Exhibit 4.1
AUTHORIZING RESOLUTIONS
These Authorizing Resolutions relate to $250,000,000 aggregate principal amount of 6.750%
Senior Notes due 2019 to be issued in accordance with the indenture dated as April 20, 2009 (as
amended and supplemented, the
Indenture
) among Toll Brothers Finance Corp. (the
Issuer
), Toll Brothers, Inc. (the
Company
) and the other Guarantors and The
Bank of New York Mellon, as trustee (the
Trustee
). Capitalized terms not otherwise
defined herein but used below shall have the meanings given to them in the Indenture.
PARAGRAPH 1. The title of the senior notes (the
Notes
) shall be 6.750% Senior
Notes due 2019 (the
Notes
).
PARAGRAPH 2. The aggregate principal amount at maturity of the Notes which shall be
authenticated and delivered under the Indenture, shall be $250,000,000 (except for any Notes
authenticated and delivered upon registration of the transfer of, or in exchange for, or in lieu of
other Notes pursuant to the terms of the Indenture);
provided
,
however
, that the
Notes may be reopened for issuances of an unlimited amount of additional Notes at any time in
accordance with the terms of the Indenture. The Notes will be issued only in fully registered form
without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
PARAGRAPH 3. The principal amount of the Notes is due and payable in full on November 1,
2019, subject to earlier redemption as referred to in the Indenture.
PARAGRAPH 4. Interest on the Notes shall accrue at a rate of 6.750% per annum (computed on
the basis of a 360-day year of twelve 30-day months), from September 22, 2009 to maturity or early
redemption; and interest will be payable semiannually in arrears on May 1 and November 1 of each
year, commencing on May 1, 2010, to the Holders in whose names such Notes are registered at the
close of business on April 15 and October 15, as the case may be, preceding such interest payment
date
PARAGRAPH 5. The Issuer may, at its option, redeem the Notes, in whole at any time or in part
from time to time, providing notice pursuant to Section 3.03 of the Indenture, at a redemption
price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b)
the sum of the present values of the Remaining Scheduled Payments (as defined below) on the Notes
being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis,
at the Treasury Rate plus 50 basis points (0.50%). The Issuer will also accrue interest on the
Notes to the date of redemption. In determining the redemption price and accrued interest,
interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
If money sufficient to pay the redemption price of and accrued interest on the Notes to be
redeemed is deposited with the Trustee on or before the redemption date, on and after the
redemption date interest will cease to accrue on the Notes (or such portions thereof) called for
redemption and such Notes will cease to be outstanding.
As used in this Paragraph 5, the following terms shall have the respective meanings set forth
below:
Comparable Treasury Issue
means the United States Treasury security selected by
the Reference Treasury Dealer as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.
Comparable Treasury Price
means, with respect to any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated Composite 3:30 p.m.
Quotations for U.S. Government Securities or (2) if such release (or any successor
release) is not published or does not contain such price on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of
all such quotations.
Reference Treasury Dealer
means (A) Banc of America Securities LLC, J.P. Morgan
Securities Inc. or Citigroup Global Markets Inc. (or their respective affiliates that are
Primary Treasury Dealers (as defined below)), and any successor; provided, however, that if
any of the foregoing shall cease to be a primary U.S. government securities dealer in New
York City (a
Primary Treasury Dealer
), the Issuer will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by
the Issuer.
Reference Treasury Dealer Quotations
means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
Remaining Scheduled Payments
means, with respect to any Note, the remaining
scheduled payments of the principal thereof to be redeemed and interest thereon that would
be due after the related redemption date but for such redemption;
provided, however, that if such redemption date is not an interest payment date with
respect to such Note, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to such redemption date.
Treasury Rate
means, with respect to any redemption date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.
PARAGRAPH 6. If a Change of Control Repurchase Event occurs, unless the Issuer has previously
exercised its right to redeem the Notes as described above, the Issuer will make an offer to each
Holder of Notes to repurchase all or any part (in amounts of $2,000 or in integral multiples of
$1,000 in excess thereof) of that Holders Notes at a repurchase price in cash equal to 101% of the
aggregate principal amount of repurchased Notes plus any accrued and unpaid interest on the
repurchased Notes to the date of purchase. Within 30 days following any Change of Control
Repurchase Event or, at the Issuers option, prior to any Change of Control, but after the public
announcement of the Change of Control, the Issuer will mail a notice to each Holder, with a copy to
the Trustee, describing the transaction or transactions that constitute or may constitute the
Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified
in the notice, which date will be no earlier than 30 days and no later than 60 days from the date
such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change
of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase
Event occurring on or prior to the payment date specified in the notice. The Issuer will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations under the Exchange Act to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To
the extent that the provisions of any securities laws or regulations conflict with the Change of
Control Repurchase Event provisions herein, the Issuer will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under the Change of
Control Repurchase Event provisions herein by virtue of such conflict.
On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:
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accept for payment all Notes or portions of Notes properly tendered pursuant to the
Issuers offer;
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deposit with the Paying Agent an amount equal to the aggregate purchase price in
respect of all Notes or portions of Notes properly tendered; and
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deliver or cause to be delivered to the Trustee the Notes properly accepted, together
with an Officers Certificate stating the aggregate principal amount of Notes being
purchased by the Issuer.
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The Paying Agent will promptly mail to each Holder of properly tendered Notes the purchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided that each new Note will be in a principal amount of
$2,000 or an integral multiple of $1,000 in excess thereof.
