___ pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Security is not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an “Affiliate”):

|_| The transferee is an Affiliate of the Company.

Unless one of the items is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if item (3), (4), (5) or (7) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Securities, in their sole discretion, such written legal opinions, certifications (including an investment letter in the case of box (3) or (7)) and other information as the Trustee or the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended.

If none of the foregoing items are checked, the Trustee or Registrar shall not be obligated to register this Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.14 of the Indenture shall have been satisfied.


Dated:		Signed:
		(Sign exactly as name appears on the other side of this Security)


Signature Guarantee:

		(SIGNATURE MUST BE GUARANTEED)

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such

information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.


Dated:

			NOTICE: To be executed by an executive officer

[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

GUARANTEE

The Guarantors listed on Schedule I, attached hereto (the “Guarantors”), have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of the principal of and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, partner, member, officer, director, manager, general partner, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such Person’s status as stockholder, partner, member, officer, director, manager, general partner, employee or incorporator. Each holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantee. Each holder of a Security by accepting a Security agrees that any Guarantor other than [ ] (the “Company”) shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.


		[ ]

		By:

		Title:


		THE GUARANTORS LISTED ON SCHEDULE I, ATTACHED HERETO
		By:

		Title:

Exhibit B



No.		CUSIP No.:

[Title of Security]

[ ]
a [ ] corporation


promises to pay to

or registered assigns
the principal sum of		[Dollars] ⁵ on

[Title of Security]
Interest Payment Dates:	and
Record Dates:	and

Authenticated:	Dated:


		[ ]

		[Seal]

		By

			Title:

		By

			Title:

[ ] , as Trustee, certifies that this is one of the Securities referred to in the within mentioned Indenture.


By:

		Authorized Signatory


⁵		Or other currency. Insert corresponding provisions on reverse side of Security in respect of foreign currency denomination or interest payment requirement.

[ ]

[Title of Security]

1. Interest.

[ ] (the “Issuer”), a [ ] corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer will pay interest semiannually on __________and __________of each year, commencing on __________until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from __________, 20 , provided that, if there is no existing Default in the payment of interest and if this Security is authenticated between a Record Date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment.

The Issuer will pay interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders of record on such special Record Date as may be fixed by the Issuer) to the Persons who are registered Holders of Securities at the close of business on the [Insert Record Dates] immediately preceding the interest payment date (capitalized terms not defined herein have the meanings given to those terms in the Indenture). Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar.

4. Indenture.

The Issuer issued the Securities under an Indenture dated as of [ ] (“Indenture”), among the Issuer, the Company , the other Guarantors and the Trustee. This Security is either one of the duly authorized Exchange Securities or one of the duly authorized Private Exchange Securities, as the case may be, of the Issuer designated as its [ ]% Senior Notes due [ ] (the “Exchange Securities” and the “Private Exchange Securities”, respectively). The terms of the Securities and the Guarantee include those stated in the B-2 Indenture (including those terms set forth in the Authorizing Resolution or supplemental indenture pertaining to the Securities of the Series of which this Security is a part) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date of the Indenture. The Securities and the Guarantee are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. The Issuer will furnish to any Holder upon

written request and without charge a copy of the Indenture and the applicable Authorizing Resolution or supplemental indenture. Requests may be made to: [ ] , c/o [ ] , [ ] , Attention: Chief Financial Officer.

5. Optional Redemption. ⁶

The Issuer may redeem the Securities at any time on or after __________, __________, in whole or in part, at the following redemption prices (expressed as a percentage of their principal amount) together with interest accrued and unpaid to the date fixed for redemption: If redeemed during the twelve-month period commencing on __________ and ending on __________ in each of the following years Percentage [Insert provisions relating to redemption at option of Holders, if any] If less than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed, if the Securities are listed on a national securities exchange, in accordance with the rules of such exchange, or if the Securities are not so listed, on either a pro rata basis or by lot or by such method as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities outstanding and not previously called for redemption. Securities in denominations of $1,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Securities are to be redeemed at the registered address of such Holder. On and after the redemption dates interest ceases to accrue on the Securities or portions thereof called for redemption, provided that if the Issuer shall default in the payment of such Securities at the redemption price together with accrued interest, interest shall continue to accrue at the rate borne by the Securities.

6. Mandatory Redemption. ⁷

The Issuer shall redeem ___ % of the aggregate principal amount of Securities originally issued under the Indenture on each of __________, which redemptions are calculated to retire ___% of the Securities originally issued prior to maturity. Such redemptions shall be made at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date. The Issuer may reduce the principal amount of Securities to be redeemed pursuant to this Paragraph 6 by the principal amount of any Securities previously redeemed, retired or acquired, otherwise than pursuant to this Paragraph 6, that the Issuer has delivered to the Trustee for cancellation and not previously credited to the Issuer’s obligations under this Paragraph 6. Each such Security shall be received and credited for such purpose by the Trustee at the redemption price and the amount of such mandatory redemption payment shall be reduced accordingly.

7. Denominations, Transfer, Exchange.


⁶		If applicable.

⁷		If applicable.

The Securities are in registered form only without coupons in denominations of $1,000 ⁸ and integral multiples of $1,000. A Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. 8. Persons Deemed Owners. The registered Holder of this Security shall be treated as the owner of it for all purposes.

9. Unclaimed Money.

10. Amendment, Supplement, Waiver.


⁸		If applicable. Insert different or additional denominations and multiples.

11. Trustee Dealings With Company.

12. No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

13. Discharge of Indenture.

The Indenture contains certain provisions pertaining to defeasance, which provisions shall for all purposes have the same effect as if set forth herein.

14. Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

15. Abbreviations.

ASSIGNMENT FORM


If you the Holder want to assign this Security, fill in the form below: I or we assign and transfer this Security to

(Insert assignee’s social security or tax ID number)

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.


Date:		Your signature: (Sign exactly as your name appears on the other side of this Security)

SIGNATURE GUARANTEE

[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

GUARANTEE

The Guarantors listed on Schedule I, attached hereto (the “Guarantors”), have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of the principal of and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, partner, member, officer, director, manager, general partner, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such Person’s status as stockholder, partner, member, officer, director, manager, general partner, employee or incorporator. Each holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantee. Each holder of a Security by accepting a Security agrees that any Guarantor other than [ ] (the “Company”) the Company named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms

of the Indenture. B-8 The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.


		[__________]

		By:

		Title:


		THE GUARANTORS LISTED ON SCHEDULE I, ATTACHED HERETO
		By:

		Title:

Exhibit C

Form of Certificate To Be Delivered in
Connection with Transfers to Non-QIB Accredited Investors

[Date]

[ Trustee ]
[Address]

Ladies and Gentlemen:

In connection with our proposed purchase of [Name of Security] (the “Securities”) of [ ] , a Delaware corporation (the “Issuer”), we confirm that:

1. We have received a copy of the Offering Memorandum (the “Offering Memorandum”), dated [ ___] , relating to the Securities and such other information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agreed to the matters stated in the section entitled “Notice to Investors” of such Offering Memorandum.

2. We understand that any subsequent transfer of the Securities is subject to certain restrictions and conditions set forth in the Indenture relating to the Securities (the “Indenture”) as described in the Offering Memorandum and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state securities laws.

3. We understand that the offer and sale of the Securities have not been registered under the Securities Act, and that the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Securities, we will do so only (i) to the Issuer, the Company or any subsidiary of the Company thereof, (ii) inside the United States in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act), (iii) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Securities (the form of which letter can be obtained from the Trustee), (iv) outside the United States in accordance with Rule 904 of Regulation S promulgated under C-1 the Securities Act to non-U.S. persons, (v) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (vi) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Securities from us a notice advising such purchaser that resales of the Securities are restricted as stated herein.

4. We understand that, on any proposed resale of any Securities, we will be required to furnish to the Trustee and the Issuer such certification, legal opinions and other information as the Trustee and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Securities purchased by us will bear a legend to the foregoing effect.

5. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or their investment, as applicable.

6. We are acquiring the Securities purchased by us for our account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You, the Issuer, the Trustee and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


		Very truly yours,

		[Name of Transferee]

		By:

				Name:
				Title:

Exhibit D

Form of Certificate To Be Delivered
in Connection with Transfers
Pursuant to Regulation S [Date] [Trustee][Address]

Re: [ ] (the “Issuer”) [Name of Security] (the “Securities”)

Ladies and Gentlemen:

In connection with our proposed sale of $ [_________] aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1) the offer of the Securities was not made to a person in the United States;

(2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903 or Rule 904 of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised the transferee of the transfer restrictions applicable to the Securities.

You, the Issuer and counsel for the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.


		Very truly yours,

		[Name of Transferor]

		By:

				Authorized Signature

EXHIBIT 4.11

[ ], as Issuer

[ ], as Guarantor

Debt Securities

Indenture

Dated as of [ ]

[ ],

as Trustee

CROSS-REFERENCE TABLE


TIA		Indenture
Section		Section

310(a)(1)		9.10
(a)(2)		9.10
(a)(3)		N.A.
(a)(4)		N.A.
(b)		9.08; 9.10; 13.02
(c)		N.A.
311(a)		9.11
(b)		9.11
(c)		N.A.
312(a)		2.07
(b)		13.03
(c)		13.03
313(a)		9.06
(b)(1)		N.A.
(b)(2)		9.06
(c)		9.06; 13.02
(d)		9.06
314(a)		4.03; 13.02
(b)		N.A.
(c)(1)		13.04
(c)(2)		13.04
(c)(3)		N.A.
(d)		N.A.
(e)		13.05
(f)		N.A.
315(a)		9.01(b)
(b)		9.05; 13.02
(c)		9.01(a)
(d)		9.01(c)
(e)		8.11
316(a)(last sentence)		13.06
(a)(1)(A)		8.05
(a)(1)(B)		8.04
(a)(2)		N.A.
(b)		8.07


TIA		Indenture
Section		Section

317(a)(1)		8.08
(a)(2)		8.09
(b)		2.06
318(a)		13.01

N.A. means Not Applicable.

Note: This cross-reference table shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions			1
Section 1.02 Incorporation by Reference of Trust Indenture Act			5
Section 1.03 Incorporation by Reference of Provisions of Securities			5
Section 1.04 Rules of Construction			5

ARTICLE 2 THE SECURITIES

Section 2.01 Forms Generally			6
Section 2.02 Form of Trustee’s Certificate of Authentication			6
Section 2.03 Amount Unlimited, Issuable in Series			6
Section 2.04 Execution and Authentication			8
Section 2.05 Registrar and Paying Agent			8
Section 2.06 Paying Agent To Hold Money in Trust			9
Section 2.07 Securityholder Lists			9
Section 2.08 Transfer and Exchange			9
Section 2.09 Replacement Securities			10
Section 2.10 Outstanding Securities			10
Section 2.11 Temporary Securities			10
Section 2.12 Cancellation			11
Section 2.13 Defaulted Interest			11
Section 2.14 Global Securities			11

ARTICLE 3 REDEMPTION

Section 3.01 Notices to Trustee			11
Section 3.02 Selection of Securities To Be Redeemed			12
Section 3.03 Notice of Redemption			12
Section 3.04 Effect of Notice of Redemption			13
Section 3.05 Deposit of Redemption Price			13
Section 3.06 Securities Redeemed in Part			13

ARTICLE 4 COVENANTS

Section 4.01 Payment of Securities			13
Section 4.02 SEC Reports			13
Section 4.03 Compliance Certificate			14

ARTICLE 5 SUCCESSOR CORPORATION

- i -


Section 5.01 When the Company and the Guarantor May Merge, Etc			14

ARTICLE 6 SUBORDINATION

Section 6.01 Agreement to Subordinate			14
Section 6.02 Company Not To Make Payments with Respect to Securities in Certain Circumstances			14
Section 6.03 Securities Subordinated to Prior Payment of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the Company			15
Section 6.04 Securityholders To Be Subrogated to Rights of Holders of Senior Indebtedness of the Company			16
Section 6.05 Obligation of the Company Unconditional			16
Section 6.06 Knowledge of Trustee			17
Section 6.07 Application by Trustee of Monies Deposited With It			17
Section 6.08 Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness of the Company			17
Section 6.09 Securityholders Authorize Trustee To Effectuate Subordination of Securities			18
Section 6.10 Right of Trustee To Hold Senior Indebtedness of the Company			18
Section 6.11 Article Six Not To Prevent Events of Default			18

