UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: April 10, 2013 (Date of earliest event reported)

 

 

TOLL BROTHERS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-09186   23-2416878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

250 Gibraltar Road

Horsham, PA 19044

(Address of principal executive offices and zip code)

(215) 938-8000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On April 10, 2013, Toll Brothers Finance Corp., Inc. (the “Issuer”), a wholly-owned subsidiary of Toll Brothers, Inc. (the “Company”) completed the public offering of $300,000,000 aggregate principal amount of its 4.375% Senior Notes Due 2023 (the “Senior Notes”), guaranteed by the Company and certain of its subsidiaries. The Senior Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s universal shelf registration statement on Form S-3 (File No. 333-178130), as supplemented by the prospectus supplement dated April 3, 2013, previously filed with the Securities and Exchange Commission under the Securities Act.

The Senior Notes were issued (and the guarantees delivered) pursuant to an indenture (the “Base Indenture”), dated as of February 7, 2012, among the Issuer, the guarantors named therein, including the Company (collectively, the “Guarantors”) and The Bank of New York Mellon as trustee (the “Trustee”), as amended and supplemented by the resolutions authorizing the Senior Notes, dated as of April 3, 2013 (the “Authorizing Resolutions” and together with the Base Indenture, the “Indenture”). Copies of the Base Indenture, the Authorizing Resolutions and the form of note are attached hereto as Exhibits 4.1, 4.2 and 4.3 respectively, and are incorporated herein by reference. The description of the Indenture and the Senior Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture and the form of note.

The Senior Notes are unsecured and unsubordinated obligations of the Issuer and rank equally and ratably with the other unsecured and unsubordinated indebtedness of the Issuer. The Senior Notes and the guarantee of the Company are structurally subordinated to the prior claims of creditors of non-guarantor subsidiaries of the Company.

The Issuer will pay interest on the Senior Notes semi-annually on April 15 and October 15, beginning October 15, 2013, to holders of record on the preceding April 1 and October 1, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Senior Notes will mature on April 15, 2023. The Issuer may redeem the Senior Notes in whole or in part at any time and from time to time prior to their stated maturity at the redemption prices set forth in the Authorizing Resolutions. In the event of a change of control repurchase event (as defined in the Indenture), the holders of the Senior Notes may require the Issuer to purchase for cash all or a portion of their Senior Notes at a purchase price equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. The Senior Notes are subject to certain customary covenants, including limitations on the ability of the Company and its subsidiaries, with exceptions, to incur debt secured by liens and to engage in sale and lease-back transactions.

Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as provided therein. In case an event of default (other than a default resulting from bankruptcy, insolvency or reorganization) shall occur and be continuing with respect to the Senior Notes, the Trustee or the holders of not less than 25% in aggregate principal amount of Senior Notes then outstanding may declare the principal amount of all the Senior Notes and interest, if any, accrued thereon to be due and payable immediately. If an event of default results from bankruptcy,


insolvency or reorganization, all amounts due and payable on the Senior Notes will automatically become and be immediately due and payable. Any event of default with respect to the Senior Notes (except defaults in payment of principal of (or premium, if any, on) or interest, if any, on the Senior Notes or a default in respect of a covenant or provision that cannot be modified without the consent of the holder of each outstanding Senior Note) may be waived by the holders of at least a majority in aggregate principal amount of the Senior Notes outstanding.

The net proceeds from the offering of the Senior Notes will be used for general corporate purposes, which may include the repayment or repurchase of certain of the Company’s outstanding indebtedness.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

In connection with the offering of the Senior Notes, the Company is filing the legal opinions relating to the offering as Exhibit 5.1 and 5.2 to this report.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

 

  4.1*

   Indenture, dated as of February 7, 2012, among Toll Brothers Finance Corp., Toll Brothers, Inc., the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.

  4.2

   Authorizing Resolutions, dated as of April 3, 2013, relating to the $300,000,000 principal amount of 4.375% Senior Notes due 2023 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by Toll Brothers, Inc. and certain of its subsidiaries.

  4.3

   Form of Global Note for the Issuer’s 4.375% Senior Notes due 2023.

  5.1

   Opinion of Simpson Thacher & Bartlett LLP

  5.2

   Opinion of John McDonald, Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc.

23.1

   Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).

23.2

   Consent of John McDonald, Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc. (included as part of Exhibit 5.2).

 

* Previously filed.

 

3


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TOLL BROTHERS, INC.
(Registrant)
By:  

/s/ Joseph R. Sicree

  Joseph R. Sicree
  Senior Vice President,
  Chief Accounting Officer

Date: April 10, 2013

 

4

Exhibit 4.2

AUTHORIZING RESOLUTIONS

April 3, 2013

 

 

These Authorizing Resolutions relate to $300,000,000 aggregate principal amount of 4.375% Senior Notes due 2023 to be issued in accordance with the indenture dated as of February 7, 2012 (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 “4.375% Senior Notes due 2023” (the “ Notes ”).

PARAGRAPH 2. The aggregate principal amount at maturity of the Notes which shall be authenticated and delivered under the Indenture, shall be $300,000,000 (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 April 15, 2023, subject to earlier redemption as referred to in the Indenture.

