-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvwJDVYb+MwwQLqssGWEUy+HDpR0C5uLPomx1kGvW/6wndugruWU3n3yn1A7lVdq IA4qRKDxa8bQOn+E8+7FCA== 0000950116-04-001206.txt : 20040416 0000950116-04-001206.hdr.sgml : 20040416 20040416163301 ACCESSION NUMBER: 0000950116-04-001206 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 29 FILED AS OF DATE: 20040416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS FINANCE CORP CENTRAL INDEX KEY: 0001209636 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 233097271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114544-04 FILM NUMBER: 04738609 BUSINESS ADDRESS: STREET 1: C/O TOLL BROTHERS INC STREET 2: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388045 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL CORP CENTRAL INDEX KEY: 0000836623 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 222485860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114544-03 FILM NUMBER: 04738608 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGTON VALLEY STATE: PA ZIP: 19006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114544 FILM NUMBER: 04738610 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL FINANCE CORP CENTRAL INDEX KEY: 0001095652 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232978196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114544-01 FILM NUMBER: 04738606 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HUNTINGDON FINANCE CORP CENTRAL INDEX KEY: 0001095653 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114544-02 FILM NUMBER: 04738607 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 S-4 1 s4.txt FORM S-4 As filed with the Securities and Exchange Commission, via EDGAR, on April 16, 2004. Registration Nos. 333-_______, 333-_______-01, 333-_______-02, 333-_______-03 and 333-_______-04. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- TOLL BROTHERS FINANCE CORP. TOLL BROTHERS, INC. ----------------------------------------------------------- (Exact name of each registrant as specified in its charter) Toll Brothers Finance Corp. - Delaware 1531 23-3097271 Toll Brothers, Inc. - Delaware 1531 23-2416878 - -------------------------------------- ------ ------------ (State or other jurisdiction (Primary Standard (I.R.S. Employe of incorporation Industrial Classification Identification of each registrant) Code Number of Number) each registrant and each additional registrant) 3103 Philmont Avenue Huntingdon Valley, Pennsylvania 19006 (215) 938-8000 ------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) SEE TABLE OF ADDITIONAL REGISTRANTS --------------------------------------- Joel H. Rassman Executive Vice President Toll Brothers, Inc. 3103 Philmont Avenue Huntingdon Valley, Pennsylvania 19006 (215) 938-8000 ------------------------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service for each registrant and the additional registrants) ------------------ Copies to: Mark K. Kessler, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, Pennsylvania 19103-2097 (215) 977-2000 ------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after effective date of this registration statement. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. ------------------ CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum aggregate Title of each class of Amount to be offering price offering Amount of securities to be registered registered per unit (1) price (1) registration fee - --------------------------- ------------ -------------- ------------- ---------------- 4.95% Senior Notes due 2014 $300,000,000 100% $300,000,000 38,010 Guarantees of 4.95% Senior $300,000,000 (2) (2) (2) Notes due 2014
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. (2) In accordance with Rule 457(n), no separate fee for the registration of the guarantees is required. TABLE OF ADDITIONAL REGISTRANTS(1) State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll Holdings, Inc. Delaware 23-2569047 Amwell Chase, Inc. Delaware 23-2551304 Brentwood Investments I, Inc Tennessee 04-3602308 Bunker Hill Estates, Inc. Delaware 23-2535037 Chesterbrooke, Inc. Delaware 23-2485513 Connecticut Land Corp. Delaware 23-2533514 Daylesford Development Corp. Delaware 23-2511943 Eastern States Engineering, Inc. Delaware 23-2432981 Fairway Valley, Inc. Delaware 23-2432976 First Brandywine Finance Corp. Delaware 23-2737486 First Brandywine Investment Corp. II Delaware 23-2731790 First Brandywine Investment Corp. III Delaware 23-2820213 First Brandywine Investment Corp. IV Delaware 61-1443340 First Huntingdon Finance Corp. Delaware 23-2485787 Franklin Farms G.P., Inc. Delaware 23-2486303 Frenchman's Reserve Country Club, Inc. Florida 56-2290261 HQZ Acquisitions, Inc. Michigan 38-3149633 MA Limited Land Corporation Delaware 23-2523560 Maple Point, Inc. Delaware 23-2551803 Maryland Limited Land Corporation Delaware 23-2499816 Mizner County Club, Inc. Florida 23-2970622 Mountain View Country Club, Inc. California 05-0567717 Polekoff Farm, Inc. Pennsylvania 23-2417142 The Silverman Building Companies, Inc. Michigan 38-3075345 SH Homes Corporation Michigan 38-3392296 SI Investment Corporation Michigan 38-3298884 Springfield Chase, Inc. Delaware 23-2538985 Stewarts Crossing, Inc. Delaware 23-2547222 TB Proprietary Corp. Delaware 23-2485790 TB Proprietary LP, Inc. Delaware 23-3066217 Tenby Hunt, Inc. Delaware 23-2682947 Toll Development Company, Inc. (formerly Silverman Development Company, Inc.) Michigan 38-3180742 (1) The address, including zip code, and telephone number, including area code, for each of the additional registrants is 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006, (215) 938-8000. i State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll AZ GP Corp. Delaware 23-2815680 Toll Bros., Inc. Pennsylvania 23-2417123 Toll Bros., Inc. Delaware 23-2600117 Toll Bros., Inc. Texas 23-2896374 Toll Bros. of Arizona, Inc. Arizona 23-2906398 Toll Bros. of North Carolina, Inc. North Carolina 23-2777389 Toll Bros. of North Carolina II, Inc. North Carolina 23-2990315 Toll Bros. of North Carolina III, Inc. North Carolina 23-2993276 Toll Bros. of Tennessee, Inc. Delaware 51-0385724 Toll Brothers AZ Construction Company (formerly Edmunds-Toll Construction Company) Arizona 23-2832024 Toll Brothers Real Estate, Inc. Pennsylvania 23-2417116 Toll CA GP Corp. California 23-2748091 Toll CO GP Corp. Colorado 23-2978190 Toll Corp. Delaware 23-2485860 Toll Finance Corp. Delaware 23-2978196 Toll FL GP Corp. Florida 23-2796288 Toll IL GP Corp. Illinois 23-2967049 Toll Land Corp. No. 6 Pennsylvania 23-2417134 Toll Land Corp. No. 10 Delaware 23-2551776 Toll Land Corp. No. 20 Delaware 23-2551793 Toll Land Corp. No. 43 Delaware 23-2737488 Toll Land Corp. No. 45 Delaware 23-2737050 Toll Land Corp. No. 46 Delaware 23-2731483 Toll Land Corp. No. 47 Delaware 23-2737359 Toll Land Corp. No. 48 Delaware 23-2860557 Toll Land Corp. No. 49 Delaware 23-2860562 Toll Land Corp. No. 50 Delaware 23-2860513 Toll Land Corp. No. 51 Delaware 23-2959185 Toll Land Corp. No. 52 Delaware 23-2966099 Toll Land Corp. No. 53 Delaware 23-2978200 Toll Land Corp. No. 55 Delaware 23-2978124 Toll Land Corp. No. 56 Delaware 23-2978119 Toll Land Corp. No. 58 Delaware 23-3097273 Toll Land Corp. No. 59 Delaware 23-3097278 Toll Land Corp. No. 60 Delaware 23-3097277 Toll Management AZ Corp. Delaware 51-0385727 Toll Management VA Corp. Delaware 51-0385725 Toll MD Builder Corp. Maryland 20-0355148 Toll MI GP Corp. Michigan 23-2917543 Toll MN GP Corp. Minnesota 20-0099962 Toll NH GP Corp. New Hampshire 23-3048998 Toll NJ Builder Corp. New Jersey 74-3083211 Toll NJX-I Corp. Delaware 51-0413821 ii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll NJX-II Corp. Delaware 51-0413826 Toll NJX-III Corp. Delaware 74-3083754 Toll NJX-IV Corp. Delaware 74-3083774 Toll NV GP Corp. Nevada 23-2928710 Toll NC GP Corp. North Carolina 23-2760759 Toll OH GP Corp. Ohio 23-2878722 Toll PA Builder Corp. Pennsylvania 87-0693313 Toll PA GP Corp. Pennsylvania 23-2687561 Toll PA II GP Corp. Pennsylvania 03-0395069 Toll Peppertree, Inc. New York 23-2709097 Toll Philmont Corporation Delaware 23-2526635 Toll Realty Holdings Corp. I Delaware 23-2954512 Toll Realty Holdings Corp. II Delaware 23-2954511 Toll Realty Holdings Corp. III Delaware 23-2954510 Toll RI GP Corp. Rhode Island 23-3020194 Toll SC GP Corp. South Carolina 23-3094328 Toll TN GP Corp. Tennessee 23-2886926 Toll TX GP Corp. Delaware 23-2796291 Toll VA GP Corp. Delaware 23-2551790 Toll VA Member Two, Inc. Delaware 51-0385726 Toll Wood Corporation Delaware 23-2533529 Toll YL, Inc. California 23-2898272 Valley Forge Conservation Holding GP Corp. Pennsylvania 73-1636768 Warren Chase, Inc. Delaware 23-2518740 Windsor Development Corp. Pennsylvania 23-2432983 Afton Chase, L.P. Pennsylvania 23-2760770 Audubon Ridge, L.P. Pennsylvania 23-2668976 Beaumont Chase, L.P. Pennsylvania 23-2910269 Belmont Land, L.P. Virginia 23-2810333 Bennington Hunt, L.P. New Jersey 23-2690596 Bernards Chase, L.P. New Jersey 23-2796287 Binks Estates Limited Partnership Florida 23-2796300 The Bird Estate Limited Partnership Massachusetts 23-2883360 Blue Bell Country Club, L.P. Pennsylvania 23-2668975 Branchburg Ridge, L.P. New Jersey 23-2918996 Brandywine River Estates, L.P. Pennsylvania 23-2838421 Brass Castle Estates, L.P. New Jersey 23-2921715 Brentwood Investments, L.P. Tennessee 01-0616044 Bridle Estates, L.P. Pennsylvania 23-2855510 Broad Run Associates, L.P. Pennsylvania 23-2979479 iii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Buckingham Woods, L.P. Pennsylvania 23-2689274 Bucks County Country Club, L.P. Pennsylvania 23-2878689 CC Estates Limited Partnership Massachusetts 23-2748927 Calabasas View, L.P. California 23-2785219 Charlestown Hills, L.P. New Jersey 23-2855658 Cheltenham Estates Limited Partnership Michigan 23-2968590 Chesterbrooke Limited Partnership New Jersey 23-2485378 Cobblestones at Thornbury, L.P. Pennsylvania 23-2774674 Cold Spring Hunt, L.P. Pennsylvania 23-2702468 Coleman-Toll Limited Partnership Nevada 23-2928708 Concord Chase, L.P. Pennsylvania 23-2897949 Cortlandt Chase, L.P. New York 23-2928875 Delray Limited Partnership Florida 23-2929049 Dolington Estates, L.P. Pennsylvania 23-2760781 Dominion Country Club, L.P. Virginia 23-2984309 Eagle Farm Limited Partnership Massachusetts 23-2760777 The Estates at Brooke Manor Limited Partnership Maryland 23-2740412 Estates at Coronado Pointe, L.P. California 23-2796299 Estates at Princeton Junction, L.P. New Jersey 23-2760779 Estates at Rivers Edge, L.P. New Jersey 23-2748080 Estates at San Juan Capistrano, L.P. California 23-2796301 The Estates at Summit Chase, L.P. California 23-2748089 Fairfax Investment, L.P. Virginia 23-2982190 Fairfax Station Hunt, L.P. Virginia 23-2680894 Fair Lakes Chase, L.P. Virginia 23-2955092 Fairway Mews Limited Partnership New Jersey 23-2621939 Farmwell Hunt, L.P. Virginia 23-2822996 First Brandywine Partners, L.P. Delaware 51-0385730 Franklin Oaks Limited Partnership Massachusetts 23-2838925 Freehold Chase, L.P. New Jersey 23-2743988 Great Falls Hunt, L.P. Virginia 23-2719371 Great Falls Woods, L.P. Virginia 23-2963544 Greens at Waynesborough, L.P. Pennsylvania 23-2740013 iv State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Greenwich Chase, L.P. New Jersey 23-2709793 Greenwich Station, L.P. New Jersey 23-2816336 Hockessin Chase, L.P. Delaware 23-2944970 Holland Ridge, L.P. New Jersey 23-2785227 Holliston Hunt Limited Partnership Massachusetts 23-2922701 Hopewell Hunt, L.P. New Jersey 23-2838289 Huckins Farm Limited Partnership Massachusetts 23-2740411 Hunter Mill, L.P. Virginia 23-2711430 Hunterdon Chase, L.P. New Jersey 23-2774673 Hunterdon Ridge, L.P. New Jersey 23-2944965 Huntington Estates Limited Partnership Connecticut 23-2855662 Hurley Ridge Limited Partnership Maryland 23-2954935 Kensington Woods Limited Partnership Massachusetts 23-2701194 Knolls of Birmingham, L.P. Pennsylvania 23-2855656 Lakeridge, L.P. Pennsylvania 23-2740012 Lakeway Hills Properties, L.P. Texas 23-2838579 Laurel Creek, L.P. New Jersey 23-2796297 Loudoun Valley Associates, L.P. Virginia 23-3025878 Mallard Lakes, L.P. Texas 23-2796298 Manalapan Hunt, L.P. New Jersey 23-2806323 Marshallton Chase, L.P. Pennsylvania 23-2855525 Mill Road Estates, L.P. Pennsylvania 23-2774670 Montgomery Chase, L.P. New Jersey 23-2745356 Montgomery Oaks, L.P. New Jersey 23-2796292 Moorestown Hunt, L.P. New Jersey 23-2810335 Mount Kisco Chase, L.P. New York 23-2796641 NC Country Club Estates Limited Partnership North Carolina 23-2917299 Newport Ridge Limited Partnership Michigan 38-3413877 Newtown Chase Limited Partnership Connecticut 23-2818660 Northampton Crest, L.P. Pennsylvania 23-2944980 Northampton Preserve, L.P. Pennsylvania 23-2901212 Patriots, L.P. New Jersey 23-2941041 The Preserve at Annapolis Limited Partnership Maryland 23-2838510 The Preserve at Boca Raton Limited Partnership Florida 23-2810339 Preston Village Limited Partnership North Carolina 23-2806570 Princeton Hunt, L.P. New Jersey 23-2747998 v State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Providence Hunt, L.P. Pennsylvania 23-2680892 Providence Plantation Limited Partnership North Carolina 23-2855661 Regency at Dominion Valley, L.P. Virginia 45-0497498 River Crossing, L.P. Pennsylvania 23-2855516 Rolling Greens, L.P. New Jersey 23-2855583 Rose Hollow Crossing Associates Pennsylvania 23-2253629 Seaside Estates Limited Partnership Florida 23-2870057 Shrewsbury Hunt Limited Partnership Massachusetts 23-2912930 Silverman-Toll Limited Partnership Michigan 23-2986323 Somers Chase, L.P. New York 23-2855511 Somerset Development Limited Partnership North Carolina 23-2785223 South Riding, L.P. Virginia 23-2994369 South Riding Amberlea LP Virginia 20-0383954 South Riding Partners, L.P. Virginia 23-2861890 South Riding Partners Amberlea LP Virginia 20-0384024 Southlake Woods, L.P. Texas 23-2869081 Southport Landing Limited Partnership Connecticut 23-2784609 Springton Pointe, L.P. Pennsylvania 23-2810340 Stone Mill Estates, L.P. Pennsylvania 23-3013974 Stoney Ford Estates, L.P. Pennsylvania 23-2882087 Swedesford Chase, L.P. Pennsylvania 23-2939504 TBI/Heron Bay Limited Partnership Florida 23-2928874 TBI/Naples Limited Partnership Florida 23-2883354 TBI/Palm Beach Limited Partnership Florida 23-2891601 TB Proprietary, L.P. Delaware 23-3070158 Thornbury Knoll, L.P. Pennsylvania 23-2668410 Timber Ridge Investment Limited Partnership Michigan 38-3413876 Toll at Brier Creek Limited Partnership North Carolina 23-2954264 Toll at Daventry Park, L.P. Ohio 23-2897947 Toll at Payne Ranch, L.P. California 23-2833118 Toll at Princeton Walk, L.P. New Jersey 23-2879954 Toll at Westlake, L.P. New Jersey 23-2963549 Toll at Whippoorwill, L.P. New York 23-2888554 Toll Bros. of Tennessee, L.P. Tennessee 51-0386723 Toll Brothers AZ Limited Partnership (formerly Edmunds-Toll Limited Partnership) Arizona 23-2815685 Toll Brothers Maryland II Limited Partnership Maryland 23-3027594 Toll CA, L.P. California 23-2963547 Toll CA II, L.P. California 23-2838417 vi State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll CA III, L.P. California 23-3031827 Toll CA IV, L.P. California 23-3029688 Toll CA V, L.P. California 23-3091624 Toll CA VI, L.P. California 23-3091657 Toll Cliffs Urban Renewal Company LP (formerly Toll Cliffs LP) New Jersey 20-0383861 Toll CO, L.P. Colorado 23-2978294 Toll Costa, L.P. California 81-0602065 Toll CT Limited Partnership Connecticut 23-2963551 Toll CT II Limited Partnership Connecticut 23-3041974 Toll CT Westport Limited Partnership Connecticut 23-3048964 Toll DE LP Delaware 20-0660934 Toll-Dublin, L.P. California 23-3070669 Toll Estero Limited Partnership Florida 72-1539292 Toll FL Limited Partnership Florida 23-3007073 Toll FL II Limited Partnership Florida 73-1657686 Toll FL III Limited Partnership Florida 20-0135814 Toll Ft. Myers Limited Partnership Florida 82-0559443 Toll Grove LP New Jersey 20-0215496 Toll Hudson LP New Jersey 20-0465460 Toll IL, L.P. Illinois 23-2963552 Toll IL II, L.P. Illinois 23-3041962 Toll IL III, L.P. Illinois 03-0382404 Toll IL HWCC, L.P. Illinois 75-2985312 Toll Jacksonville Limited Partnership Florida 20-0204373 Toll Land Limited Partnership Connecticut 23-2709099 Toll Land IV Limited Partnership New Jersey 23-2737490 Toll Land V Limited Partnership New York 23-2796637 Toll Land VI Limited Partnership New York 23-2796640 Toll Land VII Limited Partnership New York 23-2775308 Toll Land IX Limited Partnership Virginia 23-2939502 Toll Land X Limited Partnership Virginia 23-2774670 Toll Land XI Limited Partnership New Jersey 23-2796302 Toll Land XIII Limited Partnership New York 23-2796304 Toll Land XIV Limited Partnership New York 23-2796295 Toll Land XV Limited Partnership Virginia 23-2810342 Toll Land XVI Limited Partnership New Jersey 23-2810344 Toll Land XVII Limited Partnership Connecticut 23-2815064 Toll Land XVIII Limited Partnership Connecticut 23-2833240 Toll Land XIX Limited Partnership California 23-2833171 Toll Land XX Limited Partnership California 23-2838991 Toll Land XXI Limited Partnership Virginia 23-2865738 Toll Land XXII Limited Partnership California 23-2879949 Toll Land XXIII Limited Partnership California 23-2879946 Toll Land XXV Limited Partnership New Jersey 23-2867694 Toll Land XXVI Limited Partnership Ohio 23-2880687 Toll Marshall LP New Jersey 20-0215536 Toll MD Builder I, L.P. Maryland 20-0355209 vii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll MD Limited Partnership Maryland 23-2963546 Toll MD II Limited Partnership Maryland 23-2978195 Toll MD III Limited Partnership Maryland 23-3044366 Toll MD IV Limited Partnership Maryland 71-0890813 Toll MD V Limited Partnership Maryland 81-0610742 Toll MI Limited Partnership Michigan 23-2999200 Toll MI II Limited Partnership Michigan 23-3015611 Toll MI III Limited Partnership Michigan 23-3097778 Toll MN, L.P. Minnesota 20-0099987 Toll Naval Associates Pennsylvania 23-2454576 Toll NH Limited Partnership New Hampshire 23-3048999 Toll NJ, L.P. New Jersey 23-2963550 Toll NJ II, L.P. New Jersey 23-2991953 Toll NJ III, L.P. New Jersey 23-2993263 Toll NJ IV, L.P. New Jersey 23-3038827 Toll NJ V, L.P. New Jersey 23-3091620 Toll NJ VI, L.P. New Jersey 23-3098583 Toll NJ Builder I, L.P. New Jersey 41-2089798 Toll Northville Limited Partnership Michigan 23-2918130 Toll Northville Golf Limited Partnership Michigan 23-2918224 Toll NV Limited Partnership Nevada 23-3010602 Toll PA, L.P. Pennsylvania 23-2879956 Toll PA II, L.P. Pennsylvania 23-3063349 Toll PA III, L.P. Pennsylvania 23-3097666 Toll PA IV, L.P. Pennsylvania 23-3097672 Toll PA V, L.P. Pennsylvania 03-0395087 Toll PA VI, L.P. Pennsylvania 47-0858909 Toll PA VII, L.P. Pennsylvania 68-0533037 Toll PA VIII, L.P. Pennsylvania 20-0969010 Toll PA IX, L.P. Pennsylvania 20-0969053 Toll Park, LP New Jersey 20-0383903 Toll Peppertree, L.P. New York 23-2707709 Toll Plaza, L.P. Pennsylvania 20-0204322 Toll Reston Associates, L.P. Delaware 23-3016263 Toll RI, L.P. Rhode Island 23-3020191 Toll RI II, L.P. Rhode Island 27-0043852 Toll SC, L.P. South Carolina 23-3094632 Toll SC II, L.P. South Carolina 82-0574725 Toll TX, L.P. Texas 23-2984310 Toll TX II, L.P. Texas 23-3090949 Toll VA, L.P. Virginia 23-2952674 Toll VA II, L.P. Virginia 23-3001131 Toll VA IV, L.P. Virginia 75-2972033 Toll VA V, L.P. Virginia 47-0887401 Toll Venice Limited Partnership Florida 71-0902794 Toll YL, L.P. California 23-3016250 Toll YL II, L.P. California 80-0014182 viii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Trumbull Hunt Limited Partnership Connecticut 23-2855529 Uwchlan Woods, L.P. Pennsylvania 23-2838958 Valley Forge Conservation Holding, L.P. Pennsylvania 42-1537902 Valley Forge Woods, L.P. Pennsylvania 23-2699971 Valley View Estates Limited Partnership Massachusetts 23-2760768 Village Partners, L.P. Pennsylvania 81-0594073 Waldon Preserve Limited Partnership Michigan 38-3312737 Warwick Greene, L.P. Pennsylvania 23-2968960 Warwick Woods, L.P. Pennsylvania 23-2838950 Washington Greene Development, L.P. New Jersey 23-2815640 West Amwell Limited Partnership New Jersey 23-2570825 Whiteland Woods, L.P. Pennsylvania 23-2833125 Wichita Chase, L.P. Texas 23-2855660 Willowdale Crossing, L.P. Pennsylvania 23-2879951 Wilson Concord, L.P. Tennessee 23-2887824 The Woods at Highland Lakes, L.P. Ohio 23-2948699 The Woods at Long Valley, L.P. New Jersey 23-2889640 Wrightstown Hunt, L.P. Pennsylvania 23-2838487 Yardley Estates, L.P. Pennsylvania 23-2691658 60 Industrial Parkway Cheektowaga, LLC New York 23-2796640** 2301 Fallston Road LLC Maryland 23-2963546** Belmont Country Club I LLC Virginia 23-2810333** Belmont Country Club II LLC Virginia 23-2810333** Big Branch Overlook L.L.C. Maryland 23-2978195** Brier Creek Country Club I LLC North Carolina 23-2954264** Brier Creek Country Club II LLC North Carolina 23-2954264** C.B.A.Z. Construction Company LLC Arizona 51-0385729** C.B.A.Z, Holding Company LLC Delaware 51-0385729 Component Systems I LLC Delaware 23-2600117** Component Systems II LLC Delaware 23-2600117** Creeks Farm L.L.C. Maryland 23-2978195** Dominion Valley Country Club I LLC Virginia 23-2984309** Dominion Valley Country Club II LLC Virginia 23-2984309** ELB Investments I LLC Illinois 23-2963552** ELB Investments II LLC Illinois 23-2963552** FC Investments I LLC Massachusetts 23-2838925** FC Investments II LLC Massachusetts 23-2838925** Feys Property LLC Maryland 23-2978195** First Brandywine LLC I Delaware 23-2485787** First Brandywine LLC II Delaware 23-2485787** First Brandywine LLC III Delaware 61-1443340** First Brandywine LLC IV Delaware 61-1443340** Frenchman's Reserve Realty, LLC Florida 23-2417123** Golf I Country Club Estates at Moorpark LLC California 23-2963547** Golf II Country Club Estates at Moorpark LLC California 23-2963547** ** Uses Employer Identification Number used by its sole member. ix State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Hawthorne Woods Country Club I LLC Illinois 75-2985312** Hawthorne Woods Country Club II LLC Illinois 75-2985312** High Point at Hopewell, LLC New Jersey 23-3098583** Hunts Bluff LLC Maryland 23-2978195** Lighthouse Point Land Company, LLC Florida 20-0135814 Long Meadows TBI, LLC Maryland 23-3044366** Manalapan Hunt Investments I LLC New Jersey 23-2806323** Manalapan Hunt Investments II LLC New Jersey 23-2806323** Mizner Realty, L.L.C. Florida 23-2417123** Mountain View Country Club I LLC California 23-3091624** Mountain View Country Club II LLC California 23-3091624** Naples Lakes Country Club, L.L.C. Florida 23-2883354** Naples TBI Realty, LLC Florida 23-2417123** Northville Hills Golf Club LLC Michigan 23-2918224** Nosan & Silverman Homes LLC Michigan 38-3208312 Palm Cove Golf & Yacht Club I LLC Florida 23-3007073** Palm Cove Golf & Yacht Club II LLC Florida 23-3007073** Palm Cove Marina I LLC Florida 23-3007073** Palm Cove Marina II LLC Florida 23-3007073** Regency at Denville LLC New Jersey 23-2810344** Regency at Dominion Valley LLC Virginia 23-2984309** The Regency Golf Club I LLC Virginia 23-2984309** The Regency Golf Club II LLC Virginia 23-2984309** The Ridges at Belmont Country Club I LLC Virginia 23-2810333** The Ridges at Belmont Country Club II LLC Virginia 23-2810333** RiverCrest Sewer Company, LLC Pennsylvania 23-3097672** Sapling Ridge, LLC Maryland 23-2978195** South Riding Realty LLC Virginia 23-2861890** SR Amberlea LLC Virginia 23-2861890** SRH Investments I, LLC California 23-2879946** SRH Investments II, LLC California 23-2879946** Stoney Kill LLC New York 23-2796640** Toll Brothers Realty Michigan II LLC Michigan 23-2417123** Toll Cedar Hunt LLC Virginia 23-2994369** Toll DE X, LLC Delaware 23-3098760 Toll-Dublin, LLC California 23-3070669** Toll Equipment, L.L.C. Delaware 23-2417123** Toll FL I, LLC Florida 23-3007073 Toll Glastonbury LLC Connecticut 23-3041974** Toll MD I, L.L.C. Maryland 23-2737488** Toll NJ I, L.L.C. New Jersey 23-3091620** Toll NJ II, L.L.C. New Jersey 23-3091620** Toll NJ III, L.L.C. New Jersey 23-2417123** Toll Plaza, LLC Pennsylvania 23-2526635 Toll Realty L.L.C. Florida 23-2417123** Toll Reston Associates, L.L.C. Delaware 23-2551790** Toll VA L.L.C Delaware 51-0385728** Toll VA III L.L.C. Virginia 23-2417123** Toll Van Wyck LLC New York 23-2796637** Virginia Construction Co. I, LLC Virginia 23-2417123** Virginia Construction Co. II, LLC Virginia 23-2417123** ** Uses Employer Identification Number used by its sole member. x The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED April 16, 2004. PROSPECTUS [Graphics omitted] OFFER TO EXCHANGE $300,000,000 Toll Brothers Finance Corp. 4.95% Senior Notes due 2014 Guaranteed on a Senior Basis by Toll Brothers, Inc. And Certain of its Subsidiaries, Which Have Been Registered Under the Securities Act of 1933, for Any and All of the Outstanding Toll Brothers Finance Corp. 4.95% Senior Notes Due 2014 The Exchange Notes o The terms of the exchange notes we are issuing will be substantially identical to the outstanding notes that we issued on March 16, 2004, except for the elimination of some transfer restrictions, registration rights and additional interest payments relating to the registration rights. o Interest on the exchange notes will accrue at the rate of 4.95% per year, payable on March 15 and September 15 of each year, beginning September 15, 2004, and the notes will mature on March 15, 2014. o The exchange notes will be unsecured and will rank equally with all our other unsecured and unsubordinated indebtedness. o We may redeem some or all of the exchange notes at any time at the prices described under the heading "Description of Exchange Notes -- Optional Redemption." The exchange notes will not have the benefit of any sinking fund. o The exchange notes are expected to be listed on the New York Stock Exchange. Material Terms of the Exchange Offer o The exchange offer expires at 5:00 p.m., New York City time, on , 2004, unless extended. o Our completion of the exchange offer is subject to customary conditions, which we may waive. o Upon our completion of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of exchange notes that are registered under the Securities Act of 1933. o Tenders of outstanding notes may be withdrawn at any time before the expiration of the exchange offer. o The exchange of exchange notes for outstanding notes will not be a taxable exchange for U.S. Federal income tax purposes. o We will not receive any proceeds from the exchange offer. 1 For a discussion of factors that you should consider before participating in this exchange offer, see "Risk Factors" beginning on page 14 of this prospectus. ---------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved or passed on the adequacy or accuracy of this prospectus or the investment merits of the notes offered hereby. Any representation to the contrary is a criminal offense. ---------------- The date of this prospectus is , 2004 2 You should rely only on the information contained or incorporated by reference in this prospectus or elsewhere in the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. ---------------- TABLE OF CONTENTS Page ---- Documents Incorporated by Reference ..................................... i Available Information ................................................... ii Summary ................................................................. 1 Summary Financial Information ........................................... 13 Risk Factors ............................................................ 14 Forward-Looking Statements .............................................. 22 Use of Proceeds ......................................................... 23 Capitalization .......................................................... 24 Selected Consolidated Financial Information and Operating Data .......... 25 The Guarantors. ......................................................... 26 Description of Other Indebtedness ....................................... 29 The Exchange Offer ...................................................... 30 Description of Exchange Notes ........................................... 44 United States Federal Income Tax Considerations ......................... 