ARTICLE 7 GUARANTEE

Section 7.01 Guarantee			18
Section 7.02 Agreement To Subordinate			19
Section 7.03 Guarantor Not To Make Payments with Respect to Securities in Certain Circumstances			20
Section 7.04 Guarantee Subordinated to Prior Payment of All Senior Indebtedness of the Guarantor on Dissolution, Liquidation or Reorganization of the Guarantor			20
Section 7.05 Securityholders To Be Subrogated to Rights of Holders of Senior Indebtedness of the Guarantor			22
Section 7.06 Obligation of the Guarantor Unconditional			22
Section 7.07 Knowledge of Trustee			22
Section 7.08 Application by Trustee of Monies Deposited With It			23
Section 7.09 Subordination Rights Not Impaired by Acts or Omissions of Guarantor or Holders of Senior Indebtedness of the Guarantor			23
Section 7.10 Securityholders Authorize Trustee To Effectuate Subordination of Guarantee			23
Section 7.11 Right of Trustee To Hold Senior Indebtedness of the Guarantor			23
Section 7.12 Article 7 Not To Prevent Events of Default			24
Section 7.13 Execution and Delivery of Guarantee			24
Section 7.14 Subordination of Indebtedness Owed by the Company to the Guarantor			24
Section 7.15 Officers’ Certificate			24

ARTICLE 8 DEFAULTS AND REMEDIES

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Section 8.01 Events of Default			24
Section 8.02 Acceleration			26
Section 8.03 Other Remedies			27
Section 8.04 Waiver of Past Defaults			27
Section 8.05 Control by Majority			27
Section 8.06 Limitation on Suits			27
Section 8.07 Rights of Holders To Receive Payment			28
Section 8.08 Collection Suit by Trustee			28
Section 8.09 Trustee May File Proofs of Claim			28
Section 8.10 Priorities			28
Section 8.11 Undertaking for Costs			28

ARTICLE 9 TRUSTEE

Section 9.01 Duties of Trustee			29
Section 9.02 Rights of Trustee			30
Section 9.03 Individual Rights of Trustee			30
Section 9.04 Trustee Disclaimer			30
Section 9.05 Notice of Defaults			30
Section 9.06 Reports by Trustee to Holders			30
Section 9.07 Compensation and Indemnity			31
Section 9.08 Replacement of Trustee			31
Section 9.09 Successor Trustee by Merger, etc.			32
Section 9.10 Eligibility; Disqualification			32
Section 9.11 Preferential Collection of Claims Against Company			32

ARTICLE 10 CONVERSION OF SECURITIES

Section 10.01 Applicability of Article			32
Section 10.02 Conversion Privilege			32
Section 10.03 Manner of Exercise of Conversion Privilege			33
Section 10.04 Payment in Lieu of Fractional Shares			34
Section 10.05 Adjustment of Conversion Price			34
Section 10.06 Notice of Certain Corporate Action			36
Section 10.07 Guarantor to Provide Stock			37
Section 10.08 Taxes on Conversions			37
Section 10.09 Covenant as to Stock			37
Section 10.10 Consolidation or Merger			38
Section 10.11 Disclaimer of Responsibility for Certain Matters			38

ARTICLE 11 DISCHARGE OF INDENTURE

Section 11.01 Termination of the Company’s and the Guarantor’s Obligations			39
Section 11.02 Application of Trust Money			39

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Section 11.03 Repayment to Company			39

ARTICLE 12 AMENDMENTS, SUPPLEMENT AND WAIVERS

Section 12.01 Without Consent of Holders			40
Section 12.02 With Consent of Holders			40
Section 12.03 Compliance with Trust Indenture Act			41
Section 12.04 Revocation and Effect of Consents			41
Section 12.05 Notation on or Exchange of Securities			41
Section 12.06 Trustee to Sign Amendments, etc.			41

ARTICLE 13 MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls			41
Section 13.02 Notices			42
Section 13.03 Communication by Holders with Other Holders			42
Section 13.04 Certificate and Opinion as to Conditions Precedent			42
Section 13.05 Statements Required in Certificate or Opinion			43
Section 13.06 When Treasury Securities Disregarded			43
Section 13.07 Rules by Trustee, Paying Agent, Registrar			43
Section 13.08 Legal Holidays			43
Section 13.09 Governing Law			43
Section 13.10 No Adverse Interpretation of Other Agreements			43
Section 13.11 No Recourse Against Others			44
Section 13.12 Successors			44
Section 13.13 Duplicate Originals			44
Section 13.14 Counterparts			44

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INDENTURE dated as of [ ] among [ ] , a [ ] corporation (the “Company”), [ ] , a [ ] corporation (the “Guarantor”), and [ ], a [ ] (the “Trustee”).

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its bonds, debentures, notes and/or other evidences of indebtedness (herein called the “Securities”), which may be senior secured, senior unsecured, senior subordinated or subordinated, to be issued in one or more series as in this Indenture provided.

The Guarantor has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unconditional guarantee of the Securities (herein called the “Guarantee”), which may be senior secured, senior unsecured, senior subordinated or subordinated, as in this Indenture provided.

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Securities or of each series thereof as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions .

“Acceleration Notice” has the meaning provided in Section 8.02.

“Affiliate” has the meaning provided in Rule 405 promulgated under the Securities Act of 1933, as amended and in effect on the date hereof.

“Authorizing Resolution” means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board delegation authorizing a Series of Securities. An Authorizing Resolution shall be so adopted by both the Company and the Guarantor.

“Bankruptcy Law” has the meaning provided in Section 8.01.

“Board of Directors” means the Board of Directors of the Company or the Guarantor, as the case may be, or any authorized committee of the Board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Business Day” means a day that is not a Legal Holiday.

“Capital Stock” means the classes of capital stock of a Person as they exist on the date of this Indenture or as they may be constituted from time to time and warrants, options and similar rights to acquire such capital stock.

“Common Stock” means the Common Stock ($.01 par value) of the Guarantor as the same exists at the date of this Indenture as originally executed or as such stock may be constituted from time to time.

“Company” means the party named as such in this Indenture until a successor replaces it and thereafter means the successor or any other obligor on the Securities. “Company” shall also mean the Guarantor in the event the Company fails to perform those duties required by Sections 312 through 317 of the TIA.

“Consolidated Net Worth” of any Person means the consolidated stockholders’ equity of such Person, as determined in accordance with generally accepted accounting principles.

“Conversion Price” means the initial conversion price of Securities of a Series specified in the Authorizing Resolution establishing the terms of such Series Security, as adjusted in accordance with the provisions of Article 10.

“Current Market Price” for any relevant date means, (a) except for purposes of Section 10.04, the average of the last reported sale prices of the Common Stock for the 30 consecutive Business Days commencing 45 Business Days before the day in question and (b) for purposes of Section 10.04 only, the last reported sale price of the Common Stock, in either such case as reported on the composite tape, or similar reporting system, for issues listed on the New York Stock Exchange (or if the Common Stock is not then listed on that exchange, for issues listed on such other national securities exchange upon which the Common Stock is listed as may be designated by the Board of Directors for the purposes hereof) or, if there is no such reported sale on the day or days in question, on the basis of the average of the closing bid and asked quotations as so reported, or, if the Common Stock is not listed on any national securities exchange, on the basis of the average of the high bid and low asked quotations on the day or days in question in the over-the-counter market as reported by the National Association of Securities Dealers’ Automated Quotations System, or if not so quoted, as reported by National Quotation Bureau, Incorporated, or any similar organization, or if not so reported as determined in good faith by the Board.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Senior Debt of the Company” means any single issue of indebtedness of the Company constituting Senior Indebtedness of the Company which at the time of determination has an aggregate principal amount outstanding of at least $25,000,000 and is specifically designated in the instrument or instruments creating, governing or evidencing such Senior Indebtedness of the Company as “Designated Senior Debt of [ ] ” (it being understood that the Company’s guarantee of the Revolving Credit Agreement shall be considered a single issue of indebtedness of the Company for purposes of this definition).

“Designated Senior Debt of the Guarantor” means any single issue of indebtedness of the Guarantor constituting Senior Indebtedness of the Guarantor which at the time of determination has an aggregate principal amount outstanding of at least $25,000,000 and is specifically designated in the instrument or instruments creating, governing or evidencing such Senior

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Indebtedness of the Guarantor as “Designated Senior Debt of [ ] ” (it being understood that the Guarantor’s guarantee of the Revolving Credit Agreement shall be considered a single issue of indebtedness of the Guarantor for purposes of this definition).

“Exchange Act” means the Securities Exchange Act of 1934, as amended. “Event of Default” has the meaning provided in Section 8.01. “Guarantee” has the meaning provided in Section 7.01.

“Guarantor” means the party named as such in this Indenture until a successor replaces it and thereafter means the successor.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Interest Payment Date,” when used with respect to any installment of interest payable on the Securities, has the meaning provided in Section 1 of the Securities.

“Legal Holiday” has the meaning provided in Section 13.08.

“Non-Recourse Indebtedness” means indebtedness or other obligations secured by a lien on property to the extent that the liability for such indebtedness or other obligations is limited to the security of the property without liability on the part of the Guarantor or any Subsidiary (other than the Subsidiary which holds title to such property) for any deficiency.

“Non-Recourse Judgment” means a judgment in respect of indebtedness or other obligations secured by a lien on property to the extent that the liability for (i) such indebtedness or other obligations and (ii) such judgment is limited to such property without liability on the part of the Guarantor or any Subsidiary (other than the Subsidiary which holds title to such property) for any deficiency.

“Officer” means the Chairman of the Board, the President, any Vice President, the Chief Accounting Officer, the Controller, the Treasurer or the Secretary of the Company or the Guarantor, as the case may be.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President or any Vice President, and by the Chief Accounting Officer, the Controller, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be. See Sections 13.04 and 13.05.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be counsel to, but not an employee of, the Company or the Guarantor. See Sections 13.04 and 13.05.

“Original Issue Discount Security” means any Security which provides that an amount less than its principal amount is due and payable upon acceleration after an Event of Default.

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“Paying Agent” has the meaning provided in Section 2.05.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“Principal” of a debt security means the principal of the security plus the premium, if any, on the security.

“Record Date” for the interest payable on any Interest Payment Date on the Securities has the meaning provided in Section 1 of the Securities.

“Registrar” has the meaning provided in Section 2.05.

“Restricted Subsidiary,” if applicable, has the meaning provided in the Authorizing Resolution.

“Revolving Credit Agreement” means the Credit Agreement dated as of [ ] among [ ] , as the same may be amended from time to time.

“SEC” means the Securities and Exchange Commission.

“Securities” means the securities as amended or supplemented from time to time that are authenticated and issued under this Indenture.

“Senior Indebtedness of the Company,” if applicable, has the meaning provided in the Authorizing Resolution.

“Senior Indebtedness of the Guarantor,” if applicable, has the meaning provided in the Authorizing Resolution.

“Series” means a series of Securities or the Securities of a Series. “Special Record Date” has the meaning provided in Section 2.13.

“Subsidiary” means any corporation of which at least a majority in interest of the outstanding stock having by the terms thereof voting power under ordinary circumstances to elect a majority of the directors of such corporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, is at the time, directly or indirectly, owned or controlled by the Guarantor.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and as it may be amended from time to time.

“Trustee” means the party named as such in this Indenture until a successor replaces it and thereafter means the successor.

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“Trust Officer” when used with respect to the Trustee means any officer within the Corporate Trust Department (or any successor group) of the Trustee, including any Vice President, Assistant Vice President, Trust Officer or any other officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Section 1.02 Incorporation by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“commission” means the SEC.

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder or Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor on the indenture securities” means the Company, the Guarantor or any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them.

Section 1.03 Incorporation by Reference of Provisions of Securities . Whenever this Indenture refers to a provision of the Securities, the provision is incorporated by reference in and made a part of this Indenture.

Section 1.04 Rules of Construction . Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles at the time of the relevant computation;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular; and

(5) provisions apply to successive events and transactions.

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ARTICLE 2
THE SECURITIES

Section 2.01 Forms Generally . The Securities and the Guarantee, respectively, of each series shall be in such forms (including global form) as shall be established by or pursuant to an Authorizing Resolution or in one or more supplemental indentures hereto, in each case with such appropriate provisions as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depositary therefor or as may, consistent herewith, be determined appropriate by the Officers executing such Securities, as evidenced by their execution thereof. If the form of any series of Securities is established by action taken pursuant to an Authorizing Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of a written order of the Company signed by two Officers or an Officer and an Assistant Treasurer of the Company for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, provided that such method is permitted by the rules of any securities exchange on which such Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

The terms and provisions in the Securities shall constitute, and are hereby expressly made, a part of this Indenture.

Section 2.02 Form of Trustee’s Certificate of Authentication . The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series designated herein referred to in the within mentioned Indenture.

