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Exhibit 4.1
AUTHORIZING RESOLUTIONS
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PARAGRAPH 1. The title of the senior notes (the "Notes") shall
be "5.15% Senior Notes due 2015" (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. The Notes
will be issued only in fully registered
form without coupons, in denominations
of $100,000 and integral multiples of
$1,000 in excess thereof.
PARAGRAPH 3. The principal amount of the Notes is due and
payable in full on May 15, 2015, subject to
earlier redemption as referred to in
the Indenture.
PARAGRAPH 4. Interest on the Notes shall accrue at a rate of
5.15% per annum (computed on the basis of a
360-day year of twelve 30-day
months), from June 2, 2005 to maturity or
early redemption; and interest will be
payable semiannually in arrears on May 15
and November 15 of each year,
commencing on November 15, 2005, to the
Holders in whose names such Notes are
registered at the close of business on May
1 and November 1, 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 30 basis points
(0.30%).
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.
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"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) Citigroup Global Markets
Inc. or one of the other initial
purchasers, as listed on Schedule I hereto, (or
their respective affiliates which are
Primary Treasury Dealers), 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. Principal of and interest on the Notes shall be
payable in accordance with Section 1 and 2
of the Notes.
PARAGRAPH 7. The Notes shall not be convertible into the
Issuer's or any of the Guarantors' common
stock.
PARAGRAPH 8. Neither the Notes nor the Guarantees shall be
secured.
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PARAGRAPH 9. For purposes of the Notes, the Private Placement
Legend in Section 2.16 shall be amended to
read as follows:
This security has not been registered under the Securities Act of
1933,
as amended (the "Securities Act"), or any state or other
securities
laws. Neither this security nor any interest or participation
herein or
therein may be reoffered, sold, assigned, transferred, pledged,
encumbered or otherwise disposed of in the absence of such
registration
or unless such transaction is exempt from, or not subject to,
the
registration requirements of the Securities Act. By its
acquisition
hereof, the holder (1) represents that it is a "qualified
institutional
buyer" (as defined in Rule 144A ("Rule 144A") under the Securities
Act)
or it is acquiring this note in an offshore transaction in
compliance
with Regulation S under the Securities Act, (2) agrees not to
offer,
sell or otherwise transfer this note prior to (x) the date which is
two
years (or such shorter period of time as permitted by Rule 144(k)
of
the Securities Act) after the original issue date of the senior
notes
or (y) such later date, if any, as may be required by applicable
law
(the "resale restriction termination date") except (a) to Toll
Brothers, Inc. or any of its subsidiaries (b) pursuant to a
registration statement which has been declared, and is then,
effective
under the Securities Act, (c) for so long as the senior notes
are
eligible for resale pursuant to Rule 144A, to a person it
reasonably
believes is a "qualified institutional buyer" as defined in Rule
144A
that purchases for its own account or for the account of a
qualified
institutional buyer, in each case to whom notice is given that
the
transfer is being made in reliance on Rule 144A, or (d) in an
offshore
transaction meeting the requirements of Rule 903 or Rule 904 of
Regulation S under the Securities Act, or (e) pursuant to
another
available exemption from the registration requirements of the
Securities Act, subject in each of the foregoing cases to any
requirement of law that the disposition of its property or the
property
of such investor account or accounts be at all times within its
or
their control, and (3) agrees that it will give to each person to
whom
this note is transferred a notice substantially to the effect of
this
legend; provided that Toll Brothers, Inc. and the Trustee shall
have
the right prior to any such offer, sale or transfer pursuant to
clause
(e) to require the delivery of an opinion of counsel,
certification
and/or other information satisfactory to each of them. This legend
will
be removed upon the request of the holder after the resale
restriction
termination date.
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,
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.
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"Bank Credit Facilities" means the Revolving Bank Credit
Facility and the Bank Term Loan.
"Bank Term Loan" means the Term Loan agreement by and among
First Huntington Finance Corp., the Company
and the lenders that are parties
thereto, dated July 25, 2000, as amended,
and any related documents (including,
without limitation, any