62 Plan of Distribution .................................................... 63 Legal Matters ........................................................... 64 Experts ................................................................. 65 ---------------- DOCUMENTS INCORPORATED BY REFERENCE The Securities and Exchange Commission (the "Commission") allows us to "incorporate by reference" into this prospectus the information Toll Brothers, Inc. files with the Commission. This means that we are permitted to disclose important information to you by referring you to other documents Toll Brothers, Inc. has filed with the Commission. We incorporate by reference in two ways. First, we list certain documents that Toll Brothers, Inc. has filed with the Commission. The information in these documents is considered part of this prospectus. Second, Toll Brothers, Inc. expects to file additional documents with the Commission in the future. The information in these documents, when filed, will update and supersede the current information included in or incorporated by reference in this prospectus. You should consider any statement contained in this prospectus or in a document which is incorporated by reference into this prospectus to be modified or superseded to the extent that the statement is modified or superseded by another statement contained in a later dated document that constitutes a part of this prospectus or is incorporated by reference into this prospectus. You should consider any statement which is so modified or superseded to be a part of this prospectus only as so modified or superseded. i We incorporate by reference in this prospectus all the documents listed below and any filings Toll Brothers, Inc. makes with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus until completion of the exchange offer: o Annual Report on Form 10-K of Toll Brothers, Inc. filed with the Commission for the fiscal year ended October 31, 2003; o Quarterly Report on Form 10-Q of Toll Brothers, Inc. filed with the Commission for the quarter ended January 31, 2004; and o Current Reports on Form 8-K of Toll Brothers, Inc. filed with the Commission on February 26, 2004, March 16, 2004 and April 1, 2004. We will deliver, without charge, to anyone receiving this prospectus, upon written or oral request, a copy of any document incorporated by reference in this prospectus but not delivered with this prospectus, but the exhibits to those documents will not be delivered unless they have been specifically incorporated by reference. Requests for these documents should be made to: Director of Investor Relations, Toll Brothers, Inc., 3103 Philmont Avenue, Huntingdon Valley, PA 19006, (215) 938-8000. We will also make available to the holders of the securities offered by this prospectus annual reports which will include audited financial statements of Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Brothers Finance Corp. We do not expect that Toll Brothers Finance Corp. will be required to make filings with the Commission under Section 15(d) of the Securities Exchange Act of 1934. To obtain timely delivery from the Company of documents incorporated by reference in this prospectus, you must request the information no later than five business days prior to the expiration of the exchange offer. The exchange offer will expire on , 2004, unless extended. You should rely only on the information incorporated by reference or provided in this prospectus and any supplement or elsewhere in the registration statement of which this prospectus is a part. We have not authorized anyone else to provide you with different information. AVAILABLE INFORMATION This prospectus is part of a registration statement on Form S-4 that we have filed with the Commission under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement. For further information about us and the exchange notes, you should refer to the registration statement. This prospectus summarizes material provisions of contracts and other documents to which we refer you. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents. We have filed these documents as exhibits to our registration statement. Toll Brothers, Inc. is subject to the informational requirements of the Securities Exchange Act of 1934. In accordance with those requirements, Toll Brothers, Inc. files annual, quarterly and special reports, proxy statements and other information with the Commission. You can read and copy any document Toll Brothers, Inc. files with the Commission at the Commission's public reference room at the following location: Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 ii You may obtain information on the operation of the Commission's public reference room by calling the Commission at 1-800-SEC-0330. The Commission filings of Toll Brothers, Inc. are also available to the public from the Commission's Internet website at http://www.sec.gov. We also make available free of charge on our website, at http://www.tollbrothers.com, all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. In addition, the common stock of Toll Brothers, Inc. is listed on the New York Stock Exchange and similar information concerning Toll Brothers, Inc. can be inspected and copied at the New York Stock Exchange, 20 Broad Street, 7th Floor, New York, New York 10005. The common stock of Toll Brothers, Inc. is also listed on the Pacific Exchange, but the Pacific Exchange does not have a public reference room for review of Commission filings of its listed companies. iii SUMMARY The following summary highlights selected information from this document and may not contain all the information that may be important to you. This summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. Except as noted in sections of this prospectus entitled "Summary--The Exchange Offer," "Summary--The Exchange Notes," "The Exchange Offer," and "Description of Exchange Notes," or unless otherwise expressly stated or the context requires otherwise, all references to "we," "us," "our," and all similar references used in this prospectus are to Toll Brothers, Inc. and its consolidated subsidiaries, including Toll Brothers Finance Corp. and the subsidiary guarantors. Throughout this prospectus, we use the terms "old notes" and "outstanding notes" to refer to the currently outstanding 4.95% Senior Notes due 2014 of Toll Brothers Finance Corp. for which the exchange notes are being offered for exchange. Unless otherwise stated or the context otherwise requires, references to "senior notes" refers to the outstanding old notes and the exchange notes, collectively. Toll Brothers, Inc. Overview Toll Brothers, Inc., through its subsidiaries, designs, builds, markets and arranges financing for single-family detached and attached homes in middle- income and high-income residential communities. We cater to the move-up, empty-nester and age-qualified home buyer. We currently conduct operations in 21 states in six regions of the United States. Our communities are generally located on land we have developed or acquired fully approved and, in some cases, improved. We market our homes primarily to middle-income and upper-income buyers. We emphasize high quality construction and customer satisfaction. We also operate our own land development, architectural, engineering, mortgage, title, golf course development and management, security monitoring, landscape, cable T.V., broadband Internet access, lumber distribution, house component assembly and manufacturing operations. At October 31, 2003, we were operating in 313 communities containing over 25,600 home sites which we owned or controlled through options. Of the 313 communities, 200 were offering homes for sale, 55 had not yet opened for sale and 58 were sold out but all home deliveries had not been completed. At October 31, 2003, we also owned or controlled through options approximately 22,500 home sites in 196 proposed communities. Of the approximately 48,100 lots owned or controlled through options at October 31, 2003, we owned approximately 29,100 of them. At October 31, 2003, we were selling from 200 communities as compared to 170 communities at October 31, 2002. At October 31, 2003, we were offering single-family detached homes at prices, excluding customized options, generally ranging from $246,000 to $1,708,000 with an average base sales price of $546,000. We were offering single-family attached homes at prices, excluding customized options, generally ranging from $202,000 to $716,000, with an average base sales price of $349,000. On average, homebuyers added approximately 22%, or $103,000 per home, in options and lot premiums to the base price of homes delivered in fiscal 2003. For the fiscal year ended October 31, 2003, revenues from home sales were approximately $2.73 billion (4,911 homes) as compared to $2.28 billion (4,430 homes) for fiscal 2002. New sales contracts were approximately $3.49 billion (6,161 homes) in fiscal 2003 as compared to $2.75 billion (5,113 homes) in fiscal 2002. 1 In recognition of our achievements, we have received numerous awards from national, state and local homebuilder publications and associations. We are the only publicly traded national homebuilder to have won all three of the industry's highest honors: America's Best Builder (1996), the National Housing Quality Award (1995) and Builder of the Year (1988). Recent Developments For the three months ended January 31, 2004, revenues from home sales were $589.6 million (1,085 homes), 6% higher than the $557.9 million (1,036 homes) in revenues from home sales during the three-month period ended January 31, 2003. New contracts signed for the three months ended January 31, 2004 were $904.4 million (1,517 homes), a 54% increase over the $586.2 million (1,066 homes) in new contracts signed during the same period of fiscal 2003. At January 31, 2004, we were selling from 205 communities as compared to 172 communities at January 31, 2003 and 200 communities at October 31, 2003. Our backlog of homes under contract at January 31, 2004 was $2.95 billion (5,094 homes), 56% higher than the $1.89 billion (3,387 homes) backlog at January 31, 2003. We expect to deliver a substantial number of the homes in backlog at January 31, 2004 by January 31, 2005. Executive Offices Our executive offices are located at 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006. Our telephone number is (215) 938-8000. Toll Brothers Finance Corp. Toll Brothers Finance Corp. is an indirect, wholly-owned subsidiary of Toll Brothers, Inc. Toll Brothers Finance Corp. generates no operating revenues and will not have any independent operations other than the financing of other subsidiaries of Toll Brothers, Inc. by lending the proceeds of the offering of the old notes and similar activities related to previous and future offerings of debt securities. 2 Summary--The Exchange Offer The following highlights selected information from this document and may not contain all the information that may be important to you. This summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. As used in this "Summary--The Exchange Offer" section, all references to "we," "us," "our," and all similar references are to Toll Brothers Finance Corp. The Exchange Offer...................... The exchange offer relates to the exchange of up to $300 million aggregate principal amount of our 4.95% Senior Notes due 2014 that have been registered under the Securities Act of 1933 for an equal aggregate principal amount of our outstanding unregistered 4.95% Senior Notes due 2014. On March 16, 2004, we issued and sold $300 million in aggregate principal amount of these old notes in a private placement. The form and terms of the exchange notes are substantially the same as the form and terms of the old notes, except that the exchange notes have been registered under the Securities Act and will not bear legends restricting their transfer or contain terms providing for registration rights or the payment of additional interest relating to the registration rights. We issued the old notes under an indenture which grants you a number of rights. The exchange notes also will be issued under that indenture and you will have the same rights under the indenture as the holders of the old notes. See "Description of Exchange Notes." We are offering to exchange $1,000 principal amount of our exchange notes for each $1,000 principal amount of old notes. Accrued Interest on the Exchange Notes.......................... Interest on the exchange notes will accrue from the last interest payment date on which interest was paid on the old notes or, if no interest was paid on the old notes, from the date of issuance of the old notes, which was March 16, 2004. Holders whose old notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the old notes. No Minimum Condition.................... We are not conditioning the exchange offer on the tender of any minimum principal amount of old notes. 3 Expiration Date......................... The exchange offer will expire on ,2004 at 5:00 p.m. New York City time unless we decide to extend the exchange offer. Withdrawal Rights....................... You may withdraw your tender at any time before the exchange offer expires. Conditions to the Exchange Offer........ The exchange offer is subject to customary conditions, which we may waive. We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if any of the conditions are not satisfied. For additional information, see the section "The Exchange Offer" in this prospectus under the subheading "Certain Conditions to the Exchange Offer." Procedures for Tendering Old Notes...... If you are a holder of old notes who wishes to accept the exchange offer, you must: o complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your old notes, to the exchange agent at the address provided in the section "The Exchange Offer" in this prospectus under the subheading "Exchange Agent"; or o arrange for The Depository Trust Company to transmit certain required information, including an agent's message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer. Resale Without Further Registration..... We believe that you will be able to resell or otherwise transfer the exchange notes that you receive in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act so long as you are not a broker- dealer and you meet the following conditions: 4 o you are not an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 of the Securities Act; o you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your business; and o you have no arrangement or understanding with any person to participate in the distribution of the exchange notes. By signing the letter of transmittal and tendering your old notes, you will be making representations to this effect. You may incur liability under the Securities Act if: o any of the representations listed above are not true; and o you transfer any exchange note issued to you in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, unless the transfer otherwise meets an exemption from the registration requirements under the Securities Act. We do not assume, or indemnify you against, liability under these circumstances which means that we will not protect you from any loss you incur as a result of this liability. Restrictions on Resale by Broker-Dealers Each broker-dealer that has received exchange notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus in connection with any resale for a period of 270 days after the end of the exchange offer. 5 Special Procedures for Beneficial Owners If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. Guaranteed Delivery Procedures.......... If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedures for book-entry transfer cannot be completed on time, you may tender your old notes according to the guaranteed delivery procedures described in the section "The Exchange Offer" in this prospectus under the subheading "Procedures for Tendering Old Notes." Acceptance of Old Notes and Delivery of Exchange Notes............ We will accept for exchange all old notes which are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. For additional information, see the section "The Exchange Offer" in this prospectus under the subheading "Acceptance of Old Notes for Exchange; Delivery of Exchange Notes." Use of Proceeds......................... We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay the expenses incident to the exchange offer. Federal Income Tax...................... The exchange of exchange notes for old notes in the exchange offer will not be a taxable event for federal income tax purposes. For additional information, see the section "United States Federal Income Tax Considerations" in this prospectus. Effect on Holders of Old Notes.......... As a result of this exchange offer, we expect to have fulfilled a covenant contained in the registration rights agreement dated as of March 16, 2004 by and among Toll Brothers Finance Corp., Toll Brothers, Inc. and the initial purchasers named in the agreement and, accordingly, there will be no increase in the interest rate on the old notes. If you do not tender your old notes in the exchange offer: 6 o you will continue to hold the old notes and will be entitled to all the rights and limitations applicable to the old notes under the indenture governing the notes, except for any rights under the registration rights agreement that terminate as a result of the completion of the exchange offer; and o you will not have any further registration or exchange rights and your old notes will continue to be subject to restrictions on transfer. Accordingly, the trading market for untendered old notes could be adversely affected. Exchange Agent.......................... J.P. Morgan Trust Company, National Association is serving as exchange agent in connection with the exchange offer. Summary--The Exchange Notes The following highlights selected information from this document and may not contain all the information that may be important to you. This summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. As used in this "Summary--The Exchange Notes" section, all references to "we," "us," "our," and all similar references are to Toll Brothers Finance Corp. Terms of the Exchange Notes: Issuer.................................. Toll Brothers Finance Corp. Exchange Notes Offered.................. Up to $300 million principal amount of 4.95% Senior Notes due 2014. The form and terms of the exchange notes will be the same as the form and terms of the old notes, except that: o the exchange notes will have been registered under the Securities Act, will not contain transfer restrictions, and will not bear legends restricting their transfer; o the exchange notes will not contain terms providing for the payment of additional interest under circumstances relating to our obligation to file and cause to be effective a registration statement; and 7 o the exchange notes will be issuable in denominations of $1,000 and multiples thereof. Interest................................ Interest will accrue on the exchange notes at a rate of 4.95% per annum and will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2004. Interest will accrue from March 16, 2004, the date of issuance of the old notes, or, if interest has already been paid, from the date it was most recently paid. Maturity Date........................... March 15, 2014. Ranking................................. The exchange notes will be: o structurally subordinated to the prior claims of creditors, including trade creditors, of the subsidiaries of Toll Brothers, Inc. that are not guarantors of the exchange notes, the aggregate amount of which claims was approximately $90.0 million at January 31, 2004; and o effectively subordinated to the secured indebtedness of the guarantors of the exchange notes, which indebtedness is comprised principally of indebtedness secured by purchase money mortgages on some of their respective real property, the aggregate principal amount of which indebtedness was approximately $53.0 million at January 31, 2004. The exchange notes will rank equally with all of our unsecured and unsubordinated indebtedness including, without limitation, our 6.875% Senior Notes due 2012, our 5.95% Senior Notes due 2013 and any indebtedness arising from our guarantee of the $575 million unsecured revolving credit facility and $222.5 million term loan of First Huntingdon Finance Corp., and will rank senior to Toll Corp.'s senior subordinated indebtedness. For additional information on the material indebtedness of Toll Brothers, Inc. and its subsidiaries other than the old notes, see "Description of Other Indebtedness" in this prospectus. 8 For information regarding the ranking of the guarantees being issued by Toll Brothers, Inc. and its guarantor subsidiaries, see "Guarantees" in this "Summary--The Exchange Notes." Guarantees.............................. Payment of principal and interest on the exchange notes will be fully and unconditionally guaranteed on a joint and several basis by Toll Brothers, Inc. and all of its subsidiaries that guarantee its current bank credit facilities, our 6.875% Senior Notes due 2012 and our 5.95% Senior Notes due 2013. Each guarantee will rank equally with all other unsecured and unsubordinated indebtedness of the entity giving the guarantee including, without limitation, any indebtedness arising from the entity's guarantee of our 6.875% Senior Notes due 2012, our 5.95% Senior Notes due 2013 and the unsecured revolving credit facility and term loan of First Huntingdon Finance Corp. At January 31, 2004, these guarantors had approximately $53.0 million aggregate principal amount of secured indebtedness comprised principally of indebtedness secured by purchase money mortgages on some of their respective real property for borrowed money outstanding, which indebtedness will rank senior to their guarantees of the exchange notes. In addition, Toll Brothers, Inc.'s guarantee will be structurally subordinated to the prior claims of creditors, including trade creditors, of its subsidiaries that are not guarantors of the exchange notes, the aggregate amount of which claims was approximately $90.0 million at January 31, 2004 and will rank senior to its guarantee of the senior subordinated notes of Toll Corp. Optional Redemption..................... We may redeem any or all of the exchange notes at any time at a redemption price equal to the greater of (a) 100% of the principal amount of the exchange notes being redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the exchange notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate with respect to the applicable redemption date plus 25 basis points, plus, in each case, accrued and unpaid interest on the exchange notes to the redemption date. 9 Sinking Fund............................ None. Denominations........................... $1,000 and integral multiples thereof. Use of Proceeds......................... We will not receive any cash proceeds from the exchange offer. Absence of Market for the Exchange Notes.................................. The exchange notes are a new issue of securities with no established trading market. While we expect to list the exchange notes on the New York Stock Exchange, we cannot assure you that an active trading market for the exchange notes will develop, or that if one does develop, it will be maintained. General Indenture Provisions Applicable to the Exchange Notes: No Limit on Debt........................ Except as noted below under "Certain Covenants," the indenture governing the exchange notes does not limit the amount of debt that we may issue or provide holders any protection should we be involved in a highly leveraged transaction. Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and the other guarantors of the exchange notes is a guarantor of the $575 million unsecured revolving credit facility of First Huntingdon Finance Corp., a wholly-owned, indirect subsidiary of Toll Brothers, Inc., with 17 banks, which facility extends to March 2006. At January 31, 2004, there were no borrowings outstanding under this facility and approximately $119.7 million of letters of credit were outstanding under the facility. In addition, each of Toll Brothers Finance Corp., Toll Brothers, Inc. and the other guarantors of the senior notes is a guarantor of First Huntingdon Finance Corp.'s $222.5 million term loan, which loan is repayable in July 2005. Certain Covenants....................... The indenture governing the exchange notes contains covenants that, among other things, will limit our ability and the ability of Toll Brothers, Inc. and some of its subsidiaries to: 10 o issue, assume or guarantee certain additional secured indebtedness; and o engage in sale and lease-back transactions. These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of Exchange Notes" in this prospectus. Events of Default....................... Each of the following is an event of default under the indenture governing the senior notes: o our failure for 30 days to pay interest when due on the senior notes; o our failure to pay principal of or premium, if any, on the senior notes when due; o our failure or the failure of Toll Brothers, Inc. or any guarantor which is a significant subsidiary to perform other covenants with respect to the senior notes, the indenture or the guarantees for 60 days after receipt of notice of failure; o the occurrence of a default with respect to our debt or the debt (except certain non-recourse debt) of Toll Brothers, Inc. or any other guarantor totaling $10 million or more in aggregate principal amount, resulting in the acceleration of such debt or due to the failure to pay such debt at maturity; o an acceleration or significant modification occurs with respect to any series of the senior subordinated notes of Toll Corp., if on the date of occurrence the outstanding principal amount of such senior subordinated notes exceeds $5 million; o any guarantee in respect of the senior notes by Toll Brothers, Inc. or guarantors that are significant subsidiaries ceases to be in full force and effect and enforceable in accordance with its terms; and 11 o certain events of bankruptcy, insolvency or reorganization affecting us, Toll Brothers, Inc. or other guarantors that are significant subsidiaries. If any event of default occurs and is continuing, the trustee under the indenture or holders of at least 25% in aggregate principal amount of outstanding senior notes issued under the indenture may declare the principal thereof immediately due and payable. Other................................... The exchange notes and any old notes not exchanged for the exchange notes will constitute a single series of senior notes under the indenture and will therefore vote together as a single class for purposes of determining whether the holders of the requisite percentage in outstanding principal amount have taken certain actions or exercised certain rights under the indenture. 12 SUMMARY FINANCIAL INFORMATION (Dollars in Thousands) The following summary consolidated financial information for each of the annual periods in the five years ended October 31, 2003 is derived from our audited consolidated financial statements. The following summary consolidated financial information for the three months ended January 31, 2003 and 2004 is derived from our unaudited quarterly consolidated financial statements and, in the opinion of management, includes all adjustments (consisting of normal recurring items) necessary for the fair presentation of the results for such periods. The following summary financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto contained in our annual report on Form 10-K for the fiscal year ended October 31, 2003 and our quarterly report on Form 10-Q for the quarter ended Janaury 31, 2004 which are incorporated into this prospectus by reference. The results of operations for the three months ended January 31, 2004 may not be indicative of results of operations to be expected for the full fiscal year.