Section 2.03 Amount Unlimited, Issuable in Series . The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be created by an Authorizing Resolution or a supplemental indenture that establishes the terms of the Series, which may include the following:

(1) the title of the Series;

(2) any limit upon the aggregate principal amount of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of other Securities which, pursuant to Sections 2.08, 2.09, 2.11 or 10.05 and except for any Securities which, pursuant to Section 2.04, are deemed never to have been authenticated and delivered hereunder);

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(3) the interest rate or method of calculation of the interest rate;

(4) the date from which interest will accrue;

(5) the Record Dates for interest payable on Securities of the Series;

(6) the dates when, places where and manner in which principal and interest are payable;

(7) the Registrar and Paying Agent;

(8) the terms of any mandatory or optional redemption by the Company;

(9) the terms of any redemption at the option of Holders;

(10) the denominations in which Securities are issuable;

(11) whether Securities will be issued in registered or bearer form and the terms of any such forms of Securities;

(12) whether any Securities will be represented by a global Security and the terms of any such global Security;

(13) the currencies (including any composite currency) in which principal or interest or both may be paid;

(14) if payments of principal or interest may be made in a currency other than that in which Securities are denominated, the manner for determining such payments;

(15) provisions for electronic issuance of Securities or issuance of Securities in uncertificated form;

(16) any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture;

(17) whether and upon what terms Securities may be defeased;

(18) the respective forms of the Securities and the Guarantees;

(19) whether the Securities of such Series will be convertible into Common Stock of the Guarantor and the terms thereof (including without limitation the Conversion Price, the conversion period and any other provision in addition to or in lieu of those set forth in this Indenture);

(20) whether the Securities and Guarantees of such Series shall be subordinated to any obligations of the Company or the Guarantor, and the obligations to which such subordination will apply;

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(21) whether the Securities of such Series and/or the Guarantees of such Series will be secured and, if applicable, any provisions for securing all or any portion of the indebtedness evidenced by the Securities of such Series and/or the Guarantees of such Series;

(22) any terms that may be required by or advisable under applicable law; and

(23) any other terms not inconsistent with this Indenture.

The creation and issuance of a Series and the authentication and delivery thereof are not subject to any conditions precedent.

Section 2.04 Execution and Authentication . Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company’s seal shall be reproduced on the Securities. Two Officers of the Guarantor shall sign the notation of the Guarantee by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

The Trustee shall authenticate Securities for original issue upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company. Each Security shall be dated the date of its authentication. In authenticating Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to the TIA) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent to the authentication and delivery of the Securities have been complied with and that the Securities have been duly executed and, when the Securities have been duly authenticated and delivered by the Trustee, will be duly issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is considered in a proceeding in equity or at law).

Section 2.05 Registrar and Paying Agent . The Company shall maintain an office or agency where Securities may be presented for registration of transfer, for exchange or, if applicable, for conversion (in the case of conversion, as agent for the Guarantor) (“Registrar”) and an office or agency where Securities may be presented for payment (“Paying Agent”). The

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Registrar shall keep a register of the Securities and of their transfer. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

The Company initially appoints the Trustee as Registrar and Paying Agent.

Section 2.06 Paying Agent To Hold Money in Trust . Each Paying Agent shall hold in trust for the benefit of the Securityholders or the Trustee all money held by the Paying Agent for the payment of principal or interest on the Securities, and shall notify the Trustee of any default by the Company (or any other obligor on the Securities) in making any such payment. While any such default continues, the Trustee shall require a Paying Agent to pay all money held by it to the Trustee. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall have no further liability for the money.

Section 2.07 Securityholder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

Section 2.08 Transfer and Exchange . Where a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register its transfer as requested if its reasonable requirements are met. Where Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. The Registrar need not transfer or exchange any Security selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. The Company may charge a reasonable fee for any transfer or exchange (including the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange and any other expenses in connection therewith) but not for any exchange pursuant to Section 2.11, 3.06 or 12.05. This Section 2.08 is subject to the provisions of any series of the Securities providing for the subordination or seniority of such series and the related Guarantees of such series in right of payment to other indebtedness of the Company and the Guarantor, respectively.

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Section 2.09 Replacement Securities . If the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security and the Guarantor shall endorse the Guarantee thereon if the Trustee’s reasonable requirements are met. An indemnity bond must be sufficient in the judgment of the Company, the Guarantor and the Trustee to protect the Company, the Guarantor, the Trustee, the Paying Agent, the Registrar or any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company may charge for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and the Guarantor.

Section 2.10 Outstanding Securities . Securities outstanding at any time are all Securities authenticated by the Trustee except for those presented to it by the Company or its designee for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company, the Guarantor or one of their Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If a Security is called for redemption or if it matures in less than six months and if the Company has satisfied its obligation to pay the Security, or if a Security has been converted in accordance with the provisions of Article 10, the Company and the Trustee need not treat the Security as outstanding in determining whether Holders of the required principal amount of Securities have concurred in any direction, waiver or consent.

For each series of Original Issue Discount Securities, the principal amount of such Securities that shall be deemed to be outstanding and used to determine whether the necessary Holders have given any request, demand, authorization, direction, notice, consent or waiver shall be the principal amount of such Securities that could be declared to be due and payable upon acceleration upon an Event of Default as of the date of such determination. When requested by the Trustee, the Company will advise the Trustee of such amount, showing its computations in reasonable detail.

Section 2.11 Temporary Securities . Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities and the Guarantor shall endorse the Guarantee thereon. Temporary Securities shall be substantially in

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the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and the Guarantor shall endorse the Guarantee thereon in exchange for temporary Securities.

Section 2.12 Cancellation . The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange, conversion or payment. The Trustee and no one else shall cancel and destroy all Securities surrendered for transfer, exchange, conversion, payment or cancellation in accordance with its customary procedure. Unless the Authorizing Resolution so provides, the Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation.

Section 2.13 Defaulted Interest . If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest in any lawful manner. It may pay the defaulted interest, plus any interest payable on the interest (to the extent lawful) if an Event of Default has occurred and is continuing, to the Persons who are Securityholders on a subsequent special record date (the “Special Record Date”). The Company shall fix the subsequent Special Record Date and payment date. At least 15 days before such Special Record Date, the Company shall give notice to the Trustee and shall mail to each Securityholder a notice that states the subsequent Special Record Date, the payment date, and the amount of defaulted interest to be paid.

Section 2.14 Global Securities . Unless the Authorizing Resolution provides otherwise, the Company may issue some or all of the Securities of a Series in temporary or permanent global form. A global Security shall represent that amount of Securities of a Series as specified in the global Security or as endorsed thereon from time to time. At the Company’s request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Securities represented thereby.

The Company may issue a global Security only to a depositary designated by the Company. A depositary may transfer a global Security only as a whole to its nominee or to a successor depositary.

The Authorizing Resolution may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities.

The Company and the Trustee shall not be responsible for any acts or omissions of a depositary, for any depositary records of beneficial ownership interests or for any transactions between the depositary and beneficial owners.

ARTICLE 3
REDEMPTION

Section 3.01 Notices to Trustee . Securities of a Series that are redeemable prior to maturity shall be redeemable in accordance with their terms and, unless the Authorizing Resolution provides otherwise, in accordance with this Article.

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If the Company wants to redeem Securities pursuant to Paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. Any such notice may be canceled at any time prior to notice of such redemption being mailed to Holders. Any such canceled notice shall be void and of no effect.

If the Company wants to credit any Securities previously redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of the Securities, it shall notify the Trustee of the amount of the credit and it shall deliver any Securities not previously delivered to the Trustee for cancellation with such notice.

The Company shall give each notice provided for in this Section 3.01 at least 10 Business Days before the notice of any such redemption is to be mailed to Holders (unless a shorter notice shall be satisfactory to the Trustee).

Section 3.02 Selection of Securities To Be Redeemed . If less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities to be redeemed, if the Securities of such Series are listed on a national securities exchange, in accordance with the rules of such exchange, or if the Securities of such Series are not so listed, on either a pro rata basis or by lot or by such method as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities outstanding and not previously called for redemption. Securities in denominations of $1,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of Securities that have denominations larger than $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.03 Notice of Redemption . At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) in the event that any Security is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that on and after the redemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued;

(5) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that interest on Securities called for redemption ceases to accrue on and after the redemption date;

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(7) that the Securities are being redeemed pursuant to the mandatory redemption or the optional redemption provisions, as applicable; and

(8) if applicable, the current Conversion Price and the date on which the right to convert the Securities into Common Stock will expire.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.

Section 3.04 Effect of Notice of Redemption . Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued interest to the redemption date.

Section 3.05 Deposit of Redemption Price . Prior to the redemption date, the Company or its designee shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities to be redeemed on that date.

Section 3.06 Securities Redeemed in Part . Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security and the Guarantor shall endorse the Guarantee thereon equal in principal amount to the unredeemed portion of the Securities surrendered.

ARTICLE 4
COVENANTS

Section 4.01 Payment of Securities . The Company shall pay the principal of and interest on Securities of a Series on the dates and in the manner provided in the Securities of the Series An installment of principal or interest shall be considered paid on the date due if the Trustee or Paying Agent holds on that date immediately available legal tender funds designated for, available and sufficient to pay the installment.

The Company shall pay interest on overdue principal at the rate borne by the Series; it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Section 4.02 SEC Reports . Within 15 days after each of the Guarantor and the Company files with the SEC copies of its annual reports and other information, documents and reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which they are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Guarantor and the Company shall file the same with the Trustee. If the Guarantor shall cease to be subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Guarantor shall file with the Trustee, within 15 days after the last date on which it would have been required to make such a filing with the SEC, financial statements, including any notes thereto, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each comparable to that which the Guarantor would have been required to include in such annual reports, information, documents or other reports, if the Guarantor were then subject to the requirements of Section 13 or 15(d) of the Exchange Act.

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The Company and the Guarantor also shall comply with the other provisions of TIA Section 314(a).

Section 4.03 Compliance Certificate . The Company and the Guarantor each shall deliver to the Trustee within 120 days after the end of their respective fiscal year an Officers’ Certificate satisfying the requirements of Section 3.14(a)(4) of the TIA and stating whether or not the signers know of any Default or Event of Default. If they do know of such a Default or Event of Default, the certificate shall describe the Default or Event of Default.

ARTICLE 5
SUCCESSOR CORPORATION

Section 5.01 When the Company and the Guarantor May Merge, Etc . Neither the Company nor the Guarantor shall consolidate with or merge into, or transfer all or substantially all of its assets to, any other person unless (i) such other Person is a corporation organized and existing under the laws of the United States or a State thereof or the District of Columbia and expressly assumes by supplemental indenture all the obligations of the Company or the Guarantor under the Indenture and either the Securities or the Guarantee, as the case may be; and (ii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing. Thereafter all such obligations of the predecessor corporation shall terminate.

ARTICLE 6
SUBORDINATION

Section 6.01 Agreement to Subordinate . The provisions of this Article 6 shall apply to the Securities of a Series to the extent specified in the Authorizing Resolution relating to such Series. Each reference in this Article 6 to “a Security” or “the Securities” refers to the Securities of each such Series so designated.

The Company, for itself and its successors, and each Holder, by accepting Securities, agrees that the payment of the principal of, interest on or any other amounts due on the Securities are subordinated in right of payment, to the extent and in the manner stated in this Article 6, to the prior payment in full of all Senior Indebtedness of the Company. Each Holder by accepting Securities authorizes and directs the Trustee on behalf of such Holder to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Indebtedness of the Company and such Holder, the subordination provided in this Article 6 and appoints the Trustee attorney-in-fact for such Holder for such purpose.

This Article 6 shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness of the Company, and such provisions are made for the benefit of the holders of Senior Indebtedness of the Company and such holders are made obligees hereunder and they and/or each of them may enforce such provisions.

Section 6.02 Company Not To Make Payments with Respect to Securities in Certain Circumstances.

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(a) Upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, all principal thereof and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness of the Company, before any payment is made on account of the principal of or interest on the Securities or to acquire any of the Securities.

(b) In the event that notwithstanding the provisions of this Section 6.02 the Company shall make any payment to the Trustee on account of the principal of or interest on the Securities after the happening of a default in payment of the principal of or interest on Senior Indebtedness of the Company, then, unless and until such default shall have been cured or waived or shall have ceased to exist, such payment (subject to the provisions of Sections 6.06 and 6.07) shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness of the Company (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by them) or their representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of the Senior Indebtedness of the Company.

The Company shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Indebtedness of the Company.