PARAGRAPH 4. Interest on the Notes shall accrue at a rate of 4.375% per annum (computed on the basis of a 360-day year of twelve 30-day months), from April 10, 2013 to maturity or early redemption; and interest will be payable semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2013, to the Holders in whose names such Notes are registered at the close of business on April 1 and October 1 as the case may be, preceding such interest payment date

PARAGRAPH 5. Prior to January 15, 2023, 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. On or after such date, the Issuer may, at its option, redeem the Notes in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. In both instances, the Issuer will also pay accrued 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 Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

Quotation Agent ” means one of the Reference Treasury Dealers appointed by us.

Reference Treasury Dealer ” means (A) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc. and SunTrust Robinson Humphrey, 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 Quotation Agent, 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 Quotation Agent 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 Holder’s 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 Issuer’s 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:

 

   

accept for payment all Notes or portions of Notes properly tendered pursuant to the Issuer’s offer;

 

   

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

 

   

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.


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 Company’s 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 Company’s 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 Company’s 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 Moody’s (or its equivalent under any successor rating categories of Moody’s); 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 Moody’s, Fitch and S&P; and (2) if any of Moody’s, 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 Moody’s, Fitch or S&P, or all three, as the case may be.

Moody’s ” means Moody’s Investor Services, Inc.

S&P ” means Standard & Poor’s 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 Issuer’s 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 Twenty-First Supplemental Indenture and as may be further amended and supplemented, (2) the Indenture dated as of April 20, 2009, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee, as amended and supplemented by the First Supplemental Indenture through the Third Supplemental Indenture, the resolutions dated as of April 20, 2009 authorizing the 8.910% Senior Notes due 2017 and the resolutions dated as of September 22, 2009 authorizing the 6.750% Senior Notes due 2019, and as may be further amended and supplemented, (3) the Indenture dated as of February 7, 2012, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee, as amended and supplemented by the First Supplemental Indenture and the resolutions dated as of January 31, 2012 authorizing the 5.875% Senior Notes due 2022 and as may be further amended and supplemented and (4) the Indenture dated as of September 11, 2012, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee, pursuant to which the 0.50% Exchangeable Senior Notes due 2032 were issued and as may be further amended and supplemented.

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 Company’s 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 Issuer’s 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 Issuer’s or any Guarantor’s 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 4.3

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.

 

No. 1   CUSIP No.: 88947E AN0

4.375% Senior Notes due 2023

TOLL BROTHERS FINANCE CORP.

a Delaware corporation

promises to pay to CEDE & CO.

or registered assigns the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on April 15, 2023

 

4.375% Senior Notes due 2023  
Interest Payment Dates: April 15   and October 15
Record Dates: April 1   and October 1
Authenticated:   Dated: April 10, 2013


TOLL BROTHERS FINANCE CORP.
[Seal]  
By  

 

Name:   Douglas C. Yearley, Jr.
Title:   Chief Executive Officer
By  

 

Name:   Martin P. Connor
Title:   Senior Vice President and Chief
  Financial Officer

 

2


THE BANK OF NEW YORK MELLON, as Trustee, certifies that this is one of the Securities referred to in the within mentioned Indenture.

 

By:  

 

  Authorized Signatory

Dated: April 10, 2013

 

3


TOLL BROTHERS FINANCE CORP.

4.375% SENIOR NOTES DUE 2023

 

1. Interest.

TOLL BROTHERS FINANCE CORP. (the “Issuer”), a Delaware 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 April 15 and October 15 of each year, commencing on October 15, 2013, 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 April 10, 2013, 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 April 1 and October 1 (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 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 Securities under an Indenture dated as of February 7, 2012 (“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: Toll Brothers Finance Corp., c/o Toll Brothers, Inc., 250 Gibraltar Road, Horsham, Pennsylvania 19044, Attention: Chief Financial Officer.

 

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  5. Optional Redemption.

Prior to January 15, 2023, the Issuer may, at its option, redeem the Securities, 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

 

   

100% of the principal amount of the Securities to be redeemed; and

 

   

the sum of the present values of the Remaining Scheduled Payments on the Securities 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%).

On and after January 15, 2023, the Securities are redeemable at the option of the Issuer, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount of the Securities being redeemed to the redemption date.

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 Securities 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 Securities (or such portions thereof) called for redemption and such Securities (or such portions thereof) will cease to be outstanding.

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 $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 thereof) of the principal of Securities 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 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. Denominations, Transfer, Exchange.

The Securities are in registered form only without coupons in denominations of $2,000 and integral multiples of $1,000 thereof. 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

 

5


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.

 

  7. Persons Deemed Owners.

The registered Holder of this Security shall be treated as the owner of it for all purposes.

 

  8. 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.

 

  9. 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).

 

6


  10. 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.

 

  11. 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.

 

  12. 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.

 

  13. Authentication.

This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.

 

  14. Governing Law.

This Security shall be governed by and construed in accordance with the laws of the State of New York.

 

  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).

 

7


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.

 

8


GUARANTEE

The Guarantors listed on Schedule I, attached hereto (the “Guarantors”), have unconditionally guaranteed, jointly and severally on a senior basis (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 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.

 

9


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.