Three months ended Year ended October 31, January 31, ------------------------------------------------------------------------ -------------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income Statement Data: Revenues $1,464,115 $1,814,362 $2,229,605 $2,328,972 $2,775,241 $570,260 $597,912 Income before income taxes $160,432 $230,966 $337,889 $347,318 $411,153 $71,920 $78,970 Net income $101,566 $145,943 $213,673 $219,887 $259,820 $45,414 $50,084 Other Financial Data: Depreciation and amortization $7,514 $8,528 $9,356 $10,495 $12,075 $3,045 $3,563 Interest incurred $52,914 $60,275 $79,245 $90,331 $104,754 $25,782 $28,240 Ratio of earnings to fixed charges (1) 3.75x 4.56x 4.94x 4.49x 4.50x 3.28x 3.27x At October 31, At January 31, ------------------------------------------------------------------------ -------------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance Sheet Data: Inventory $1,443,282 $1,712,383 $2,183,541 $2,551,061 $3,080,349 $2,716,195 $3,272,560 Total assets $1,668,062 $2,030,254 $2,532,200 $2,895,365 $3,787,391 $3,160,833 $3,826,875 Debt Loans payable $214,462 $326,537 $362,712 $253,194 $281,697 $244,486 $279,933 Senior debt 546,669 298,087 546,744 Subordinated debt 469,418 469,499 669,581 819,663 620,000 719,970 620,000 Mortgage company warehouse loan 24,754 48,996 49,939 49,936 37,137 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total debt $683,880 $796,036 $1,057,047 $1,121,853 $1,498,305 $1,312,479 $1,483,814 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Stockholders' equity $616,334 $745,145 $912,583 $1,129,509 $1,476,628 $1,179,842 $1,549,198
(1) For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes plus interest expense and fixed charges except interest incurred. Fixed charges consist of interest incurred, whether expensed or capitalized, one-third of rent expense that is representative of the interest factor and amortization of debt discount and issuance costs. The pro forma ratio of earnings to fixed charges would be 4.32x for the year ended October 31, 2003 and 3.25x for the three months ended January 31, 2004 assuming that the $300 million of the old notes issued in March 2004, the $250 million principal amount of the 5.95% Senior Notes due 2013 issued in September 2003 and the $300 million principal amount of the 6.875% Senior Notes due 2012 issued in November 2002 were outstanding as of November 1, 2002, and assuming that the $100 million principal amount of 8 3/4% Senior Subordinated Notes due 2006, the $100 million principal amount of 7 3/4% Senior Subordinated Notes due 2007 and the $170 million principal amount of 8 1/8% Senior Subordinated Notes due 2009 were paid as of October 31, 2002. 13 RISK FACTORS You should consider carefully the following risk factors, as well as all of the other information contained or incorporated by reference in this prospectus, before making an investment in the exchange notes offered by this prospectus. Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the senior notes. We have a significant amount of indebtedness. The following tables show important credit statistics. At January 31, 2004 ($ in thousands)(1) ------------------- (unaudited) Total indebtedness........................................ $1,487,070 Stockholders' equity...................................... $1,549,198 Debt to equity ratio...................................... .96x - --------------- (1) Does not include the $300 million of old notes issued March 16, 2004 and the redemption of the $170 million of 8 1/8% Senior Subordinated Notes due 2009 on April 15, 2004. For the Year Ended For the Three Months Ended October 31, 2003 Janaury 31, 2004 ------------------ ------------------------- Pro forma ratio of earnings to fixed charges(2)............ 4.32x 3.25x - --------------- (2) The ratios of earnings to fixed charges are presented on a pro forma basis assuming that the $300 million principal amount of old notes issued in March 2004, the $250 million principal amount of 5.95% Senior Notes due 2013 issued in September 2003, and the $300 million principal amount of 6.875% Senior Notes due 2012 issued in November 2002 were outstanding as of November 1, 2002, and assuming that the $100 million principal amount of 8 3/4% Senior Subordinated Notes due 2006 which were redeemed in December 2002, the $100 million principal amount of 7 3/4% Senior Subordinated Notes due 2007 which were redeemed in October 2003, and the 8 1/8% Senior Subordinated Notes due 2009 which were redeemed on April 15, 2004, were paid as of October 31, 2002. Our substantial indebtedness could have important consequences to you. For example, it could: o make it more difficult for us to satisfy our obligations with respect to the senior notes; o increase our vulnerability to general adverse economic and industry conditions; o limit our ability to borrow money or sell stock to fund future working capital, capital expenditures, debt service requirements and other general corporate requirements; o require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing our ability to use our cash flow for other purposes; 14 o limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; o make it more difficult for us to meet our debt service obligations in the event that there is a substantial increase in interest rates because our indebtedness under our bank revolving credit facility bears interest at fluctuating rates; o place us at a competitive disadvantage compared to our competitors that have less debt; and o limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on us. The indentures governing the senior notes, the 6.875% Senior Notes due 2012 and the 5.95% Senior Notes due 2013 of Toll Brothers Finance Corp. and the senior subordinated notes of Toll Corp., as well as the terms and conditions of our bank credit facilities, impose restrictions on our operations and activities and require us to comply with financial covenants. If we fail to comply with any of these restrictions or covenants, the trustees or the banks, as appropriate, could cause our debt to become due and payable before maturity. In addition, each of the indentures governing the senior notes, the 6.875% Senior Notes due 2012 and the 5.95% Senior Notes due 2013 of Toll Brothers Finance Corp. and the senior subordinated notes of Toll Corp., as well as the terms and conditions of our bank credit facilities, contain cross acceleration or cross default provisions which, in general, have the effect that an acceleration or a default, as the case may be, under any one of these instruments will constitute a default under all of them. In the event of such a default, it is unlikely that we would be able to repay all of this outstanding indebtedness simultaneously. At January 31, 2004, the aggregate amount of borrowings outstanding under the 6.875% Senior Notes due 2012 and the 5.95% Senior Notes due 2013 of Toll Brothers Finance Corp., the senior subordinated notes of Toll Corp. and the bank credit facilities was approximately $1.39 billion. This amount does not reflect the issuance, on March 16, 2004, of $300 million aggregate principal amount of old notes or the redemption on April 15, 2004, of $170 million aggregate principal amount of 8 1/8% Senior Subordinated Notes due 2009 of Toll Corp. Despite our current indebtedness levels, we may be able to incur more debt. If we incur more debt, it could intensify the risks described above. Toll Brothers, Inc., Toll Brothers Finance Corp. and other subsidiaries of Toll Brothers, Inc. may be able to incur substantial additional indebtedness, including secured indebtedness that ranks senior to the senior notes and the guarantees. The terms of the indenture do not prohibit Toll Brothers, Inc., Toll Brothers Finance Corp., or any other subsidiary of Toll Brothers, Inc. from incurring such indebtedness. At January 31, 2004, we had a $575 million unsecured revolving credit facility with 17 banks which extends to March 2006. At January 31, 2004, we had no borrowings against the facility and approximately $119.7 million of letters of credit outstanding under the facility. In addition to our revolving bank credit facility, at January 31, 2004 we had a term loan of $222.5 million due July 2005. At January 31, 2004, we had outstanding, through Toll Brothers Finance Corp., an aggregate principal amount of $550 million in senior notes guaranteed, on a senior basis, by Toll Brothers, Inc. and certain of its subsidiaries and we had outstanding, through Toll Corp., a wholly-owned, indirect subsidiary of Toll Brothers, Inc., an aggregate principal amount of $620 million in senior subordinated notes guaranteed, on a senior subordinated basis, by Toll Brothers, Inc. These amounts do not reflect the issuance, on March 16, 2004, of $300 million aggregate principal amount of old notes or the redemption on April 15, 2004 of $170 million aggregate principal amount of 8 1/8% Senior Subordinated Notes due 2009 of Toll Corp. If new debt is added to the current debt levels of Toll Brothers, Inc., Toll Brothers Finance Corp. and/or the other subsidiaries of Toll Brothers, Inc., the related risks that we now face could intensify. 15 To service our indebtedness, including the senior notes, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to meet our debt service and other obligations will depend upon our future performance. We are engaged in a business that is substantially affected by changes in economic cycles. Our revenues and earnings vary with the level of general economic activity in the markets we serve. Financial, political, business and other factors, many of which are beyond our control, also could affect our business. Our annual debt service obligations vary from year to year, principally due to the varying maturities of our indebtedness. At January 31, 2004, annual interest payment requirements were approximately $106.4 million. Interest rates on a substantial portion of our existing indebtedness are fixed. However, changes in prevailing interest rates may affect our ability to meet our debt service obligations, because borrowings under our bank revolving credit facility may bear interest at floating rates. A higher interest rate on our debt could adversely affect our operating results. A one percent (1%) increase in interest rates would have increased our annual interest cost at January 31, 2004 by approximately $400,000. Higher interest rates may also affect the desire or ability of customers to buy our houses. We cannot be certain that our earnings will be sufficient to allow us to pay the principal and interest on our debt, including the senior notes, and meet our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt, including the senior notes, sell assets, borrow more money or raise equity. We may not be able to refinance our debt, sell assets, borrow more money or raise equity on terms acceptable to us, if at all. The senior notes are subordinated to the secured debt of Toll Brothers Finance Corp., are effectively subordinated to the secured debt of Toll Brothers, Inc. and the guarantor subsidiaries and are structurally subordinated to the liabilities of Toll Brothers, Inc.'s subsidiaries that do not guarantee the senior notes. The senior notes are the senior unsecured obligations of Toll Brothers Finance Corp. and are subordinated in right of payment to future secured debt of Toll Brothers Finance Corp., and are effectively subordinated in right of payment to existing and future secured debt of Toll Brothers, Inc. and the guarantor subsidiaries, including the obligations of the guarantor subsidiaries under various purchase money mortgages, to the extent of such security. The effect of this subordination is that if Toll Brothers Finance Corp., Toll Brothers, Inc. or a guarantor subsidiary is involved in a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, or upon a default in payment on, or the acceleration of, any secured debt, the assets of Toll Brothers Finance Corp., Toll Brothers, Inc. and the guarantor subsidiaries that secure the secured debt will be available to pay obligations on the senior notes only after all secured debt has been paid in full from those assets. At January 31, 2004, we had approximately $53.0 million aggregate principal amount of such secured indebtedness for borrowed money outstanding. 16 The senior notes are structurally subordinated in right of payment to all existing and future debt and other liabilities, including trade payables, of Toll Brothers, Inc.'s non-guarantor subsidiaries and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets of those subsidiaries. There was approximately $90.0 million aggregate amount of these claims outstanding at January 31, 2004. We may not have sufficient assets remaining to pay amounts due on any or all of the senior notes then outstanding. A court may void the subsidiary guarantees of the senior notes or subordinate the subsidiary guarantees to other obligations of the subsidiary guarantors. Although standards may vary depending upon the applicable law, generally under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void all or a portion of the subsidiary guarantees of the senior notes or subordinate the subsidiary guarantees to other obligations of Toll Brothers, Inc. and/or the subsidiary guarantors. If the claims of the holders of the senior notes against any subsidiary guarantor were held to be subordinated in favor of other creditors of that subsidiary guarantor, the other creditors would be entitled to be paid in full before any payment could be made on the senior notes. If one or more of the subsidiary guarantees were voided or subordinated, we cannot assure you that, after providing for all prior claims, there would be sufficient assets remaining to satisfy the claims of the holders of the senior notes. The indenture governing the senior notes contains few covenants and no provisions to protect holders of the senior notes in the event of a change in control, highly leveraged transaction, change in credit rating or other similar occurrence. The indenture governing the senior notes contains only limited events of default other than our failure to pay principal and interest on time. Except as noted below and further described under the heading "Description of Exchange Notes," the indenture governing the senior notes does not contain covenants or other provisions to protect holders of the senior notes in the event of a change of control, a highly leveraged transaction, a change of credit rating or other similar occurrence. The indenture provides limited protection for holders of the senior notes if we are purchased through what is known as a leveraged buy-out or if there is a change in who has voting control over us. A leveraged buy-out is a transaction where a buyer seeking to purchase us relies on our credit and uses our assets as collateral to borrow funds to finance the purchase. If we are acquired, the indenture requires the buyer to assume our obligations to holders of the senior notes. However, the indenture does not prohibit the buyer from incurring additional debt including, subject to exceptions and qualifications, secured debt which would be effectively senior in right of payment to that of the holders of the senior notes. This might reduce the cash available to us, or to anyone who may acquire us, and impair our ability, or the ability of anyone who acquires us, to make payments on the senior notes. If an active trading market for the exchange notes fails to develop, the trading price and liquidity of the exchange notes could be adversely affected. The exchange notes are expected to be listed on the New York Stock Exchange. However, an active market for the exchange notes may not develop. We do not expect any affiliate of ours to make a market in the exchange notes. The initial purchasers of the old notes have advised us that they currently intend to make a market in the exchange notes. However, the initial purchasers are not obligated to make a market and may discontinue their market-making activities at any time without notice. The liquidity of the trading market for the exchange notes will depend in part on the level of participation of the holders of the old notes in the exchange offer. The greater the participation in the exchange offer, the greater the liquidity of the trading market for the exchange notes and the lesser the liquidity of the trading market for the old notes not tendered during the exchange offer. We do not know how many holders of the old notes will accept this exchange offer and, therefore, do not know what principal amount of the exchange notes will be issued. In addition, market making activity by the initial purchasers will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934. As a result, we cannot assure you that any market for the exchange notes will develop, or, if one does develop, that it will be maintained. If an active market for the exchange notes fails to develop, or be maintained, the trading price and liquidity of the exchange notes could be adversely affected. 17 Future trading prices of the exchange notes would depend on many factors, including among others, prevailing interest rates, our operating results, and the market for similar securities. Depending on prevailing interest rates, our financial condition, the market for similar securities and other factors, the exchange notes could trade at a discount from their principal amount. If you fail to exchange your old notes by properly tendering them for exchange notes in the exchange offer, your old notes will continue to be subject to transfer restrictions and may have reduced liquidity. We will issue exchange notes only in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of old notes. If you do not exchange your old notes for exchange notes in the exchange offer by properly tendering them for exchange notes, your old notes will continue to be subject to the restrictions on transfer described in the legend on your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. As we do not intend to register the old notes under the Securities Act, in the event the exchange offer is completed, holders of old notes which have not been exchanged who seek liquidity in their investment would have to rely on exemptions to the registration requirements under the securities laws, including the Securities Act. Consequently, holders of old notes who do not participate in the exchange offer could experience significant diminution in the value of their old notes, compared to the value of the exchange notes. See "The Exchange Offer - Consequences of Failure to Exchange" for a discussion of possible consequences of failing to exchange your old notes. An adverse change in economic conditions could reduce the demand for homes and, as a result, could reduce our earnings. Changes in national and regional economic conditions, as well as local economic conditions where we conduct our operations and where prospective purchasers of our homes live, can have a negative impact on our business. Adverse changes in employment levels, job growth, consumer confidence, housing demand, interest rates and population growth may reduce demand and depress prices for our homes. This, in turn, can reduce our earnings. 18 The homebuilding industry is highly competitive and, if others are more successful, our business could decline. We operate in a very competitive environment which is characterized by competition from a number of other homebuilders in each market in which we operate. We compete with large national and regional homebuilders and with smaller local homebuilders for land, financing, raw materials and skilled management and labor resources. We also compete with the resale, or "previously owned," home market. Increased competition could cause us to increase our selling incentives and/or reduce our prices. An oversupply of homes available for sale could also depress our home prices and adversely affect our operations. If we are unable to compete effectively in our markets, our business could decline. If land is not available at reasonable prices, our sales and earnings could decrease. Our operations depend on our ability to continue to obtain land for the development of our residential communities at reasonable prices. Changes in the general availability of land, competition for available land, availability of financing to acquire land, zoning regulations that limit housing density and other market conditions may hurt our ability to obtain land for new residential communities. If the supply of land appropriate for development of our residential communities becomes more limited because of these factors, or for any reason, the cost of land could increase and/or the number of homes that we build and sell could be reduced. If the market value of our homes drops significantly, our profits could decrease. The market value of our land and housing inventories depends on market conditions. We acquire land for expansion into new markets and for replacement of land inventory and expansion within our current markets. If housing demand decreases below what we anticipated when we acquired our inventory, we may not be able to make profits similar to what we have made in the past, may experience less than anticipated profits and/or may not be able to recover our costs when we build and sell homes. In the face of adverse market conditions, we may have substantial inventory carrying costs or we may have to sell land or homes at a loss. Government regulations may delay the start or completion of our communities, increase our expenses or limit our homebuilding activities, which could have a negative impact on our operations. We must obtain the approval of numerous governmental authorities in connection with our development activities, and these governmental authorities often have broad discretion in exercising their approval authority. We incur substantial costs related to compliance with legal and regulatory requirements. Any increase in legal and regulatory requirements may cause us to incur substantial additional costs, as discussed below. Various local, state and federal statutes, ordinances, rules and regulations concerning building, zoning, sales and similar matters apply to and/or affect the housing industry. This governmental regulation affects construction activities as well as sales activities, mortgage lending activities and other dealings with consumers. The industry also has experienced an increase in state and local legislation and regulations which limit the availability or use of land. We may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law. 19 Expansion of regulation in the housing industry has increased the time required to obtain the necessary approvals to begin construction and has prolonged the time between the initial acquisition of land or land options and the commencement and completion of construction. These delays can increase our costs and decrease our profitability. Municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. In some areas, municipalities may enact growth control initiatives, which will restrict the number of building permits available in a given year. If municipalities in which we operate take actions like these, it could have an adverse effect on our business by causing delays, increasing our costs or severely limiting our ability to operate in those municipalities. Increases in taxes or government fees could increase our costs, and adverse changes in tax laws could reduce customer demand for our homes. Increases in real estate taxes and other local government fees, such as fees imposed on developers to fund schools, open space, road improvements, and/or provide low and moderate income housing, could increase our costs and have an adverse effect on our operations. In addition, increases in local real estate taxes could adversely affect our potential customers who may consider those costs in determining whether to make a new home purchase and decide, as a result, not to purchase one of our homes. In addition, any changes in the income tax laws that would reduce or eliminate tax incentives to homeowners could make housing less affordable or otherwise reduce the demand for housing, which in turn could reduce our sales and hurt our operating results. Adverse weather conditions and conditions in nature beyond our control could disrupt the development of our communities, which could harm our sales and earnings. Adverse weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, floods and fires, can have serious effects on our ability to develop our residential communities. We also may be affected by unforeseen engineering, environmental or geological problems. Any of these adverse events or circumstances could cause delays in the completion of, or increase the cost of, developing one or more of our residential communities and, as a result, could harm our sales and earnings. If we experience shortages of labor and supplies or other circumstances beyond our control, there could be delays or increased costs in developing our communities, which would adversely affect our operating results. Our ability to develop residential communities may be affected by circumstances beyond our control, including: work stoppages, labor disputes and shortages of qualified trades people, such as carpenters, roofers, electricians and plumbers; lack of availability of adequate utility infrastructure and services; our need to rely on local subcontractors who may not be adequately capitalized or insured; and shortages or fluctuations in prices of building materials. Any of these circumstances could give rise to delays in the start or completion of, or increase the cost of, developing one or more of our residential communities. We may not be able to recover these increased costs by raising our home prices because, typically, the price for each home is set months prior to delivery in a home sale contract with the customer. If that happens, our operating results could be harmed. Additionally, we may be limited in the amount we can raise sales prices by our customers' willingness to pay higher prices. 20 We are subject to one collective bargaining agreement that covers less than 5% of our employees. We have not experienced any work stoppages due to strikes by unionized workers, but we cannot assure you that there will not be any work stoppages due to strikes or other job actions in the future. We use independent contractors to construct our homes. At any given point in time, some or all of these subcontractors may be unionized. Product liability litigation and warranty claims that arise in the ordinary course of business may be costly, which could adversely affect our business. As a homebuilder, we are subject to construction defect and home warranty claims arising in the ordinary course of business. These claims are common in the homebuilding industry and can be costly. In addition, the costs of insuring against construction defect and product liability claims are high, and the amount of coverage offered by insurance companies is currently limited. There can be no assurance that this coverage will not be further restricted and become more costly. If we are not able to obtain adequate insurance against these claims, we may experience losses that could hurt our business. If we are not able to obtain suitable financing, our business may decline. Our business and earnings depend substantially on our ability to obtain financing for the development of our residential communities, whether from bank borrowings or from sales of our debt or equity securities. If we are not able to obtain suitable financing, our costs could increase and our revenues could decrease, or we could be precluded from continuing our operations at current levels. Increases in interest rates can make it more difficult and/or expensive for us to obtain the funds we need to operate our business. The amount of interest we incur on our revolving bank credit facility fluctuates based on changes in short-term interest rates, the amount of borrowings we incur and the ratings that national rating agencies assign to our outstanding debt securities. Increases in interest rates generally and/or any downgrading in the ratings that national rating agencies assign to our outstanding debt securities would increase the interest rates we must pay on any subsequent issuances of debt securities, and any such ratings downgrade could also make it more difficult for us to sell such debt securities. If our potential customers are not able to obtain suitable financing, our business may decline. Our business and earnings also depend on the ability of our potential customers to obtain mortgages for the purchase of our homes. Increases in the cost of home mortgage financing could prevent our potential customers from purchasing our homes. In addition, where our potential customers must sell their existing homes in order to buy a home from us, increases in mortgage costs could prevent the buyers of our customers' existing homes from obtaining the mortgages they need to complete the purchase, which could result in our potential customers' inability to buy a home from us. If our potential customers or the buyers of our customers' existing homes are not able to obtain suitable financing, our sales and revenues could decline. 21 Our principal stockholders may effectively exercise control over matters requiring stockholder approval. As of January 31, 2004, Robert I. Toll and his affiliates owned, directly or indirectly, or had the right to acquire within 60 days, approximately 21.0% of the outstanding shares of Toll Brothers, Inc.'s common stock, and his brother Bruce E. Toll and his affiliates owned, directly or indirectly, or had the right to acquire within 60 days, approximately 11.2% of the outstanding shares of Toll Brothers, Inc.'s common stock. To the extent they and their affiliates vote their shares in the same manner, their combined stock ownership may effectively give them the power to elect all of the directors and control the management, operations and affairs of Toll Brothers, Inc. Their ownership may discourage someone from making a significant equity investment in Toll Brothers, Inc., even if we needed the investment to operate our business. The large percentage of stock they own could also delay or prevent a change of control transaction that other stockholders may deem to be in their best interests, such as a transaction in which the other stockholders would receive a premium for their shares over their current trading prices. Our business is seasonal in nature, so our quarterly operating results fluctuate. Our quarterly operating results typically fluctuate with the seasons. A significant portion of our home purchase contracts are entered into with customers in the winter and spring months. Construction on a customer's home typically proceeds after signing the contract and can require 12 months or more to complete. Weather-related problems may occur in the late winter and early spring delaying starts or closings or increasing costs and reducing profitability. In addition, delays in opening new communities or new sections of existing communities could have an adverse impact on home sales and revenues. Because of these factors, our quarterly operating results may be uneven and may be marked by lower revenues and earnings in some quarters. Future terrorist attacks against the United States or increased domestic or international instability could have an adverse effect on our operations. In the weeks following the September 11, 2001 terrorist attacks, we experienced a sharp decrease in the number of orders for new homes and cancellation of many existing orders. Although new home purchases stabilized and subsequently recovered in the months after that initial period, a generalized economic uncertainty persists. Adverse developments in the war on terrorism, future terrorist attacks against the United States, or increased domestic or international instability could adversely affect our business. FORWARD-LOOKING STATEMENTS Some of the information included in this prospectus may contain forward-looking statements. They contain words like "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "may," "can," "could," "predict," "potential," "continue," "might" and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements include information relating to anticipated operating results, financial resources, changes in revenues, changes in profitability, interest expense, growth and expansion, anticipated income to be realized from our investments in joint ventures and the Toll Brothers Realty Trust Group, the ability to acquire land, the ability to gain approvals and to open new communities, the ability to sell homes and properties, the ability to deliver homes from backlog, the average delivered price of homes, the ability to secure materials and subcontractors, the ability to maintain the liquidity and capital necessary to expand and take advantage of opportunities in the future, and stock market valuations. These forward-looking statements are subject to certain risks and uncertainties, including those described in the "Risk Factors" section of this prospectus. Additional risks that may affect our future performance are included elsewhere in this prospectus and in our other filings with the SEC. When considering forward-looking statements, you should keep in mind these risk factors and other cautionary statements. Forward-looking statements speak only as of the date made and you should not place undue reliance thereon. 22 Any or all of the forward-looking statements included in this prospectus or in any reports or public statements made by us may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this prospectus or in reports or public statements made by us, such as government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto, should be consulted. The above-referenced risks, uncertainties and possible inaccurate assumptions related to our business include factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those referenced above, including factors unknown to us and factors known to us which we have not determined are material, could also adversely affect us. USE OF PROCEEDS We will not receive any proceeds from the exchange of the exchange notes for the old notes pursuant to the exchange offer. We have used a portion of the aggregate net proceeds of the offering of the old notes to repay all of the $170 million outstanding of our 8 1/8% Senior Subordinated Notes due 2009. The remainder of the aggregate net proceeds have been or will be used for general corporate purposes. Pending the use of the proceeds from the sale of the old notes, we have invested the proceeds in high-grade, short-term, marketable, interest bearing securities. 23 CAPITALIZATION The following table sets forth the consolidated capitalization of Toll Brothers, Inc. at January 31, 2004, as adjusted to give effect to the issuance of the 4.95% Senior Notes due 2014 and the application of the proceeds therefrom:
January 31, 2004 ----------------------------------- Actual As Adjusted ----------------------------------- ($ in thousands) (unaudited) Debt: Loans payable (1) $ 279,933 $ 279,933 4.95% Senior Notes due 2014 300,000 5.95% Senior Notes due 2013 250,000 250,000 6.875% Senior Notes due 2012 300,000 300,000 8 1/8% Senior Subordinated Notes due 2009 170,000 - 8% Senior Subordinated Notes due 2009 100,000 100,000 8 1/4% Senior Subordinated Notes due 2011 200,000 200,000 8.25% Senior Subordinated Notes due 2011 150,000 150,000 Mortgage company warehouse loan 37,137 37,137 ---------- ---------- Total debt 1,487,070 1,617,070 ---------- ---------- Stockholders' equity (2): Preferred stock, none issued Common stock, $.01 par value, 77.0 million shares issued 770 770 Additional paid-in capital 202,317 202,317 Retained earnings (3) 1,411,703 1,406,805 Treasury stock, at cost, 2.8 million shares (65,592) (65,592) ---------- ---------- Total stockholders' equity 1,549,198 1,544,300 ---------- ---------- Total debt and stockholders' equity $3,036,268 $3,161,370 ========== ==========
(1) At January 31, 2004, we had a $575 million unsecured revolving bank credit facility with 17 banks which extends through March 2006. Interest is payable on short-term borrowings under the facility at 0.75% above the Eurodollar rate or at other specified variable rates as selected by us from time to time. At January 31, 2004, we had no borrowings against the facility and approximately $119.7 million of letters of credit outstanding under the facility. In addition to our revolving credit facility, at January 31, 2004, we had a $222.5 million term loan from a number of banks and $57.4 million of purchase money mortgages payable and other debt. (2) Our authorized capital stock consists of 100,000,000 shares of common stock, par value $.01 per share, and 1,000,000 shares of preferred stock, par value $.01 per share. Our board of directors is authorized to amend our Certificate of Incorporation to increase the number of authorized shares of common stock to 200,000,000 shares and the number of shares of authorized preferred stock to 15,000,000 shares. (3) As adjusted amount reflects the estimated after-tax charge we will recognize on the redemption of the $170 million of Toll Corp.'s 8 1/8% Senior Subordinated Notes due 2009 from the proceeds of the senior note offering. The charge represents the call premium on the notes and the write-off of unamortized issuance costs, net of the related income tax benefit. 24 SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA (Dollars in Thousands) The following selected consolidated financial information for each of the annual periods in the five years ended October 31, 2003 is derived from our audited consolidated financial statements. The following selected consolidated financial information for the three months ended January 31, 2003 and 2004 is derived from our unaudited quarterly consolidated financial statements and, in the opinion of management, includes all adjustments (consisting of normal recurring items) necessary for the fair presentation of the results for such periods. The following selected financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto contained in our annual report on Form 10-K for the fiscal year ended October 31, 2003 and our quarterly report on Form 10-Q for the quarter ended January 31, 2004 which are incorporated into this prospectus by reference. The results of operations for the three months ended January 31, 2004 may not be indicative of results of operations to be expected for the full fiscal year.