Section 6.03 Securities Subordinated to Prior Payment of All Senior Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the Company . Upon any distribution of assets of the Company in any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefits of creditors or otherwise):

(a) the holders of all Senior Indebtedness of the Company shall first be entitled to receive payment in full of the principal thereof and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities;

(b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 6, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the holders of the Senior Indebtedness of the Company or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Company may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Company held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid, after giving effect to any concurrent

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payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities; and

(c) in the event that notwithstanding the foregoing provisions of this Section 6.03, any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities on account of principal of or interest on the Securities before all Senior Indebtedness of the Company is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 6.06 and 6.07) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Company remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Company may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Company until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Company, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Company to at least the same extent as the Securities.

The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company.

Section 6.04 Securityholders To Be Subrogated to Rights of Holders of Senior Indebtedness of the Company . Subject to the payment in full of all Senior Indebtedness of the Company, the Holders of the Securities shall be subrogated equally and ratably to the rights of the holders of the Senior Indebtedness of the Company to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness of the Company until all amounts owing on the Securities shall be paid in full, and for the purpose of such subrogation no payments or distributions to the holders of the Senior Indebtedness of the Company by or on behalf of the Company or by or on behalf of the Holders of the Securities by virtue of this Article 6 which otherwise would have been made to the Holders of the Securities shall, as among the Company, its creditors other than holders of the Senior Indebtedness of the Company and the Holders of the Securities, be deemed to be payment by the Company to or on account of the Senior Indebtedness of the Company, it being understood that the provisions of this Article 6 are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand.

Section 6.05 Obligation of the Company Unconditional . Nothing contained in this Article 6 or elsewhere in this Indenture or in any Security is intended to or shall impair, as between the Company and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and

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creditors of the Company other than the holders of the Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 6 of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any distribution of assets of the Company referred to in this Article 6, the Trustee, subject to the provisions of Sections 9.01 and 9.02, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 6.

Nothing contained in this Article 6 or elsewhere in this Indenture or in any Security is intended to or shall affect the obligation of the Company to make, or prevent the Company from making, at any time except during the pendency of any dissolution, winding up, liquidation or reorganization proceeding, and except during the continuance of any default specified in Section 6.02 (not cured or waived), payments at any time of the principal of or interest on the Securities.

Section 6.06 Knowledge of Trustee . Notwithstanding any provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee until two Business Days after the Trustee shall have received written notice thereof from the Company, any Securityholder or any Paying Agent or the holder or representative of any class of Senior Indebtedness of the Company.

Section 6.07 Application by Trustee of Monies Deposited With It . If at least two Business Days prior to the date on which by the terms of this Indenture any monies deposited with the Trustee or any Paying Agent may become payable for any purpose (including, without limitation, the payment of either the principal of or the interest on any Security) the Trustee shall not have received with respect to such monies the notice provided for in Section 6.06, then the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. This Section shall be construed solely for the benefit of the Trustee and such Paying Agent and shall not otherwise affect the rights of holders of Senior Indebtedness of the Company.

Section 6.08 Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness of the Company . No right of any present or future holders of any Senior Indebtedness of the Company to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness of the Company may extend, renew, modify or amend the terms of the Senior Indebtedness of the

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Company or any security therefor and release, sell or exchange such security and otherwise deal freely with the Company, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders. No provision in any supplemental indenture which affects the superior position of the holders of Senior Indebtedness of the Company shall be effective against the holders of Senior Indebtedness of the Company who have not consented thereto.

Section 6.09 Securityholders Authorize Trustee To Effectuate Subordination of Securities . Each Holder of Securities by acceptance thereof authorizes and expressly directs the Trustee on its, his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 6 and appoints the Trustee its, his or her attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and assets of the Company, the immediate filing of a claim for the unpaid balance of its, his or her Securities in the form required in said proceedings and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness of the Company have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the Holders of said Securities.

Section 6.10 Right of Trustee To Hold Senior Indebtedness of the Company . The Trustee shall be entitled to all of the rights set forth in this Article 6 in respect of any Senior Indebtedness of the Company at any time held by it to the same extent as any other holder of Senior Indebtedness of the Company and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 6.11 Article Six Not To Prevent Events of Default . The failure to make a payment on account of principal or interest by reason of any provision in this Article 6 shall not be construed as preventing the occurrence of an Event of Default under Section 8.01.

ARTICLE 7
GUARANTEE

Section 7.01 Guarantee . The Guarantor hereby unconditionally guarantees (such guarantee to be referred to herein as the “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, (i) the due and punctual payment of the principal of and any interest on the Securities, whether at maturity or on an Interest Payment Date, by acceleration or otherwise, and interest on the overdue principal of and interest, if any, on the Securities, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or under the Securities shall be promptly paid in full, all in accordance with the terms hereof and thereof including all amounts payable to the Trustee under Section 9.07 hereof, and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

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If the Company fails to make any payment when due of any amount so guaranteed for whatever reason, the Guarantor shall be obligated to pay the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be continuing, absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Securities, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demand whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, in this Indenture and in this Article 7. If any Securityholder or the Trustee is required by any court or otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor, any amount paid by the Company or the Guarantor to the Trustee or such Securityholder, this Article 7, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Securityholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 8 for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article 8 such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Article 7. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article 8, the Trustee may make a demand for payment on the Securities under the Guarantee provided hereunder and not discharged.

The Guarantor shall be subrogated to all rights of the Holder of any Securities against the Company in respect of any amounts paid to the Holder by the Guarantor pursuant to the provisions of this Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all the Securities shall have been paid in full.

The Guarantee set forth in this Section 7.01 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee or any duly appointed agent.

Section 7.02 Agreement To Subordinate . The provisions of this Article 7 shall apply to the Securities of a Series to the extent specified in the Authorizing Resolution relating to such Series. Each reference in this Article 7 to “a Security” or “the Securities” refers to the Securities of each such Series so designated.

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The Guarantor, for itself and its successors, and each Holder, by accepting the Securities, agrees that the payment of the principal of, interest on and any other amounts due on the Securities pursuant to the Guarantee are subordinated in right of payment, to the extent and in the manner stated in this Article 7, to the prior payment in full of all Senior Indebtedness of the Guarantor. Each Holder by accepting Securities authorizes and directs the Trustee on behalf of such Holder to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Indebtedness of the Guarantor and such Holder, the subordination provided in this Article 7 and appoints the Trustee attorney-in-fact for such Holder for such purpose.

This Article shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness of the Guarantor, and such provisions are made for the benefit of the holders of Senior Indebtedness of the Guarantor, and such holders are made obligees hereunder and they and/or each of them may enforce such provisions.

Section 7.03 Guarantor Not To Make Payments with Respect to Securities in Certain Circumstances.

(a) Upon the maturity of any Senior Indebtedness of the Guarantor by lapse of time, acceleration (unless waived) or otherwise, all principal thereof and interest thereon shall first be paid in full, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Indebtedness of the Guarantor, before any payment, pursuant to the Guarantee, is made on account of the principal of or interest on the Securities or to acquire any of the Securities.

(b) In the event that notwithstanding the provisions of this Section 7.03 the Guarantor shall make any payment to the Trustee on account of the principal of or interest on the Securities after the happening of a default in payment of the principal of or interest on Senior Indebtedness of the Guarantor, then, unless and until such default shall have been cured or waived or shall have ceased to exist, such payment (subject to the provisions of Sections 7.07 and 7.08) shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness of the Guarantor (pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness of the Guarantor held by them) or their representative or the trustee under the indenture or other agreement (if any) pursuant to which Senior Indebtedness of the Guarantor may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness of the Guarantor remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Guarantor in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Guarantor.

The Guarantor shall give prompt written notice to the Trustee of any default in the payment of principal of or interest on any Senior Indebtedness of the Guarantor.

Section 7.04 Guarantee Subordinated to Prior Payment of All Senior Indebtedness of the Guarantor on Dissolution, Liquidation or Reorganization of the Guarantor . Upon any distribution of assets of the Guarantor in any dissolution, winding up, liquidation or

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reorganization of the Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise):

(a) the holders of all Senior Indebtedness of the Guarantor shall first be entitled to receive payment in full of the principal thereof and interest due thereon before the Holders of the Securities are entitled to receive any payment on account of the principal of or interest on the Securities pursuant to the Guarantee;

(b) any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee on behalf of the Holders of the Securities would be entitled except for the provisions of this Article 7, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Guarantor being subordinated to the payment of the Securities, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the holders of the Senior Indebtedness of the Guarantor or their representative, or to the trustee under any indenture under which Senior Indebtedness of the Guarantor may have been issued (pro rata as to each such holder, representative or trustee on the basis of the respective amounts of unpaid Senior Indebtedness of the Guarantor held or represented by each), to the extent necessary to make payment in full of all Senior Indebtedness of the Guarantor remaining unpaid, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Guarantor, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Guarantor to at least the same extent as the Securities; and

(c) in the event that, notwithstanding the foregoing provisions of this Section 7.04, any payment or distribution of assets of the Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Guarantor being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities on account of principal of or interest on the Securities before all Senior Indebtedness of the Guarantor is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 7.07 and 7.08) shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness of the Guarantor remaining unpaid or unprovided for or their representative, or to the trustee under any indenture under which such Senior Indebtedness of the Guarantor may have been issued (pro rata as provided in subsection (b) above), for application to the payment of such Senior Indebtedness of the Guarantor until all such Senior Indebtedness of the Guarantor shall have been paid in full, after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness of the Guarantor, except that Holders of the Securities would be entitled to receive securities that are subordinated to Senior Indebtedness of the Guarantor to at least the same extent as the Securities.

Upon any distribution of assets of the Guarantor referred to in this Article 7, the Trustee, subject to the provisions of Sections 9.01 and 9.02, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a

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certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Guarantor and other Indebtedness of the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 7.

The Guarantor shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Guarantor.

Section 7.05 Securityholders To Be Subrogated to Rights of Holders of Senior Indebtedness of the Guarantor . Subject to the payment in full of all Senior Indebtedness of the Guarantor, the Holders of the Securities shall be subrogated equally and ratably to the rights of the holders of the Senior Indebtedness of the Guarantor to receive payments or distributions of assets of the Guarantor applicable to the Senior Indebtedness of the Guarantor until all amounts owing on the Securities shall be paid in full, and for the purpose of such subrogation no payments or distributions to the holders of the Senior Indebtedness of the Guarantor by or on behalf of the Guarantor or by or on behalf of the Holders of the Securities by virtue of this Article 7 which otherwise would have been made to the Holders of the Securities shall, as among the Guarantor, its creditors other than holders of Senior Indebtedness of the Guarantor and the Holders of the Securities, be deemed to be payment by the Guarantor to or on account of the Senior Indebtedness of the Guarantor, it being understood that the provisions of this Article 7 are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Guarantor, on the other hand.

Section 7.06 Obligation of the Guarantor Unconditional . Nothing contained in this Article 7 or elsewhere in this Indenture or in any Security is intended to or shall impair, as between the Guarantor and the Holders of the Securities, the obligation of the Guarantor, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with the terms of the Guarantee, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Guarantor other than the holders of the Senior Indebtedness of the Guarantor, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon Default under this Indenture, subject to the rights, if any, under this Article 7 of the holders of Senior Indebtedness of the Guarantor in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.

Nothing contained in this Article 7 or elsewhere in this Indenture or in any Security is intended to or shall affect the obligation of the Guarantor to make, or prevent the Guarantor from making, at any time except during the pendency of any dissolution, winding up, liquidation or reorganization proceeding, and except during the continuance of any default specified in Section 7.03 (not cured or waived), payments at any time of the principal of or interest on the Securities pursuant to the Guarantee.

Section 7.07 Knowledge of Trustee . Notwithstanding any provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee until two Business Days after

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the Trustee shall have received written notice thereof from the Guarantor, any Securityholder or any Paying Agent or the holder or representative of any class of Senior Indebtedness of the Guarantor.

Section 7.08 Application by Trustee of Monies Deposited With It . If at least two Business Days prior to the date on which by the terms of this Indenture any monies deposited with the Trustee or any Paying Agent may become payable for any purpose (including, without limitation, the payment of either the principal of or the interest on any Security) the Trustee shall not have received with respect to such monies the notice provided for in Section 7.07, then the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it on or after such date. This Section shall be construed solely for the benefit of the Trustee and such Paying Agent and shall not otherwise affect the rights of holders of Senior Indebtedness of the Guarantor.

Section 7.09 Subordination Rights Not Impaired by Acts or Omissions of Guarantor or Holders of Senior Indebtedness of the Guarantor . No right of any present or future holders of any Senior Indebtedness of the Guarantor to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness of the Guarantor may extend, renew, modify or amend the terms of the Senior Indebtedness of the Guarantor, or any security therefor and release, sell or exchange such security and otherwise deal freely with the Guarantor, all without affecting the liabilities and obligations of the parties to the Indenture or the Holders. No provision in any supplemental indenture which affects the superior position of the holders of Senior Indebtedness of the Guarantor shall be effective against the holders of Senior Indebtedness of the Guarantor who have not consented thereto.