 

TOLL BROTHERS, INC.
By:  

 

Name:   Martin P. Connor
Title:   Senior Vice President and Chief Financial Officer
THE GUARANTORS LISTED ON SCHEDULE I, ATTACHED HERETO
By:  

 

Name:   Martin P. Connor
Title:   Authorized Signatory

 

10


SCHEDULE I

THE GUARANTORS

 

Toll Brothers, Inc. (DE)   Toll Land Corp. No. 10 (DE)   Toll VA GP Corp. (DE)
110-112 Third Ave. Realty Corp. (NY)   Toll Land Corp. No. 20 (DE)   Toll VA Member Two, Inc. (DE)
Amwell Chase, Inc. (DE)   Toll Land Corp. No. 43 (DE)   Toll WA GP Corp. (WA)
ESE Consultants, Inc. (DE)   Toll Land Corp. No. 50 (DE)   Toll WestCoast Note Company, Inc. (DE)
Fairway Valley, Inc. (DE)   Toll Land Corp. No. 6 (PA)   Toll WV GP Corp. (WV)
First Brandywine Investment Corp. II (DE)   Toll MD Builder Corp. (MD)   Toll YL, Inc. (CA)
First Brandywine Investment Corp. IV (DE)   Toll MI GP Corp. (MI)   51 N. 8th Street L.P. (NY)
First Huntingdon Finance Corp. (DE)   Toll Mid-Atlantic LP Company, Inc. (DE)   Audubon Ridge, L.P. (PA)
Franklin Farms G.P., Inc. (DE)   Toll Mid-Atlantic Note Company, Inc. (DE)   Belmont Land, L.P. (VA)
HQZ Acquisitions, Inc. (MI)   Toll Midwest Note Company, Inc.(DE)   Binks Estates Limited Partnership (FL)
MA Limited Land Corporation (DE)   Toll MN GP Corp. (MN)   Blue Bell Country Club, L.P. (PA)
SH Homes Corporation (MI)   Toll NC GP Corp. (NC)   Broad Run Associates, L.P. (PA)
SI Investment Corporation (MI)   Toll NH GP Corp. (NH)   CC Estates Limited Partnership (MA)
TB Proprietary Corp. (DE)   Toll NJX-I Corp. (DE)   Cold Spring Hunt, L.P. (PA)
Tenby Hunt, Inc. (DE)   Toll Northeast LP Company, Inc. (DE)   Dominion Country Club, L.P. (VA)
The Silverman Building Companies, Inc. (MI)   Toll Northeast Note Company, Inc. (DE)   Estates at Princeton Junction, L.P. (NJ)
Toll Architecture I, P.A. (DE)   Toll Northeast Services, Inc. (DE)   Estates at Rivers Edge, L.P. (NJ)
Toll Architecture, Inc. (DE)   Toll NV GP Corp. (NV)   Fairfax Investment, L.P. (VA)
Toll AZ GP Corp. (DE)   Toll OH GP Corp. (OH)   Farmwell Hunt, L.P. (VA)
Toll Bros. of Arizona, Inc. (AZ)   Toll PA Builder Corp. (PA)   First Brandywine Partners, L.P. (DE)
Toll Bros. of North Carolina II, Inc. (NC)   Toll PA GP Corp. (PA)   Great Falls Hunt, L.P. (VA)
Toll Bros. of North Carolina III, Inc. (NC)   Toll PA II GP Corp. (PA)   Greenwich Chase, L.P. (NJ)
Toll Bros. of North Carolina, Inc. (NC)   Toll PA III GP Corp. (PA)   Hoboken Land LP (NJ)
Toll Bros., Inc. (DE)   Toll Palmetto Corp. (DE)   Hockessin Chase, L.P. (DE)
Toll Bros., Inc. (PA)   Toll Peppertree, Inc. (NY)   Huckins Farm Limited Partnership (MA)
Toll Bros., Inc. (TX)   Toll Realty Holdings Corp. I (DE)   Laurel Creek, L.P. (NJ)
Toll Brothers AZ Construction Company (AZ)   Toll Realty Holdings Corp. II (DE)   Loudoun Valley Associates, L.P. (VA)