Three months ended Year ended October 31, January 31, ------------------------------------------------------------------------ --------------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income Statement Data: Revenues $1,464,115 $1,814,362 $2,229,605 $2,328,972 $2,775,241 $570,260 $597,912 Income before income taxes $160,432 $230,966 $337,889 $347,318 $411,153 $71,920 $78,970 Net income $101,566 $145,943 $213,673 $219,887 $259,820 $45,414 $50,084 Other Financial Data: Depreciation and amortization $7,514 $8,528 $9,356 $10,495 $12,075 $3,045 $3,563 Interest incurred $52,914 $60,275 $79,245 $90,331 $104,754 $25,782 $28,240 Ratio of earnings to fixed charges (1) 3.75x 4.56x 4.94x 4.49x 4.50x 3.28x 3.27x At October 31, At January 31, ------------------------------------------------------------------------ --------------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance Sheet Data: Inventory $1,443,282 $1,712,383 $2,183,541 $2,551,061 $3,080,349 $2,716,195 $3,272,560 Total assets $1,668,062 $2,030,254 $2,532,200 $2,895,365 $3,787,391 $3,160,833 $3,826,875 Debt Loans payable $214,462 $326,537 $362,712 $253,194 $281,697 $244,486 $279,933 Senior debt 546,669 298,087 546,744 Subordinated debt 469,418 469,499 669,581 819,663 620,000 719,970 620,000 Mortgage company warehouse loan 24,754 48,996 49,939 49,936 37,137 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total debt $683,880 $796,036 $1,057,047 $1,121,853 $1,498,305 $1,312,479 $1,483,814 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Stockholders' equity $616,334 $745,145 $912,583 $1,129,509 $1,476,628 $1,179,842 $1,549,198 Three months ended Year ended October 31, January 31, ------------------------------------------------------------------------ --------------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Housing Data: Closings Number of homes 3,555 3,945 4,358 4,430 4,911 1,036 1,085 Value $1,438,171 $1,762,930 $2,180,469 $2,279,261 $2,731,044 $557,886 $589,577 Contracts (2) Number of homes 3,845 4,418 4,366 5,113 6,161 1,066 1,517 Value $1,640,990 $2,149,366 $2,173,938 $2,748,171 $3,485,168 $586,233 $904,403
25
At October 31, At January 31, ------------------------------------------------------------------------ --------------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Backlog (3) Number of homes 2,381 2,779 2,727 3,366 4,667 3,387 5,094 Value $1,067,685 $1,434,946 $1,411,374 $1,866,294 $2,636,618 $1,891,774 $2,949,945 Number of selling Communities 140 146 155 170 200 172 205 Homesites Owned 23,163 22,275 25,981 25,822 29,081 27,510 29,649 Controlled 11,268 10,843 13,165 15,022 18,977 13,055 21,585 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total 34,431 33,118 39,146 40,844 48,058 40,565 51,234 ========== ========== ========== ========== ========== ========== ==========
(1) For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes plus interest expense and fixed charges except interest incurred. Fixed charges consist of interest incurred, whether expensed or capitalized, one-third of rent expense that is representative of the interest factor and amortization of debt discount and issuance costs. The pro forma ratio of earnings to fixed charges would be 4.32x for the year ended October 31, 2003 and 3.25x for the three months ended January 31, 2004 assuming that the $300 million of old notes issued in March 2004, the $250 million principal amount of the 5.95% Senior Notes due 2013 issued in September 2003 and the $300 million principal amount of the 6.875% Senior Notes due 2012 issued in November 2002 were outstanding as of November 1, 2002, and assuming that the $100 million principal amount of 8 3/4% Senior Subordinated Notes due 2006, the $100 million principal amount of 7 3/4% Senior Subordinated Notes due 2007 and the $170 million principal amount of 8 1/8% Senior Subordinated Notes due 2009 were paid as of October 31, 2002. (2) New contracts for fiscal 2002 and 2003 included $13.7 million (43 homes) and $9.2 million (29 homes), respectively, from an unconsolidated 50% owned joint venture. New contracts for the three months ended January 31, 2003 and 2004 included $3.1 million (10 homes) and $1.6 million (5 homes), respectively, from the joint venture. (3) Backlog consists of homes which were under contract but not closed at the end of the period. Backlog at October 31, 2002 and 2003 included $7.5 million (24 homes) and $4.7 million (15 homes), respectively, from an unconsolidated 50% owned joint venture. Backlog at January 31, 2003 and 2004 included $7.8 million (25 homes) and $4.8 million (15 homes), respectively, from the joint venture. THE GUARANTORS The guarantors comprise substantially all of our wholly-owned homebuilding subsidiaries and each is a guarantor under our bank credit facilities, our 6.875% Senior Notes due 2012 and our 5.95% Senior Notes due 2013. Non-homebuilding subsidiaries engage in ancillary businesses such as mortgage, title insurance, security monitoring, Internet access and insurance. The guarantors consist of: Toll Brothers, Inc., Amwell Chase, Inc., Brentwood Investments I, Inc., Bunker Hill Estates, Inc., Chesterbrooke, Inc., Connecticut Land Corp., Daylesford Development Corp., Eastern States Engineering, Inc., Fairway Valley, Inc., First Brandywine Finance Corp., First Brandywine Investment Corp. II, First Brandywine Investment Corp. III, First Brandywine Investment Corp. IV, First Huntingdon Finance Corp., Franklin Farms G.P., Inc., Frenchman's Reserve Country Club, Inc., HQZ Acquisitions, Inc., MA Limited Land Corporation, Maple Point, Inc., Maryland Limited Land Corporation, Mizner Country Club, Inc., Mountain View Country Club, Inc., Polekoff Farm, Inc., SH Homes Corporation, SI Investment Corporation, Springfield Chase, Inc., Stewarts Crossing, Inc., TB Proprietary Corp., TB Proprietary LP, Inc., Tenby Hunt, Inc., The Silverman Building Companies, Inc., Toll AZ GP Corp., Toll Bros., Inc. (PA), Toll Bros., Inc. (DE), Toll Bros., Inc. (TX), Toll Bros. of Arizona, Inc., Toll Bros. of North Carolina, Inc., Toll Bros. of North Carolina II, Inc., Toll Bros. of North Carolina III, Inc., Toll Bros. of Tennessee, Inc., Toll Brothers AZ Construction Company (formerly Edmunds-Toll Construction Company,) Toll Brothers Real Estate, Inc., Toll CA GP Corp., Toll CO GP Corp., Toll Corp., Toll Development Company, Inc. (formerly Silverman Development Company, Inc.), Toll 26 Finance Corp., Toll FL GP Corp., Toll Holdings, Inc., Toll IL GP Corp., Toll Land Corp. No. 6, Toll Land Corp. No. 10, Toll Land Corp. No. 20, Toll Land Corp. No. 43, Toll Land Corp. No. 45, Toll Land Corp. No. 46, Toll Land Corp. No. 47, Toll Land Corp. No. 48, Toll Land Corp. No. 49, Toll Land Corp. No. 50, Toll Land Corp. No. 51, Toll Land Corp. No. 52, Toll Land Corp. No. 53, Toll Land Corp. No. 55, Toll Land Corp. No. 56, Toll Land Corp. No. 58, Toll Land Corp. No. 59, Toll Land Corp. No. 60, Toll Management AZ Corp., Toll Management VA Corp., Toll MD Builder Corp., Toll MI GP Corp., Toll MN GP Corp., Toll NH GP Corp., Toll NJ Builder Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III Corp., Toll NJX-IV Corp., Toll NV GP Corp., Toll NC GP Corp., Toll OH GP Corp., Toll PA Builder Corp., Toll PA GP Corp., Toll PA II GP Corp., Toll Peppertree, Inc., Toll Philmont Corporation, Toll Realty Holdings Corp. I, Toll Realty Holdings Corp. II, Toll Realty Holdings Corp. III, Toll RI GP Corp., Toll SC GP Corp., Toll TN GP Corp., Toll TX GP Corp., Toll VA GP Corp., Toll VA Member Two, Inc., Toll Wood Corporation, Toll YL, Inc., Valley Forge Conservation Holding GP Corp., Warren Chase, Inc., Windsor Development Corp., Afton Chase, L.P., Audubon Ridge, L.P., Beaumont Chase, L.P., Belmont Land, L.P., Bennington Hunt, L.P., Bernards Chase, L.P., Binks Estates Limited Partnership, The Bird Estate Limited Partnership, Blue Bell Country Club, L.P., Branchburg Ridge, L.P., Brandywine River Estates, L.P., Brass Castle Estates, L.P., Brentwood Investments, L.P., Bridle Estates, L.P., Broad Run Associates, L.P., Buckingham Woods, L.P., Bucks County Country Club, L.P., CC Estates Limited Partnership, Calabasas View, L.P., Charlestown Hills, L.P., Cheltenham Estates Limited Partnership, Chesterbrooke Limited Partnership, Cobblestones at Thornbury, L.P., Cold Spring Hunt, L.P., Coleman-Toll Limited Partnership, Concord Chase, L.P., Cortlandt Chase, L.P., Delray Limited Partnership, Dolington Estates, L.P., Dominion Country Club, L.P., Eagle Farm Limited Partnership, The Estates at Brooke Manor Limited Partnership, Estates at Coronado Pointe, L.P., Estates at Princeton Junction, L.P., Estates at Rivers Edge, L.P., Estates at San Juan Capistrano, L.P., The Estates at Summit Chase, L.P., Fairfax Investment, L.P., Fairfax Station Hunt, L.P., Fair Lakes Chase, L.P., Fairway Mews Limited Partnership, Farmwell Hunt, L.P., First Brandywine Partners, L.P., Franklin Oaks Limited Partnership, Freehold Chase, L.P., Great Falls Hunt, L.P., Great Falls Woods, L.P., Greens at Waynesborough, L.P., Greenwich Chase, L.P., Greenwich Station, L.P., Hockessin Chase, L.P., Holland Ridge, L.P., Holliston Hunt Limited Partnership, Hopewell Hunt, L.P., Huckins Farm Limited Partnership, Hunter Mill, L.P., Hunterdon Chase, L.P., Hunterdon Ridge, L.P., Huntington Estates Limited Partnership, Hurley Ridge Limited Partnership, Kensington Woods Limited Partnership, Knolls of Birmingham, L.P., Lakeridge, L.P., Lakeway Hills Properties, L.P., Laurel Creek, L.P., Loudoun Valley Associates, L.P., Mallard Lakes, L.P., Manalapan Hunt, L.P., Marshallton Chase, L.P., Mill Road Estates, L.P., Montgomery Chase, L.P., Montgomery Oaks, L.P., Moorestown Hunt, L.P., Mount Kisco Chase, L.P., NC Country Club Estates Limited Partnership, Newport Ridge Limited Partnership, Newtown Chase Limited Partnership, Northampton Crest, L.P., Northampton Preserve, L.P., Patriots, L.P., The Preserve at Annapolis Limited Partnership, The Preserve at Boca Raton Limited Partnership, Preston Village Limited Partnership, Princeton Hunt, L.P., Providence Hunt, L.P., Providence Plantation Limited Partnership, Regency at Dominion Valley, L.P., River Crossing, L.P., Rolling Greens, L.P., Rose Hollow Crossing Associates, Seaside Estates Limited Partnership, Shrewsbury Hunt Limited Partnership, Silverman-Toll Limited Partnership, Somers Chase, L.P., Somerset Development Limited Partnership, South Riding, L.P., South Riding Amberlea LP, South Riding Partners, L.P., South Riding Partners Amberlea LP, Southlake Woods, L.P., Southport Landing Limited Partnership, Springton Pointe, L.P., Stone Mill Estates, L.P., Stoney Ford Estates, L.P., Swedesford Chase, L.P., TBI/Heron Bay Limited Partnership, TBI/Naples Limited Partnership, TBI/Palm Beach Limited Partnership, TB Proprietary, L.P., Thornbury Knoll, L.P., Timber Ridge Investment Limited Partnership, Toll at Brier Creek Limited Partnership, Toll at Daventry Park, L.P., Toll at Payne Ranch, L.P., Toll at Princeton Walk, L.P., Toll at Westlake, L.P., Toll at Whippoorwill, L.P., Toll Bros. of Tennessee, L.P., Toll Brothers 27 AZ Limited Partnership (formerly Edmunds-Toll Limited Partnership), Toll Brothers Maryland II Limited Partnership, Toll CA, L.P., Toll CA II, L.P., Toll CA III, L.P., Toll CA IV, L.P., Toll CA V, L.P., Toll CA VI, L.P., Toll CO, L.P., Toll Costa, L.P., Toll CT Limited Partnership, Toll CT II Limited Partnership, Toll CT Westport Limited Partnership, Toll Cliffs Urban Renewal Company LP (formerly Toll Cliffs LP), Toll DE LP, Toll-Dublin, L.P., Toll Estero Limited Partnership, Toll FL Limited Partnership, Toll FL II Limited Partnership, Toll FL III Limited Partnership, Toll Ft. Myers Limited Partnership, Toll Grove LP, Toll Hudson LP, Toll IL, L.P., Toll IL II, L.P., Toll IL III, L.P., Toll IL HWCC, L.P., Toll Jacksonville Limited Partnership, Toll Land Limited Partnership, Toll Land IV Limited Partnership, Toll Land V Limited Partnership, Toll Land VI Limited Partnership, Toll Land VII Limited Partnership, Toll Land IX Limited Partnership, Toll Land X Limited Partnership, Toll Land XI Limited Partnership, Toll Land XIII Limited Partnership, Toll Land XIV Limited Partnership, Toll Land XV Limited Partnership, Toll Land XVI Limited Partnership, Toll Land XVII Limited Partnership, Toll Land XVIII Limited Partnership, Toll Land XIX Limited Partnership, Toll Land XX Limited Partnership, Toll Land XXI Limited Partnership, Toll Land XXII Limited Partnership, Toll Land XXIII Limited Partnership, Toll Land XXV Limited Partnership, Toll Land XXVI Limited Partnership, Toll Marshall LP, Toll MD Builder I, L.P., Toll MD Limited Partnership, Toll MD II Limited Partnership, Toll MD III Limited Partnership, Toll MD IV Limited Partnership, Toll MD V Limited Partnership, Toll MI Limited Partnership, Toll MI II Limited Partnership, Toll MI III Limited Partnership, Toll MN, L.P., Toll Naval Associates, Toll NH Limited Partnership, Toll NJ, L.P., Toll NJ II, L.P., Toll NJ III, L.P., Toll NJ IV, L.P., Toll NJ V, L.P., Toll NJ VI, L.P., Toll NJ Builder I, L.P., Toll Northville Limited Partnership, Toll Northville Golf Limited Partnership, Toll NV Limited Partnership, Toll PA, L.P., Toll PA II, L.P., Toll PA III, L.P., Toll PA IV, L.P., Toll PA V, L.P., Toll PA VI, L.P., Toll PA VII, L.P., Toll PA VIII, L.P., Toll PA IX, L.P., Toll Park LP, Toll Peppertree, L.P., Toll Plaza, LP, Toll Reston Associates, L.P., Toll RI, L.P., Toll RI II, L.P., Toll SC, L.P., Toll SC II, L.P., Toll TX, L.P., Toll TX II, L.P., Toll VA, L.P., Toll VA II, L.P., Toll VA IV, L.P., Toll VA V, L.P., Toll Venice Limited Partnership, Toll YL, L.P., Toll YL II, L.P., Trumbull Hunt Limited Partnership, Uwchlan Woods, L.P., Valley Forge Conservation Holding, L.P., Valley Forge Woods, L.P., Valley View Estates Limited Partnership, Village Partners, L.P., Waldon Preserve Limited Partnership, Warwick Greene, L.P., Warwick Woods, L.P., Washington Greene Development, L.P., West Amwell Limited Partnership, Whiteland Woods, L.P., Wichita Chase, L.P., Willowdale Crossing, L.P., Wilson Concord, L.P., The Woods at Highland Lakes, L.P., The Woods at Long Valley, L.P., Wrightstown Hunt, L.P., Yardley Estates, L.P., Belmont Country Club I LLC, Belmont Country Club II LLC, Big Branch Overlook L.L.C., Brier Creek Country Club I LLC, Brier Creek Country Club II LLC, C.B.A.Z. Construction Company LLC, C.B.A.Z. Holding Company LLC, Component Systems I, LLC, Component Systems II, LLC, Creeks Farm L.L.C., Dominion Valley Country Club I LLC, Dominion Valley Country Club II LLC, ELB Investments I LLC, ELB Investments II LLC, FC Investments I LLC, FC Investments II LLC, Feys Property LLC, First Brandywine LLC I, First Brandywine LLC II, First Brandywine LLC III, First Brandywine LLC IV, Frenchman's Reserve Realty, LLC, Golf I Country Club Estates at Moorpark LLC, Golf II Country Club Estates at Moorpark LLC, Hawthorne Woods Country Club I LLC, Hawthorne Woods Country Club II LLC, High Pointe at Hopewell, LLC, Hunt's Bluff LLC, Lighthouse Point Land Company, LLC, Long 28 Meadows TBI, LLC, Manalapan Hunt Investments I LLC, Manalapan Hunt Investments II LLC, Mizner Realty, L.L.C., Mountain View Country Club I LLC, Mountain View Country Club II LLC, Naples Lakes Country Club, L.L.C., Naples TBI Realty, LLC, Northville Hills Golf Club LLC, Nosan & Silverman Homes LLC, Palm Cove Golf & Yacht Club I LLC, Palm Cove Golf & Yacht Club II LLC, Palm Cove Marina I LLC, Palm Cove Marina II LLC, Regency at Denville, LLC, Regency at Dominion Valley LLC, The Regency Golf Club I LLC, The Regency Golf Club II LLC, RiverCrest Sewer Company, LLC, Sapling Ridge, LLC, South Riding Realty LLC, SR Amberlea LLC, SRH Investments I, LLC, SRH Investments II, LLC, Stoney Kill LLC, Toll Brothers Realty Michigan II LLC, Toll Cedar Hunt LLC, Toll DE X, LLC, Toll-Dublin, LLC, Toll Equipment, L.L.C., Toll FL I, LLC, Toll Glastonbury LLC, Toll MD I, L.L.C., Toll NJ I, L.L.C., Toll NJ II, L.L.C., Toll NJ III, L.L.C., Toll Plaza LLC, Toll Realty L.L.C., Toll Reston Associates, L.L.C., The Ridges at Belmont Country Club I LLC, The Ridges at Belmont Country Club II LLC, Toll VA L.L.C., Toll VA III L.L.C., Toll Van Wyck LLC, Virginia Construction Co. I, LLC, Virginia Construction Co. II, LLC, 60 Industrial Parkway Cheektowaga, LLC and 2301 Fallston Road LLC. DESCRIPTION OF OTHER INDEBTEDNESS The following is a brief summary of some of the important terms and conditions, including financial covenants, of our other material indebtedness. If we fail to comply with any of these financial covenants, the trustees or the banks, as appropriate, could cause the indebtedness to become due and payable before maturity. In addition, each of the indentures governing the senior notes, the 6.875% Senior Notes due 2012 and the 5.95% Senior Notes due 2013 of Toll Brothers Finance Corp., and the senior subordinated notes of Toll Corp., as well as the terms and conditions of our bank credit facilities, contain cross acceleration and/or cross default provisions which, in general, have the effect that an acceleration or a default, as the case may be, under any one of these instruments will constitute a default under all of them. At January 31, 2004, the aggregate amount of borrowings outstanding under the 6.875% Senior Notes due 2012 and the 5.95% Senior Notes due 2013 of Toll Brothers Finance Corp., the senior subordinated notes of Toll Corp. and the bank credit facilities was approximately $1.39 billion. Revolving Credit Facility We have a $575 million revolving credit facility with 17 banks which extends to March 2006. The revolving credit agreement includes financial covenants related to the maximum leverage ratio (as defined in the agreement) we may have, which is not permitted to exceed 2.00 to 1.00, and the maintenance of a minimum tangible net worth (as defined in the agreement) which, at January 31, 2004, was required to exceed approximately $945 million. Under the terms of the facility, at January 31, 2004, we had a leverage ratio of approximately .69 to 1.00 and a tangible net worth of approximately $1.51 billion. Term Loan We have a $222.5 million term loan with 11 banks which extends to July 2005. The term loan agreement includes financial covenants related to the maximum leverage ratio (as defined in the agreement) we may have, which is not permitted to exceed 2.25 to 1.00, and the maintenance of a minimum tangible net worth (as defined in the agreement) which, at January 31, 2004, was required to exceed approximately $767 million. Under the terms of the term loan agreement, at January 31, 2004, we had a leverage ratio of approximately .69 to 1.00 and a tangible net worth of approximately $1.52 billion. 29 Other Senior Notes We have outstanding $300 million in principal amount of 6.875% Senior Notes due 2012. The 6.875% Senior Notes due 2012 were issued for ten years and are redeemable at our option in whole at any time or in part from time to time at a price equal to the greater of (a) 100% of the principal amount of the 6.875% Senior Notes due 2012 to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal of notes to be redeemed and the interest thereon that would be due after the redemption date but for the redemption (provided, however, that if the redemption date is not an interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to the redemption date), discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 45 basis points (0.45%). The 6.875% Senior Notes due 2012 also were issued under the indenture and the terms and conditions of those notes are substantially the same as the terms and conditions of the old notes and the exchange notes. We have outstanding $250 million in principal amount of 5.95% Senior Notes due 2013. The 5.95% Senior Notes due 2013 were issued for ten years and are redeemable at our option in whole at any time or in part from time to time at a price equal to the greater of (a) 100% of the principal amount of the 5.95% Senior Notes due 2013 to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal of notes to be redeemed and the interest thereon that would be due after the redemption date but for the redemption (provided, however, that if the redemption date is not an interest payment date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to the redemption date), discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 20 basis points (0.20%). The 5.95% Senior Notes due 2013 also were issued under the indenture and the terms and conditions of those notes are substantially the same as the terms and conditions of the old notes and the exchange notes. Senior Subordinated Notes We had four issues of senior subordinated notes outstanding at January 31, 2004: 8 1/8% Senior Subordinated Notes due 2009, 8% Senior Subordinated Notes due 2009, 8 1/4% Senior Subordinated Notes due 2011 and 8.25% Senior Subordinated Notes due 2011. At January 31, 2004, we had an aggregate of $620 million of these senior subordinated notes outstanding. On April 15, 2004, we used a portion of the net proceeds from the offering of the old notes to redeem all of the outstanding $170 million of Toll Corp.'s 8 1/8% Senior Subordinated Notes due 2009. Each issue of senior subordinated notes was issued for ten years and is redeemable in whole or in part at our option at various prices on or after the fifth anniversary of each issue's issuance. Under the terms of the indentures covering the senior subordinated notes, we are required to maintain a minimum consolidated net worth of $55 million. At January 31, 2004, our consolidated net worth was approximately $1.55 billion. All of these notes are unsecured senior subordinated obligations and rank junior to all of our senior debt. THE EXCHANGE OFFER As used in this "The Exchange Offer" section, all references to "we," "us," "our" and all similar references are to Toll Brothers Finance Corp. As of the date of this prospectus, $300 million in principal amount of the old notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent to holders on , 2004. 30 Purpose of the Exchange Offer We issued the old notes on March 16, 2004 in a transaction exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). Accordingly, the old notes may not be reoffered, resold, or otherwise transferred unless so registered or unless an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available. In connection with the sale of the old notes, we entered into a registration rights agreement, which requires us to: o file a registration statement with the Securities and Exchange Commission (the "Commission") relating to the exchange offer on or prior to 120 days after the date of issuance of the old notes; o use our reasonable efforts to cause the registration statement relating to the exchange offer to become effective under the Securities Act within 225 days after the date of issuance of the old notes; and o use our reasonable best efforts to complete the exchange offer no later than 45 days after the exchange offer registration statement becomes effective. We are making the exchange offer to satisfy our obligations under the registration rights agreement. Other than pursuant to the registration rights agreement, we are not required to file any registration statement to register any outstanding old notes. Holders of old notes who do not tender their old notes or whose old notes are tendered but not accepted in the exchange offer must rely on an exemption from the registration requirements under the securities laws, including the Securities Act, if they wish to sell their old notes. We are making the exchange offer in reliance on the position of the staff of the Commission as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter and we can provide no assurance that the staff would make a similar determination with respect to the exchange offer as it has in interpretive letters to third parties. Based on these interpretations by the staff, we believe that the exchange notes issued in the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by a holder other than any holder who is a broker-dealer or an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 of the Securities Act, without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that: o the exchange notes are acquired in the ordinary course of the holder's business; o the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes; and o the holder is not engaged in, and does not intend to engage in a distribution of the exchange notes. For additional information, see the discussion in this section under the subheading "Resale of Exchange Notes." If you tender in the exchange offer for the purpose of participating in a distribution of the exchange notes, or if you are a broker-dealer who purchased the old notes from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, you cannot rely on the interpretations by the staff of the Commission stated in these no-action letters. Instead, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer, unless an exemption from these requirements is otherwise available. 31 Further, each broker-dealer that receives the exchange notes for its own account in exchange for the old notes, where the broker-dealer acquired the old notes as a result of market-making or other trading activities, must acknowledge in a letter of transmittal that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange notes. The letter of transmittal states that by making this acknowledgment and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed that this prospectus may be used by a broker-dealer for any resale of exchange notes issued to it in the exchange offer for a period of 270 days after the expiration date of the exchange offer. We have the right, under limited circumstances, to suspend the use of this prospectus by broker-dealers, in which case the 270-day period would be extended by a number of days equal to the period of suspension. See "Plan of Distribution." Terms of the Exchange We are offering to exchange, subject to the conditions described in this prospectus and in the letter of transmittal accompanying this prospectus, $300 million in aggregate principal amount of our 4.95% Senior Notes due 2014 that have been registered under the Securities Act for a like principal amount of our outstanding unregistered 4.95% Senior Notes due 2014. The terms of the exchange notes are identical in all material respects to the terms of the old notes, except that: o the exchange notes will have been registered under the Securities Act of 1933, will not contain transfer restrictions, and will not bear legends restricting their transfer; o the exchange notes will not contain terms providing for the payment of additional interest under circumstances relating to our obligation to file and cause to be effective a registration statement; o the exchange notes will be represented by one or more global notes in book entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under "Description of Exchange Notes - Global Notes and Book-Entry System"; and o the exchange notes will be issuable in denominations of $1,000 and integral multiples thereof. The exchange notes will generally be freely transferable by holders of the exchange notes and will not be subject to the terms of the registration rights agreement. The exchange notes will evidence the same indebtedness as the old notes exchanged therefor and will be entitled to the benefits of the indenture. For additional information, see the section "Description of Exchange Notes" in this prospectus. The exchange offer is not conditioned upon the tender of any minimum principal amount of old notes. The exchange notes will accrue interest from the last interest payment date on which interest was paid on the old notes or, if no interest was paid on the old notes, from the date of issuance of the old notes, which was on March 16, 2004. Holders whose old notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the old notes. 32 Tendering holders of the old notes will not be required to pay brokerage commissions or fees or, transfer taxes, except as specified in the instructions in the letter of transmittal, with respect to the exchange of the old notes in the exchange offer. Expiration Date; Extension; Termination; Amendment The exchange offer will expire at 5:00 p.m., New York City time, on , 2004, unless we, in our sole discretion, have extended the period of time for which the exchange offer is open. The time and date, as it may be extended, is referred to herein as the "expiration date." The expiration date will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance for exchange of any old notes. We will extend the expiration date by giving oral or written notice of the extension to the exchange agent and by timely public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During the extension, all old notes previously tendered will remain subject to the exchange offer unless properly withdrawn. We expressly reserve the right to: o terminate or amend the exchange offer and not to accept for exchange any old notes not previously accepted for exchange upon the occurrence of any of the events specified in this section under the subheading "Certain Conditions to the Exchange Offer" which have not been waived by us; and o amend the terms of the exchange offer in any manner which, in our good faith judgment, is advantageous to the holders of the old notes, whether before or after any tender of the old notes. If any termination or amendment occurs, we will notify the exchange agent and will either issue a press release or give oral or written notice to the holders of the old notes as promptly as practicable. For purposes of the exchange offer, a "business day" means any day other than Saturday, Sunday or a date on which banking institutions are required or authorized by New York State law to be closed, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the old notes promptly following the expiration date. Procedures For Tendering Old Notes Our acceptance of old notes tendered by a holder will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal. All references in this prospectus to the letter of transmittal are deemed to include a facsimile of the letter of transmittal. A holder of old notes may tender the old notes by: o properly completing and signing the letter of transmittal; o properly completing any required signature guarantees; o properly completing any other documents required by the letter of transmittal; and 33 o delivering all of the above, together with the certificate or certificates representing the old notes being tendered, to the exchange agent at its address set forth below at or prior to 5:00 p.m., New York City time on the expiration date; or o complying with the procedure for book-entry transfer described below; or o complying with the guaranteed delivery procedures described below. The method of delivery of old notes, letters of transmittal and all other required documents is at the election and risk of the holders. If the delivery is by mail, it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to ensure timely delivery. Holders should not send old notes or letters of transmittal to us. The signature on the letter of transmittal need not be guaranteed if: o tendered old notes are registered in the name of the signer of the letter of transmittal; and o the exchange notes to be issued in exchange for the old notes are to be issued in the name of the holder; and o any untendered old notes are to be reissued in the name of the holder. In any other case, the tendered old notes must be: o endorsed or accompanied by written instruments of transfer in form satisfactory to us; o duly executed by the holder; and o the signature on the endorsement or instrument of transfer must be guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an "eligible institution" that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act. If the exchange notes and/or old notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the old notes, the signature in the letter of transmittal must be guaranteed by an eligible institution. The exchange agent will make a request within two business days after the date of receipt of this prospectus to establish accounts with respect to the old notes at The Depository Trust Company, the "book-entry transfer facility," for the purpose of facilitating the exchange offer. We refer to the Depository Trust Company in this prospectus as "DTC." Subject to establishing the accounts, any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer the old notes into the exchange agent's account with respect to the old notes in accordance with the book-entry transfer facility's procedures for the transfer. Although delivery of old notes may be effected through book-entry transfer into the exchange agent's account at the book-entry transfer facility, an appropriate letter of transmittal with any required signature guarantee and all other required documents, or an agent's message, must in each case be properly transmitted to and received or confirmed by the exchange agent at its address set forth below prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. 