Section 7.10 Securityholders Authorize Trustee To Effectuate Subordination of Guarantee . Each Holder of Securities by acceptance thereof authorizes and expressly directs the Trustee on its, his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 7 and appoints the Trustee its, his or her attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation or reorganization of the Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and assets of the Guarantor, the immediate filing of a claim for the unpaid balance, pursuant to the Guarantee, of its, his or her Securities, in the form required in said proceedings and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness of the Guarantor have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the Holders of said Securities.

Section 7.11 Right of Trustee To Hold Senior Indebtedness of the Guarantor . The Trustee shall be entitled to all of the rights set forth in this Article 7 in respect of any Senior

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Indebtedness of the Guarantor at any time held by it to the same extent as any other holder of Senior Indebtedness of the Guarantor, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 7.12 Article 7 Not To Prevent Events of Default . The failure to make a payment on account of principal or interest by reason of any provision in this Article 7 shall not be construed as preventing the occurrence of an Event of Default under Section 8.01.

Section 7.13 Execution and Delivery of Guarantee . To evidence the Guarantee set forth in this Article 7, the Guarantor hereby agrees that a notation of the Guarantee, substantially in the form established by or pursuant to an Authorizing Resolution or in one or more supplemental indentures in accordance with Section 2.01, shall be endorsed on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Guarantor by the Chairman of the Board, its President or one of its Vice Presidents under a facsimile of its seal reproduced thereon.

The Guarantor hereby agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of the Guarantee.

If an Officer whose signature is on this Indenture or on the Securities no longer holds that office at the time the Trustee authenticates the Security on which a notation of the Guarantee is endorsed, the Guarantee shall be valid nevertheless.

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor.

Section 7.14 Subordination of Indebtedness Owed by the Company to the Guarantor . Any indebtedness owed by the Company to the Guarantor shall be subordinate to all obligations of the Company with respect to the Securities and this Indenture to the same extent as the Securities are subordinated to Senior Indebtedness of the Company.

Section 7.15 Officers’ Certificate . If there occurs an event referred to in the first sentence of Section 7.04(c) or the first sentence of Section 7.04, the Guarantor shall promptly give to the Trustee an Officers’ Certificate (on which the Trustee may conclusively rely) identifying all holders of Senior Indebtedness of the Guarantor and the principal amount of Senior Indebtedness of the Guarantor then outstanding held by each such holder and stating the reasons why such Officers’ Certificate is being delivered to the Trustee.

ARTICLE 8
DEFAULTS AND REMEDIES

Section 8.01 Events of Default . An “Event of Default” on a Series occurs if:

(1) the Company or the Guarantor defaults in the payment of interest on any Security of the Series when the same becomes due and payable and the default continues for a period of 30 days whether or not such payment shall be prohibited by the provisions of Article 6 or Article 7; or

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(2) the Company or the Guarantor defaults in the payment of the principal of any Security of the Series when the same becomes due and payable at maturity or upon redemption, whether or not such payment shall be prohibited by the provisions of Article 6 or Article 7; or

(3) the Company or the Guarantor fails to comply with any of its other agreements in the Securities, the Guarantee or this Indenture applicable to the Series and such failure continues for the period and after the notice specified below; or

(4) there occurs a default in the payment of indebtedness of the Company, the Guarantor or any Subsidiary under the terms of the instrument evidencing or securing such indebtedness permitting the holder thereof to accelerate the payment of in excess of an aggregate of $5,000,000 in principal amount of such indebtedness (after the lapse of applicable grace periods) or, in the case of non-payment defaults, there occurs an acceleration of any such indebtedness if such acceleration is not rescinded or annulled within 10 days after such acceleration; provided, the term “indebtedness” as used in this Section 8.01(4) shall not include an acceleration of or default on Non-Recourse Indebtedness (a) if the Guarantor would be able to declare a dividend pursuant to the terms of such Series in the amount of the excess of the aggregate book value of all property (net of any previous write-downs or reserves in respect of such property) subject to the Non-Recourse Indebtedness being accelerated or in default over such Non-Recourse Indebtedness or (b) which consists of a purchase money obligation, provided such purchase money obligation does not exceed $5,000,000 in aggregate principal amount, whether or not the Guarantor is so diligently contesting); or

(5) a final judgment for the payment of money in an amount in excess of $5,000,000 shall be entered against the Company, the Guarantor or any Subsidiary, and shall remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days after the date on which the right to appeal has expired; provided the term “final judgment” shall not include a Non-Recourse Judgment unless the book value of all property (net of any previous write-downs or reserves in respect of such property) subject to such Non-Recourse Judgment exceeds the amount of such Non-Recourse Judgment by more than $10,000,000;

(6) there occurs an “Event of Default,” as that term is defined in the indenture relating to the [ ] % [ ] due [ ] issued by [ ] , a [ ] corporation (“ [ ] ”), (each such series being hereinafter referred to as a “Previously Issued Series”); provided that on the date of the occurrence, the outstanding principal amount of at least one Previously Issued Series to which the occurrence relates exceeds $5,000,000; or

(7) the Company and the Guarantor pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

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(D) makes a general assignment for the benefit of its creditors; or

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) provides for relief against the Company and the Guarantor in an involuntary case,

(B) appoints a Custodian of the Company and the Guarantor for all or substantially all of its property, or

(C) orders the liquidation of the Company and the Guarantor and the order or decree remains unstayed and in effect for 90 days; or

(9) the Guarantee shall for any reason (other than pursuant to its terms) cease to be in full force and effect.

The term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

A default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Securities of the Series affected notify the Company of the default and the Company does not cure the default within 60 days after receipt of the notice. The notice must specify the default, demand that it be remedied and state that the notice is a “Notice of Default.”

Section 8.02 Acceleration . If an Event of Default (other than an Event of Default under Section 8.01(7) or 8.01(8)) on a Series occurs and is continuing, the Trustee by notice to the Company and the Person or Persons designated to receive notices for the Agent (or other Person acting on behalf of the banks) under the Revolving Credit Agreement, or the Holders of at least 25% in principal amount of the outstanding Securities of the Series by notice to the Company, the Trustee and such Person or Persons (either such notice is referred to herein as an “Acceleration Notice”) may declare the unpaid principal of and accrued and unpaid interest on all the Securities of the Series to be due and payable if, with respect to such Series, (i)(a) no Designated Senior Debt of the Company or the Guarantor is outstanding, or (b) if the Securities of the Series are not subordinated to other indebtedness of the Company, immediately, or (ii) if Designated Senior Debt of the Company or the Guarantor is outstanding and the Securities of the Series are subordinated to other indebtedness of the Company, upon the earlier of (A) ten days after such Acceleration Notice is received by the Company and (B) the acceleration of any Senior Indebtedness of the Company or the Guarantor. If an Event of Default specified in Section 8.01(7) or 8.01(8) occurs, the unpaid principal of and accrued and unpaid interest on the Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholder. The Holders of a majority in principal amount of the Securities of the Series by notice to the Trustee may rescind such declaration or acceleration and its consequences if all existing Events of Default have been

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cured or waived (except nonpayment of principal or interest that has become due solely because of the acceleration) and if the rescission would not conflict with any judgment or decree.

The Company and the Guarantor (i) agree, promptly after execution of this Indenture, to notify the Trustee in writing of the Person or Persons referred to in the first sentence of this Section 8.02 and (ii) agree, promptly after any change thereof, to so notify the Trustee. Any failure by the Trustee or holders of Securities to give an Acceleration Notice to such Person or Persons will not affect the substance or validity of the Acceleration Notice provided that it is otherwise given in accordance with the first paragraph of this Section 8.02.

Section 8.03 Other Remedies . If an Event of Default on a Series occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal or interest on the Series or to enforce the performance of any provisions of the Securities or this Indenture and applicable to the Series.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

Section 8.04 Waiver of Past Defaults . Subject to Section 12.02, the Holders of a majority in principal amount of the Securities of a Series by notice to the Trustee may waive on behalf of all Holders of Securities of the Series an existing Default and its consequences. When a Default is waived, it is cured and stops continuing, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 8.05 Control by Majority . The Holders of a majority in principal amount of the Securities of a Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to such Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that is unduly prejudicial to the rights of another Securityholder, or that would involve the Trustee in personal liability.

Section 8.06 Limitation on Suits . A Securityholder may not pursue any remedy with respect to this Indenture or the Series unless:

(1) the Holder gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in principal amount of the Securities of the Series make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

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(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with such request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

Section 8.07 Rights of Holders To Receive Payment . Notwithstanding any other provisions of this Indenture, the right of any Holder of a Security to receive payment of principal of and interest on the Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

Section 8.08 Collection Suit by Trustee . If an Event of Default in payment of interest or principal specified in Section 8.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company, the Guarantor or any other obligor on the Securities for the whole amount of principal and interest remaining unpaid.

Section 8.09 Trustee May File Proofs of Claim . The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities, including the Guarantor), its creditors or its property.

Section 8.10 Priorities . If the Trustee collects any money pursuant to this Article 8, it shall pay out the money in the following order:

First: to the Trustee for amounts due under Section 9.07;

Second: to the holders of Senior Indebtedness of the Company as required by Article 6 and to the holders of Senior Indebtedness of the Guarantor as required by Article 7;

Third: to Securityholders of the Series for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Series for principal and interest, respectively; and

Fourth: to the Company, or its designee.

The Trustee may fix a record date and payment date for any payment to Securityholders.

Section 8.11 Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including attorneys’ fees, against any party litigant in the suit, having due regard to the

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merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 8.07, or a suit by Holders of more than 10% in principal amount of the Securities of the Series.

ARTICLE 9
TRUSTEE

Section 9.01 Duties of Trustee .

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default:

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) This paragraph does not limit the effect of paragraph (b) of this Section.

(2) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 8.05.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company or the Guarantor, as the case may be.

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(g) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 9.02 Rights of Trustee . Subject to Section 9.01:

(a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

Section 9.03 Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 9.10 and 9.11.

Section 9.04 Trustee Disclaimer . The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its certificate of authentication.

Section 9.05 Notice of Defaults . If a Default on a Series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a default in payment of principal or interest on a Series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders of the Series.

Section 9.06 Reports by Trustee to Holders . Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder, if required by TIA Section 313(a), a brief report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b) and Section 313(c).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which the Securities are listed. The Company shall notify the Trustee when the Securities have been listed on any securities exchange.

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Section 9.07 Compensation and Indemnity . The Company and the Guarantor shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation hereunder shall not be limited by any law on compensation relating to the trustee of an express trust. The Company and the Guarantor shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company and the Guarantor shall indemnify and hold harmless the Trustee against any loss or liability incurred by it in the acceptance or administration of this trust or the performance of its duties hereunder. The Trustee shall notify the Company and the Guarantor promptly of any claim for which it may seek indemnity. The Company and the Guarantor shall defend the claim and the Trustee shall cooperate in the defense. In the event that counsel to the Trustee shall advise counsel to the Company and the Guarantor that there may be defenses reasonably available to the Trustee different than or additional to those available to the Company and the Guarantor, then in such event the Trustee shall be permitted to employ counsel of its choosing at the expense of the Company and the Guarantor. The Company and the Guarantor need not pay for any settlement made without their consent. The Company and the Guarantor need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, bad faith or with willful misconduct. The indemnity contained in this Section 9.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

To ensure the Company’s and the Guarantor’s payment obligations in this Section, the Trustee shall have a claim prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 8.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Section 9.08 Replacement of Trustee . The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee to be removed and may appoint a successor Trustee with the Company’s and the Guarantor’s consent. The Company or the Guarantor may remove the Trustee if:

(1) the Trustee fails to comply with Section 9.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all

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property held by it as Trustee to the successor Trustee (subject to the prior claim provided by Section 9.07). Any resignation or removal of the Trustee and any appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. The successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Securityholder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company), the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 9.10, any Securityholder may, subject to Section 8.11, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Section 9.09 Successor Trustee by Merger, etc . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

Section 9.10 Eligibility; Disqualification . This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1). The Trustee shall have a combined capital and surplus of at least $15,000,000 as set forth in the most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b).

Section 9.11 Preferential Collection of Claims Against Company . The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

ARTICLE 10
CONVERSION OF SECURITIES

Section 10.01 Applicability of Article . Securities of any Series which are convertible into Common Stock at the option of the Holder shall be convertible in accordance with their terms and unless the Authorizing Resolution provides otherwise, in accordance with this Article. Each reference in this Article 10 to “a Security” or “the Securities” refers to the Securities of the particular Series that is convertible into Common Stock. If more than one Series of Securities with conversion privileges are outstanding at any time, the provisions of this Article 10 shall be applied separately to each such Series.