The Issuer will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Issuer and such third party
purchases all Notes properly tendered and not withdrawn under its offer.
As used in this paragraph 6, the following terms shall have the respective meanings set forth
below:
Below Investment Grade Rating Event
means the Notes are rated below Investment
Grade (defined below) by all three Rating Agencies on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of a Change of Control (which
period shall be extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either of the Rating Agencies); provided that a
Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction
in rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the
definition of Change of Control Repurchase Event) if the Rating Agencies making the
reduction in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at the Companys request that the
reduction was the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control shall have occurred at the time of the Below Investment
Grade Rating Event).
Change of Control
means the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any person (as that
term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner,
directly or indirectly, of more than 50% of the Companys Voting Stock (defined below),
measured by voting power rather than number of shares. Notwithstanding the foregoing, a
transaction will not be deemed to involve a Change of Control if (1) the Company becomes a
wholly owned subsidiary of a holding company and (2) the holders of the Voting Stock of
such holding company immediately following that transaction are substantially the same as
the holders of the Companys Voting Stock immediately prior to that transaction.
Change of Control Repurchase Event
means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event.
Fitch
means Fitch Ratings, Ltd., a division of Fitch Inc.
Investment Grade
means a rating of Baa3 or better by Moodys (or its equivalent
under any successor rating categories of Moodys); a rating of BBB- or better by Fitch (or
its equivalent under any successor rating categories of Fitch); a rating of BBB- or better
by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent
Investment Grade credit rating from any additional Rating Agency or Rating Agencies
selected by the Company.
Rating Agency
means (1) each of Moodys, Fitch and S&P; and (2) if any of
Moodys, Fitch or S&P ceases to rate the Senior Notes or fails to make a rating of the
Senior Notes publicly available (for reasons outside of our control), a nationally
recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, selected by the Company (as certified by a resolution of our board
of directors) as a replacement agency for Moodys, Fitch or S&P, or all three, as the case
may be.
Moodys
means Moodys Investor Services, Inc.
S&P
means Standard & Poors Ratings Services, a division of The McGraw-Hill
Companies, Inc.
Voting Stock
of any specified person (as that term is used in Section 13(d)(3)
of the Exchange Act) as of any date means the capital stock of such person that is at the
time entitled to vote generally in the election of the board of directors of such person.
PARAGRAPH 7. Principal of and interest on the Notes shall be payable in accordance with
Section 1 and 2 of the Notes.
PARAGRAPH 8. The Notes shall not be convertible into the Issuers or any of the Guarantors
common stock.
PARAGRAPH 9. Neither the Notes nor the Guarantees shall be secured.
PARAGRAPH 10. As used in the Indenture, the following terms shall have the respective
meanings set forth below:
Attributable Debt
means, in respect of a Sale and Lease-back Transaction, the
present value (discounted at the weighted average effective interest cost per annum of the
outstanding senior notes of all series issued by the Issuer, compounded semiannually) of
the obligation of the lessee for rental payments during the remaining term of the lease
included in such transaction, including any period for which such lease has been extended
or may, at the option of the lessor,
be extended or, if earlier, until the earliest date on which the lessee may terminate such
lease upon payment of a penalty (in which case the obligation of the lessee for rental
payments shall include such penalty), after excluding all amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water and utility rates
and similar charges.
Consolidated Net Tangible Assets
means the total amount of assets which would be
included on a combined balance sheet of the Issuer, the Company and the other Guarantors
under accounting principles generally accepted in the United States (less applicable
reserves and other properly deductible items) after deducting therefrom: (1) all short-term
liabilities, except for liabilities payable by their terms more than one year from the date
of determination (or renewable or extendible at the option of the obligor for a period
ending more than one year after such date) and liabilities in respect of retiree benefits
other than pensions for which the Restricted Subsidiaries are required to accrue pursuant
to Statement of Financial Accounting Standards No. 106; (2) investments in subsidiaries
that are not Restricted Subsidiaries; and (3) all goodwill, trade names, trademarks,
patents, unamortized debt discount, unamortized expense incurred in the issuance of debt
and other tangible assets.
Existing Indentures
means (1) the Indenture dated as of November 22, 2002, among
the Issuer, the guarantors named therein and The Bank of New York Mellon (as successor to
J.P. Morgan Trust Company, National Association), as trustee, as amended and supplemented
by the First Supplemental Indenture through the Seventeenth Supplemental Indenture and as
may be further amended and supplemented and (2) the Indenture dated as of April 20, 2009,
among Toll Brothers Finance, the guarantors named therein and The Bank of New York Mellon,
as trustee, as amended and supplemented by the resolutions dated as of April 20, 2009
authorizing the 8.910% Senior Notes due 2017.
Sale and Lease-back Transaction
means a sale or transfer made by the Issuer, the
Company or a Restricted Subsidiary (except a sale or transfer made to the Issuer, the
Company or another Restricted Subsidiary) of any property which is either (a) a
manufacturing facility, office building or warehouse whose book value equals or exceeds 1%
of Consolidated Net Tangible Assets as of the date of determination or (b) another property
(not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the
date of determination, if such sale or transfer is made with the agreement, commitment or
intention of leasing such property to the Issuer, the Company or a Restricted Subsidiary
for more than a three-year term.