Toll Brothers Real Estate, Inc. (PA)   Toll RI GP Corp. (RI)   NC Country Club Estates Limited Partnership (NC)
Toll Buckeye Corp. (DE)   Toll SC GP Corp. (SC)   Toll NJ, L.P. (NJ)
Toll CA GP Corp. (CA)   Toll Southeast LP Company, Inc. (DE)   Toll Northville Limited Partnership (MI)
Toll Centennial Corp. (DE)   Toll Southeast Note Company, Inc. (DE)   Toll NV Limited Partnership (NV)
Toll CO GP Corp. (CO)   Toll Southwest Note Company, Inc. (DE)   Toll NY LP (NY)
Toll Corp. (DE)   Toll TN GP Corp. (TN)   Toll NY II L.P. (NY)
Toll Development Company, Inc. (MI)   Toll TX GP Corp. (DE)   Toll NY III L.P. (NY)
Toll Diamond Corp. (DE)   Toll Estero Limited Partnership (FL)   Toll NY IV L.P. (NY)
Toll FL GP Corp. (FL)   Toll FL II Limited Partnership (FL)   Toll Orlando Limited Partnership (FL)
Toll GA GP Corp. (GA)   Toll FL III Limited Partnership (FL)   Toll PA II, L.P. (PA)
Toll Golden Corp. (DE)   Toll FL IV Limited Partnership (FL)   Toll PA III, L.P. (PA)
Toll Granite Corp. (DE)   Toll FL Limited Partnership (FL)   Toll PA IV, L.P. (PA)
Toll Holdings, Inc. (DE)   Toll FL V Limited Partnership (FL)   Toll PA IX, L.P. (PA)
Toll IL GP Corp. (IL)   Toll FL VI Limited Partnership (FL)   Toll PA V, L.P. (PA)
Silverman-Toll Limited Partnership (MI)   Toll FL VII Limited Partnership (FL)   Toll PA VI, L.P. (PA)
eag;Sorrento at Dublin Ranch I LP (CA)   Toll FL VIII Limited Partnership (FL)   Toll PA VIII, L.P. (PA)
Sorrento at Dublin Ranch III LP (CA)   Toll FL X Limited Partnership (FL)   Toll PA X, L.P. (PA)
South Riding, L.P. (VA)   Toll Ft. Myers Limited Partnership (FL)   Toll PA XI, L.P. (PA)
South Riding Amberlea LP (VA)   Toll GA LP (GA)   Toll PA XII, L.P. (PA)
South Riding Partners Amberlea LP (VA)   Toll Grove LP (NJ)   Toll PA XIII, L.P. (PA)
South Riding Partners, L.P. (VA)   Toll Hudson LP (NJ)   Toll PA XIV , L.P. (PA)
Southport Landing Limited Partnership (CT)   Toll IL HWCC, L.P. (IL)   Toll PA XV, L.P. (PA)
Springton Pointe, L.P. (PA)   Toll IL II, L.P. (IL)   Toll PA, L.P. (PA)
Stone Mill Estates, L.P. (PA)   Toll IL III, L.P. (IL)   Toll Realty Holdings LP (DE)
Swedesford Chase, L.P. (PA)   Toll IL IV, L.P. (IL)   Toll RI II, L.P. (RI)
TBI/Naples Limited Partnership (FL)   Toll IL WSB, L.P. (IL)   Toll RI, L.P. (RI)
TBI/Palm Beach Limited Partnership (FL)   Toll IL, L.P. (IL)   Toll SC II, L.P. (SC)
The Bird Estate Limited Partnership (MA)   Toll Jacksonville Limited Partnership (FL)   Toll SC III, L.P. (SC)
The Estates at Brooke Manor Limited Partnership (MD)   Toll Land IV Limited Partnership (NJ)   Toll SC IV, L.P. (SC)
Toll at Brier Creek Limited Partnership (NC)   Toll Land IX Limited Partnership (VA)   Toll SC, L.P. (SC)