34 The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. We refer to the Automated Tender Offer Program in this prospectus as "ATOP." Accordingly, DTC participants may, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer old notes to the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC will then send an agent's message. The term "agent's message" means a message which: o is transmitted by DTC; o received by the exchange agent and forming part of the book-entry transfer; o states that DTC has received an express acknowledgment from a participant in DTC that is tendering old notes which are the subject of the book-entry transfer; o states that the participant has received and agrees to be bound by all of the terms of the letter of transmittal; and o states that we may enforce the agreement against the participant. If a holder desires to accept the exchange offer and time will not permit a letter of transmittal or old notes to reach the exchange agent before the expiration date or the procedure for book-entry transfer cannot be completed on a timely basis, the holder may effect a tender if the exchange agent has received at its address set forth below on or prior to the expiration date, a letter, telegram or facsimile transmission, and an original delivered by guaranteed overnight courier, from an eligible institution setting forth: o the name and address of the tendering holder; o the names in which the old notes are registered and, if possible, the certificate numbers of the old notes to be tendered; and o a statement that the tender is being made thereby and guaranteeing that within three business days after the expiration date, the old notes in proper form for transfer, or a confirmation of book-entry transfer of such old notes into the exchange agent's account at the book-entry transfer facility and an agent's message, will be delivered by the eligible institution together with a properly completed and duly executed letter of transmittal and any other required documents. Unless old notes being tendered by the above-described method are deposited with the exchange agent, a tender will be deemed to have been received as of the date when: o the tendering holder's properly completed and duly signed letter of transmittal, or a properly transmitted agent's message, accompanied by the old notes or a confirmation of book-entry transfer of the old notes into the exchange agent's account at the book-entry transfer facility is received by the exchange agent; or o a notice of guaranteed delivery or letter, telegram or facsimile transmission to similar effect from an eligible institution is received by the exchange agent. 35 Issuances of exchange notes in exchange for old notes tendered pursuant to a notice of guaranteed delivery or letter, telegram or facsimile transmission to similar effect by an eligible institution will be made only against deposit of the letter of transmittal and any other required documents and the tendered old notes or a confirmation of book-entry and an agent's message. All questions as to the validity, form, eligibility, including time of receipt, and acceptance of old notes tendered for exchange will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tenders of any old notes not properly tendered or not to accept any old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. The interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and the instructions contained in the letter of transmittal, by us will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent nor any other person has any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor will any of us incur any liability for failure to give such notification. If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old notes, the old notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the old notes. If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by us, such persons must submit proper evidence satisfactory to us of their authority to so act. By tendering, each holder represents to us that, among other things: o the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the holder; o the holder is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and o the holder is not an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 of the Securities Act. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. For additional information, see the section "Plan of Distribution" in this prospectus. Terms and Conditions of the Letter of Transmittal The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer. 36 The party tendering old notes for exchange exchanges, assigns and transfers the old notes to us and irrevocably constitutes and appoints the exchange agent as the party's agent and attorney-in-fact to cause the old notes to be assigned, transferred and exchanged. We refer to the party tendering notes herein as the "transferor." The transferor represents and warrants that the transferor has full power and authority to tender, exchange, assign and transfer the old notes and to acquire exchange notes issuable upon the exchange of the tendered old notes, and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The transferor also warrants that the transferor will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered old notes or transfer ownership of the old notes on the account books maintained by a book-entry transfer facility. The transferor further agrees that acceptance of any tendered old notes by us and the issuance of exchange notes in exchange for old notes will constitute performance in full by us of various of our obligations under the registration rights agreement. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the transferor. The transferor certifies that the transferor: is not an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 under the Securities Act; is acquiring the exchange notes offered hereby in the ordinary course of the transferor's business; and has no arrangement with any person to participate in the distribution of the exchange notes. Each holder, other than a broker-dealer, must acknowledge that the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes. Each transferor which is a broker-dealer receiving the exchange notes for its own account must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Withdrawal Rights Tenders of old notes may be withdrawn at any time before 5:00 p.m. New York City time, on the expiration date. For a withdrawal to be effective, a written notice of withdrawal sent by telex, facsimile transmission, or letter must be received by the exchange agent at the address set forth in this prospectus before 5:00 p.m. New York City time, on the expiration date. Any notice of withdrawal must: o specify the name of the person having tendered the old notes to be withdrawn; o identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes; o include a statement that the holder is withdrawing the holder's election to have the old notes exchanged; o be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the old notes into the name of the person withdrawing the tender; and 37 o specify the name in which any such old notes are to be registered, if different from that of the person who tendered the old notes. The exchange agent will return the properly withdrawn old notes promptly following receipt of the notice of withdrawal. If old notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes or otherwise comply with the book-entry transfer facility procedure. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us and our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder. In the case of old notes tendered by book-entry transfer into the exchange agent's account at the book- entry transfer facility pursuant to the book-entry transfer procedures described above, the old notes will be credited to an account with the book-entry transfer facility specified by the holder. In either case, the old notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described in this section under the subheading "Procedures for Tendering Old Notes" at any time before the expiration date. Acceptance of Old Notes for Exchange; Delivery of Exchange Notes Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, on the expiration date, all old notes properly tendered and not validly withdrawn and will issue or cause to be issued the exchange notes promptly after such acceptance. See the discussion in this section under the subheading "Certain Conditions to the Exchange Offer" for more detailed information. For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when, and if, we have given oral or written notice of our acceptance to the exchange agent. For each old note accepted for exchange, the holder of the old note will receive an exchange note having a principal amount equal to that of the surrendered old note. In all cases, issuance of exchange notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after: o timely receipt by the exchange agent of certificates for the old notes or a timely book-entry confirmation of the old notes into the exchange agent's account at the book-entry transfer facility; o a properly completed and duly executed letter of transmittal, or a properly transmitted agent's message; and o timely receipt by the exchange agent of all other required documents. If any tendered old notes are not accepted for any reason described in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or nonexchanged old notes will be returned without expense to the tendering holder of the old notes. In the case of old notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, the non-exchanged old notes will be credited to an account maintained with the book-entry transfer facility. In either case, the old notes will be returned as promptly as practicable after the expiration of the exchange offer. 38 Certain Conditions to the Exchange Offer Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the exchange offer, by oral or written notice to the exchange agent or by a timely press release, if, at any time before the acceptance of the old notes for exchange or the exchange of the exchange notes for such old notes, in our reasonable judgment any of the following conditions exist: o any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment would reasonably be expected to impair our ability to proceed with the exchange offer; or o the exchange offer, or the making of any exchange by a holder, violates applicable law or any applicable interpretation of the staff of the Commission. Regardless of whether any of the conditions has occurred, we may amend the exchange offer in any manner which, in our good faith judgment, is advantageous to holders of the old notes. The conditions described above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to the condition or we may waive any condition in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the rights described above will not be deemed a waiver of the right and each right will be deemed an ongoing right which we may assert at any time and from time to time. If we waive or amend the conditions above, we will, if required by law, extend the exchange offer for a minimum of five business days from the date that we first give notice, by public announcement or otherwise, of the waiver or amendment, if the exchange offer would otherwise expire within the five business-day period. Any determination by us concerning the events described above will be final and binding upon all parties. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered. 39 Exchange Agent J.P. Morgan Trust Company, National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below: By Registered To Confirm by Telephone By Hand or Overnight or Certified Mail: or for Information Call: Delivery: - ------------------ ------------------------ --------------------- J.P. Morgan (313) 225-3189 J.P. Morgan Institutional Institutional Trust Services Trust Services 2001 Bryan Street 2001 Bryan Street 9th Floor 9th Floor Dallas, Texas Dallas, Texas 75201 75201 You should direct questions, requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the address and telephone number set forth in the letter of transmittal. Delivery to an address other than as set forth on the letter of transmittal will not constitute a valid delivery. Solicitation of Tenders; Fees and Expenses We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this and other related documents to the beneficial owners of the old notes and in handling or forwarding tenders for their customers. We will pay the estimated cash expenses to be incurred in connection with the exchange offer. We estimate the expenses to be approximately $300,000, which includes fees and expenses of the exchange agent and trustee, registration fees, and accounting, legal, printing and related fees and expenses. No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, such information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made pursuant to this prospectus, under any circumstances, creates any implication that there has been no change in our affairs since the respective dates as of which information is given in this prospectus. The exchange offer is not being made to, and tenders will not be accepted from or on behalf of, holders of old notes in any jurisdiction in which the making of the exchange offer or the acceptance of the exchange offer would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take such action as we may deem necessary to make the exchange offer in the jurisdiction and extend the exchange offer to holders of old notes in the jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers which are licensed under the laws of the jurisdiction. 40 Transfer Taxes We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. However, the transfer taxes will be payable by the tendering holder if: o certificates representing exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered; or o tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or o a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer. We will bill the amount of the transfer taxes directly to the tendering holder if satisfactory evidence of payment of the taxes or exemption therefrom is not submitted with the letter of transmittal. Accounting Treatment For accounting purposes, we will not recognize gain or loss upon the exchange of the exchange notes for old notes. We will amortize costs incurred in connection with the issuance of the exchange notes over the term of the exchange notes. Consequences of Failure to Exchange Holders of old notes who do not exchange their old notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of the old notes as described in the legend on the old notes. Old notes not exchanged pursuant to the exchange offer will continue to remain outstanding in accordance with their terms. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. Participation in the exchange offer is voluntary, and holders of old notes should carefully consider whether to participate. Holders of old notes are urged to consult their financial and tax advisors in making their own decision on what action to take. As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Holders of old notes who do not tender their old notes in the exchange offer will continue to hold the old notes and will be entitled to all the rights and subject to all the limitations applicable to the old notes under the indenture, except for any rights under the registration rights agreement that by their terms terminate or cease to have further effectiveness as a result of the making of this exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for untendered old notes could be adversely affected. We may in the future seek to acquire, subject to the terms of the indenture, untendered old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any old notes which are not tendered in the exchange offer. 41 Resale of Exchange Notes We are making the exchange offer in reliance on the position of the staff of the Commission as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter and we can provide no assurance that the staff would make a similar determination with respect to the exchange offer as it has in such interpretive letters to third parties. Based on these interpretations by the staff, we believe that the exchange notes issued pursuant to the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by a holder, other than any holder who is a broker-dealer or an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 of the Securities Act, without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that: o the exchange notes are acquired in the ordinary course of the holder's business; and o the holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution of the exchange notes. However, any holder who: o is an "affiliate" of Toll Brothers, Inc. and its subsidiaries; o has an arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer; or o is a broker-dealer who purchased old notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act, cannot rely on the applicable interpretations of the staff and must comply with the registration and prospectus delivery requirements of the Securities Act. A broker-dealer who holds old notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes. Each such broker-dealer that receives exchange notes for its own account in exchange for old notes, where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities, must acknowledge, as provided in the letter of transmittal, that it will deliver a prospectus in connection with any resale of such exchange notes. For more detailed information, see the section "Plan of Distribution" in this prospectus. Shelf Registration Statement If: o any changes in law or the applicable interpretations of the staff of the Commission do not permit us to effect the exchange offer; or o for any reason the exchange offer registration statement is not declared effective within 225 days following the date of original issuance of the old notes, or the exchange offer is not consummated within 45 days after the exchange offer registration statement is declared effective; or o any holder of the old notes, other than the initial purchasers, is not eligible to participate in the exchange offer or elects to participate in the exchange offer but does not receive freely transferable exchange notes; or 42 o the initial purchasers so request under specified circumstances; or o in the judgment of the holders of a majority of the old notes, the interests of the holders of the old notes, taken as a whole, would be materially adversely affected by consummation of the exchange offer, we will, at our cost: o file a shelf registration statement with the Commission no later than (a) the 225th day after the date of original issuance of the old notes or (b) the 45th day after such filing obligation arises, whichever is later; o use our best efforts to cause the shelf registration statement to be declared effective by the Commission as promptly as practicable, but in no event later than the 270th day after the date of original issuance of the old notes (or 30 days after request by any initial purchaser); and o use our best efforts to keep the shelf registration statement continuously effective for a period of two years after the latest date on which old notes were originally issued or, if earlier, until all the Registrable Notes (as defined below) covered by the shelf registration statement are sold thereunder or cease to be Registrable Notes. We will, in the event of the filing of a shelf registration statement, provide to each holder of the old notes copies of the prospectus which is a part of the shelf registration statement, notify each holder when the shelf registration statement for the old notes has become effective and take other actions as are required to permit unrestricted resales of the old notes. A holder of old notes that sells the old notes pursuant to the shelf registration statement generally: o will be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers; o will be subject to some of the civil liability provisions under the Securities Act in connection with the sales; and o will be bound by the provisions of the registration rights agreement which are applicable to the holder, including certain indemnification obligations. Additional Interest If a Registration Default (as defined below) occurs, then Toll Brothers Finance Corp. will be required to pay additional interest to each holder of Registrable Notes. During the first 90-day period that a Registration Default occurs and is continuing, Toll Brothers Finance Corp. will pay additional interest on the Registrable Notes at a rate of 0.25% per year. If a Registration Default shall occur and be continuing for a period of more than 90 days, then the amount of additional interest Toll Brothers Finance Corp. will be required to pay on the Registrable Notes will increase, effective from and after the 91st day in such period, by an additional 0.25% per year until all Registration Defaults have been cured. However, in no event will the rate of additional interest exceed 0.50% per year. Such additional interest will accrue only for those days that a Registration Default occurs and is continuing. All accrued additional interest will be paid to the holders of the old notes in the same manner as interest payments on the Registrable Notes, with payments being made on the interest payment dates for old notes. Following the cure of all Registration Defaults, no more additional interest will accrue unless a subsequent Registration Default occurs. Additional interest will not be payable on any old notes other than Registrable Notes. 43 You will not be entitled to receive any additional interest on any Registrable Notes if you were, at any time while the exchange offer was pending, eligible to exchange, and did not validly tender, such Registrable Notes for exchange notes in the exchange offer. A "Registration Default" shall occur if: o we fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; or o any of such registration statements is not declared effective by the Commission on or before the date specified for such effectiveness; or o we fail to complete the exchange offer on or before the date specified for such completion; or o the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the old notes during the period specified in the registration rights agreement, except as a result of the exercise by us of our right to suspend use of the shelf registration statement and the related prospectus as described under "Shelf Registration" above. "Registrable Notes" means the old notes, provided, however, that any old notes shall cease to be Registrable Notes when (1) a registration statement with respect to such old notes shall have been declared effective under the Securities Act and such old notes shall have been disposed of pursuant to the registration statement, (2) such old notes shall have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act, (3) such old notes shall have ceased to be outstanding or (4) such old notes have been exchanged for exchange notes which have been registered pursuant to the exchange offer registration statement upon consummation of the exchange offer subject, in the case of this clause (4), to certain exceptions. DESCRIPTION OF EXCHANGE NOTES General The exchange notes will be issued under an indenture dated as of November 22, 2002 (the "Base Indenture"), among Toll Brothers Finance Corp., as issuer, the guarantors named therein, including Toll Brothers, Inc. (collectively, the "Guarantors"), and J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N. A., as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of May 1, 2003, the Second Supplemental Indenture dated as of November 3, 2003, the Third Supplemental Indenture dated as of January 26, 2004 and the Fourth Supplemental Indenture dated as of March 1, 2004. A copy of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture , the Fourth Supplemental Indenture and the Authorizing Resolutions dated March 9, 2004 (collectively, the "Indenture") have been filed as exhibits to the registration statement which includes this prospectus. The terms of the exchange notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. 44 We have summarized selected provisions of the Indenture below. The summary is not complete. Copies of the Indenture are available upon request made to us. You should read the Indenture for provisions that may be important to you. A summary of some of the defined terms used in the Indenture is provided below under "Definitions." Reference is made to the Indenture for the full definition of all these terms, as well as any other capitalized terms used in this prospectus for which no definition is provided. As used in this "Description of Exchange Notes" section, all references to "we," "us," "our" and all similar references are to Toll Brothers Finance Corp. Principal, Maturity and Interest The Indenture does not limit the amount of senior debt securities that we may issue. We may issue senior debt securities under the Indenture from time to time in one or more series. The old notes and the exchange notes will constitute a separate, single series of senior debt securities under the Indenture and will thereafter vote together as a single series of senior debt securities under the Indenture and will vote together as a single class for purposes of determining whether holders of the requisite percentage in principal amount thereof have taken actions or exercised rights they are entitled to take or exercise under the Indenture. We may "reopen" this series of senior notes and issue additional senior notes at any time. The exchange notes will be unsecured and unsubordinated obligations of Toll Brothers Finance Corp. The exchange notes will rank equally and ratably with the other unsecured and unsubordinated indebtedness of Toll Brothers Finance Corp. including, without limitation, $550 million aggregate principal amount of the $300 million aggregate principal amount of 6.875% Senior Notes due 2012 and the $250 million aggregate principal amount of 5.95% Senior Notes due 2013, such aggregate principal amount of the $300 million of old notes, if any, that are not exchanged and remain outstanding, and any indebtedness arising from our guarantee of the Bank Credit Facilities (as defined below). Toll Brothers, Inc. conducts its operations through its subsidiaries and, therefore, it is primarily dependent on the earnings and cash flows of its subsidiaries to meet its debt service obligations. Any right Toll Brothers Finance Corp., Toll Brothers, Inc. or Toll Brothers, Inc.'s creditors have to participate in the assets of any of Toll Brothers, Inc.'s subsidiaries upon any liquidation or reorganization of any such subsidiary will be subject to the prior claims of that subsidiary's creditors, including trade creditors. Accordingly, the exchange notes will be structurally subordinated to the prior claims of creditors of Toll Brothers, Inc.'s subsidiaries. The exchange notes will, however, have the benefit of the guarantees from the Guarantors (each, a "Guarantee" and collectively, the "Guarantees"), which include Toll Brothers, Inc. and Toll Brothers, Inc.'s subsidiaries that guarantee the Bank Credit Facilities. The exchange notes will continue to be structurally subordinated to the prior claims of creditors of non-Guarantor subsidiaries of Toll Brothers, Inc., including trade creditors, the aggregate amount of which, at January 31, 2004, was approximately $90.0 million. Further, each Guarantee from a Guarantor is unsecured and, accordingly, will be subordinated to the secured debt of that Guarantor. At January 31, 2004, the Guarantors had approximately $53.0 million aggregate principal amount of such Guarantor secured indebtedness for borrowed money outstanding, comprised principally of indebtedness secured by purchase money mortgages on certain of their respective real property. Toll Brothers, Inc.'s subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the exchange notes or to make any funds available therefor, whether by dividends, loans or other payments, other than if and as expressly provided in the Guarantees. The payment of dividends and the making of loans and advances to Toll Brothers, Inc. by its subsidiaries are subject to contractual, statutory or regulatory restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations. 45 The exchange notes will mature on March 15, 2014. Interest on the exchange notes will accrue at a rate of 4.95% per annum, will be computed on the basis of a 360-day year of twelve 30-day months and will be payable semi- annually in arrears on each March 15 and September 15 (each an "Interest Payment Date"), commencing September 15, 2004. Interest will accrue from March 16, 2004, the date of issuance of the old notes, or, if interest has already been paid, from the date it was most recently paid. Toll Brothers Finance Corp. will pay interest to the persons in whose names the exchange notes are registered at the close of business on March 1 or September 1, as the case may be, before any Interest Payment Date. We expect that payments of principal, premium, if any, and interest to owners of beneficial interests in global notes will be made in accordance with the procedures of The Depository Trust Company ("DTC") and its participants in effect from time to time. DTC will act as the depositary for the global notes. The exchange notes will not be entitled to the benefit of any sinking fund or mandatory redemption provisions. The exchange notes will be issued only in fully registered form without coupons, in denominations of $1,000 and multiples thereof. The exchange notes will initially be represented by one or more global notes in book-entry form. See "Global Notes and Book Entry System." The principal of, premium, if any, and interest on the exchange notes will be payable, and, subject to the restrictions on transfer described herein, the exchange notes may be surrendered for registration of transfer or exchange, at the office or agency maintained by us for that purpose; provided that payments of interest may be made at our option by check mailed to the address of the persons entitled thereto or by transfer to an account maintained by the payee with a bank located in the United States. The office or agency initially maintained by us for the foregoing purposes shall be the office of the Trustee. No service charge will be made for any registration of transfer or exchange of the exchange notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. If any Interest Payment Date or maturity date of any of the exchange notes is not a business day at any place of payment, then payment of principal, premium, if any, and interest need not be made at such place of payment on that date but may be made on the next succeeding business day at that place of payment, and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or maturity date, as the case may be. The Indenture does not limit the amount of indebtedness that Toll Brothers Finance Corp., Toll Brothers, Inc. or Toll Brothers, Inc.'s subsidiaries may issue. The Indenture does not contain covenants or other provisions designed to afford holders of the exchange notes protection in the event of a highly leveraged transaction, change in credit rating or other similar occurrence. We expect that interests in the global notes will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in these interests will therefore be required by DTC to settle in immediately available funds. 