Secured Debt
means any Indebtedness which is secured by (i) a Security Interest
in any of the property of the Issuer, the Company or any Restricted Subsidiary or (ii) a
Security Interest in shares of stock owned directly or indirectly by the Issuer, the
Company or a Restricted Subsidiary in a corporation or in equity interests owned by the
Issuer, the Company or a Restricted Subsidiary in a
partnership or other entity not organized as a corporation or in the Companys rights or
the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation,
partnership or other entity in which the Issuer, the Company or a Restricted Subsidiary has
an equity interest; provided that Secured Debt shall not include Non-Recourse
Indebtedness, as such categories of assets are determined in accordance with accounting
principles generally accepted in the United States. The securing in the foregoing manner of
any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed
to be the creation of Secured Debt at the time security is given.
Security Interests
means any mortgage, pledge, lien, encumbrance or other
security interest which secures the payment or performance of an obligation.
PARAGRAPH 11. The Notes shall be entitled to the benefit of each of the covenants in Article
4 of the Indenture and each of the following additional covenants (each of which is deemed to be a
provision of the Indenture and, when referred to as a provision of the Indenture, shall be
identified by reference to the Section number which is set forth immediately preceding such
covenant):
Section 4.06. Restrictions on Secured Debt.
The Issuer and the Company shall not, and shall not cause or permit a Restricted Subsidiary
to, create, incur, assume, or guarantee any Secured Debt unless the Notes will be secured equally
and ratably with (or prior to) such Secured Debt; provided, however, that this Section 4.06 does
not prohibit the creation, incurrence, assumption or guarantee of Secured Debt which is secured by:
(1) Security Interests in model homes, homes held for sale, homes that are under
contract for sale, contracts for the sale of homes, land (improved or unimproved),
manufacturing plants, warehouses or office buildings and fixtures and equipment located
thereat or thereon;
(2) Security Interests in property at the time of its acquisition by the Issuer, the
Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security
Interests secure obligations assumed by the Issuer, the Company or a Restricted Subsidiary,
or in the property of a corporation or other entity at the time it is merged into or
consolidated with the Issuer, the Company or a Restricted Subsidiary (other than Secured
Debt created in contemplation of the acquisition of such property or the consummation of
such a merger or where the Security Interest attaches to or affects the property of the
Issuer, the Company or a Restricted Subsidiary prior to such transaction);
(3) Security Interests arising from conditional sales agreements or title retention
agreements with respect to property acquired by the Issuer, the Company or a Restricted
Subsidiary;
(4) Security Interests incurred in connection with pollution control, industrial
revenue, water, sewage or any similar item; and
(5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the
Issuer, the Company or to another Restricted Subsidiary that is wholly-owned (directly or
indirectly) by the Company or Security Interests securing the Issuers Indebtedness owing
to a Guarantor.
Additionally, such permitted Secured Debt includes any amendment, restatement, supplement,
renewal, replacement, extension or refunding, in whole or in part, of Secured Debt permitted at the
time of the original incurrence thereof.
In addition, the Issuer and the Guarantors may create, incur, assume or guarantee Secured
Debt, without equally and ratably securing the Notes, if immediately thereafter the sum of (1) the
aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under
clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been equally
and ratably secured) and (2) all Attributable Debt in respect of Sale and Lease-back Transactions
(excluding Attributable Debt in respect of Sale and Lease-back Transactions as to which the
provisions of clauses (1) through (3) of Section 4.07
Restrictions on Sale and Lease-back
Transactions
have been complied with) as of the date of determination would not exceed 20% of
Consolidated Net Tangible Assets.
The provisions of this Section 4.06 with respect to limitations on Secured Debt are not
applicable to Non-Recourse Indebtedness and will not restrict or limit the Issuers or any
Guarantors ability to create, incur, assume or guarantee any unsecured Indebtedness, or the
ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or
guarantee any secured or unsecured Indebtedness.
Section 4.07. Restrictions on Sale and Lease-back Transactions.
The Issuer and the Company shall not, and shall not permit a Restricted Subsidiary to, enter
into any Sale and Lease-back Transaction, unless:
(1) notice is promptly given to the Trustee of the Sale and Lease-back Transaction;
(2) fair value is received by the Issuer, the Company or the relevant Restricted
Subsidiary for the property sold (as determined in good faith by the Company communicated
in writing to the Trustee); and
(3) the Issuer, the Company or a Restricted Subsidiary, within 365 days after the
completion of the Sale and Lease-back Transaction, applies, or enters into a definitive
agreement to apply within such 365-day period, an amount equal to the net proceeds of such
Sale and Lease-back Transaction (x) to the redemption, repayment or retirement of (a)
Securities of any Series under the Existing
Indentures (including the cancellation by the Trustee of any securities of any series
delivered by the Issuer to the Trustee), (b) Indebtedness of the Issuer that ranks equally
with the Notes or (c) Indebtedness of any Guarantor that ranks equally with the Guarantee
of such Guarantor, and/or (y) to the purchase by the Issuer, the Company or any Restricted
Subsidiary of property used in their respective trade or businesses.
This Section 4.07 will not apply to a Sale and Lease-back Transaction that relates to a sale
of a property that occurs within 180 days from the later of (x) the date of acquisition of the
property by the Issuer, the Company or a Restricted Subsidiary, (y) the date of the completion of
construction of that property or (z) the date of commencement of full operations on that property.
In addition, the Issuer and the Guarantors may, without complying with the above restrictions,
enter into a Sale and Lease-back Transaction if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses
(1) through (5) described in Section 4.06
Restrictions on Secured Debt
and any Secured Debt in
relation to which the Notes have been equally and ratably secured) and (2) all Attributable Debt in
respect of Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale and
Lease-back Transactions as to which the provisions of clauses (1) through (3) of this Section 4.07
have been complied with) as of the date of determination would not exceed 20% of Consolidated Net
Tangible Assets.
