These
Authorizing Resolutions relate to $250,000,000 aggregate principal
amount of 6.750% Senior Notes due 2019 to be issued in accordance
with the indenture dated as April 20, 2009 (as amended and
supplemented, the “ Indenture ”) among Toll
Brothers Finance Corp. (the “ Issuer ”), Toll
Brothers, Inc. (the “ Company ”) and the other
Guarantors and The Bank of New York Mellon, as trustee (the “
Trustee ”). Capitalized terms not otherwise defined
herein but used below shall have the meanings given to them in the
Indenture.
PARAGRAPH
1. The title of the senior notes (the “ Notes ”)
shall be “6.750% Senior Notes due 2019” (the “
Notes ”).
PARAGRAPH
2. The aggregate principal amount at maturity of the Notes which
shall be authenticated and delivered under the Indenture, shall be
$250,000,000 (except for any Notes authenticated and delivered upon
registration of the transfer of, or in exchange for, or in lieu of
other Notes pursuant to the terms of the Indenture);
provided , however , that the Notes may be reopened
for issuances of an unlimited amount of additional Notes at any
time in accordance with the terms of the Indenture. The Notes will
be issued only in fully registered form without interest coupons,
in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
PARAGRAPH
3. The principal amount of the Notes is due and payable in full on
November 1, 2019, subject to earlier redemption as referred to
in the Indenture.
PARAGRAPH
4. Interest on the Notes shall accrue at a rate of 6.750% per annum
(computed on the basis of a 360-day year of twelve 30-day months),
from September 22, 2009 to maturity or early redemption; and
interest will be payable semiannually in arrears on May 1 and
November 1 of each year, commencing on May 1, 2010, to the
Holders in whose names such Notes are registered at the close of
business on April 15 and October 15, as the case may be,
preceding such interest payment date
PARAGRAPH
5. The Issuer may, at its option, redeem the Notes, in whole at any
time or in part from time to time, providing notice pursuant to
Section 3.03 of the Indenture, at a redemption price equal to
the greater of (a) 100% of the principal amount of the Notes
to be redeemed and (b) the sum of the present values of the
Remaining Scheduled Payments (as defined below) on the Notes being
redeemed on the redemption date, discounted to the date of
redemption, on a semiannual basis, at the Treasury Rate plus 50
basis points (0.50%). The Issuer will also accrue interest on the
Notes to the date of redemption. In determining the redemption
price and accrued interest, interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day
months.
If
money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed is deposited with the Trustee
on or before the redemption date, on and after the redemption date
interest will cease to accrue on the Notes (or such portions
thereof) called for redemption and such Notes will cease to be
outstanding.
As
used in this Paragraph 5, the following terms shall have the
respective meanings set forth below:
“
Comparable Treasury Issue ” means the United States
Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the
remaining term of such Notes.
“
Comparable Treasury Price ” means, with respect to any
redemption date, (1) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated “Composite
3:30 p.m. Quotations for U.S. Government Securities” or
(2) if such release (or any successor release) is not
published or does not contain such price on such business day,
(A) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
“
Reference Treasury Dealer ” means (A) Banc of
America Securities LLC, J.P. Morgan Securities Inc. or Citigroup
Global Markets Inc. (or their respective affiliates that are
Primary Treasury Dealers (as defined below)), and any successor;
provided, however, that if any of the foregoing shall cease to be a
primary U.S. government securities dealer in New York City (a
“ Primary Treasury Dealer ”), the Issuer will
substitute therefor another Primary Treasury Dealer; and
(B) any other Primary Treasury Dealer(s) selected by the
Issuer.
“
Reference Treasury Dealer Quotations ” means, with
respect to each Reference Treasury Dealer and any redemption date,
the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such redemption date.
“
Remaining Scheduled Payments ” means, with respect to
any Note, the remaining scheduled payments of the principal thereof
to be redeemed and interest thereon that would be due after the
related redemption date but for such redemption;
provided,
however, that if such redemption date is not an interest payment
date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
“
Treasury Rate ” means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
PARAGRAPH
6. If a Change of Control Repurchase Event occurs, unless the
Issuer has previously exercised its right to redeem the Notes as
described above, the Issuer will make an offer to each Holder of
Notes to repurchase all or any part (in amounts of $2,000 or in
integral multiples of $1,000 in excess thereof) of that
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:
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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 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 Gr
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