Section 10.02 Conversion Privilege . Subject to and upon compliance with the provisions of this Article 10, the Holder of any Security so designated shall have the right, at its, his or her option, at any time prior to the close of business on the date specified in the Securities of such Series (or if such Security or portion thereof is called for redemption prior to such date, then in respect of such Security or portion thereof to and including but not after the close of business on the second day (or, if such day is not a Business Day, then on the next following Business Day) preceding the date fixed for such redemption) to convert the principal amount of any such

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Security, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of the Guarantor’s Common Stock (calculated as to each conversion to the nearest 1/100th of a share) obtained by dividing the principal amount of the Security or portion thereof to be converted by the Conversion Price and by surrender of the Security so to be converted in whole or in part, such surrender to be made in the manner provided in Section 10.03. Notwithstanding the previous sentence, if the Company shall fail to redeem a Security which has been called for redemption, the Holder of such Security shall retain the right to convert such Security as provided in this Article 10.

Section 10.03 Manner of Exercise of Conversion Privilege . In order to exercise a conversion privilege, the Holder of any Security to be converted in whole or in part shall surrender such Security at any of the offices or agencies to be maintained for such purpose by the Company pursuant to Section 2.03, and shall give notice to the Company and the Guarantor in the form provided in the Security, duly executed, at such office or agency that the Holder elects to convert such Security or the portion thereof specified in said notice. Such notice shall also state the name or names, together with the address or addresses, in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Each Security surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the name in which such Security is registered, be accompanied by instruments of transfer, in form satisfactory to the Guarantor, duly executed by the Holder or its, his or her duly authorized attorney. Securities so surrendered during the period from the close of business on a Record Date, or the next preceding Business Day if such Record Date is not a Business Day, preceding any Interest Payment Date to the opening of business on such Interest Payment Date (excluding Securities or portions thereof called for redemption during such period) shall also be accompanied by payment in next-day funds or other funds acceptable to the Guarantor of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted; provided, however, that, if the Company shall default on the payment of said interest, said funds shall be returnable to the payor thereof. As promptly as practicable after the surrender of such Security, as aforesaid, the Guarantor shall issue and shall deliver at such office or agency to such Holder, or on its, his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security or portion thereof in accordance with the provisions of this Article 10 and any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section 10.04. In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver to or upon the order of the Holder of the Security so surrendered, at the expense of the Company, a new Security or Securities and Guarantee or Guarantees in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such Security shall have been surrendered and such notice received by the Company and the Guarantor as aforesaid, and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time and such conversion shall be at the Conversion Price in effect at such time, unless the stock transfer books of the Guarantor shall be closed on that date, in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next

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succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Security shall have been surrendered and such notice received by the Company and the Guarantor. Subject to the aforesaid requirement for a payment in the event of conversion after the close of business on a Record Date preceding an Interest Payment Date, no payment or adjustment shall be made on conversion for interest accrued on the Securities surrendered for conversion or for dividends on the Common Stock delivered on such conversion.

Section 10.04 Payment in Lieu of Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of the Securities. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of any Security or Securities, the Company and/or the Guarantor shall make an adjustment therefor to the nearest 1/100th of a share in cash at the Current Market Price thereof at the close of business on the Business Day next preceding the day of conversion. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities, or specified portions thereof to be converted, so surrendered.

Section 10.05 Adjustment of Conversion Price . The Conversion Price shall be adjusted from time to time as follows:

(a) In case the Guarantor shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of Capital Stock of the Guarantor, the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other Capital Stock of the Guarantor which he would have owned immediately following such action had such Security been converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection (a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of Capital Stock or shares of Common Stock and other Capital Stock of the Guarantor, the Board of Directors (whose determination shall be conclusive and shall be described in a statement filed with the Trustee and with the Registrar) shall determine in an equitable manner the allocation of the adjusted Conversion Price between or among shares of such classes of Capital Stock or shares of Common Stock and other Capital Stock.

(b) In case the Guarantor shall hereafter issue rights or warrants to holders of its outstanding shares of Common Stock generally entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of the Common Stock on the record date mentioned below, the Conversion Price of the shares of Common Stock shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in

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effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants.

(c) In case the Guarantor shall hereafter distribute to holders of its outstanding Common Stock generally evidences of its indebtedness or assets (excluding any cash dividend paid from retained earnings of the Guarantor and dividends or distributions payable in stock for which adjustment is made pursuant to subsection (a) of this Section 10.05) or rights or warrants to subscribe to securities of the Guarantor (excluding those referred to in subsection (b) of this Section 10.05), then in each such case the Conversion Price of the shares of Common Stock shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and shall be described in a statement filed with the Trustee and with the Registrar) of the portion of the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock, and of which the denominator shall be such Current Market Price per share of Common Stock. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.

(d) In any case in which this Section 10.05 shall require that an adjustment be made immediately following a record date, the Guarantor may elect to defer (but only until five Business Days following the filing by the Company with the Trustee and the Registrar of the certificate of independent public accountants described in subsection (f) of this Section 10.05) issuing to the Holder of any Security converted after such record date the shares of Common Stock issuable upon such conversion over and above the shares of Common Stock issuable upon such conversion on the basis of the Conversion Price prior to adjustment.

(e) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% of such price; provided, however, that any adjustments which by reason of this subsection (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided further that adjustment shall be required and made in accordance with the provisions of this Article 10 (other than this subsection (e)), not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Securities or Common Stock. All calculations under this Section 10.05 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 10.05 to the contrary notwithstanding, the Guarantor shall be entitled to make such reductions in the Conversion Price, in addition to those required by this Section 10.05, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights to purchase stock or

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securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Guarantor to its shareholders shall not be taxable.

(f) Whenever the Conversion Price is adjusted as herein provided, (i) the Company and the Guarantor shall promptly file with the Trustee and the Registrar a certificate of a firm of independent public accountants setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the manner of computing the same, which certificate shall be conclusive evidence of the correctness of such adjustment and (ii) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be given by the Company and the Guarantor to the Holders in the manner provided in Section 13.02. Subject to TIA Section 315(a), (c) and (d), the Trustee and any conversion agent shall be under no duty or responsibility with respect to any such certificate or the certificate provided for in Section 10.10 except to exhibit the same from time to time to any Holder of a Security desiring an inspection of such certificate.

(g) In the event that at any time as a result of an adjustment made pursuant to subsection (a) of this Section 10.05, the Holder of any Security thereafter surrendered for conversion shall become entitled to receive any shares of the Guarantor other than shares of Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Security shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Article 10.

Section 10.06 Notice of Certain Corporate Action . In the event:

(a) the Guarantor shall take any action which would require an adjustment in the Conversion Price pursuant to Section 10.05(c); or

(b) the Guarantor shall authorize the granting to the holders of its Common Stock (as a class) of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights; or

(c) there shall be any capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock), or any consolidation or merger to which the Guarantor is a party or any statutory exchange of securities with another corporation and for which approval of any shareholders of the Guarantor is required, or any sale or transfer of all or substantially all of the assets of the Guarantor; or

(d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Guarantor; then the Company and the Guarantor shall cause to be filed with the Trustee and the Registrar, and shall cause to be given to the Holders, in the manner provided in Section 13.02, at least 14 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such distribution or rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such distribution or rights are to be determined, or (ii) the date on which such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or

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winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in subsection (a), (b), (c) or (d) of this Section 10.06.

Section 10.07 Guarantor to Provide Stock . The Guarantor covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of Securities, the full number of shares of Common Stock deliverable upon the conversion of all outstanding Securities not theretofore converted. For purposes of this Section 10.07, the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding Securities shall be computed as if at the time of computation all outstanding Securities were held by a single Holder.

Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversions of the Securities, the Guarantor will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Guarantor may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price.

The Guarantor will endeavor to list the shares of Common Stock required to be delivered upon conversion of Securities prior to such delivery upon each national securities exchange, if any, upon which the outstanding Common Stock is listed at the time of such delivery.

Prior to the delivery of any securities which the Guarantor shall be obligated to deliver upon conversion of the Securities, the Guarantor will endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

Section 10.08 Taxes on Conversions . The Company and/or the Guarantor will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on conversions of Securities pursuant hereto; provided, however, that neither the Company nor the Guarantor shall be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock in a name other than that of the Holder of the Securities to be converted and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Company and/or the Guarantor the amount of any such tax or has established, to the satisfaction of the Company and the Guarantor, that such tax has been paid.

Section 10.09 Covenant as to Stock . The Guarantor covenants that all shares of Common Stock which may be delivered upon conversions of Securities will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights.

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Section 10.10 Consolidation or Merger . Notwithstanding any other provision herein to the contrary, in case of any consolidation or merger to which the Guarantor is a party other than a merger or consolidation in which the Guarantor is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Guarantor as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Guarantor), there shall be no adjustments under Section 10.05 but the Holder of each Security then outstanding shall have the right thereafter to convert such Security into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had such Security been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 10 with respect to the rights and interests thereafter of the Holders of the Securities, to the end that the provisions set forth in this Article 10 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Securities. Any such adjustment shall be made by and set forth in a supplemental indenture executed by the Company, the Guarantor and the Trustee and approved by a firm of independent public accountants, evidenced by a certificate to that effect; and any adjustment so approved shall for all purposes hereof conclusively be deemed to be an appropriate adjustment.

The above provisions of this Section 10.10 shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

The Company shall give notice of the execution of such a supplemental indenture to the Holders of Securities in the manner provided in Section 13.02 within 30 days after the execution thereof.

Section 10.11 Disclaimer of Responsibility for Certain Matters . Neither the Trustee nor the Registrar shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor the Registrar shall be accountable with respect to the listing or registration referred to in Section 10.07 or the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor the Registrar makes any representation with respect thereto. Neither the Trustee nor the Registrar shall be responsible for any failure of the Guarantor to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the

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surrender of any Security for the purpose of conversion or, subject to TIA Section 315(a), (c) and (d), to comply with any of the covenants contained in this Article 10.

ARTICLE 11
DISCHARGE OF INDENTURE

Section 11.01 Termination of the Company’s and the Guarantor’s Obligations . Securities of a Series may be defeased in accordance with their terms and, unless the Authorizing Resolution provides otherwise, in accordance with this Article.

The Company may terminate all of its obligations under the Securities of a Series and this Indenture, to the extent its obligations under this Indenture relate to that Series, and the obligations of the Guarantor shall terminate if all Securities of a Series previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid) have been delivered to the Trustee for cancellation or if:

(1) the Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; and

(2) the Company irrevocably deposits in trust with the Trustee money sufficient to pay principal of and interest on the outstanding Securities to maturity or redemption, as the case may be. The Company may make the deposit only if Article 6 permits it. Immediately after making the deposit, the Company shall give notice of such event and proposed date of payment to each Securityholder.

The Company’s obligations and, to the extent applicable, the Guarantor’s obligations, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 9.07, 9.08 and 11.03 and Article 10, however, shall survive until the Securities are no longer outstanding. Thereafter, the Company’s obligations and, to the extent applicable, the Guarantor’s obligations, in Sections 9.07 and 11.03 shall survive.

After a deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities, the Guarantor’s obligations under the Guarantee and their obligations under the Indenture except for those surviving obligations specified above.

Section 11.02 Application of Trust Money . The Trustee shall hold in trust money deposited with it pursuant to Section 11.01. It shall apply the deposited money through the Paying Agent and in accordance with this Indenture to the payment of principal and interest on the Securities.

Section 11.03 Repayment to Company . The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest (including interest, if any, earned on such money) that remains unclaimed for two years; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each

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Holder notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Securityholders entitled to any of such money must look to the Company or, if applicable, the Guarantor for payment as general creditors unless applicable abandoned property law designates another person and all liability of the Trustee or Paying Agent with respect to such money shall thereupon cease.

ARTICLE 12
AMENDMENTS, SUPPLEMENT AND WAIVERS

Section 12.01 Without Consent of Holders . The Company may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Section 5.01;

(3) to provide for uncertificated Securities in addition to or in place of certificated Securities; or

(4) to make any change that does not adversely affect the rights of any Securityholder.