PARAGRAPH 12. Except as otherwise indicated, each reference herein to a Paragraph shall
refer to a Paragraph hereof, and each reference herein to a Section shall refer to a Section of
the Indenture.
Exhibit 4.2
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 SUCCESSORS NOMINEE.
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No. 1
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Principal Amount $250,000,000
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CUSIP No.: 88947EAJ9
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6.750% Senior Notes due 2019
TOLL BROTHERS FINANCE CORP.,
a Delaware corporation,
promises to pay to CEDE & CO., or registered assigns, the principal sum of $250,000,000 (TWO
HUNDRED FIFTY MILLION DOLLARS) on November 1, 2019.
6.750% Senior Notes due 2019
Interest Payment Dates: May 1 and November 1, commencing May 1, 2010
Record Dates: April 15 and October 15
Authenticated:
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Dated: September 22, 2009
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TOLL BROTHERS FINANCE CORP.
[Seal]
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By
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Title:
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By
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Title:
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THE BANK OF NEW YORK MELLON, as Trustee, certifies that this is one of the Notes referred to in the
within mentioned Indenture.
2
TOLL BROTHERS FINANCE CORP.
6.750% Senior Notes due 2019
1. Interest.
TOLL BROTHERS FINANCE CORP. (the Issuer), a Delaware corporation, promises to pay interest
on the principal amount of this Note at the rate per annum shown above. The Issuer will pay
interest semiannually on May 1 and November 1 of each year, commencing on May 1, 2010, until the
principal is paid or made available for payment. Interest on the Notes 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 September 22, 2009, provided that, if there is no existing Default in the payment of interest
and if this Note 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 Notes (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 Notes at the close of business on the
April 15 or October 15 immediately preceding the interest payment date (capitalized terms not
defined herein have the meanings given to those terms in the Indenture). Payments of principal and
interest in respect of the Notes may be made, at the Issuers option, at the office or agency
maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York or by
wire transfer of immediately available funds to the accounts specified by The Depository Trust
Company or any successor depository;
provided
,
however
, that payments of interest
may be made at the Issuers option by check mailed at the address of the Holders or by transfer to
an account maintained by the payee with a bank located in the United States. Holders must
surrender Notes 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 Bank of New York Mellon (the Trustee) will act as Paying Agent and Registrar.
The Issuer may change or appoint any Paying Agent, Registrar or co-Registrar without notice. Toll
Brothers, Inc. (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 Notes under an Indenture dated as of April 20, 2009, as amended and
supplemented (the Indenture), among the Issuer, the Company, the other Guarantors and the
Trustee. The terms of the Notes and the Guarantee include those stated in the Indenture and those
made part of the Indenture, including those terms set forth in the Authorizing Resolutions
pertaining to the Securities of the Series of which this Note is a part (the Authorizing
3
Resolutions) 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 Notes 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. Requests may be made to: Toll Brothers
Finance Corp., c/o Toll Brothers, Inc., 250 Gibraltar Road, Horsham, Pennsylvania 19044, Attention:
Chief Financial Officer.
5. Optional Redemption.
The Issuer may, at its option, redeem the Notes, in whole at any time or in part from time to
time, on at least 30 but not more than 60 days prior notice at a redemption price equal to the
greater of
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100% of the principal amount of the Notes to be redeemed; and
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the sum of the present values of the Remaining Scheduled Payments on the Notes being
redeemed on the redemption date, discounted to the date of redemption, on a semiannual
basis, at the Treasury Rate plus 50 basis points (0.50%).
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The Issuer will also accrue interest on the Notes to the date of redemption. In determining
the redemption price and accrued interest, interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
If money sufficient to pay the redemption price of and accrued interest on the Notes to be
redeemed is deposited with the Trustee on or before the redemption date, on and after the
redemption date interest will cease to accrue on the Notes (or such portions thereof) called for
redemption and such Notes (or such portions thereof) will cease to be outstanding.
6. Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs, unless the Issuer has previously exercised its
right to redeem the Notes as described above, the Issuer will make an offer to each Holder of Notes
to repurchase all or any part (in amounts of $2,000 or in integral multiples of $1,000 in excess
thereof) of that Holders Notes at a repurchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased
to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the
Issuers option, prior to any Change of Control, but after the public announcement of the Change of
Control, the Issuer will mail a notice to each Holder, with a copy to the Trustee, describing the
transaction or transactions that constitute or may constitute the Change of Control Repurchase
Event and offering to repurchase Notes on the payment date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The
notice shall, if mailed prior to the date of consummation of the Change of Control, state that the
offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to
the payment date specified in the notice. The Issuer will comply with the requirements of Rule
14e-1 under the Exchange Act and any other
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securities laws and regulations under the Exchange Act to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a result of a Change
of Control Repurchase Event. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control Repurchase Event provisions herein, the Issuer will
comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under the Change of Control Repurchase Event provisions herein by virtue of such
conflict.
On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:
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accept for payment all Notes or portions of Notes properly tendered pursuant to the
Issuers offer;
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deposit with the Paying Agent an amount equal to the aggregate purchase price in respect
of all Notes or portions of Notes properly tendered; and
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deliver or cause to be delivered to the Trustee the Notes properly accepted, together
with an Officers Certificate stating the aggregate principal amount of Notes being
purchased by the Issuer.