46 The exchange notes are expected to be listed on the New York Stock Exchange. However, there can be no assurance as to the development or liquidity of any trading market for the exchange notes. If a trading market does not develop or is not maintained, you may experience difficulty in reselling exchange notes, or you may be unable to sell them at all. If a public trading market develops for the exchange notes, it may not be liquid and it may be discontinued at any time. Moreover, future trading prices of the exchange notes would depend on many factors, including, among others, prevailing interest rates, our operating results and the market for similar securities. Depending on prevailing interest rates, our financial condition, the market for similar securities and other factors, the exchange notes could trade at a discount from their principal amount. Guarantees Payment of principal of, premium, if any, and interest on the exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by each of the Guarantors. Each Guarantee will be a full and unconditional unsecured senior obligation of the Guarantor issuing such Guarantee, ranking equal in right of payment with all existing and future debt of the Guarantor that is pari passu with the Guarantee including, without limitation, any indebtedness arising from the Guarantor's guarantees of the 6.875% Senior Notes due 2012, the 5.95% Senior Notes due 2013, the old notes and the Bank Credit Facilities. Each Guarantee from a Guarantor will be subordinated to the secured debt of that Guarantor. At January 31, 2004, the Guarantors had approximately $53.0 million aggregate principal amount of such secured indebtedness, principally in the form of purchase money mortgages on certain of their respective real property. Further, the Guarantee of Toll Brothers, Inc. will be structurally subordinated to the prior claims of creditors, including trade creditors, of Toll Brothers, Inc.'s non-Guarantor subsidiaries, the aggregate amount of which, at January 31, 2004, was approximately $90.0 million. The Guarantees of Toll Brothers, Inc. and Toll Corp. will rank senior to the senior subordinated notes issued by Toll Corp. and Toll Brothers, Inc.'s guarantee thereof. The Indenture provides that, in the event any Guarantee would constitute or result in a fraudulent conveyance in violation of applicable federal law or other similar law of any relevant jurisdiction, the liability of the Guarantor under such Guarantee will be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to certain collections from or payments made by or on behalf of any other Guarantor, permissible under the applicable federal law or other similar law. The Indenture provides that any subsidiary of Toll Brothers, Inc. that provides a guarantee of the Bank Credit Facilities will guarantee the exchange notes. The Indenture further provides that any Guarantor other than Toll Brothers, Inc. may be released from its Guarantee so long as (1) no Default or Event of Default exists or would result from release of such Guarantee, (2) the Guarantor being released has Consolidated Net Worth of less than 5% of Toll Brothers, Inc.'s Consolidated Net Worth as of the end of the most recent fiscal quarter, (3) the Guarantors released from their Guarantees in any year end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a Default) of Toll Brothers, Inc.'s Consolidated Net Worth as of the end of the most recent fiscal quarter, (4) such release would not have a material adverse effect on the homebuilding business of Toll Brothers, Inc. and its subsidiaries and (5) the Guarantor is released from its guaranty(ees) under the Bank Credit Facilities. If there are no guarantors under the Bank Credit Facilities, Guarantors under the Indenture, other than Toll Brothers, Inc., will be released from their Guarantees. 47 Optional Redemption We may, at our option, redeem the exchange 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: o 100% of the principal amount of the exchange notes being redeemed, and o the present value of the Remaining Scheduled Payments (as defined below) on the exchange notes being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 25 basis points (0.25%). We will also pay accrued interest on the exchange 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 exchange 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 exchange notes (or such portions thereof) called for redemption and such exchange notes will cease to be outstanding. In determining whether to redeem the exchange notes, we will generally consider one or more of the following factors: o prevailing interest rates; o available cash; and o other business considerations. "Comparable Treasury Issue" means, with respect to the exchange notes, the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the exchange 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 exchange 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 One Capital Markets, Inc., Citigroup Global Markets Inc. or one of the other initial purchasers 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"), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us. 48 "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 exchange notes, 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 exchange 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 semiannual 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. Certain Covenants Restrictions on Secured Debt. The Indenture provides that Toll Brothers Finance Corp. and Toll Brothers, Inc. will not, and will not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the exchange notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction 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 Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interests secure obligations assumed by Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary, or in the property of a corporation or other entity at the time it is merged into or consolidated with Toll Brothers Finance Corp., Toll Brothers, Inc. 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 Toll Brothers Finance Corp., Toll Brothers, Inc. 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 Toll Brothers Finance Corp., Toll Brothers, Inc. 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 Toll Brothers Finance Corp., Toll Brothers, Inc. or to another Restricted Subsidiary that is wholly-owned (directly or indirectly) by Toll Brothers, Inc. or Security Interests securing Toll Brothers Financing Corp.'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. 49 In addition, Toll Brothers Finance Corp. and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally and ratably securing the exchange 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 exchange notes have been equally and ratably secured) and (2) all Attributable Debt (as defined below) in respect of Sale and Lease-back Transactions (as defined below) (excluding Attributable Debt in respect of Sale and Lease-back Transactions as to which the provisions of clauses (1) through (3) described under "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 (as defined below). The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness (as defined below) by virtue of the definition of Secured Debt, and will not restrict or limit Toll Brothers Finance Corp.'s or the Guarantors' ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. Restrictions on Sale and Lease-back Transactions. The Indenture provides that Toll Brothers Finance Corp. and Toll Brothers, Inc. will not, and will not permit any 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 Toll Brothers Finance Corp., Toll Brothers, Inc. or the relevant Restricted Subsidiary for the property sold (as determined in good faith by Toll Brothers, Inc. communicated in writing to the Trustee); and (3) Toll Brothers Finance Corp., Toll Brothers, Inc. 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: o to the redemption, repayment or retirement of (a) senior notes of any series under the Indenture (including the cancellation by the Trustee of any senior notes of any series delivered by Toll Brothers Finance Corp. to the Trustee), (b) Indebtedness of ours that ranks equally with the senior notes, or (c) Indebtedness of any Guarantor that ranks equally with the Guarantee of such Guarantor, and/or o to the purchase by Toll Brothers Finance Corp., Toll Brothers, Inc. or any Restricted Subsidiary of property used in their respective trade or businesses. This provision 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 Toll Brothers Finance Corp., Toll Brothers, Inc. 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, Toll Brothers Finance Corp. 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 "Restrictions on Secured Debt" above and any Secured Debt in relation to which the exchange 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) above have been complied with) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets. 50 Definitions "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. "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 Huntingdon Finance Corp., Toll Brothers, Inc. and the lenders that are parties thereto, dated July 25, 2000, as amended, and any related documents (including, without limitation, any guarantees or security documents), as such agreements (and such related documents) may be amended, restated, supplemented, renewed, replaced by the existing lenders or by successors or otherwise modified from time to time, including any agreement(s) extending the maturity of or refinancing or refunding all or any portion of the indebtedness or increasing the amount to be borrowed under such agreements or any successor agreements(s), whether or not by or among the same parties. "Consolidated Net Tangible Assets" means the total amount of assets which would be included on a combined balance sheet of us and the 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. "Consolidated Net Worth" of any person means the consolidated stockholders' equity of the person determined in accordance with accounting principles generally accepted in the United States. 51 "Indebtedness" means (1) any liability of any person (A) for borrowed money, (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), (C) for the payment of money relating to a Capitalized Lease Obligation or (D) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (2) any liability of others described in the preceding clause (1) that such person has guaranteed or that is otherwise its legal liability; (3) all Indebtedness referred to in (but not excluded from) clauses (1) and (2) above of other persons and all dividends of other persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness; and (4) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (1), (2) and (3) above. "Non-Recourse Indebtedness" means Indebtedness or other obligations secured by a lien on property to the extent that the liability for the Indebtedness or other obligations is limited to the security of the property without liability on the part of Toll Brothers, Inc., Toll Brothers Finance Corp. or any Restricted Subsidiary (other than the Restricted Subsidiary which holds title to the property) for any deficiency. "Redeemable Capital Stock" means any capital stock of Toll Brothers Finance Corp., Toll Brothers, Inc. or any subsidiary of Toll Brothers, Inc. that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (1) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the notes or (2) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (3) is convertible into or exchangeable for debt securities at any time prior to such final stated maturity. "Restricted Subsidiary" means any Guarantor other than Toll Brothers, Inc. "Revolving Bank Credit Facility" means the Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc. and the Lenders named therein dated May 18, 2001, as amended, and any related documents (including, without limitation, any guarantees or security documents), as such agreements (and such related documents) may be amended, restated, supplemented, renewed, replaced by the existing lenders or by successors or otherwise modified from time to time, including any agreement(s) extending the maturity of or refinancing or refunding all or any portion of the indebtedness or increasing the amount to be borrowed under such agreement(s) or any successor agreement(s), whether or not by or among the same parties. "Sale and Lease-back Transaction" means a sale or transfer made by Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary (except a sale or transfer made to Toll Brothers Finance Corp., Toll Brothers, Inc. 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 Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary for more than a three-year term. 52 "Secured Debt" means any Indebtedness which is secured by (1) a Security Interest in any of the property of Toll Brothers Finance Corp., Toll Brothers, Inc. or any Restricted Subsidiary or (2) a Security Interest in shares of stock owned directly or indirectly by Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary in a corporation or in equity interests owned by Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in Toll Brothers, Inc.'s rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which Toll Brothers Finance Corp., Toll Brothers, Inc. 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. "Significant Subsidiary" means any Subsidiary (1) whose revenues exceed 10% of Toll Brothers, Inc.'s total revenues, in each case for the most recent fiscal year, or (2) whose net worth exceeds 10% of Toll Brothers, Inc.'s total stockholders' equity, in each case as of the end of the most recent fiscal year. "Subsidiary" means any person of which Toll Brothers, Inc., at the time of determination by Toll Brothers, Inc., directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock. "Voting Stock" means any class or classes of capital stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency). Consolidation, Merger and Sale of Assets Neither Toll Brothers Finance Corp. nor any of the Guarantors will consolidate with or merge with or into or sell, assign, transfer or lease all or substantially all of its assets to another person unless: (1) such person is a corporation, in the case of Toll Brothers Finance Corp. or Toll Brothers, Inc., or any other legal entity in the case of any other Guarantor, organized under the laws of the United States of America or any state thereof, (2) such person assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Toll Brothers Finance Corp. or such Guarantor, as the case may be, relating to the exchange notes or, the Guarantee, as the case may be, and the Indenture and shall also expressly assume by an amendment or supplement executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of Toll Brothers Finance Corp.'s and such Guarantors', as the case may be, Covenants and other obligations under the Registration Rights Agreement; and (3) immediately after the transaction no Default or Event of Default exists; provided that this clause (3) will not restrict or be applicable to a consolidation, merger, sale, assignment, transfer or lease of a Guarantor with or into Toll Brothers Finance Corp., Toll Brothers, Inc. or another Subsidiary that is, or concurrently with the completion of such consolidation, merger, sale, assignment, transfer, or lease becomes, a Guarantor. 53 Upon any such consolidation, merger, sale, assignment or transfer (including any merger, sale, assignment, transfer or consolidation described in the proviso at the end of the immediately preceding clause), the successor corporation or legal entity, as applicable, will be substituted for Toll Brothers Finance Corp. or such Guarantor, as applicable, under the Indenture. The successor may then exercise every power and right of Toll Brothers Finance Corp. or such Guarantor, as applicable, under the Indenture, and Toll Brothers Finance Corp. or such Guarantor, as applicable, will be released from all of its respective liabilities and obligations in respect of the exchange notes or the Guarantee, as applicable, and the Indenture. If Toll Brothers Finance Corp. or any Guarantor leases all or substantially all of its assets, the lessee will be the successor to Toll Brothers Finance Corp. or such Guarantor, as applicable, and may exercise every power and right of Toll Brothers Finance Corp. or such Guarantor, as the case may be, under the Indenture, but Toll Brothers Finance Corp. or such Guarantor, as the case may be, will not be released from its respective obligations to pay the principal of and premium, if any, and interest, if any, on the exchange notes. Events of Default An Event of Default with respect to a series of senior notes issued under the Indenture is defined in the Indenture as being, or having occurred, voluntarily or involuntarily, whether by operation of law or otherwise, in the event of: (1) the failure by Toll Brothers Finance Corp. or a Guarantor to pay interest on the senior notes of such series when the same becomes due and payable and the continuance of any such failure for a period of 30 days; (2) the failure by Toll Brothers Finance Corp. or a Guarantor to pay the principal of the senior notes of such series when the same becomes due and payable at maturity, upon acceleration or otherwise; (3) the failure by Toll Brothers Finance Corp., Toll Brothers, Inc. or any Guarantor which is a Significant Subsidiary to comply with any of its agreements or covenants in, or provisions of, the senior notes of such series, the Guarantees (as they relate to the senior notes of such series) or the Indenture (as they relate to the senior notes of such series), other than a failure specifically dealt with elsewhere in the Indenture, and such failure shall not have been remedied within 60 days after receipt of written notice of such failure by Toll Brothers Finance Corp. and Toll Brothers, Inc. from the Trustee or by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Trustee from the holders of at least 25% in aggregate principal amount of the then outstanding senior notes of the applicable series; (4) any default under an instrument evidencing or securing any of Toll Brothers Finance Corp.'s Indebtedness or the Indebtedness of any Guarantor (other than Non-Recourse Indebtedness) aggregating $10,000,000 or more in aggregate principal amount, resulting in the acceleration of such Indebtedness, or due to the failure to pay such Indebtedness at maturity upon acceleration or otherwise; (5) the occurrence of an acceleration of, or a significant modification of the terms (including without limitation the payment of more than an insignificant amount of fees to the holders thereof) of any of Toll Corp.'s 8% Senior Subordinated Notes due 2009, 8 1/4% Senior Subordinated Notes due 2011 or 8.25% Senior Subordinated Notes due 2011 (each of these series of notes being referred to below as an "Outstanding Series"), provided that on the date of the occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000; 54 (6) any Guarantee in respect of the senior notes by Toll Brothers, Inc. or a Guarantor that is a Significant Subsidiary shall for any reason cease to be, or be asserted in writing by Toll Brothers, Inc. or such Guarantor or Toll Brothers Finance Corp., as applicable, not to be, in full force and effect and enforceable in accordance with its terms (other than by reason of the termination of the Indenture or the release or discharge of any such Guarantee in accordance with the terms of the Indenture); provided, however, that if Toll Brothers, Inc. or such Guarantor or Toll Brothers Finance Corp., as applicable, asserts in writing that such Guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this paragraph if (A) such written assertion is accompanied by an opinion of counsel of each of Toll Brothers Finance Corp., Toll Brothers, Inc. and such Guarantor to the effect that, as a matter of law, the defect or defects rendering such Guarantee unenforceable can be remedied within 10 days of the date of such assertion, (B) each of Toll Brothers Finance Corp. and Toll Brothers, Inc. delivers an officers' certificate to the effect that Toll Brothers, Inc., such Guarantor or Toll Brothers Finance Corp., as applicable, represents that such defect or defects shall be so remedied within such 10-day period, and (C) such defect or defects are in fact so remedied within such 10-day period; and (7) certain events of bankruptcy, insolvency or reorganization involving us, Toll Brothers, Inc. or any Significant Subsidiary. We may cure any Event of Default that relates exclusively to a Guarantor other than Toll Brothers, Inc. to the extent such Guarantor is released from its Guarantee to the extent permitted by the provisions of the Indenture. The Indenture provides that if an Event of Default (other than an Event of Default described in clause (7) above) shall have occurred and be continuing, either the Trustee by notice to Toll Brothers Finance Corp. and Toll Brothers, Inc., or the holders of at least 25% in aggregate principal amount of senior notes of the applicable series, issued under the Indenture then outstanding by notice to Toll Brothers Finance Corp., Toll Brothers, Inc. and the Trustee, may declare the principal amount of all the senior notes of the applicable series and interest, if any, accrued thereon to be due and payable immediately. If an Event of Default with respect to Toll Brothers Finance Corp, Toll Brothers, Inc. or any Significant Subsidiary specified in clause (7) above occurs, all amounts due and payable on the senior notes of the applicable series will become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee, Toll Brothers Finance Corp., Toll Brothers, Inc. or any holder. Holders of a majority in principal amount of the then outstanding senior notes of the applicable series may rescind an acceleration with respect to such senior notes and its consequence (except an acceleration due to nonpayment of principal or interest on such senior notes) if the rescission would not conflict with any judgment or decree and if all past Events of Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent Event of Default, or shall impair any right or power consequent thereon. The Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee during default to act with the required standard of care, to receive indemnity satisfactory to it before proceeding to exercise any right or power under the Indenture at the request of the holders of the senior notes. The Indenture also provides that the holders of a majority in principal amount of the outstanding senior notes of a series issued under the Indenture may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. 55 No holder of senior notes of a series will have any right to institute any proceeding with respect to the Indenture or pursue any remedy thereunder, unless: (1) the holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the senior notes of the applicable series with respect to such series, (2) the holders of at least 25% in aggregate principal amount of the outstanding senior notes of the applicable series with respect to such series shall have made written request, and offered indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee to pursue the remedy, (3) the Trustee shall have failed to comply with the request for 60 days after its receipt of such notice and offer of indemnity and (4) no written request inconsistent with such written request has been given to the Trustee during the 60-day period by the holders of a majority in aggregate principal amount of the outstanding senior notes of the applicable series with respect to such series under the Indenture. However, any right of a holder of senior notes to receive payment of the principal of and any interest on the senior notes on or after the dates expressed in the senior notes or to bring suit for the enforcement of any such payment on or after such dates shall be absolute and unconditional and shall not be impaired or affected without the consent of such holder. The Indenture contains a covenant that Toll Brothers Finance Corp. and Toll Brothers, Inc. each will file with the Trustee within 120 days after the end of their respective fiscal years, a certificate as to the absence of any Default or specifying any Default that exists. Modification and Waiver Toll Brothers Finance Corp. and the Trustee, with the written consent of the holders of at least a majority of the principal amount of each series of outstanding senior notes issued under the Indenture affected by the amendment, may execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the Indenture or modifying the rights of the holders of such senior notes, except that no such supplemental indenture may, without the consent of the holders of each outstanding security affected by the supplemental indenture, among other things: (1) change the final maturity of the senior notes, or reduce the rate or extend the time of payment of interest on the senior notes, or reduce the principal amount of the senior notes, or impair the right to institute suit for payment of the senior notes; (2) reduce the percentage of senior notes, the consent of the holders of which is required for any such supplemental indenture, for any waiver of compliance with certain provisions of the Indenture or certain Defaults under the Indenture and their consequences provided in the Indenture or any other covenant or provision; (3) modify any of the provisions regarding the modification of the Indenture, waivers of past Defaults or Events of Default in the payment of principal of, premium if any, or interest on any of the senior notes and waivers of certain covenants, except to increase any percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding security affected thereby; 56 (4) alter the provisions (including related definitions) with respect to redemption of senior notes or Toll Brothers Finance Corp.'s duty to offer to purchase or redeem such senior notes pursuant to the resolutions authorizing such issuance of senior notes or a supplemental indenture pertaining to the senior notes; (5) modify the ranking or priority of the senior notes or the related Guarantees in a manner adverse to the holders of senior notes; or (6) make any senior note payable at a place or in money other than that stated in the senior note. The holders of a majority in principal amount of the outstanding senior notes of a series may, on behalf of the holders of all senior notes of such series, waive any past Default under the Indenture relating to such series without notice to any holder. However, without the consent of the holders of the senior notes affected, no amendment, supplement or waiver, including any waiver of past Defaults as permitted in the Indenture, will effect any of the actions contemplated by the immediately preceding clauses (1) through (6). Each series of debt securities issued under the Indenture will vote as a separate class. Neither our Board of Directors nor the Board of Directors of any Guarantor has the power to waive any of the covenants of the Indenture including those relating to consolidation, merger or sale of assets. We and the Trustee may modify or amend provisions of the Indenture, the Guarantees or the senior notes of a series without notice to or the consent of any holder of such series for any of the following purposes: (1) to evidence the succession of another person to Toll Brothers Finance Corp. or any Guarantor under the Indenture, the Guarantees or the senior notes, respectively; (2) to add to our covenants or the covenants of any Guarantor for the benefit of the holders or to surrender any right or power conferred upon us or such Guarantor by the Indenture; (3) to add Events of Default for the benefit of the holders; (4) to change or eliminate any provisions of the Indenture, provided that any such change or elimination shall become effective only when there are no outstanding senior notes; (5) to secure any senior notes or Guarantees under the Indenture; (6) to establish the form or terms of the senior notes or Guarantees of any series; (7) to add Guarantors; (8) 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; (9) to close the Indenture to authentication and delivery of additional series of senior notes; (10) to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of the senior notes, provided that such action shall not adversely affect the rights of the holders; 57 (11) to remove a Guarantor in respect of any senior notes which, in accordance with the terms of the Indenture, ceases to be liable in respect of its Guarantee; (12) to cure any ambiguity, omission, defect or inconsistency in the Indenture, provided that such action does not adversely affect the interests of holders; (13) to provide that specific provisions of the Indenture will not apply to a series not previously issued under the Indenture; (14) to provide for uncertificated senior notes in addition to or in place of certificated senior notes; and (15) to make any other change that does not adversely affect the interests of holders. Defeasance Provisions Defeasance and Discharge. The Indenture provides that we will be discharged from any and all obligations in respect of the outstanding senior notes of a series (except for certain obligations to register the transfer or exchange of senior notes, replace stolen, lost, destroyed or mutilated senior notes, maintain offices or agencies and hold moneys for payment in trust) upon the deposit with the Trustee, in trust, of money in U.S. Dollars, U.S. government obligations or a combination thereof which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and interest on, and any mandatory sinking fund payments in respect of, the outstanding senior notes of that series on the stated maturity date of the payments in accordance with the terms of the Indenture and such senior notes. This type of discharge may only occur if we deliver to the Trustee an opinion of counsel to the effect that there has been a change in applicable federal income tax law or we have received from, or there has been published by, the United States Internal Revenue Service a ruling to the effect that the holders of the senior notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of that discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if the discharge had not occurred. In order to be discharged the deposit of cash in U.S. Dollars and/or U.S. government obligations will not result in a Default under the Indenture, or constitute a default under any material instrument to which Toll Brothers Finance Corp., Toll Brothers, Inc. or any of the Subsidiaries is a party or by which they or any of their property are bound. In addition, this type of discharge may only occur so long as no Event of Default or event which, with notice or lapse of time, would become an Event of Default with respect to the senior notes of that series has occurred and is continuing on the date cash in U.S. Dollars and/or U.S. government obligations are deposited in trust and other conditions specified in the Indenture are satisfied. The term "government obligations" means securities of the government which issued the currency in which the senior notes of the series are denominated or in which interest is payable or of government agencies backed by the full faith and credit of that government. Defeasance of Certain Covenants. The Indenture also provides that we may omit to comply with certain covenants described above under "Certain Covenants" and "Consolidation, Merger and Sale of Assets" with respect to the senior notes of a series if we comply with the following conditions and the senior notes of such series shall thereafter be deemed not "outstanding" for the purpose of any direction, waiver, consent or declaration or act of the holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes under the Indenture. In order to exercise this option, we will be required to deposit with the Trustee money in U.S. Dollars, U.S. government obligations or a combination 58 thereof which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of (and premium, if any) and interest on, and any mandatory sinking fund payments in respect of the outstanding senior notes of that series on the stated maturity date of the payments in accordance with the terms of the Indenture and such senior notes. In order to be discharged, the deposit of cash and/or government obligations must not result in a Default under the Indenture, or constitute a default under any material instrument to which Toll Brothers Finance Corp., Toll Brothers, Inc. or any of the Subsidiaries is a party or by which they or any of their property are bound. In addition, this type of discharge may only occur so long as no Event of Default or event which, with notice or lapse of time, would become an Event of Default with respect to the senior notes of that series has occurred and is continuing on the date cash and/or government obligations are deposited in trust and other conditions specified in the Indenture are satisfied. We will also be required to deliver to the Trustee an opinion of counsel to the effect that the deposit and related covenant defeasance will not cause the holders of the senior notes of that series to recognize income, gain or loss for federal income tax purposes and that those holders will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if the deposit and covenant defeasance had not occurred, and to satisfy other conditions specified in the Indenture. Covenant Defeasance and Events of Default. In the event we exercise our option to effect covenant defeasance with respect to the senior notes of any series and those senior notes are declared due and payable because of the occurrence of any Event of Default, the amount of money and government obligations on deposit with the Trustee will be sufficient to pay amounts due on the senior notes of that series at the time of their stated maturity dates but may not be sufficient to pay amounts due on the senior notes at the time of the acceleration resulting from such Event of Default. However, we will remain liable for such payments. Regarding the Trustee J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., will be the trustee under the Indenture pursuant to which the exchange notes are to be issued. J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., also is trustee under the Indenture pursuant to which Toll Brothers Finance Corp.'s 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013 were issued and the indentures pursuant to which Toll Corp.'s 8% Senior Subordinated Notes due 2009, 8 1/4% Senior Subordinated Notes due 2011 and 8.25% Senior Subordinated Notes due 2011 were issued. Global Notes and Book-Entry System The Global Securities The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons. Such global notes will be deposited on the issue date with DTC and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the Trustee under