Section 12.02 With Consent of Holders . The Company may amend or supplement this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of all Series affected by the amendment voting as a class. The Holders of a majority in principal amount of the Securities may waive compliance by the Company with any provision of this Indenture or the Securities without notice to any Securityholder. However, without the consent of each Securityholder affected, an amendment, supplement or waiver, including a waiver pursuant to Section 8.04, may not:

(1) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the rate of or extend the time for payment of interest on any Security;

(3) reduce the principal of or extend the fixed maturity of any Security or alter the redemption provisions with respect thereto;

(4) waive a default in the payment of the principal of or interest on any Security;

(5) modify the provisions of Article 6 (subordination) or Article 7 (guarantee) in a manner adverse to the Holders;

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(6) make any security payable in money other than that stated in the Security;

(7) if applicable, make any change that adversely affects the right to convert or the Conversion Price for any Security; or

(8) make any change in Section 8.04 or 8.07 or this Section 12.02.

After an amendment under this Section 12.02 becomes effective, the Company shall mail to the Holders a notice briefly describing the amendment.

Section 12.03 Compliance with Trust Indenture Act . Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect.

Section 12.04 Revocation and Effect of Consents . A consent to an amendment, supplement or waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to the Security or portion of a Security of such Holder. The Trustee must receive the notice of revocation before the date the amendment, supplement or waiver becomes effective.

After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder unless it makes a change described in clauses (1) through (8) of Section 12.02. In that case the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.

Section 12.05 Notation on or Exchange of Securities . If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determine, the Company in exchange for the Security shall issue and the Trustee shall authenticate, a new Security that reflects the changed terms.

Section 12.06 Trustee to Sign Amendments, etc . The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article if the amendment, supplement or waiver does not adversely affect the rights or duties of the Trustee. If it does, the Trustee may but need not sign it. In signing any amendment, supplement or waiver, the Trustee may rely on an Opinion of Counsel which shall state that such amendment, supplement or waiver is permitted under this Article 12.

ARTICLE 13
MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls . If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA or the TIA as amended after the date hereof, the required provision shall control.

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Section 13.02 Notices . Any notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first-class mail addressed as follows: if to the Company or the Guarantor:

[Name]
[Address]
[Address]
Attention: Chief Financial Officer

with a copy to:

[Name]
[Address]
[Address]

if to the Trustee:

[ ]
[Address]
[Address]
Attention: [ ]

The Company, the Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed to him at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. In addition, a copy of each such notice or communication shall be mailed to the Trustee at the address specified above.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. If the Company or the Guarantor mails a notice or communication to Securityholders, it shall mail a copy of such notice to the Trustee and each agent at the same time.

Section 13.03 Communication by Holders with Other Holders . Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 13.05 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 13.06 When Treasury Securities Disregarded . In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver or consent, Securities of the Series owned by the Company or the Guarantor or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the guarantor shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of the Series which the Trustee knows are so owned shall be so disregarded.

Section 13.07 Rules by Trustee, Paying Agent, Registrar . The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Paying Agent or Registrar each may make reasonable rules for its functions.

Section 13.08 Legal Holidays . A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 13.09 Governing Law . The laws of the State of New York shall govern this Indenture, the Securities and the Guarantee without regard to principles of conflicts of law.

Section 13.10 No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company, the Guarantor or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

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Section 13.11 No Recourse Against Others . All liability described in paragraph 20 of the Securities of any director, officer, employee or shareholder, as such, of the Company or the Guarantor is waived and released.

Section 13.12 Successors . All agreements of the Company or the Guarantor in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.13 Duplicate Originals . The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.14 Counterparts . This Indenture may be executed in any number of counterparts, all of which shall together constitute one and the same instrument. This Indenture shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

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SIGNATURES


Dated:		[ ] , as Issuer

		By:

		Name:
		Title:

Attest:


Name:
Title:

Dated:		[ ] , as Guarantor

		By:

		Name:
		Title:

Attest:


Name:
Title:

Dated:		[ ] , as Trustee

		By:

		Name:
		Title:

Attest:


Name:
Title:

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EXHIBIT 5

WOLFBLOCK LLP
1650 Arch Street
Philadelphia, PA 19103-2097

, 20

Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
Toll Brothers Finance Corp.
First Huntingdon Finance Corp.
250 Gibraltar Road
Horsham, PA 19044

RE: Registration Statement on Form S-3

Gentlemen:

As counsel for Toll Brothers, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiaries, Toll Corp., a Delaware corporation (“Toll”), Toll Finance Corp., a Delaware corporation (“TFC”), Toll Brothers Finance Corp., a Delaware corporation (“TBFC”), and First Huntingdon Finance Corp., a Delaware corporation (“FHFC”), we have assisted in the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) being filed by the Company, Toll, TFC, TBFC and FHFC (collectively, the “Registrants”) and the additional direct or indirect subsidiaries of the Company identified in the Registration Statement as additional registrants (collectively, the Registrants) with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited amount of: (i) debt securities of Toll (“Toll Debt Securities”), TFC (“TFC Debt Securities”), TBFC (“TBFC Debt Securities”) and FHFC (“FHFC Debt Securities” and, collectively with the Toll Debt Securities, the TFC Debt Securities and the TBFC Debt Securities, the “Debt Securities”), which may be any of senior secured debt securities, senior unsecured debt securities, senior subordinated debt securities or subordinated debt securities, in one or more series, which in each case are to be issued under an indenture (an “Indenture” and, collectively with any other indentures relating to other Debt Securities, the “Indentures”) to be entered into among the issuer of the Debt Securities, the Company and each other guarantor of the Debt Securities that is a party thereto, and the institution designated prior to the issuance of any Debt Securities under such Indenture to serve as trustee thereunder (a “Trustee” and, collectively with the trustees, if any, under other Indentures, the “Trustees”); (ii) the Company’s, Toll’s, TFC’s, TBFC’s and FHFC’s unconditional and irrevocable guarantees of Debt Securities and such guarantees of any other Registrants that guarantee Debt Securities (the “Guarantees”); (iii) shares of the Company’s Common Stock, $.01 par value (the “Common Stock”); (iv) shares of the Company’s Preferred Stock, $.01 par value (the “Preferred Stock”), in one or more series; (v) warrants to purchase Debt Securities (the “Debt Warrants”) to be issued pursuant to a warrant agreement relating to Debt Warrants (the “Debt Warrant Agreement”), between the issuer of Debt Securities to which the Debt Warrants relate, the Company and each

other guarantor of the Debt Securities and a warrant agent (the “Debt Warrant Agent”) to be appointed prior to the issuance of Debt Warrants; (vi) warrants to purchase Common Stock (the “Common Stock Warrants”) to be issued pursuant to a warrant agreement relating to Common Stock Warrants (the “Common Stock Warrant Agreement”), between the Company and a warrant agent (the “Common Stock Warrant Agent”) to be appointed prior to the issuance of Common Stock Warrants; and (vii) warrants to purchase Preferred Stock (the “Preferred Stock Warrants,” and, together with the Debt Warrants and the Common Stock Warrants, the “Warrants”) to be issued pursuant to a warrant agreement relating to Preferred Stock Warrants (the “Preferred Stock Warrant Agreement”) between the Company and a warrant agent (the “Preferred Stock Warrant Agent”) to be appointed prior to the issuance of Preferred Stock Warrants. The Debt Securities, the Guarantees, the Common Stock, the Preferred Stock and the Warrants are collectively referred to herein as the “Offered Securities.”

For the purpose of rendering this opinion, we have examined and relied upon (i) the Registration Statement; (ii) the respective forms of Indenture relating to senior Debt Securities and related Guarantees (the “Senior Debt Indenture”) and subordinated or senior subordinated Debt Securities and related Guarantees (the “Subordinated Debt Indenture”), each of which is being filed as an exhibit to the Registration Statement; (iii) the Second Restated Certificate of Incorporation of the Company, as amended to date (the “Certificate of Incorporation”); (iv) the Bylaws of the Company as currently in effect (the “Bylaws”); and (v) certain resolutions adopted on , 20 by the respective Boards of Directors of the Company (the “Company Board”), Toll (the “Toll Board”), TFC (the “TFC Board”), TBFC (the “TBFC Board”) and FHFC (the “FHFC Board”) and the Boards of Directors of each additional Registrant, if any, that is an issuer of Guarantees of any of the Offered Securities relating to the issuance of the Offered Securities. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other records of the Registrants, including, without limitation, charter documents of Registrants other than the Company, and such agreements, certificates of public officials, certificates of officers or other representatives of the Registrants and others and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed without independent verification (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents and (v) the power and authority of all persons other than the Registrants signing such documents to execute, deliver and perform such documents, and the valid authorization, execution and delivery of such documents by such other persons. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers or other representatives of the Registrants and others.

We are admitted to practice before the bar in the Commonwealth of Pennsylvania and in the States of Delaware and New York, and we do not express any opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America to the extent referred to specifically herein. The Offered Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including applicable rules

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and regulations, and the facts in effect on the date hereof. We assume no obligation to update this opinion.

Based upon and subject to the foregoing, and assuming that (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws; (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Offered Securities are offered or issued as contemplated by the Registration Statement; (iii) a Form T-1 of the trustee under the Indenture with respect to the Offered Securities to be offered has been duly filed with the Commission, and such trustee has been duly qualified in accordance with applicable requirements, under the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the respective rules and registrations thereunder; (iv) a prospectus supplement will have been prepared and filed with the Commission in accordance with the Securities Act and applicable rules and regulations thereunder describing the Offered Securities offered thereby and will comply with all applicable laws; (v) all Offered Securities will be issued and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (vi) none of the terms of any Offered Security to be established subsequent to the date hereof, nor the issuance and delivery of such Offered Security, nor the compliance by the Company with the terms of such Offered Security, will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company; (vii) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Offered Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (viii) any Offered Securities issuable upon conversion, exchange, or exercise of any Offered Security being offered or issued will be duly authorized, created, and, if appropriate, reserved for issuance upon such conversion, exchange, or exercise, we are of the opinion that:

1. The form of Senior Debt Indenture filed as an exhibit to the Registration Statement (the “Toll Senior Debt Indenture”) has been duly authorized by the Toll Board. The Toll Senior Debt Indenture and each other Indenture in the form of the Senior Debt Indenture, as modified in accordance with duly adopted resolutions of the Toll Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the Toll Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by Toll, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against Toll, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

2. The form of Senior Debt Indenture filed as an exhibit to the Registration Statement (the “TFC Senior Debt Indenture”) has been duly authorized by the TFC Board. The TFC Senior Debt Indenture and each other Indenture in the form of the Senior Debt Indenture, as modified in accordance with duly adopted resolutions of the TFC Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the TFC Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by TFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against TFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

3. The form of Senior Debt Indenture filed as an exhibit to the Registration Statement (the “TBFC Senior Debt Indenture”) has been duly authorized by the TBFC Board. The TBFC Senior Debt Indenture and each other Indenture in the form of the Senior Debt Indenture, as modified in accordance with duly adopted resolutions of the TBFC Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the TBFC Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by TBFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against TBFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent

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that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

4. The form of Senior Debt Indenture filed as an exhibit to the Registration Statement (the “FHFC Senior Debt Indenture”) has been duly authorized by the FHFC Board. The FHFC Senior Debt Indenture and each other Indenture in the form of the Senior Debt Indenture, as modified in accordance with duly adopted resolutions of the FHFC Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the FHFC Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by FHFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against FHFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

5. The form of Subordinated Debt Indenture filed as an exhibit to the Registration Statement (the “Toll Subordinated Debt Indenture”) has been duly authorized by the Toll Board. The Toll Subordinated Debt Indenture and each other Indenture in the form of the Subordinated Debt Indenture, as modified in accordance with duly adopted resolutions of the Toll Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the Toll Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by Toll, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against Toll, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

6. The form of Subordinated Debt Indenture filed as an exhibit to the Registration Statement (the “TFC Subordinated Debt Indenture”) has been duly authorized by the TFC Board. The TFC Subordinated Debt Indenture and each other Indenture in the form of the Subordinated Debt Indenture, as modified in accordance with duly adopted resolutions of the TFC Board, the

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Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the TFC Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by TFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against TFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

7. The form of Subordinated Debt Indenture filed as an exhibit to the Registration Statement (the “TBFC Subordinated Debt Indenture”) has been duly authorized by the TBFC Board. The TBFC Subordinated Debt Indenture and each other Indenture in the form of the Subordinated Debt Indenture, as modified in accordance with duly adopted resolutions of the TBFC Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the TBFC Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by TBFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against TBFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

8. The form of Subordinated Debt Indenture filed as an exhibit to the Registration Statement (the “FHFC Subordinated Debt Indenture”) has been duly authorized by the FHFC Board. The FHFC Subordinated Debt Indenture and each other Indenture in the form of the Subordinated Debt Indenture, as modified in accordance with duly adopted resolutions of the FHFC Board, the Company Board and the Board of Directors of each additional issuer, if any, of Guarantees to which such Indenture relates (in each case, including any appropriate committee appointed thereby) to reflect the additional terms applicable to the FHFC Debt Securities and Guarantees to which such Indenture relates, when executed and delivered by FHFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, will be a valid and binding agreement, enforceable against FHFC, the Company and each additional issuer, if any, of Guarantees to which such Indenture relates, in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