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The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase
price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided that each new Note will be in a principal amount of
$2,000 or an integral multiple of $1,000 in excess thereof.
The Issuer will not be required to make an offer to repurchase the Notes upon a Change of
Control Repurchase Event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Issuer and such third party
purchases all Notes properly tendered and not withdrawn under its offer.
For purposes of the change of control repurchase event, the following terms shall have the
respective meanings set forth below:
Below Investment Grade Rating Event
means the Notes are rated below Investment Grade
(defined below) by all three Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of a Change of Control (which period shall be extended so long as
the rating of the Notes is under publicly announced consideration for possible downgrade by either
of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by
virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event
for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing at the Companys request
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that the reduction was the result, in whole or in part, of any event or circumstance comprised of
or arising as a result of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating
Event).
Change of Control
means the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any person (as that term is
used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly,
of more than 50% of the Companys Voting Stock (defined below), measured by voting power rather
than number of shares. Notwithstanding the foregoing, a transaction will not be deemed to involve
a Change of Control if (1) the Company becomes a wholly owned subsidiary of a holding company and
(2) the holders of the Voting Stock of such holding company immediately following that transaction
are substantially the same as the holders of the Companys Voting Stock immediately prior to that
transaction.
Change of Control Repurchase Event
means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.
Investment Grade
means a rating of Baa3 or better by Moodys (or its equivalent
under any successor rating categories of Moodys); a rating of BBB- or better by Fitch (or its
equivalent under any successor rating categories of Fitch); a rating of BBB- or better by S&P (or
its equivalent under any successor rating categories of S&P); and the equivalent Investment Grade
credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed, if the Notes are listed on a national securities exchange, in accordance with the rules
of such exchange, or if the Notes 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 Notes outstanding and not previously called for redemption. Notes in denominations of $2,000
may only be redeemed in whole. The Trustee may select for redemption portions (equal to $2,000 or
any integral multiple of $1,000 in excess thereof) of the principal of Notes that have
denominations larger than $2,000. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at the
registered address of such Holder. On and after the redemption dates interest ceases to accrue on
the Notes or portions thereof called for redemption, provided that if the Issuer shall default in
the payment of such Notes at the redemption price together with accrued interest, interest shall
continue to accrue at the rate borne by the Notes.
7. Denominations, Transfer, Exchange.
The Notes are in registered form only without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes by presentation of
such Notes to the Registrar or a co-Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Notes 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 Note selected for redemption, except the
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unredeemed part thereof if the Note is redeemed in part, or transfer or exchange any Notes for
a period of 15 days before a selection of Notes to be redeemed.
8. Persons Deemed Owners.
The registered Holder of this Note shall be treated as the owner of it for all purposes.
9. 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.
10. Amendment, Supplement, Waiver.
Subject to certain exceptions, the Indenture, the Guarantee or the Notes 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 Notes and any past default or compliance with any provision relating to
the Notes may be waived in a particular instance with the consent of the Holders of a majority in
principal amount of the outstanding Notes. Without the consent of any Holder, the Issuer may amend
or supplement the Indenture, the Guarantee or the Notes 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 Notes
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 Notes, to
supplement Indenture provisions to permit or facilitate defeasance and discharge of the Notes
(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 Notes, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to create a Series and
establish its terms, to secure any senior notes or Guarantees under the Indenture, 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).
11. Trustee Dealings with Company.
The Bank of New York Mellon, 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.
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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 Notes 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
Note waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Notes.
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 Note shall not be valid until the Trustee signs the certificate of authentication on the
other side of this Note.
15. 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).
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ASSIGNMENT FORM
If you the Holder want to assign this Note, fill in the form below: I or we assign and
transfer this Note to
(Insert assignees social security or tax ID number)
(Print or type assignees name, address, and zip code)
and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may
substitute another to act for him.
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Date:
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Your signature: (Sign exactly as your name
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appears on the other side of this Note)
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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.
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GUARANTEE
The Guarantors listed on Schedule I attached hereto (the Guarantors), have unconditionally
guaranteed, on a senior basis 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 Notes, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal and interest, if any, on the Notes, 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 Notes 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 Persons status as stockholder, partner, member, officer, director,
manager, general partner, employee or incorporator. Each Holder of a Note by accepting a Note
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 Note by accepting a Note agrees that any Guarantor
other than Toll Brothers, Inc. (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 Notes 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.
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TOLL BROTHERS, INC.