the Indenture pursuant to the FAST Balance Certificate Agreement between DTC and the Trustee. Beneficial interests in the global notes may not be exchanged for certificated notes except in the circumstances described below. All interests in global notes may be subject to the procedures and requirements of DTC. 59 Exchanges of beneficial interests in one global security for interests in another global security will be subject to the applicable rules and procedures of DTC and its direct and indirect participants. Any beneficial interest in one of the global notes that is transferred to a person who takes delivery in the form of an interest in another global security will, upon transfer, cease to be an interest in that global security and become an interest in the global security to which the beneficial interest is transferred and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in the global security to which the beneficial interest is transferred for as long as it remains an interest in that global security. Certain Book-Entry Procedures for the Global Notes The descriptions of the operations and procedures of DTC set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters. DTC has advised us that it is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities for persons who have accounts with DTC ("participants") and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, which eliminates the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a direct or indirect custodial relationship with a participant ("indirect participants"). Investors who are not participants may beneficially own exchange notes held by or on behalf of DTC only through participants or indirect participants. The rules applicable to DTC and its participants are on file with the Commission. Upon the issuance of the global note, DTC or its custodian will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by the global note to the accounts of the persons who have accounts with DTC. Such accounts initially will be designated by or on behalf of the initial purchasers. Ownership of beneficial interests in the global note will be limited to participants or persons who hold interests through participants. Ownership of beneficial interests in the global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants and indirect participants (with respect to interests of persons other than participants). So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee, as the case may be, will be considered the sole record owner or holder of the exchange notes represented by a global note for all purposes under the Indenture and the exchange notes. Except as set forth herein, owners of beneficial interests in a global note will not be entitled to have exchange notes represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of exchange notes in definitive certificated form, and will not be considered holders of the exchange notes for any purposes under the Indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person directly or indirectly owns its interest, to exercise any rights of a holder under the Indenture. We understand that under existing industry practices, if we request any action of holders or any owner of a beneficial interest in a global note desires to give any notice or take any action that a holder is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interests to give such notice or take such action, and such participants would authorize beneficial owners owning through such participants to give such notice or take such action or would otherwise act upon the instructions of beneficial owners owning through them. 60 Payments of the principal of, premium, if any, and interest on a global note will be made to DTC or its nominee, as the case may be, as the registered owner. Neither we, the Trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a global note will credit participants' accounts with payments in amounts proportionate to their respective beneficial ownership interests in the principal amount of such global note, as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in a global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for such payments. The Indenture provides that, if the Depository notifies us that it is unwilling or unable to continue as depository for the global notes or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depository within 90 days, or if there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the exchange notes, then we will issue certificated notes in exchange for the global note. In addition, we may at any time and in our sole discretion determine not to have the exchange notes represented by a global note and, in such event, will issue certificated notes in exchange for the global note. In any such instance, an owner of a beneficial interest in a global note will be entitled to physical delivery of certificated notes equal in principal amount to its beneficial interest and to have the certificated notes registered in its name. We expect that instructions for registering the certificated notes would be based upon directions received from the Depository with respect to ownership of the beneficial interests in a global note. Although DTC has agreed to the procedures described above in order to facilitate transfers of interests in a global note among participants of DTC, it is under no obligation to perform such procedures and such procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. According to DTC, the foregoing information with respect to DTC has been provided by it for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind. The information contained herein concerning DTC and its book-entry system has been obtained from sources that we believe are reliable, although DTC has declined to pass upon the accuracy of the statements contained herein. 61 Same-Day Funds We will make all payments of principal premium, if any, and interest on the global notes in immediately available funds to DTC. UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of what we believe are the material federal income tax consequences to a holder of exchange notes (a "United States Holder") who is (1) a citizen or resident of the United States, (2) a corporation, partnership or other entity treated as a corporation or a partnership for United States federal income tax purposes created or organized in or under the laws of the United States, any state thereof or the district of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise), (3) an estate whose income is subject to United States federal income tax regardless of its source, or (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be United States Holders. The following summary deals only with exchange notes held as capital assets by purchasers at the issue price who are United States Holders and not with special classes of holders, such as dealers in securities or currencies, financial institutions, life insurance companies, persons holding senior notes as a hedge against or which are hedged against currency risks, and persons whose functional currency is not the U.S. dollar. A person considering an investment in the exchange notes should consult his or her own tax advisor concerning these matters and as to the tax treatment under foreign, state and local tax laws and regulations. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, Internal Revenue Service ("IRS") rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Changes in this area of law may be applied retroactively in a manner that could cause the tax consequences to vary substantially from the consequences described below, possibly adversely affecting a United States Holder. The authorities on which this summary is based are subject to various interpretations, and it is therefore possible that the federal income tax treatment of the purchase, ownership and disposition of the exchange notes may differ from the treatment described below. Exchange of Notes The exchange offer will occur by operation of the terms of the old notes and will not result in material changes as specifically referenced in the applicable treasury regulations and does not violate the option rules as set forth in the applicable treasury regulations. Consequently, no federal income tax consequences to United States Holders exchanging old notes for exchange notes under the exchange offer will occur. Each exchanging holder will have the same adjusted tax basis and holding period in the exchange notes as it had in the old notes immediately before the exchange. 62 Payments of Interest As a general rule, interest paid or accrued on the exchange notes will be treated as ordinary income to United States Holders. A United States Holder using the accrual method of accounting for federal income tax purposes is required to include interest paid or accrued on the exchange notes in ordinary income as interest accrues, while a United States Holder using the cash receipts and disbursements method of accounting for federal income tax purposes must include interest in ordinary income when payments are received (or made available for receipt to) by the holder. Sale, Exchange or Retirement of Senior Notes A United States Holder's tax basis in a senior note will generally be its cost. Upon the sale, exchange, redemption or retirement of a senior note, a United States Holder will generally recognize gain or loss on the sale, exchange, redemption or retirement equal to the difference between the amount realized (not including any amounts attributable to accrued and unpaid interest, which is treated as interest as described above) and the holder's tax basis in the senior note. For taxable years ending on or before December 31, 2008, long-term capital gain of a non-corporate United States Holder is generally subject to a maximum tax rate of 15% in respect of senior notes held for more than one year. For sales or exchanges on or after January 1, 2009, the maximum rate is 20% Withholding Taxes and Reporting Requirements Interest payments and payments of principal and any premium with respect to a senior note will be reported to the extent required by the Code to the United States Holders and the IRS. These amounts will ordinarily not be subject to withholding of United States federal income tax. However, a backup withholding tax (at the applicable statutory rate) will apply to these payments if a United States Holder fails to supply us or our agent in the manner required by applicable law with the holder's taxpayer identification number or if a United States Holder has been notified by the IRS that payments to such holder are subject to backup withholding. The statutory rate for backup withholding is currently 28%. PLAN OF DISTRIBUTION Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for resales of exchange notes received in exchange for old notes that had been acquired as a result of market-making or other trading activities. We have agreed that, for a period of 270 days after the expiration date of the exchange offer, we will make this prospectus, as it may be amended or supplemented, available to any broker-dealer for use in connection with any such resale. Any broker-dealers required to use this prospectus and any amendments or supplements to this prospectus for resales of the exchange notes must notify us of this fact by checking the box on the letter of transmittal requesting additional copies of these documents or by writing or telephoning us. See "Documents Incorporated by Reference." Notwithstanding the foregoing, we are entitled under the registration rights agreement to suspend the use of this prospectus by broker-dealers under specific circumstances. For example, we may suspend the use of this prospectus if: o the Commission or any state securities authority requests an amendment or supplement to this prospectus or the related registration statement or additional information; 63 o the Commission or any state securities authority issues any stop order suspending the effectiveness of the registration statement or initiates proceedings for that purpose; o we receive notification of the suspension of the qualification of the exchange notes for sale in any jurisdiction or the initiation or threatening of any proceedings for that purpose; o the suspension is required by law; o the suspension is taken for valid business reasons, including the acquisition or divestiture of assets or a material corporate transaction; or o an event occurs which makes any statement in this prospectus untrue in any material respect or which constitutes an omission to state a material fact in this prospectus. If we suspend the use of this prospectus, the 270-day period referred to above will be extended by a number of days equal to the period of the suspension. We will not receive any proceeds from any sale of exchange notes by broker- dealers. Exchange notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on those notes or a combination of those methods, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealer or the purchasers of the exchange notes. Any broker-dealer that resells exchange notes received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and will indemnify holders of the senior notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania, has rendered an opinion with respect to the validity and enforceability of the exchange notes being issued by Toll Brothers Finance Corp. and the Guarantee being issued by Toll Brothers, Inc. Kenneth J. Gary, Esquire, Senior Vice President and General Counsel of Toll Brothers, Inc., has rendered an opinion with respect to the validity and enforceability of the Guarantees being issued by the Guarantors other than Toll Brothers, Inc. Mr. Gary owns or has the right to acquire a number of shares of common stock of Toll Brothers, Inc. which is well below 1% of the outstanding common stock of Toll Brothers, Inc. 64 EXPERTS Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the year ended October 31, 2003, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. 65 =============================================================================== $300,000,000 Toll Brothers Finance Corp. 4.95% Senior Notes due 2014 [graphic omitted] ------------------------------- PROSPECTUS , 2004 ------------------------------- Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that, by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 270 days after the consummation of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with the resale of exchange notes. See "Plan of Distribution." =============================================================================== 66 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. For information regarding provisions under which a director or officer of Toll Brothers, Inc. or Toll Brothers Finance Corp. may be insured or indemnified in any manner against any liability which he may incur in his capacity as such, reference is made to Section 145 of the Delaware General Corporation Law, which provides in its entirety as follows: "(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)." See also Article Six of Toll Brothers, Inc.'s Certificate of Incorporation, as amended, which obligates, and Article VII of Toll Brothers, Inc.'s By-Laws, as Amended and Restated dated March 20, 2003, which grants, Toll Brothers, Inc. the power to indemnify its directors, officers, employees and agents. Section 7-4 of Article VII of Toll Brothers, Inc.'s Bylaws, as Amended and Restated dated March 20, 2003, further permits Toll Brothers, Inc. to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Toll Brothers, Inc., or who is or was serving at the request of Toll Brothers, Inc. as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not Toll Brothers, Inc. would have the power to indemnify him against such liability under law. Toll Brothers, Inc. has purchased directors' and officers' liability insurance. See also Article VIII of Toll Brothers Finance Corp.'s By-Laws which obligates Toll Brothers Finance Corp. to indemnify its directors, officers, employees and agents. Section 8-7 of Article VIII of Toll Brothers Finance Corp's Bylaws further permits Toll Brothers Finance Corp. to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Toll Brothers Finance Corp., or who is or was serving at the request of Toll Brothers Finance Corp. as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not Toll Brothers Finance Corp. would have the power to indemnify him against such liability under law. Toll Brothers Finance Corp. has purchased directors' and officers' liability insurance. See Item 22 of this Part II for further information concerning indemnification of directors, officers and controlling persons of Toll Brothers, Inc. and Toll Brothers Finance Corp. Item 21. Exhibits++ 3.1 Form of Articles of Incorporation for Guarantors incorporated in the State of Arizona is hereby incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.2 Form of Articles of Organization for Guarantors organized in the State of Arizona is hereby incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.3 Form of Articles of Incorporation for Guarantors incorporated in the State of California is hereby incorporated by reference to Exhibit 3.3 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.4 Form of Articles of Organization for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.5 Form of Certificate of Limited Partnership for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.5 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.6 Form of Articles of Incorporation for Guarantors incorporated in the State of Colorado is hereby incorporated by reference to Exhibit 3.6 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.7 Form of Certificate of Limited Partnership for Guarantors organized in the State of Colorado is hereby incorporated by reference to Exhibit 3.7 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.8 Form of Certificate of Limited Partnership for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.8 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.9 Form of the Certificate of Incorporation for Guarantors incorporated in the State of Delaware is hereby incorporated by reference to Exhibit 3.9 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.10 Form of Certificate of Formation for Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.10 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.11 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.11 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.12 Form of Articles of Incorporation for the Guarantors incorporated in the State of Florida is hereby incorporated by reference to Exhibit 3.12 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.13 Form of Articles of Organization for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.13 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.14 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.14 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.15 Form of Articles of Incorporation for the Guarantors incorporated in the State of Illinois is hereby incorporated by reference to Exhibit 3.15 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.16 Form of Articles of Organization for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.16 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.17 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.17 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.18 Form of Articles of Organization for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.18 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.19 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.19 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.20 Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.20 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.21 Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.21 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.22 Form of Articles of Incorporation for the Guarantors incorporated in the State of Michigan is hereby incorporated by reference to Exhibit 3.22 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.23 Form of Articles of Organization for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.23 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.24 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.24 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.25 Form of Articles of Incorporation for the Guarantors incorporated in the State of Nevada is hereby incorporated by reference to Exhibit 3.25 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.26 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Nevada is hereby incorporated by reference to Exhibit 3.26 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.27 Form of Articles of Incorporation for the Guarantors incorporated in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.27 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.28 Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.28 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.29 Form of Certificate of Formation for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.29 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.30 Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.30 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.31 Form of Certificate of Incorporation for the Guarantors incorporated in the State of New York is hereby incorporated by reference to Exhibit 3.31 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.32* Form of Articles of Organization for the Guarantors incorporated in the State of New York 3.33 Form of Certificate of Limited Partnership for the Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.32 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.34 Form of Articles of Incorporation for the Guarantors incorporated in the State of North Carolina is hereby incorporated by reference to Exhibit 3.33 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.35 Form of Articles of Organization for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.34 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.36 Form of Certificate of Limited Partnership for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.35 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.37 Form of Articles of Incorporation for the Guarantors incorporated in the State of Ohio is hereby incorporated by reference to Exhibit 3.36 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.38 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Ohio is hereby incorporated by reference to Exhibit 3.37 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.39 Form of Certificate of Articles of Incorporation for the Guarantors incorporated in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.38 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.40 Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.39 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.41 Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.40 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.42 Form of Articles of Incorporation for the Guarantors incorporated in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.41 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.43 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.42 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.44 Form of Articles of Incorporation for the Guarantors incorporated in the State of South Carolina is hereby incorporated by reference to Exhibit 3.43 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.45 Form of Certificate of Limited Partnership for the Guarantors organized in the State of South Carolina is hereby incorporated by reference to Exhibit 3.44 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.46 Form of Articles of Incorporation for the Guarantors incorporated in the State of Tennessee is hereby incorporated by reference to Exhibit 3.45 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.47 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Tennessee is hereby incorporated by reference to Exhibit 3.46 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.48 Form of Articles of Incorporation for the Guarantors incorporated in the State of Texas is hereby incorporated by reference to Exhibit 3.47 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.49 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Texas is hereby incorporated by reference to Exhibit 3.48 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.50 Form of Articles of Organization for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.49 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.51 Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.50 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.52 Form of Bylaws for the Guarantors is hereby incorporated by reference to Exhibit 3.51 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.53 Form of Limited Liability Company Operating Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.52 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.54 Form of Limited Partnership Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.53 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.55 Form of Limited Liability Company Agreement for C.B.A.Z. Holding Company LLC, First Brandywine LLC I and First Brandywine LLC II is hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.56 Form of Certificate of Incorporation for Eastern States Engineering, Inc. and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.55 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.57 Form of Bylaws for Eastern States Engineering, Inc. and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.56 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.58 Form of Bylaws for TB Proprietary, L.P., Inc., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III Corp. and Toll NJX-IV Corp. is hereby incorporated by reference to Exhibit 3.57 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.59 Form of Certificate of Incorporation for Toll Bros. of Tennessee, Inc., Toll Management AZ Corp., Toll Management VA Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III Corp., Toll NJX-IV Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.58 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.60 Form of Bylaws for Toll Bros. of Tennessee, Inc., Toll Management AZ Corp., Toll Management VA Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.59 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.61 Form of Articles of Organization for Big Branch Overbrook LLC and Sapling Ridge, LLC is hereby incorporated by reference to Exhibit 3.60 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.62 Form of Articles of Incorporation for HQZ Acquisitions, Inc. and The Silverman Building Companies, Inc. is hereby incorporated by reference to Exhibit 3.61 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.63 Form of Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.), SH Homes Corporation and SI Investment Corporation is hereby incorporated by reference to Exhibit 3.62 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.64 Form of Articles of Incorporation for Polekoff Farm, Inc., Toll Bros., Inc., Toll Real Estate, Inc., Toll Land Corp. No. 6 and Windsor Development Corp. is hereby incorporated by reference to Exhibit 3.63 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.65 Form of Bylaws for Polekoff Farm, Inc., Toll Bros., Inc., Toll Land Corp. No. 6 and Windsor Development Corp. is hereby incorporated by reference to Exhibit 3.64 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.66 Form of Certificate of Incorporation for Toll Realty Holdings Corp. I, Toll Realty Holdings Corp. II and Toll Realty Holdings Corp. III is hereby incorporated by reference to Exhibit 3.65 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.67 Form of Bylaws for Toll Realty Holdings Corp. I, Toll Realty Holdings Corp. II and Toll Realty Holdings Corp. III is hereby incorporated by reference to Exhibit 3.66 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.68 Form of Operating Agreement for Brier Creek Country Club I LLC and Brier Creek Country Club II LLC is hereby incorporated by reference to Exhibit 3.67 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.69 Form of Operating Agreement for Belmont Country Club I LLC, Belmont Country Club II LLC, Dominion Valley Country Club I, LLC and Dominion Valley Country Club II, LLC is hereby incorporated by reference to Exhibit 3.68 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.70 Form of Operating Agreement for Golf I Country Club Estates at Moorpark LLC and Golf II Country Club Estates at Moorpark LLC is hereby incorporated by reference to Exhibit 3.69 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.71 Restated Certificate of Incorporation for Toll Brothers, Inc. dated July 1, 1996, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.72 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated March 7, 1989, is hereby incorporated by reference to Exhibit 3.2 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.73 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated June 12, 1997, is hereby incorporated by reference to Exhibit 3.4 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.74 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated January 8, 1998, is hereby incorporated by reference to Exhibit 3.5 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.75 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated March 7, 2002, is hereby incorporated by reference to Exhibit 3.6 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.76 Amended and Restated Bylaws for Toll Brothers, Inc., are hereby incorporated by reference to Exhibit 3 of Toll Brothers, Inc.'s Current Report on Form 8-K dated March 28, 2003. 3.77 Certificate of Limited Partnership for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership) is hereby incorporated by reference to Exhibit 3.76 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.78 Articles of Incorporation for Toll YL, Inc. is hereby incorporated by reference to Exhibit 3.77 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.79 Amended and Restated Certificate of Incorporation for First Brandywine Finance Corp. is hereby incorporated by reference to Exhibit 3.78 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.80 Agreement of Limited Partnership for First Brandywine Partners, L.P. is hereby incorporated by reference to Exhibit 3.79 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.81 Limited Liability Company Agreement for Toll DE X, L.L.C. is hereby incorporated by reference to Exhibit 3.80 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.82 Bylaws for Toll Philmont Corporation is hereby incorporated by reference to Exhibit 3.81 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.83 Articles of Incorporation for Frenchman's Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.82 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.84 Bylaws for Frenchman's Club Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.83 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.85 Amended and Restated Articles of Incorporation for Mizner Country Club, Inc. is hereby incorporated by reference to Exhibit 3.84 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.86 Bylaws for Mizner Country Club, Inc. is hereby incorporated by reference to Exhibit 3.85 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.87 Articles of Organization for Naples Lakes Country Club, L.L.C. is hereby incorporated by reference to Exhibit 3.86 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.88 Operating Agreement for Naples Lakes Country Club, L.L.C. is hereby incorporated by reference to Exhibit 3.87 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.89 Articles of Organization for Naples TBI Realty, LLC is hereby incorporated by reference to Exhibit 3.88 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.90 Articles of Incorporation for Toll FL GP Corp. is hereby incorporated by reference to Exhibit 3.89 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.91 Articles of Amendment for Feys Property LLC is hereby incorporated by reference to Exhibit 3.90 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.92 Bylaws for Toll Peppertree, Inc. is hereby incorporated by reference to Exhibit 3.91 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.93 Limited Partnership Certificate for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.92 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.94 Limited Partnership Agreement for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.93 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.95 Bylaws for Toll Brothers Real Estate, Inc. is hereby incorporated by reference to Exhibit 3.94 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.96 Partnership Agreement for Toll Naval Associates is hereby incorporated by reference to Exhibit 3.95 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.97 Bylaws for Toll PA GP Corp. is hereby incorporated by reference to Exhibit 3.96 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.98 Form of Articles of Organization for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.97 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.99 Form of Articles of Incorporation for Guarantors incorporated in the State of Minnesota is hereby incorporated by reference to Exhibit 3.98 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.100 Form of Certificate of Limited Partnership for Guarantors organized in the State of Minnesota is hereby incorporated by reference to Exhibit 3.99 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.101 Form of Certificate of Incorporation for Guarantors incorporated in the State of New Jersey is hereby incorporated by reference to Exhibit 3.100 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.102 Form of Articles of Organization for Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.101 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.103 Form of Public Records Filing For New Business Entity for Toll Grove L.P. and Toll Marshall LP is hereby incorporated by reference to Exhibit 3.102 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.104 Articles of Incorporation for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.103 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.105 Bylaws for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.104 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.106 Form of Limited Liability Company Agreement for First Brandywine LLC III and First Brandywine LLC IV is hereby incorporated by reference to Exhibit 3.105 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.107* Certificate of Incorporation of First Brandywine Investment Corp. IV. 3.108* Bylaws for First Brandywine Investment Corp. IV. 3.109* Limited Liability Company Agreement for First Brandywine LLC III. 3.110* Articles of Incorporation for Toll FL GP Corp. 3.111* Articles of Organization for Toll MD I, L.L.C. 3.112* Public Record Filing For New Business Entity for Toll Cliffs LP (currently Toll Cliffs Urban Renewal Company LP). 