 

11


Toll at Honey Creek Limited Partnership (MI)   Toll Land V Limited Partnership (NY)   Toll Stonebrae LP (CA)
Toll at Westlake, L.P. (NJ)   Toll Land VI Limited Partnership (NY)   Toll VA II, L.P. (VA)
Toll at Whippoorwill, L.P. (NY)   Toll Land X Limited Partnership (VA)   Toll VA III, L.P. (VA)
Toll Brooklyn L.P. (NY)   Toll Land XI Limited Partnership (NJ)   Toll VA IV, L.P. (VA)
Toll Brothers AZ Limited Partnership (AZ)   Toll Land XIV Limited Partnership (NY)   Toll VA V, L.P. (VA)
Toll CA II, L.P. (CA)   Toll Land XIX Limited Partnership (CA)   Toll VA VI, L.P. (VA)
Toll CA III, L.P. (CA)   Toll Land XV Limited Partnership (VA)   Toll VA VII, L.P. (VA)
Toll CA IV, L.P. (CA)   Toll Land XVI Limited Partnership (NJ)   Toll VA, L.P. (VA)
Toll CA V, L.P. (CA)   Toll Land XVIII Limited Partnership (CT)   Toll WA LP (WA)
Toll CA VI, L.P. (CA)   Toll Land XX Limited Partnership (CA)   Toll WV LP (WV)
Toll CA VII, L.P. (CA)   Toll Land XXI Limited Partnership (VA)   Toll YL II, L.P. (CA)
Toll CA VIII, L.P. (CA)   Toll Land XXII Limited Partnership (CA)   Toll YL, L.P. (CA)
Toll CA IX, L.P. (CA)   Toll Land XXIII Limited Partnership (CA)   Toll-Dublin L.P. (CA)
Toll CA X, L.P. (CA)   Toll Land XXV Limited Partnership (NJ)   Village Partners, L.P. (PA)
Toll CA XI, L.P. (CA)   Toll Land XXVI Limited Partnership (OH)   West Amwell Limited Partnership (NJ)
Toll CA XII, L.P. (CA)   Toll Livingston at Naples Limited Partnership (FL)   Wilson Concord, L.P. (TN)
Toll CA XIX, L.P. (CA)   Toll MA Land Limited Partnership (MA)   110-112 Third Ave. GC II LLC (NY)
Toll CA, L.P. (CA)   Toll MD Builder I, L.P. (MD)   110-112 Third Ave. GC LLC (NY)
Toll CO, L.P. (CO)   Toll MD Limited Partnership (MD)   1450 Washington LLC (NJ)
Toll CT Limited Partnership (CT)   Toll MD V Limited Partnership (MD)   1500 Garden St. LLC (NJ)
Toll CT II Limited Partnership (CT)   Toll MD VI Limited Partnership (MD)   2301 Fallston Road LLC (MD)
Toll CT III Limited Partnership (CT)   Toll MD VII Limited Partnership (MD)   5-01 — 5-17 48th Avenue GC II LLC (NY)
Toll DE LP (DE)   Toll MD II Limited Partnership (MD)   5-01 — 5-17 48th Avenue GC LLC (NY)
Toll DE II LP (DE)   Toll MD III Limited Partnership (MD)   5-01 — 5-17 48th Avenue II LLC (NY)
C.B.A.Z. Holding Company LLC (DE)   Toll MD IV Limited Partnership (MD)   5-01 — 5-17 48th Avenue LLC (NY)
Component Systems I LLC (DE)   Toll MD IX Limited Partnership (MD)   51 N. 8th Street GC II LLC (NY)
Component Systems II LLC (DE)   Toll MD VIII Limited Partnership (MD)   51 N. 8th Street GC LLC (NY)
CWG Construction Company LLC (NJ)   Toll MD X Limited Partnership (MD)   51 N. 8th Street I LLC (NY)
Dominion Valley Country Club I LLC (VA)   Toll MD XI Limited Partnership (MD)   700 Grove Street Urban Renewal, LLC (NJ)
Dominion Valley Country Club II LLC (VA)   Toll MI II Limited Partnership (MI)   Arbor Hills Development LLC (MI)
First Brandywine LLC I (DE)   Toll MI III Limited Partnership (MI)   Arthur’s Woods, LLC (MD)
First Brandywine LLC II (DE)   Toll MI IV Limited Partnership (MI)   Belmont Country Club I LLC (VA)
First Brandywine LLC III (DE)   Toll MI Limited Partnership (MI)   Belmont Country Club II LLC (VA)
First Brandywine LLC IV (DE)   Toll MI V Limited Partnership (MI)   Block 255 LLC (NJ)
Frenchman’s Reserve Realty, LLC (FL)   Toll MN II, L.P. (MN)   Brier Creek Country Club I LLC (NC)
Hatboro Road Associates LLC (PA)   Toll MN, L.P. (MN)   Brier Creek Country Club II LLC (NC)
Hawthorn Woods Country Club II LLC (IL)   Toll Naval Associates (PA)   C.B.A.Z. Construction Company LLC (AZ)
Hoboken Cove LLC (NJ)   Toll NC, L.P. (NC)   Golf I Country Club Estates at Moorpark LLC (CA)
Hoboken Land I LLC (DE)   Toll NC II LP (NC)   Golf II Country Club Estates at Moorpark LLC (CA)
Jacksonville TBI Realty LLC (FL)   Toll NC III LP (NC)   Paramount Village LLC (CA)
Lighthouse Point Land Company, LLC (FL)   Toll NH Limited Partnership (NH)   Toll MD III LLC (MD)
Long Meadows TBI, LLC (MD)   Toll NJ Builder I, L.P. (NJ)   Toll MD IV LLC (MD)
Longmeadow Properties LLC (MD)   Toll NJ II, L.P. (NJ)   Toll NC Note II LLC
Martinsburg Ventures, L.L.C. (VA)   Toll NJ III, L.P. (NJ)   Toll Realty L.L.C.
Mizner Realty, L.L.C. (FL)   Toll NJ IV, L.P. (NJ)   Greens at Waynesborough, L.P. (PA)
Naples TBI Realty, LLC (FL)   Toll NJ V, L.P. (NJ)  
Orlando TBI Realty LLC (FL)   Toll NJ VI, L.P. (NJ)  
Phillips Drive LLC (MD)   Toll NJ VII, L.P. (NJ)  
Prince William Land I LLC (VA)   Toll NJ VIII, L.P. (NJ)  
Prince William Land II LLC (VA)   Toll NJ XI, L.P. (NJ)  
PT Maxwell Holdings, LLC ((NJ)   Toll Jupiter LLC (FL)  
PT Maxwell, L.L.C. (NJ)   Toll MA I LLC (MA)  
Regency at Denville LLC (NJ)   Toll MA II LLC (MA)  
Regency at Dominion Valley LLC (VA)   Toll MD I, L.L.C. (MD)  
Regency at Long Valley I LLC (NJ)   Toll MD II LLC (MD)  
Regency at Long Valley II LLC (NJ)   Toll Midwest LLC (DE)  
Regency at Mansfield I LLC (NJ)   Toll Morgan Street LLC (DE)  
Regency at Mansfield II LLC (NJ)   Toll NC I LLC (NC)  
Regency at Washington I LLC (NJ)   Toll NC Note LLC (NC)  
Regency at Washington II LLC (NJ)   Toll NC IV LLC (NC)  
South Riding Realty LLC (VA)   Toll NJ I, L.L.C. (NJ)  
SR Amberlea LLC (VA)   Toll NJ II, L.L.C. (NJ)  
SRLP II LLC (VA)   Toll NJ III, LLC (NJ)  
Tampa TBI Realty LLC (FL)   Toll North LV LLC (NV)  

 