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By:
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Title:
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THE GUARANTORS LISTED ON SCHEDULE I, ATTACHED
HERETO
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By:
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Title:
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Schedule I
Toll Brothers, Inc. (DE)
110-112 Third Ave. Realty Corp. (NY)
Amwell Chase, Inc. (DE)
ESE Consultants, Inc. (DE)
Fairway Valley, Inc. (DE)
First Brandywine Investment Corp. II (DE)
First Brandywine Investment Corp. IV (DE)
First Huntingdon Finance Corp. (DE)
Franklin Farms G.P., Inc. (DE)
HQZ Acquisitions, Inc. (MI)
MA Limited Land Corporation (DE)
SH Homes Corporation (MI)
SI Investment Corporation (MI)
TB Proprietary Corp. (DE)
Tenby Hunt, Inc. (DE)
The Silverman Building Companies, Inc. (MI)
Toll Architecture I, P.A. (DE)
Toll Architecture, Inc. (DE)
Toll AZ GP Corp. (DE)
Toll Bay Corp. (DE)
Toll Bros. of Arizona, Inc. (AZ)
Toll Bros. of North Carolina II, Inc. (NC)
Toll Bros. of North Carolina III, Inc. (NC)
Toll Bros. of North Carolina, Inc. (NC)
Toll Bros., Inc. (DE)
Toll Bros., Inc. (PA)
Toll Bros., Inc. (TX)
Toll Brothers AZ Construction Company (AZ)
Toll Brothers Canada USA, Inc. (DE)
Toll Brothers Real Estate, Inc. (PA)
Toll Buckeye Corp. (DE)
Toll CA GP Corp. (CA)
Toll Centennial Corp. (DE)
Toll CO GP Corp. (CO)
Toll Copper Corp. (DE)
Toll Corp. (DE)
Toll Development Company, Inc. (MI)
Toll Diamond Corp. (DE)
Toll Dominion Corp. (DE)
Toll Empire Corp. (DE)
Toll FL GP Corp. (FL)
Toll GA GP Corp. (GA)
Toll Garden Corp. (DE)
Toll Golden Corp. (DE)
Toll Granite Corp. (DE)
Toll Great Lakes Corp. (DE)
Toll Holdings, Inc. (DE)
Toll IL GP Corp. (IL)
Toll Keystone Corp. (DE)
SilvermanToll Limited Partnership (MI)
Somers Chase, L.P. (NY)
Sorrento at Dublin Ranch I LP (CA)
Sorrento at Dublin Ranch III LP (CA)
South Riding, L.P. (VA)
South Riding Amberlea LP (VA)
South Riding Partners Amberlea LP (VA)
South Riding Partners, L.P. (VA)
Southport Landing Limited Partnership (CT)
Springton Pointe, L.P. (PA)
Stone Mill Estates, L.P. (PA)
Swedesford Chase, L.P. (PA)
TBI/Naples Limited Partnership (FL)
TBI/Palm Beach Limited Partnership (FL)
The Bird Estate Limited Partnership (MA)
The Estates at Brooke Manor Limited Partnership (MD)
The Estates at Summit Chase, L.P. (CA)
Toll at Brier Creek Limited Partnership (NC)
Toll at Honey Creek Limited Partnership (MI)
Toll at Westlake, L.P. (NJ)
Toll at Whippoorwill, L.P. (NY)
Toll Brooklyn L.P. (NY)
Toll Bros. of Tennessee, L.P. (TN)
Toll Brothers AZ Limited Partnership (AZ)
Toll CA II, L.P. (CA)
Toll CA III, L.P. (CA)
Toll CA IV, L.P. (CA)
Toll Land Corp. No. 10 (DE)
Toll Land Corp. No. 20 (DE)
Toll Land Corp. No. 43 (DE)
Toll Land Corp. No. 50 (DE)
Toll Land Corp. No. 6 (PA)
Toll Lone Star Corp. (DE)
Toll LTC Successor Corp. (NV)
Toll Manhattan I, Inc. (NY)
Toll MD Builder Corp. (MD)
Toll MI GP Corp. (MI)
Toll Mid-Atlantic LP Company, Inc. (DE)
Toll Mid-Atlantic Note Company, Inc. (DE)
Toll Midwest LP Company, Inc. (DE)
Toll Midwest Note Company, Inc.(DE)
Toll MN GP Corp. (MN)
Toll NC GP Corp. (NC)
Toll NH GP Corp. (NH)
Toll NJ Builder Corp. (NJ)
Toll NJX III Corp. (DE)
Toll NJX IV Corp. (DE)
Toll NJX-I Corp. (DE)
Toll NJX-II Corp. (DE)
Toll Northeast LP Company, Inc. (DE)
Toll Northeast Note Company, Inc. (DE)
Toll Northeast Services, Inc. (DE)
Toll Nutmeg Corp. (DE)
Toll NV GP Corp. (NV)
Toll OH GP Corp. (OH)
Toll Old Line Corp. (DE)
Toll PA Builder Corp. (PA)
Toll PA GP Corp. (PA)
Toll PA II GP Corp. (PA)
Toll PA III GP Corp. (PA)
Toll Palmetto Corp. (DE)
Toll Peppertree, Inc. (NY)
Toll Philmont Corporation (DE)
Toll Plantation Corp. (DE)
Toll Prairie Corp. (DE)
Toll Realty Holdings Corp. I (DE)
Toll Realty Holdings Corp. II (DE)
Toll RI GP Corp. (RI)
Toll Sagebrush Corp. (DE)
Toll SC GP Corp. (SC)