9. With respect to any series of Debt Securities and the related Guarantees, if any, (collectively, the “Offered Debt Securities”), when (i) if the Offered Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with

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respect to the Offered Debt Securities (the “Debt Underwriting Agreement”) has been duly authorized, executed and delivered by the issuer of the applicable Debt Securities, the Company and the other parties thereto; (ii) if the Offered Debt Securities are to be sold on an agency basis, the distribution agreement with respect to the Offered Debt Securities (the “Debt Distribution Agreement”) has been duly authorized, executed and delivered by the issuer of the applicable Debt Securities, the Company and the other parties thereto; (iii) the Board of Directors of the issuer of the applicable Debt Securities, the Company Board and the Board of Directors of each additional issuer, if any, of related Guarantees of the applicable Debt Securities, including in each case any appropriate committee appointed thereby, and the appropriate officers of the issuer of the applicable Debt Securities, the Company and each additional issuer, if any, of related Guarantees of the applicable Debt Securities have taken all necessary corporate action to approve the issuance and terms of the Offered Debt Securities and related matters; (iv) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture relating thereto so as not to violate any applicable law, the charter documents of the issuer of the applicable Debt Securities, the Company or any additional issuer of related Guarantees of the applicable Debt Securities or result in a default under or breach of any agreement or instrument binding upon the issuer of the applicable Debt Securities, the Company or any additional issuer of related Guarantees of the applicable Debt Securities and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the issuer of the applicable Debt Securities, the Company or any additional issuer of related Guarantees of the applicable Debt Securities; (v) the applicable Indenture has been duly executed and delivered by the issuer of the applicable Debt Securities, the Company , each additional issuer, if any of related Guarantees of the applicable Debt Securities and the Trustee thereunder; and (vi) the Offered Debt Securities have been duly executed and authenticated in accordance with the provisions of the applicable Indenture and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Offered Debt Securities, when issued and sold in accordance with the applicable Indenture and the related Debt Underwriting Agreement or Debt Distribution Agreement, if any, or any other duly authorized, executed and delivered applicable purchase agreement, will be valid and binding obligations of the issuer of the applicable Debt Securities, the Company and each additional issuer, if any, of related Guarantees of the applicable Debt Securities, enforceable against the issuer of the applicable Debt Securities, the Company and each additional issuer, if any, of related Guarantees of the applicable Debt Securities, in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

We note that, as of the date hereof, a judgment for money in an action based on an Offered Debt Security denominated in a foreign currency, currency unit or composite currency in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency, currency unit or composite currency in which a particular Offered Debt Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment.

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10. With respect to any shares of Common Stock (the “Offered Common Stock”), when (i) if the Offered Common Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Stock (the “Common Stock Underwriting Agreement”) has been duly authorized, executed and delivered by the Company and the other parties thereto; (ii) if the Offered Common Stock is to be sold on an agency basis, the distribution agreement with respect to the Offered Common Stock (the “Common Stock Distribution Agreement”) has been duly authorized, executed and delivered by the Company and the other parties thereto; (iii) the Company Board, including any appropriate committee appointed thereby, the Company’s stockholders, if necessary, and the appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of issuance of the shares of Offered Common Stock in conformity with the Company’s Certificate of Incorporation and Bylaws, so as not to violate any applicable law, the Company’s Certificate of Incorporation or Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iv) certificates representing the shares of the Offered Common Stock are duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor, the shares of the Offered Common Stock, when issued and sold in accordance with the related Common Stock Underwriting Agreement or Common Stock Distribution Agreement, if any, or any other duly authorized, executed and delivered applicable purchase agreement, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof.

11. With respect to the shares of any series of Preferred Stock (the “Offered Preferred Stock”), when (i) if the Offered Preferred Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the shares of the Offered Preferred Stock (the “Preferred Stock Underwriting Agreement”) has been duly authorized, executed and delivered by the Company and the other parties thereto; (ii) if the Offered Preferred Stock is to be sold on an agency basis, the distribution agreement with respect to the Offered Preferred Stock (the “Preferred Stock Distribution Agreement”) has been duly authorized, executed and delivered by the Company and the other parties thereto; (iii) the Company Board, including any appropriate committee appointed thereby, the Company’s stockholders, if necessary, and the appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the shares of the Offered Preferred Stock and related matters, including the adoption of a certificate of designations for the Offered Preferred Stock in the form required by applicable law (the “Certificate of Designations”); (iv) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware has duly occurred; (v) the terms of the Offered Preferred Stock and of their issuance and sale have been duly established in conformity with the Company’s Certificate of Incorporation, the Certificate of Designations and the Company’s Bylaws, so as not to violate any applicable law, the Company’s Certificate of Incorporation, the Certificate of Designations or the Company’s Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) certificates representing the shares of the Offered Preferred Stock are duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor, the shares of the Offered Preferred Stock, when issued and sold in accordance with the related Preferred Stock Underwriting

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Agreement or Preferred Stock Distribution Agreement, if any, or any other duly authorized, executed and delivered applicable purchase agreement, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof.

12. With respect to any Debt Warrants (the “Offered Debt Warrants”), when (i) if the Offered Debt Warrants are to be sold pursuant to a firm commitment underwritten offering, the Debt Underwriting Agreement with respect to the Offered Debt Warrants has been duly authorized, executed and delivered by the issuer of the Debt Securities to which the Offered Debt Warrants relate, the Company and the other parties thereto; (ii) if the Offered Debt Warrants are to be sold on an agency basis, the distribution agreement with respect to the Offered Debt Warrants (the “Debt Warrant Distribution Agreement”) has been duly authorized, executed and delivered by the issuer of the Debt Securities to which the Offered Debt Warrants relate, the Company and the other parties thereto; (iii) the Board of Directors of the issuer of the Debt Securities to which the Offered Debt Warrants relate and the Company Board, including in each case any appropriate committee appointed thereby, the Company’s stockholders, if necessary, and appropriate officers of the issuer of the Debt Securities to which the Offered Debt Warrants relate and the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Debt Warrants and related matters; (iv) the terms of the Offered Debt Warrants and of their issuance and sale have been duly established in conformity with the Debt Warrant Agreement so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws of the issuer of the Debt Securities to which the Offered Debt Warrants relate or the Company or result in a default under or breach of any agreement or instrument binding upon the issuer of the Debt Securities to which the Offered Debt Warrants relate or the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the issuer of the Debt Securities to which the Offered Debt Warrants relate or the Company; (v) the Debt Warrant Agreement has been duly authorized, executed and delivered by the issuer of the Debt Securities to which the Offered Debt Warrants relate and the Company to the Debt Warrant Agent; (vi) the Debt Warrant Agreement has been duly authorized, delivered and executed by the Debt Warrant Agent; and (vii) the Offered Debt Warrants have been duly executed and authenticated in accordance with the provisions of the Debt Warrant Agreement and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Offered Debt Warrants, when issued and sold in accordance with the Debt Warrant Agreement and the related Debt Underwriting Agreement or Debt Warrant Distribution Agreement, if any, or any other duly authorized, executed and delivered applicable purchase agreement, will be valid and binding obligations of the issuer of the Debt Securities to which the Offered Debt Warrants relate and the Company, enforceable against the issuer of the Debt Securities to which the offered Debt Warrants relate and the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

We note that, as of the date hereof, a judgment for money in an action based on a Debt Warrant to purchase a Debt Security denominated in a foreign currency, currency unit or

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composite currency in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency, currency unit or composite currency in which a particular Debt Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment.

13. With respect to any Common Stock Warrants (the “Offered Common Stock Warrants”), when (i) if the Offered Common Stock Warrants are to be sold pursuant to a firm commitment underwritten offering, the Common Stock Underwriting Agreement with respect to the Offered Common Stock Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; (ii) if the Offered Common Stock Warrants are to be sold on an agency basis, the distribution agreement with respect to the Offered Common Stock Warrants (the “Common Stock Warrant Distribution Agreement”) has been duly authorized, executed and delivered by the Company and the other parties thereto; (iii) the Company Board, including any appropriate committee appointed thereby, the Company’s stockholders, if necessary, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Common Stock Warrants and related matters; (iv) the terms of the Offered Common Stock Warrants and of their issuance and sale have been duly established in conformity with the Common Stock Warrant Agreement so as not to violate any applicable law, the Company’s Certificate of Incorporation or Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) the Common Stock Warrant Agreement has been duly authorized, executed and delivered by the Company to the Common Stock Warrant Agent; (vi) the Common Stock Warrant Agreement has been duly authorized, executed and delivered by the Common Stock Warrant Agent; and (vii) the Offered Common Stock Warrants have been duly executed and authenticated in accordance with the provisions of the Common Stock Warrant Agreement and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Offered Common Stock Warrants, when issued and sold in accordance with the Common Stock Warrant Agreement and the related Common Stock Underwriting Agreement or Common Stock Warrant Distribution Agreement, if any, or any other duly authorized, executed and delivered applicable purchase agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), provided that the per share consideration payable upon the exercise of the Offered Common Stock Warrants is not less than the par value of the Common Stock.

14. With respect to any Preferred Stock Warrants (the “Offered Preferred Stock Warrants”), when (i) if the Offered Preferred Stock Warrants are to be sold pursuant to a firm commitment underwritten offering, the Preferred Stock Underwriting Agreement with respect to the Offered Preferred Stock Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; (ii) if the Offered Preferred Stock Warrants are to be sold on an agency basis, the distribution agreement with respect to the Offered Preferred Stock Warrants (the “Preferred Stock Warrant Distribution Agreement”) has been duly authorized,

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executed and delivered by the Company and the other parties thereto; (iii) the Company Board, including any appropriate committee appointed thereby, the Company’s stockholders, if necessary, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Preferred Stock Warrants and related matters; (iv) the terms of the Offered Preferred Stock Warrants and of their issuance and sale have been duly established in conformity with the Preferred Stock Warrant Agreement so as not to violate any applicable law, the Company’s Certificate of Incorporation or Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) the Preferred Stock Warrant Agreement has been duly authorized, executed and delivered by the Company to the Preferred Stock Warrant Agent; (vi) the Preferred Stock Warrant Agreement has been duly authorized, executed and delivered by the Preferred Stock Warrant Agent; and (vii) the Offered Preferred Stock Warrants have been duly executed and authenticated in accordance with the provisions of the Preferred Stock Warrant Agreement and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Offered Preferred Stock Warrants, when issued and sold in accordance with the Preferred Stock Warrant Agreement and the related Preferred Stock Underwriting Agreement or Preferred Stock Warrant Distribution Agreement, if any, or any other duly authorized, executed and delivered applicable purchase agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), provided that the per share consideration payable upon the exercise of the Offered Preferred Stock Warrants is not less than the par value of the Preferred Stock.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

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Exhibit 12

Statement Regarding Computation of Ratios of Earnings to Fixed Charges


	Twelve months ended October 31,										Nine months ended July 31,
	2003		2004		2005		2006		2007		2007		2008

Earnings:
Income (loss) before income taxes	$	411,153	$	647,432	$	806,110	$	1,126,616	$	70,680	$	191,739	$	(360,761	)
Interest expense		74,086		94,324		126,221		122,473		102,652		76,258		67,340
Rent expense		1,972		2,417		3,923		4,377		4,252		2,731		3,028
Amortization		2,689		1,085		1,079		1,096		1,102		825		965

	$	489,900	$	745,258	$	937,333	$	1,254,562	$	178,686	$	271,553	$	(289,428	)


Fixed charges:
Homebuilding
Interest incurred	$	104,763	$	113,452	$	115,439	$	141,266	$	136,758	$	102,702	$	93,205
Rent expense		1,972		2,417		3,923		4,377		4,252		2,731		3,028
Amortization		2,689		1,085		1,079		1,096		1,102		825		965

	$	109,424	$	116,954	$	120,441	$	146,739	$	142,112	$	106,258	$	97,198


Ratio		4.48		6.37		7.78		8.55		1.26		2.56		(a	)


(a)		Due the Company’s reported loss before income taxes for the nine-month period ended July 31, 2008, the ratio of earnings to fixed charges is not calculable.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp., Toll Finance Corp., and the additional registrants named therein, for the registration of common stock, preferred stock, warrants and guarantees of debt securities and to the incorporation by reference therein of our reports dated December 20, 2007, with respect to the consolidated financial statements of Toll Brothers, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of Toll Brothers, Inc., included in its Annual Report (Form 10-K) for the year ended October 31, 2007, filed with the Securities and Exchange Commission.



	/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
October 24, 2008