12


TB Kent Partners LLC (DE)   Toll North Reno LLC (NV)  
The Regency Golf Club I LLC (VA)   Toll NV Holdings LLC (NV)  
The Regency Golf Club II LLC (VA)   Toll San Antonio TX LLC (TX)  
The Ridges at Belmont Country Club I LLC (VA)   Toll South LV LLC (NV)  
The Ridges at Belmont Country Club II LLC (VA)   Toll South Reno LLC (NV)  
Toll Austin TX LLC (TX)   Toll Southwest LLC (DE)  
Toll CA I LLC (CA)   Toll Stratford LLC (VA)  
Toll CA Note II LLC (CA)   Toll TX Note LLC (TX)  
Toll Cedar Hunt LLC (VA)   Toll VA III L.L.C. (VA)  
Toll CO I LLC (CO)   Toll VA L.L.C. (DE)  
Toll Corners LLC (DE)   Toll Van Wyck, LLC (NY)  
Toll Dallas TX LLC (TX)   Toll Vanderbilt I LLC (RI)  
Toll EB, LLC (DE)   Toll Vanderbilt II LLC (RI)  
Toll Equipment, L.L.C. (DE)   Toll-Dublin, LLC (CA)  
Toll FL I, LLC (FL)   Toll West Coast LLC (DE)  
Toll FL IV LLC (FL)   Vanderbilt Capital LLC (RI)  
Toll Glastonbury LLC (CT)   Virginia Construction Co. I, LLC (VA)  
Toll Henderson LLC (NV)   Virginia Construction Co. II, LLC (VA)  
Toll Hoboken LLC (DE)    
Toll Houston TX LLC (TX)    
Toll IN LLC (IN)    
Toll Land VII LLC (NY)    
Toll Lexington LLC (NY)    

 

13

Exhibit 5.1

S IMPSON T HACHER & B ARTLETT LLP

425 L EXINGTON A VENUE

N EW Y ORK , N.Y. 10017-3954

(212) 455-2000

F ACSIMILE (212) 455-2502

Toll Brothers Finance Corp.

250 Gibraltar Road

Horsham, Pennsylvania 19044

Ladies and Gentlemen:

We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (the “Company”), Toll Brothers Finance Corp., a Delaware corporation (the “Issuer”), and the certain subsidiaries of the Company (other than the Issuer) named as co-registrants in the Registration Statement (as defined below) (each, a “Guarantor,” and together with the Company, the “Guarantors”) in connection with the Registration Statement on Form S-3 (File No. 333-178130) (as amended by the Post-Effective Amendment No. 1, the “Registration Statement”) filed by the Issuer and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to debt securities of the Issuer, Toll Corp. or First Huntingdon Finance Corp., guarantees of any such debt securities by the Guarantors and certain other securities (collectively, the “Securities”). The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act.

This opinion is being delivered in connection with the $300,000,000 aggregate principal amount of 4.375% Senior Notes due 2023 (the “Senior Notes”) being issued by the Issuer and unconditionally guaranteed by the Company and the other Guarantors (the “Guarantees”), which Senior Notes are being offered and sold by the Issuer pursuant to the Prospectus dated November 23, 2011, as supplemented by the prospectus supplement dated April 3, 2013 (together, the “Prospectus”) filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, and an Underwriting Agreement, dated April 3, 2013 (the “Underwriting Agreement”), among the Issuer, the Company and the underwriters named therein.


The Senior Notes and the Guarantees are issued under an Indenture, dated as of February 7, 2012 (the “Base Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the authorizing resolutions of the Boards of Directors of the Issuer and the Company (the “Authorizing Resolutions”). The Base Indenture, as supplemented by the Authorizing Resolutions, is hereinafter referred to collectively as the “Indenture.”

We have examined the Registration Statement, the Prospectus, the Indenture (including the Guarantees set forth therein), duplicates of the global note representing the Senior Notes and the Underwriting Agreement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuer and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

We have assumed further that (i) the Indenture has been duly authorized, executed and delivered by each of the Guarantors not incorporated or organized in the State of Delaware or New York, as the case may be, and (ii) the execution, delivery and performance of the Indenture and the Guarantees by each of the Guarantors not incorporated or organized in the State of Delaware or New York, as the case may be, will not violate the law of its state of incorporation or organization or any other applicable law (except that we make no such assumption with respect to the law of the State of New York and the federal law of the United States).

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

Assuming due authentication of the Senior Notes by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, the Senior Notes will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms.

 

-2-


Assuming due authentication of the Senior Notes by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, the Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed with the Commission in connection with the offer and sale of the Senior Notes by the Issuer and to the use of our name under the caption “Legal Matters” in the Prospectus.

 

Very truly yours,
SIMPSON THACHER & BARTLETT LLP

 

-3-

Exhibit 5.2

[TBI Letterhead]

April 10, 2013

Toll Brothers, Inc.

250 Gilbraltar Road

Horsham, PA 19044

Ladies and Gentlemen:

I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (“TBI”). TBI, Toll Brothers Finance Corp., a Delaware corporation and a wholly-owned subsidiary of TBI (“the Issuer”) and certain other subsidiaries of TBI (the “Subsidiary Registrants”) have filed a Registration Statement on Form S-3 (File No. 333-178130) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing $300 million in aggregate principal of 4.375% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes will be unconditionally guaranteed (each a “Senior Note Guarantee” and, collectively, the “Senior Notes Guarantees”) on a senior basis by TBI and the Subsidiary Registrants (together, in such capacity, the “Senior Notes Guarantors”), pursuant to the Underwriting Agreement dated April 3, 2013, among TBI, the Issuer, the Senior Notes Guarantors and the underwriters named therein (the “Underwriting Agreement”).