Toll Southeast LP Company, Inc. (DE)
Toll Southeast Note Company, Inc. (DE)
Toll Southwest LP Company, Inc. (DE)
Toll Southwest Note Company, Inc. (DE)
Toll Sunshine Corp. (DE)
Toll Tar Heel Corp. (DE)
Toll TN GP Corp. (TN)
Toll TX GP Corp. (DE)
Toll East Naples Limited Partnership (FL)
Toll Estero Limited Partnership (FL)
Toll FL II Limited Partnership (FL)
Toll FL III Limited Partnership (FL)
Toll FL IV Limited Partnership (FL)
Toll FL Limited Partnership (FL)
Toll FL V Limited Partnership (FL)
Toll FL VI Limited Partnership (FL)
Toll FL VII Limited Partnership (FL)
Toll FL VIII Limited Partnership (FL
Toll Ft. Myers Limited Partnership (FL)
Toll GA LP (GA)
Toll Grove LP (NJ)
Toll Hudson LP (NJ)
Toll IL HWCC, L.P. (IL)
Toll IL II, L.P. (IL)
Toll IL III, L.P. (IL)
Toll IL IV, L.P. (IL)
Toll IL WSB, L.P. (IL)
Toll IL, L.P. (IL)
Toll Jacksonville Limited Partnership (FL)
Toll Land IV Limited Partnership (NJ)
Toll Land IX Limited Partnership (VA)
Toll Land Limited Partnership (CT)
Toll Land V Limited Partnership (NY)
Toll VA GP Corp. (DE)
Toll VA Member Two, Inc. (DE)
Toll WestCoast LP Company, Inc. (DE)
Toll WestCoast Note Company, Inc. (DE)
Toll WV GP Corp. (WV)
Toll YL, Inc. (CA)
Warren Chase, Inc. (DE)
51 N. 8th Street L.P. (NY)
Audubon Ridge, L.P. (PA)
Belmont Land, L.P. (VA)
Binks Estates Limited Partnership (FL)
Blue Bell Country Club, L.P. (PA)
Broad Run Associates, L.P. (PA)
Buckingham Woods, L.P. (PA)
CC Estates Limited Partnership (MA)
Cold Spring Hunt, L.P. (PA)
Dominion Country Club, L.P. (VA)
Eagle Farm Limited Partnership (MA)
Estates at Princeton Junction, L.P. (NJ)
Estates at Rivers Edge, L.P. (NJ)
Fairfax Investment, L.P. (VA)
Fairfax Station Hunt, L.P. (VA)
Farmwell Hunt, L.P. (VA)
First Brandywine Partners, L.P. (DE)
Great Falls Hunt, L.P. (VA)
Greenwich Chase, L.P. (NJ)
Hoboken Land LP (NJ)
Hockessin Chase, L.P. (DE)
Huckins Farm Limited Partnership (MA)
Kensington Woods Limited Partnership (MA)
Laurel Creek, L.P. (NJ)
Loudoun Valley Associates, L.P. (VA)
NC Country Club Estates Limited Partnership (NC)
Toll NJ, L.P. (NJ)
Toll Northville Limited Partnership (MI)
Toll NV Limited Partnership (NV)
Toll NY LP (NY)
Toll Orlando Limited Partnership (FL)
Toll PA II, L.P. (PA)
Toll PA III, L.P. (PA)
Toll PA IV, L.P. (PA)
Toll PA IX, L.P. (PA)
Toll PA V, L.P. (PA)
Toll PA VI, L.P. (PA)
Toll PA VIII, L.P. (PA)
Toll PA X, L.P. (PA)
Toll PA XI, L.P. (PA)
Toll PA XII, L.P. (PA)
Toll PA XIII, L.P. (PA)
Toll PA, L.P. (PA)
Toll Realty Holdings LP (DE)
Toll RI II, L.P. (RI)
Toll RI, L.P. (RI)
Toll SC II, L.P. (SC)
Toll SC III, L.P. (SC)
Toll SC, L.P. (SC)
Toll Stonebrae LP (CA)
Toll VA II, L.P. (VA)
Toll VA III, L.P. (VA)
Toll VA IV, L.P. (VA)
Toll VA V, L.P. (VA)
Toll VA VI, L.P. (VA)
Toll VA VII, L.P. (VA)
Toll VA, L.P. (VA)
Toll WV LP (WV)
Toll YL II, L.P. (CA)
Toll YL, L.P. (CA)
Toll-Dublin, L.P. (CA)
Village Partners, L.P. (PA)
West Amwell Limited Partnership (NJ)
Wilson Concord, L.P. (TN)
110-112 Third Ave. GC II LLC (NY)
110-112 Third Ave. GC LLC (NY)
1500 Garden St. LLC (NJ)
2301 Fallston Road LLC (MD)
5-01 5-17 48th Avenue GC II LLC (NY)
Toll CA V, L.P. (CA)
Toll CA VI, L.P. (CA)
Toll CA VII, L.P. (CA)
Toll CA VIII, L.P. (CA)
Toll CA IX, L.P. (CA)
Toll CA X, L.P. (CA)
Toll CA XI, L.P. (CA)
Toll CA XII, L.P. (CA)
Toll CA XIX, L.P. (CA)
Toll CA, L.P. (CA)
Toll CO, L.P. (CO)
Toll CT II Limited Partnership (CT)
Toll CT Limited Partnership (CT)
Toll DE LP (DE)
C.B.A.Z. Holding Company LLC (DE)
Component Systems I LLC (DE)
Component Systems II LLC (DE)
CWG Construction Company LLC (NJ)
Dominion Valley Country Club I LLC (VA)
Dominion Valley Country Club II LLC (VA)
First Brandywine LLC I (DE)
First Brandywine LLC II (DE)
First Brandywine LLC III (DE)
First Brandywine LLC IV (DE)
Frenchmans Reserve Realty, LLC (FL)
Hawthorn Woods Country Club II LLC (IL)
Hoboken Cove LLC (NJ)
Hoboken Land I LLC (DE)
Jacksonville TBI Realty LLC (FL)
