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.
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No. 1
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Principal Amount
$250,000,000
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CUSIP No.: 88947EAJ9
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6.750% Senior Notes due
2019
TOLL BROTHERS FINANCE
CORP.,
promises to pay
to CEDE & CO., or registered assigns, the principal sum of
$250,000,000 (TWO HUNDRED FIFTY MILLION DOLLARS) on
November 1, 2019.
6.750% Senior
Notes due 2019
Interest Payment Dates: May 1 and November 1, commencing
May 1, 2010
Record Dates: April 15 and October 15
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Dated: September 22, 2009
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TOLL BROTHERS
FINANCE CORP.
[Seal]
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By
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Title:
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By
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Title:
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THE BANK OF NEW
YORK MELLON, as Trustee, certifies that this is one of the Notes
referred to in the within mentioned Indenture.
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TOLL BROTHERS FINANCE
CORP.
6.750% Senior Notes due
2019
TOLL BROTHERS
FINANCE CORP. (the “Issuer”), a Delaware corporation,
promises to pay interest on the principal amount of this Note at
the rate per annum shown above. The Issuer will pay interest
semiannually on May 1 and November 1 of each year, commencing on
May 1, 2010, until the principal is paid or made available for
payment. Interest on the Notes will accrue from the most recent
date to which interest has been paid or duly provided for or, if no
interest has been paid, from September 22, 2009, provided
that, if there is no existing Default in the payment of interest
and if this Note is authenticated between a Record Date referred to
on the face hereof and the next succeeding interest payment date,
interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day
months.
The Issuer will
pay interest on the Notes (except defaulted interest, if any, which
will be paid on such special payment date to Holders of record on
such special Record Date as may be fixed by the Issuer) to the
Persons who are registered Holders of Notes at the close of
business on the April 15 or October 15 immediately
preceding the interest payment date (capitalized terms not defined
herein have the meanings given to those terms in the Indenture).
Payments of principal and interest in respect of the Notes may be
made, at the Issuer’s option, at the office or agency
maintained by the Issuer for such purpose in the Borough of
Manhattan, The City of New York or by wire transfer of immediately
available funds to the accounts specified by The Depository Trust
Company or any successor depository; provided ,
however , that payments of interest may be made at the
Issuer’s option by check mailed at the address of the Holders
or by transfer to an account maintained by the payee with a bank
located in the United States. Holders must surrender Notes to a
Paying Agent to collect principal payments. The Issuer will pay
principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private
debts.
3. Paying Agent
and Registrar.
Initially, The
Bank of New York Mellon (the “Trustee”) will act as
Paying Agent and Registrar. The Issuer may change or appoint any
Paying Agent, Registrar or co-Registrar without notice. Toll
Brothers, Inc. (the “Company”) or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-Registrar.
The Issuer issued
the Notes under an Indenture dated as of April 20, 2009, as
amended and supplemented (the “Indenture”), among the
Issuer, the Company, the other Guarantors and the Trustee. The
terms of the Notes and the Guarantee include those stated in the
Indenture and those made part of the Indenture, including those
terms set forth in the Authorizing Resolutions pertaining to the
Securities of the Series of which this Note is a part (the
“Authorizing
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Resolutions”) and those made part of the
Indenture by reference to the Trust Indenture Act of 1939
(“TIA”) as in effect on the date of the Indenture. The
Notes and the Guarantee are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of
them.
The Issuer will
furnish to any Holder upon written request and without charge a
copy of the Indenture and the applicable Authorizing Resolutions.
Requests may be made to: Toll Brothers Finance Corp., c/o Toll
Brothers, Inc., 250 Gibraltar Road, Horsham, Pennsylvania 19044,
Attention: Chief Financial Officer.
The Issuer may, at
its option, redeem the Notes, in whole at any time or in part from
time to time, on at least 30 but not more than 60 days’
prior notice at a redemption price equal to the greater
of
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100% of the principal amount of the
Notes to be redeemed; and
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the
sum of the present values of the Remaining Scheduled Payments on
the Notes being redeemed on the redemption date, discounted to the
date of redemption, on a semiannual basis, at the Treasury Rate
plus 50 basis points (0.50%).
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The Issuer will
also accrue interest on the Notes to the date of redemption. In
determining the redemption price and accrued interest, interest
will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
If money
sufficient to pay the redemption price of and accrued interest on
the Notes to be redeemed is deposited with the Trustee on or before
the redemption date, on and after the redemption date interest will
cease to accrue on the Notes (or such portions thereof) called for
redemption and such Notes (or such portions thereof) will cease to
be outstanding.
6. Change of
Control Repurchase Event
If a Change of
Control Repurchase Event occurs, unless the Issuer has previously
exercised its right to redeem the Notes as described above, the
Issuer will make an offer to each Holder of Notes to repurchase all
or any part (in amounts of $2,000 or in integral multiples of
$1,000 in excess thereof) of that Holder’s Notes at a
repurchase price in cash equal to 101% of the aggregate principal
amount of Notes repurchased plus any accrued and unpaid interest on
the Notes repurchased to the date of purchase. Within 30 days
following any Change of Control Repurchase Event or, at the
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
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securities laws
and regulations under the Exchange Act to the extent those laws and
regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control Repurchase Event. To the
extent that the provisions of any securities laws or regulations
conflict with the Change of Control Repurchase Event provisions
herein, the Issuer will comply with the applicable securities laws
and regulations and will not be deemed to have breached its
obligations under the Change of Control Repurchase Event provisions
herein by virtue of such conflict.
On the Change of
Control Repurchase Event payment date, the Issuer will, to the
extent lawful:
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accept for payment all Notes or
portions of Notes properly tendered pursuant to the Issuer’s
offer;
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deposit with the Paying Agent an
amount equal to the aggregate purchase price in respect of all
Notes or portions of Notes properly tendered; and
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deliver or cause to be delivered to
the Trustee the Notes properly accepted, together with an
Officers’ Certificate stating the aggregate principal amount
of Notes being purchased by the Issuer.
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The Paying Agent
will promptly mail to each Holder of Notes properly tendered the
purchase price for the Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to
each Holder a new Note equal in principal amount to any unpurchased
portion of any Notes surrendered; provided that each new Note will
be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof.
The Issuer will
not be required to make an offer to repurchase the Notes upon a
Change of Control Repurchase Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with
the requirements for an offer made by the Issuer and such third
party purchases all Notes properly tendered and not withdrawn under
its offer.
For purposes of
the change of control repurchase event, the following terms shall
have the respective meanings set forth below:
“
Below Investment Grade Rating Event ” means the Notes
are rated below Investment Grade (defined below) by all three
Rating Agencies on any date from the date of the public notice of
an arrangement that could result in a Change of Control until the
end of the 60-day period following public notice of the occurrence
of a Change of Control (which period shall be extended so long as
the rating of the Notes is under publicly announced consideration
for possible downgrade by either of the Rating Agencies); provided
that a Below Investment Grade Rating Event otherwise arising by
virtue of a particular reduction in rating shall not be deemed to
have occurred in respect of a particular Change of Control (and
thus shall not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Repurchase Event)
if the Rating Agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing at the Company’s
request
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that the
reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable
Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event).
“
Change of Control ” means the consummation of any
transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act)
becomes the beneficial owner, directly or indirectly, of more than
50% of the 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.
“
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
Inve
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