I have examined the Registration Statement as it became effective under the Securities Act; TBI’s and the Issuer’s prospectus dated November 23, 2011 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the offering of the Senior Notes dated April 3, 2013 (together with the Base Prospectus, the “Senior Notes Prospectus”), filed by TBI and the Issuer pursuant to Rule 424(b) of the rules and regulations of the Commission under the


Securities; the indenture dated as of February 7, 2012 (the “Base Indenture”) among the Issuer, the Senior Notes Guarantors and The Bank of New York Mellon as trustee (the “Trustee”), as supplemented by the Authorizing Resolutions dated as of April 3, 2013 (the “Authorizing Resolutions” and, together with the Base Indenture, the “Indenture”); a duplicate of the global note representing the Senior Notes; and the Underwriting Agreement.

In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by CT Corporation, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of TBI, the Issuer, and the Schedule I Subsidiaries.

In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

 

2


Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Senior Notes Guarantees have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.

This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.

I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of TBI filed with the Commission in connection with the registration of the Senior Notes.

 

Very truly yours,
John McDonald
Senior Vice President,
Chief Compliance Officer and General Counsel

 

3


SCHEDULE I

NON-NEW YORK OR DELAWARE GUARANTORS

 

HQZ Acquisitions, Inc. (MI)

SH Homes Corporation (MI)

SI Investment Corporation (MI)

The Silverman Building Companies, Inc. (MI)

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. (PA)

Toll Bros., Inc. (TX)

Toll Brothers AZ Construction Company (AZ)

Toll Brothers Real Estate, Inc. (PA)

Toll CA GP Corp. (CA)

Toll CO GP Corp. (CO)

Toll Development Company, Inc. (MI)

Toll FL GP Corp. (FL)

Toll GA GP Corp. (GA)

Toll IL GP Corp. (IL)

Toll Land Corp. No. 6 (PA)

Toll MD Builder Corp. (MD)

Toll MI GP Corp. (MI)

Toll MN GP Corp. (MN)

Toll NC GP Corp. (NC)

Toll NH GP Corp. (NH)

Toll NV GP Corp. (NV)

Toll OH GP Corp. (OH)

Toll PA Builder Corp. (PA)

Toll PA GP Corp. (PA)

Toll PA II GP Corp. (PA)

Toll PA III GP Corp. (PA)

Toll RI GP Corp. (RI)

Toll SC GP Corp. (SC)

Toll TN GP Corp. (TN)

Toll WA GP Corp. (WA)

Toll WV GP Corp. (WV)

Toll YL, Inc. (CA)

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)

CC Estates Limited Partnership (MA)

Cold Spring Hunt, L.P. (PA)

Dominion Country Club, L.P. (VA)

Estates at Princeton Junction, L.P. (NJ)

Estates at Rivers Edge, L.P. (NJ)

Toll NC II LP (NC)

Toll NC III 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 NJ, L.P. (NJ)

Toll Northville Limited Partnership (MI)

Toll NV Limited Partnership (NV)

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 XIV , L.P. (PA)

Toll PA XV, L.P. (PA)

Toll PA, L.P. (PA)

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 IV, 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 WA LP (WA)

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)

1450 Washington LLC (NJ)

Fairfax Investment, L.P. (VA)

Farmwell Hunt, L.P. (VA)

Great Falls Hunt, L.P. (VA)

Greens at Waynesborough, L.P. (PA)

Greenwich Chase, L.P. (NJ)

Hoboken Land LP (NJ)

Huckins Farm Limited Partnership (MA)

Laurel Creek, L.P. (NJ)

Loudoun Valley Associates, L.P. (VA)

NC Country Club Estates Limited Partnership (NC)

Silverman-Toll Limited Partnership (MI)

Sorrento at Dublin Ranch I LP (CA)

Sorrento at Dublin Ranch III LP (CA)

South Riding Amberlea LP (VA)

South Riding Partners Amberlea LP (VA)

South Riding Partners, L.P. (VA)

South Riding, 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)

Toll at Brier Creek Limited Partnership (NC)

Toll at Honey Creek Limited Partnership (MI)

Toll at Westlake, L.P. (NJ)

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 CA IX, L.P. (CA)

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 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 III Limited Partnership (CT)

Toll CT Limited Partnership (CT)

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)

1500 Garden St. LLC (NJ)

2301 Fallston Road LLC (MD)

700 Grove Street Urban Renewal, LLC (NJ)

Arbor Hills Development LLC (MI)

Arthur’s Woods, 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)

CWG Construction Company LLC (NJ)

Dominion Valley Country Club I LLC (VA)

Dominion Valley Country Club II LLC (VA)

Frenchman’s Reserve Realty, LLC (FL)

Golf I Country Club Estates at Moorpark LLC (CA)

Golf II Country Club Estates at Moorpark LLC (CA)

Hatboro Road Associates LLC (PA)

Hawthorn Woods Country Club II LLC (IL)

Hoboken Cove LLC (NJ)

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)

Paramount Village LLC (CA)

Phillips Drive LLC (MD)

Prince William Land I LLC (VA)

Prince William Land II LLC (VA)

PT Maxwell Holdings, LLC ((NJ)

PT Maxwell, L.L.C. (NJ)

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)

The Regency Golf Club I LLC (VA)

The Regency Golf Club II LLC (VA)