Lighthouse Point Land Company, LLC (FL)
Long Meadows TBI, LLC (MD)
Longmeadow Properties LLC (MD)
Martinsburg Ventures, L.L.C. (VA)
Mizner Realty, L.L.C. (FL)
Naples TBI Realty, LLC (FL)
Orlando TBI Realty LLC (FL)
Phillips Drive LLC (MD)
Prince William Land I LLC (VA)
Prince William Land II LLC (VA)
Regency at Denville LLC (NJ)
Regency at Dominion Valley LLC (VA)
Regency at Long Valley I LLC (NJ)
Regency at Long Valley II LLC (NJ)
Regency at Mansfield I LLC (NJ)
Regency at Mansfield II LLC (NJ)
Regency at Washington I LLC (NJ)
Regency at Washington II LLC (NJ)
South Riding Realty LLC (VA)
SR Amberlea LLC (VA)
SRLP II LLC (VA)
Tampa TBI Realty LLC (FL)
TB Kent Partners LLC (DE)
The Regency Golf Club I LLC (VA)
The Regency Golf Club II LLC (VA)
The Ridges at Belmont Country Club I LLC (VA)
The Ridges at Belmont Country Club II LLC (VA)
Toll Austin TX LLC (TX)
Toll Cedar Hunt LLC (VA)
Toll CO I LLC (CO)
Toll Corners LLC (DE)
Toll Dallas TX LLC (TX)
Toll DE X II, LLC (DE)
Toll DE X, LLC (DE)
Toll EB, LLC (DE)
Toll Equipment, L.L.C. (DE)
Toll FL I, LLC (FL)
Toll Glastonbury LLC (CT)
Toll Henderson LLC (NV)
Toll Hoboken LLC (DE)
Toll Land VI Limited Partnership (NY)
Toll Land VII Limited Partnership (NY)
Toll Land X Limited Partnership (VA)
Toll Land XI Limited Partnership (NJ)
Toll Land XIV Limited Partnership (NY)
Toll Land XIX Limited Partnership (CA)
Toll Land XV Limited Partnership (VA)
Toll Land XVI Limited Partnership (NJ)
Toll Land XVIII Limited Partnership (CT)
Toll Land XX Limited Partnership (CA)
Toll Land XXI Limited Partnership (VA)
Toll Land XXII Limited Partnership (CA)
Toll Land XXIII Limited Partnership (CA)
Toll Land XXV Limited Partnership (NJ)
Toll Land XXVI Limited Partnership (OH)
Toll Livingston at Naples Limited Partnership (FL)
Toll MA Land Limited Partnership (MA)
Toll MD Builder I, L.P. (MD)
Toll MD Limited Partnership (MD)
Toll MD V Limited Partnership (MD)
Toll MD VI Limited Partnership (MD)
Toll MD VII Limited Partnership (MD)
Toll MD II Limited Partnership (MD)
Toll MD III Limited Partnership (MD)
Toll MD IV Limited Partnership (MD)
Toll MD IX Limited Partnership (MD)
Toll MD VIII Limited Partnership (MD)
Toll MD X Limited Partnership (MD)
Toll MI II Limited Partnership (MI)
Toll MI III Limited Partnership (MI)
Toll MI IV Limited Partnership (MI)
Toll MI Limited Partnership (MI)
Toll MI V Limited Partnership (MI)
Toll MN II, L.P. (MN)
Toll MN, L.P. (MN)
Toll Naval Associates (PA)
Toll NC II LP (NC)
Toll NC, L.P. (NC)
Toll NH Limited Partnership (NH)
Toll NJ Builder I, L.P. (NJ)
Toll NJ II, L.P. (NJ)
Toll NJ III, L.P. (NJ)
Toll NJ IV, L.P. (NJ)
Toll NJ V, L.P. (NJ)
Toll NJ VI, L.P. (NJ)
Toll NJ VII, L.P. (NJ)
Toll NJ VIII, L.P. (NJ)
Toll NJ XI, L.P. (NJ)
Toll IN LLC (IN)
Toll Jupiter LLC (FL)
Toll MD I, L.L.C. (MD)
Toll MD II LLC (MD)
Toll Morgan Street LLC (DE)
Toll NJ I, L.L.C. (NJ)
Toll NJ II, L.L.C. (NJ)
Toll NJ III, LLC (NJ)
Toll North LV LLC (NV)
Toll North Reno LLC (NV)
Toll NV Holdings LLC (NV)
Toll San Antonio TX LLC (TX)
Toll South LV LLC (NV)
Toll South Reno LLC (NV)
Toll Stratford LLC (VA)
Toll VA III L.L.C. (VA)
Toll VA L.L.C. (DE)
Toll Van Wyck, LLC (NY)
Toll Vanderbilt I LLC (RI)
Toll Vanderbilt II LLC (RI)
Toll-Dublin, LLC (CA)
Vanderbilt Capital LLC (RI)
Virginia Construction Co. I, LLC (VA)
5-01 5-17 48th Avenue GC LLC (NY)
5-01 5-17 48th Avenue II LLC (NY)
5-01 5-17 48th Avenue LLC (NY)
51 N. 8th Street GC II LLC (NY)
51 N. 8th Street GC LLC (NY)
51 N. 8th Street I LLC (NY)
700 Grove Street Urban Renewal, LLC (NJ)
Arbor Hills Development LLC (MI)
Arthurs Woods, LLC (MD)
Arundel Preserve #10a, LLC (MD)
Arundel Preserve #6, LLC (MD)
Belmont Country Club I LLC (VA)
Belmont Country Club II LLC (VA)
Block 255 LLC (NJ)
Brier Creek Country Club I LLC (NC)
Brier Creek Country Club II LLC (NC)
C.B.A.Z. Construction Company LLC (AZ)
Virginia Construction Co. II, LLC (VA)
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