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 FL X Limited Partnership (FL)

Toll Ft. Myers Limited Partnership (FL)

Toll GA LP (GA)

Toll Grove LP (NJ)

Toll Houston TX LLC (TX)

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 X Limited Partnership (VA)

Toll Land XI Limited Partnership (NJ)

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 II Limited Partnership (MD)

Toll MD III Limited Partnership (MD)

Toll MD IV Limited Partnership (MD)

Toll MD IX Limited Partnership (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 VIII Limited Partnership (MD)

Toll MD X Limited Partnership (MD)

Toll MD XI 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)

The Ridges at Belmont Country Club I LLC (VA)

The Ridges at Belmont Country Club II LLC (VA)

Toll MA I LLC (MA)

Toll MA II LLC (MA)

Toll Austin TX LLC (TX)

Toll CA I LLC (CA)

Toll CA Note II LLC (CA)

Toll Cedar Hunt LLC (VA)

Toll CO I LLC (CO)

Toll Dallas TX LLC (TX)

Toll FL I, LLC (FL)

Toll FL IV LLC (FL)

Toll Glastonbury LLC (CT)

Toll Henderson LLC (NV)

Toll IN LLC (IN)

Toll Jupiter LLC (FL)

Toll MD I, L.L.C. (MD)

Toll MD II LLC (MD)

Toll MD III LLC (MD)

Toll MD IV LLC (MD)

Toll NC I LLC (NC)

Toll NC IV LLC (NC)

Toll NC Note II LLC

Toll NC Note LLC (NC)

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 Realty L.L.C.

Toll San Antonio TX LLC (TX)

Toll South LV LLC (NV)

Toll South Reno LLC (NV)

Toll Stratford LLC (VA)

Toll TX Note LLC (TX)

Toll VA III L.L.C. (VA)

Toll Vanderbilt I LLC (RI)

Toll Vanderbilt II LLC (RI)

Toll-Dublin, LLC (CA)

Vanderbilt Capital LLC (RI)

Virginia Construction Co. I, LLC (VA)

Virginia Construction Co. II, LLC (VA)

 

 

2


SCHEDULE II

NEW YORK AND DELAWARE GUARANTORS

 

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)

MA Limited Land Corporation (DE)

TB Proprietary Corp. (DE)

Tenby Hunt, Inc. (DE)

Toll Architecture I, P.A. (DE)

Toll Architecture, Inc. (DE)

Toll AZ GP Corp. (DE)

Toll Bros., Inc. (DE)

Toll Brothers, Inc. (DE)

Toll Buckeye Corp. (DE)

Toll Centennial Corp. (DE)

Toll Corp. (DE)

Toll Diamond Corp. (DE)

Toll Golden Corp. (DE)

Toll Granite Corp. (DE)

Toll Holdings, Inc. (DE)

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 Mid-Atlantic LP Company, Inc. (DE)

Toll Mid-Atlantic Note Company, Inc. (DE)

Toll Midwest Note Company, Inc.(DE)

Toll NJX-I Corp. (DE)

Toll Northeast LP Company, Inc. (DE)

Toll Northeast Note Company, Inc. (DE)

Toll Northeast Services, Inc. (DE)

Toll Palmetto Corp. (DE)

Toll Peppertree, Inc. (NY)

Toll Realty Holdings Corp. I (DE)

Toll Realty Holdings Corp. II (DE)

Toll Southeast LP Company, Inc. (DE)

Toll Southeast Note Company, Inc. (DE)

Toll Southwest Note Company, Inc. (DE)

Toll TX GP Corp. (DE)

Toll VA GP Corp. (DE)

Toll VA Member Two, Inc. (DE)

Toll WestCoast Note Company, Inc. (DE)

51 N. 8th Street L.P. (NY)

First Brandywine Partners, L.P. (DE)

Hockessin Chase, L.P. (DE)

Toll at Whippoorwill, L.P. (NY)

Toll Brooklyn L.P. (NY)

Toll DE II LP (DE)

Toll DE LP (DE)

Toll Land V Limited Partnership (NY)

Toll Land VI Limited Partnership (NY)

Toll Midwest LLC (DE)

Toll NY II L.P. (NY)

Toll NY III L.P. (NY)

Toll NY IV L.P. (NY)

Toll NY LP (NY)

Toll Realty Holdings LP (DE)

110-112 Third Ave. GC II LLC (NY)

110-112 Third Ave. GC LLC (NY)

5-01 – 5-17 48th Avenue GC II LLC (NY)

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)

C.B.A.Z. Holding Company LLC (DE)

Component Systems I LLC (DE)

Component Systems II LLC (DE)

First Brandywine LLC I (DE)

First Brandywine LLC II (DE)

First Brandywine LLC III (DE)

First Brandywine LLC IV (DE)

Hoboken Land I LLC (DE)

TB Kent Partners LLC (DE)

Toll Corners LLC (DE)

Toll EB, LLC (DE)

Toll Equipment, L.L.C. (DE)

Toll Hoboken LLC (DE)

Toll Land VII LLC (NY)

Toll Land XIV Limited Partnership (NY)

Toll Lexington LLC (NY)

Toll Morgan Street LLC (DE)

Toll Southwest LLC (DE)

Toll VA L.L.C. (DE)

Toll Van Wyck, LLC (NY)

Toll West Coast LLC (DE)