3.113* Certificate of First Amendment to the Certificate of Limited Partnership for Toll Cliffs LP (currently Toll Cliffs Urban Renewal Company LP). 3.114* Amended and Restated Limited Partnership Agreement for Toll Hudson LP. 3.115* Certificate of Organization for Toll Plaza, LLC. 3.116* Limited Liability Company Operating Agreement for Toll Plaza, LLC. 3.117* Certificate of Incorporation for Toll NJ Builder Corp. 3.118* Articles of Incorporation for Toll MD Builder Corp. 3.119* Limited Liability Company Agreement for First Brandywine LLC IV. 3.120* Articles of Organization for Toll Glastonbury LLC. 3.121* Certificate of Amendment to the Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.). 3.122* Limited Partnership Amendment to Certificate for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership). 4.1 Indenture dated as of November 22, 2002 between Toll Brothers Finance Corp., as issuer, Toll Brothers, Inc. as guarantor, and Bank One Trust Company, as Trustee, including form of guarantee, is hereby incorporated by reference to Exhibit 4.1 of the Toll Brothers, Inc.'s Form 8-K filed with the Securities and Exchange Commission on November 27, 2002. 4.2 Authorizing Resolutions, dated as of March 9, 2004 relating to $300,000,000 principal amount of 4.95% Senior Notes of Toll Brothers Finance Corp. due 2014, guaranteed on a senior basis by the Toll Brothers, Inc. and other subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 4.1 of Toll Brothers Inc.'s Form 8-K filed with the Securities and Exchange Commission on April 1, 2004. 4.3 Registration Rights Agreement dated as of March 9, 2004 by and among Toll Brothers Finance Corp. and Toll Brothers, Inc. and Citigroup Global Markets Inc. is hereby incorporated by Reference to Exhibit 4.2 of Toll Brothers, Inc.'s Form 8-K filed with the Securities and Exchange Commission on April 1, 2004. 4.4 First Supplemental Indenture dated as of May 1, 2003 by and among the parties listed on Exhibit A thereto and Bank One Trust Company, National Association, as Trustee, is hereby incorporated by reference to Exhibit 4.4 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 4.5 Second Supplemental Indenture dated as of November 3, 2003 by and among the parties listed on Schedule A thereto and Bank One Trust Company, National Association, as Trustee is hereby incorporated by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on November 5, 2003, File Nos. 333-103931, 333-103931-01, 333-103931-02, 333-103931-03 and 333-103931-04. 4.6 Third Supplemental Indenture dated as of January 26, 2004 by and among the parties listed on Schedule A thereto and J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 10-Q for the quarter ended January 31, 2004 filed with the Securities and Exchange Commission on March 15, 2004. 4.7 Fourth Supplemental Indenture dated as of March 1, 2004 by and among the parties listed on Schedule A thereto and J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant's Form 10-Q for the quarter ended January 31, 2004 filed with the Securities and Exchange Commission on March 15, 2004. 5.1** Form of Opinion of Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania. 5.2** Form of Opinion of Kenneth J. Gary, Esquire, Senior Vice President and General Counsel of Toll Brothers, Inc. 10.1 Purchase Agreement dated March 9, 2004 by and among, Toll Brothers Finance Corp. and Toll Brothers, Inc. and Citigroup Global Markets Inc. is hereby incorporated by reference to Exhibit 10.1 of Toll Brothers, Inc.'s Form 8-K filed with the Securities and Exchange Commission on April 1, 2004. 10.2 Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc. and the lenders which are parties thereto dated May 18, 2001, is hereby incorporated by reference to Exhibit 10.3 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended April 30, 2001. 12* Statement Regarding Computation of Ratio of Earnings to Fixed Charges. 21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 21 of Toll Brothers, Inc.'s Form 10-K for the year ended October 31, 2003. 23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part of Exhibit 5.1). 23.2 Consent of Kenneth J. Gary, Esquire (included as part of Exhibit 5.2). 23.3* Consent of Independent Auditors. 24* Power of Attorney (included in signature pages hereto). 25* Statement of Eligibility and Qualification on Form T-1 of J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as trustee of the 4.95% Senior Notes Due 2014 of Toll Brothers Finance Corp. 99.1* Form of Letter of Transmittal. 99.2* Form of Notice of Guaranteed Delivery. 99.3* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 99.4* Form of Letter to DTC Participants. 99.5* Form of Letter to Beneficial Holders. 99.6* Form of Exchange Agent Agreement. * Filed herewith **This exhibit, as signed, will be filed by pre-effective amendment. ++Where a jurisdiction is specified for a form of organizational or governing document, such form is the document that is used, in substantially similar form, by each of the Guarantors of corresponding entity type that is organized in that jurisdiction, except with respect to any Guarantor for which that Guarantor's actual organizational/governing documents, or forms of such documents specifically identified as applicable to such Guarantor, are filed herewith. Item 22. Undertakings. Each of the undersigned registrants hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To respond to requests for information that is incorporated by reference into the prospectus pursuant to item 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this registration statement through the date responding to the request; (5) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective; (6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (7) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Toll Brothers Finance Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. TOLL BROTHERS FINANCE CORP. By: Zvi Barzilay -------------------------------------- Zvi Barzilay, President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Robert I. Toll Director - ------------------------------------- Robert I. Toll President, Chief Operating Officer Zvi Barzilay Assistant Secretary and Director - ------------------------------------- Principal Executive Officer) Zvi Barzilay Executive Vice President, Treasurer, Joel H. Rassman Chief Financial - ------------------------------------- Officer, Assistant Secretary and Joel H. Rassman Director (Principal Financial Officer) Vice President, Chief Accounting Joseph R. Sicree Officer, and assistant Secretary - ------------------------------------- (Principal Accounting Officer) Joseph R. Sicree SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Toll Brothers, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. TOLL BROTHERS, INC. By: Robert I. Toll --------------------------------- Robert I. Toll, Chairman of the Board of Directors KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Chairman of the Board, Chief Robert I. Toll Executive Officer and Director - ------------------------------------ (Principal Executive Officer) Robert I. Toll Vice Chairman of the Board and Bruce E. Toll Director - ------------------------------------ Bruce E. Toll President, Chief Operating Officer and Zvi Barzilay Director - ------------------------------------ Zvi Barzilay Robert S. Blank Director - ------------------------------------- Robert S. Blank Edward G. Boehne Director - -------------------------------------- Edward G. Boehne Richard J. Braemer Director - -------------------------------------- Richard J. Braemer Roger S. Hillas Director - -------------------------------------- Roger S. Hillas Carl B. Marbach Director - -------------------------------------- Carl B. Marbach Stephen A. Novick Director - -------------------------------------- Stephen A. Novick Senior Vice President, Treasurer, Joel H. Rassman Chief Financial Officer and - -------------------------------------- Director (Principal Financial Joel H. Rassman Officer) Paul E. Shapiro Director - ------------------------------------- Paul E. Shapiro Joseph R. Sicree Vice President and Chief Accounting - ------------------------------------ Officer (Principal Accounting Officer) Joseph R. Sicree SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule I of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on the Schedule I of Additional Registrants) By: Zvi Barzilay --------------------------------------- Zvi Barzilay, President of each Registrant listed on Schedule I of Additional Registrants that are corporations or limited liability companies and President of the corporate general partner or limited liability company general partner of each Registrant listed on Schedule I of Additional Registrants that are limited partnerships. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on April 16, 2004. *Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule I of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities' corporate general partner in the capacities indicated. Signature Title - --------- ----- Director (as to corporate Robert I. Toll Registrants)/Manager - -------------------------------------- (as to limited liability company Robert I. Toll Registrants) President, Chief Operating Officer, Zvi Barzilay Assistant Secretary - -------------------------------------- and Director (as to corporate Zvi Barzilay Registrants)/Manager (as to limited liability company Registrants) (Principal Executive Officer) Senior Vice President, Treasurer, Joel H. Rassman Chief Financial - -------------------------------------- Officer, Assistant Secretary and Joel H. Rassman Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Financial Officer) Vice President, Chief Accounting Joseph R. Sicree Officer, and Assistant - -------------------------------------- Secretary (Principal Accounting Joseph R, Sicree Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule II of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on the Schedule II of Additional Registrants) By: Zvi Barzilay --------------------------------------- Zvi Barzilay, President of each Registrant listed on Schedule II of Additional Registrants that are corporations or limited liability companies and President of the corporate general partner of each Registrant listed on Schedule II of Additional Registrants that are limited partnerships. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on April 16, 2004. *Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule II of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities' corporate general partner in the capacities indicated. Signature Title - --------- ----- Director (as to corporate Robert I. Toll Registrants)/Manager - --------------------------------------- (as to limited liability company Robert I. Toll Registrants) President, Chief Operating Officer, Zvi Barzilay Assistant Secretary - --------------------------------------- and Director (as to corporate Zvi Barzilay Registrants)/Manager (as to limited liability company Registrants) (Principal Executive Officer) Senior Vice President, Treasurer, Joel H. Rassman Chief Financial - --------------------------------------- Officer, Assistant Secretary and Joel H. Rassman Director (as to corporate Registrants)/Manager (as to limited liability company Registrants) (Principal Financial Officer) Vice President, Chief Accounting Joseph R. Sicree Officer, and Assistant - --------------------------------------- Secretary (Principal Accounting Joseph R. Sicree Officer) Director (as to corporate Douglas C. Yearley, Jr. Registrants)/Manager - --------------------------------------- (as to limited liability company Douglas C. Yearley, Jr. Registrants) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule III of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule III of Additional Registrants) By: Michael Donnelly ------------------------------------- Michael Donnelly, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Michael Donnelly Executive Officer) - ----------------------------------- Michael Donnelly Ronald Blum Vice President and Manager - ----------------------------------- Ronald Blum Treasurer, Secretary, and Manager Joseph Pease (Principal Financial - ----------------------------------- Officer) (Principal Accounting Joseph Pease Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule IV of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed Schedule IV of Additional Registrants Table IV) By: Michael Donnelly ----------------------------------- Michael Donnelly, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Michael Donnelly Executive Officer) - ----------------------------------- Michael Donnelly Robert Fordham Vice President and Manager - ----------------------------------- Robert Fordham Treasurer, Secretary, and Manager Clay Cameron (Principal Financial - ----------------------------------- Officer) (Principal Accounting Clay Cameron Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule V of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule V of Additional Registrants) By: John A. Oscar, Jr. ------------------------------------- John A. Oscar, Jr. President of each Registrant listed on Schedule V of Additional Registrants that are corporations or limited liability companies and President of the corporate general partner of each Registrant listed on Schedule V of Additional Registrants that are limited partnerships. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on April 16, 2004. *Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule V of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities' corporate general partner in the capacities indicated. Where the Registrant is a limited liability company, this registration statement has been signed by the following persons on behalf of such entities' corporate manager in the capacities indicated. Signature Title - --------- ----- President, Treasurer and Director John A. Oscar, Jr. (as to corporate - -------------------------------------- Registrants)/Manager (as to John A. Oscar, Jr. limited liability company Registrants) (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer) Vice President and Director (as to Joel H. Rassman corporate - -------------------------------------- Registrants)/Manager (as to limited Joel H. Rassman liability company Registrants) Secretary and Director (as to Gordon W. Stewart corporate - -------------------------------------- Registrants)/Manager (as to Gordon W. Stewart limited liability company Registrants) Assistant Secretary and Director Mark J. Warshauer (as to corporate - -------------------------------------- Registrants)/Manager (as to Mark J. Warshauer limited liability company Registrants) Director (as to corporate Ann DiFiore Registrants)/Manager (as to - -------------------------------------- limited liability company Ann DiFiore Registrants) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VI of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule VI of Additional Registrants) By: Zvi Barzilay --------------------------------------- Zvi Barzilay, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on April 16, 2004. *Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule V of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities' corporate general partner in the capacities indicated. Where the Registrant is a limited liability company, this registration statement has been signed by the following persons on behalf of such entities' corporate general partner in the capacities indicated. Signature Title - --------- ----- President, Chief Operating Zvi Barzilay Officer, Secretary and Director - --------------------------------------- (Principal Executive Officer) Zvi Barzilay Senior Vice President, Treasurer, Joel H. Rassman Chief Financial Officer, Assistant - --------------------------------------- Secretary and Financial Officer) Joel H. Rassman (Principal Accounting Officer) Robert I. Toll Director - --------------------------------------- Robert I. Toll SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VII of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule VII of Additional Registrants) By: Zvi Barzilay ------------------------------------------ Zvi Barzilay, President of each Registrant listed on Schedule VII of Additional Registrants that are corporations or limited liability companies and President of the corporate general partner of each Registrant listed on Schedule VII of Additional Registrants that are limited partnerships. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President, Chief Operating Zvi Barzilay Officer, Secretary and - ------------------------------------- Director (as to corporate Zvi Barzilay Registrants)/Manager (as to limited liability company Registrants) (Principal Executive Officer) Senior Vice President, Joel H. Rassman Treasurer, Chief Financial - ------------------------------------- Officer, Assistant Secretary Joel H. Rassman and Director (as to corporate Registrants)/Manager (as to limited liability company Registrants)(Principal Financial Officer) (Principal Accounting Officer) Director (as to corporate Robert I. Toll Registrants)/Manager (as - ------------------------------------- to limited liability company Robert I. Toll Registrants) Director (as to corporate Douglas C. Yearley, Jr. Registrants)/Manager (as - ------------------------------------- to limited liability company Douglas C. Yearley, Jr. Registrants) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule VIII of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule VIII of Additional Registrants) By: James Smith ------------------------------------------ James Smith, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- James Smith President and Manager (Principal - -------------------------------- Executive Officer) James Smith Eric C. Pino Treasurer, Secretary and Manager - ------------------------------------- (Principal Financial Officer) Eric C. Pino (Principal Accounting Officer) Gordon T. Ivascu Vice President and Manager - ------------------------------------- Gordon T. Ivascu SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule IX of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule IX of Additional Registrants) By: Thomas Anhut ----------------------------------------- Thomas Anhut, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Thomas Anhut Executive Officer) - -------------------------------- Thomas Anhut Treasurer, Secretary and Manager Richard Gannon (Principal Financial - -------------------------------- Officer) (Principal Accounting Richard Gannon Officer) Brad Nelson Vice President and Manager - ------------------------------- Brad Nelson SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule X of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule X of Additional Registrants) By: James Boyd --------------------------------------------- James Boyd, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal James Boyd Executive Officer) - -------------------------------------- James Boyd Treasurer, Secretary and Manager Michael Nix (Principal Financial - -------------------------------------- Officer) (Principal Accounting Officer) Michael Nix Craig Messi Vice President and Manager - --------------------------------------- Craig Messi SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XI of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XI of Additional Registrants) By: Gary Lemon ----------------------------------------- Gary Lemon, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Gary Lemon Executive Officer) - ------------------------------------- Gary Lemon Treasurer, Secretary and Manager James Kemp (Principal Financial - ------------------------------------- Officer) (Principal Accounting James Kemp Officer) Lee Dotson Vice President and Manager - -------------------------------------- Lee Dotson SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XII of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on the Schedule XII of Additional Registrants) By: Wayne S. Patterson ---------------------------------------------------------- Wayne S. Patterson, President of each Registrant listed on Schedule XII of Additional Registrants that are corporations or limited liability companies and President of the corporate general partner of each Registrant listed on Schedule XII of Additional Registrants that are limited partnerships. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on April 16, 2004. *Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule XII of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities' corporate general partner in the capacities indicated. Signature Title - --------- ----- President and Director (Principal Wayne S. Patterson Executive Officer) - --------------------------------- Wayne S. Patterson Kenneth J. Gary Vice President, Secretary and Director - --------------------------------- Kenneth J. Gary SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XIII of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XIII of Additional Registrants) By: Andrew Stern --------------------------------------- Andrew Stern, Manager KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Manager (Principal Executive Andrew Stern Officer) (Principal - --------------------------------- Financial Officer) (Principal Andrew Stern Accounting Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XIV of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XIV of Additional Registrants) By: Wayne S. Patterson --------------------------------------- Wayne S. Patterson, Manager (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Manager (Principal Executive Officer) Wayne S. Patterson (Principal Financial Officer) - ----------------------------------- (Principal Accounting Officer) Wayne S. Patterson SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XV of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XV of Additional Registrants) By: John A. Oscar, Jr. ------------------------------------------- John A. Oscar, Jr., President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* indicated on April 16, 2004. *Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule XII of Additional Registrants. Where the Registrant is a limited liability company, this registration statement has been signed by the following persons on behalf of such entities' corporate manager in the capacities indicated. Signature Title - --------- ----- President and Treasurer John A. Oscar, Jr. (Principal Executive Officer) - ---------------------------------------- John A. Oscar, Jr. Vice President and Director (as Joel H. Rassman to corporate Registrants)/Manager - ---------------------------------------- (as to limited liability company Joel H. Rassman Registrants) Director (as to corporate Ann DiFiore Registrants)/Manager (as to - -------------------------------------- limited liability company Ann DiFiore Registrants) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XVI of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XVI of Additional Registrants) By: Robert Craig --------------------------------------- Robert Craig, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Robert Craig Executive Officer) - --------------------------------------- Robert Craig Treasurer, Secretary and Manager Paul Luck (Principal Financial - --------------------------------------- Officer) (Principal Accounting Paul Luck Officer) William Perry Vice President and Manager - --------------------------------------- William Perry SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XVII of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XVII of Additional Registrants) By: Gregory Harold ------------------------------------------ Gregory Harold, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Gregory Harold Executive Officer) - -------------------------------------- Gregory Harold Treasurer, Secretary and Manager Michael Powell (Principal Financial Officer) - -------------------------------------- (Principal Accounting Officer) Michael Powell Paul Eberz Vice President and Manager - -------------------------------------- Paul Eberz SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XVIII of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XVIII of Additional Registrants) By: Kenneth J. Gary ------------------------------------------ Kenneth J. Gary, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Secretary Kenneth J. Gary (Principal Executive Officer) - -------------------------------------- Kenneth J. Gary Vice President (Principal Joseph Sicree Financial Officer) - -------------------------------------- (Principal Accounting Officer) Joseph Sicree Robert I. Toll Director - -------------------------------------- Robert I. Toll Zvi Barzilay Director - -------------------------------------- Zvi Barzilay Joel H. Rassman Director - -------------------------------------- Joel H. Rassman SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XIX of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XIX of Additional Registrants) By: Andrew Stern ------------------------------------------ Andrew Stern President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Andrew Stern Executive Officer) - -------------------------------------- Andrew Stern Treasurer, Secretary and Manager Gary Rosmarin (Principal Financial Officer) - -------------------------------------- (Principal Accounting Officer) Gary Rosemarin John Jakominich Vice President and Manager - -------------------------------------- John Jakominich SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed on the attached Schedule XX of Additional Registrants has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Registrants (As Listed on Schedule XX of Additional Registrants) By: William Reilly --------------------------------------- William Reilly, Manager (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Manager (Principal Executive Officer) William Reilly (Principal Financial Officer) - --------------------------------- (Principal Accounting Officer) William Reilly SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Frenchman's Reserve Country Club, Inc. has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Frenchman's Reserve Country Club, Inc. By: Michael Donnelly -------------------------------------- Michael Donnelly, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Director (Principal Michael Donnelly Executive Officer) - ----------------------------------- Michael Donnelly Ronald Blum Vice President and Director - ----------------------------------- Ronald Blum Treasurer, Secretary, and Director Robert Fordham (Principal Financial Officer) - ----------------------------------- (Principal Accounting Officer) Robert Fordham SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Mizner Country Club, Inc. has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, April 16, 2004. Mizner Country Club, Inc. By: Michael Donnelly --------------------------------------- Michael Donnelly, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Director (Principal Michael Donnelly Executive Officer) - ----------------------------------- Michael Donnelly Robert Fordham Vice President and Director - ----------------------------------- Robert Fordham Treasurer, Secretary, and Director Joseph Pease (Principal Financial Officer) - ----------------------------------- (Principal Accounting Officer) Joseph Pease SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z. Construction Company LLC has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. C.B.A.Z. Construction Company LLC By: Wayne S. Patterson ---------------------------------- Wayne S. Patterson, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal Wayne S. Patterson Executive Officer) - --------------------------------------- Wayne S. Patterson Richard T. Hartman Vice President and Manager - --------------------------------------- Richard T. Hartman Vice President, Secretary, Charles W. Bowie Treasurer and Manager (Chief - --------------------------------------- Financial Officer) (Chief Charles W. Bowie Accounting Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Naples TBI Realty, LLC has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Naples TBI Realty, LLC By: Ralph Reinert ---------------------------------------- Ralph Reinert, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President (Principal Executive Ralph Reinert Officer) - --------------------------------- Ralph Reinert Vice President Brian Loftus - --------------------------------- Brian Loftus Marlene Meade Manager - --------------------------------- Marlene Meade SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Naples Lakes Country Club, L.L.C. has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Naples Lakes Country Club, L.L.C. By: Ralph Reinert ---------------------------------------- Ralph Reinert, Manager (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Manager (Principal Executive Ralph Reinert Officer) (Principal - --------------------------------- Financial Officer) (Principal Ralph Reinert Accounting Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Naples Lakes Country Club, L.L.C. has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. SRH Investments I, LLC By: Jeff Douhit ---------------------------------------- Jeff Douhit, Manager (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- Manager (Principal Executive Jeff Douhit Officer) (Principal - --------------------------------- Financial Officer) (Principal Jeff Douhit Accounting Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Toll Realty L.L.C. has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. Toll Realty L.L.C. By: Brian Loftus ----------------------- Brian Loftus, Manager KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President (Principal Executive Kenneth Thirtyacre Officer) - --------------------------------------- Kenneth Thirtyacre Brian Loftus Manager - --------------------------------------- Brian Loftus Joel H. Rassman Vice President - --------------------------------------- Joel H. Rassman James Manners Vice President - --------------------------------------- James Manners Secretary and Treasurer Ralph Reinert (Principal Financial Officer) - --------------------------------------- (Principal Accounting Officer) Ralph Reinert SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, South Riding Realty LLC has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on April 16, 2004. South Riding Realty LLC By: William Gilligan ------------------------------------------ William Gilligan, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager (Principal William Gilligan Executive Officer) - --------------------------------- William Gilligan John Harris Vice President and Manager - --------------------------------- John Harris Secretary, Treasurer and Manager John Tsitos (Principal Financial Officer) - --------------------------------- (Principal Accounting Officer) John Tsitos SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Northville Hills Golf Club LLC has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Farmington Hills, state of Michigan, on April 16, 2004. Northville Hills Golf Club LLC By: Keith Anderson ---------------------------------------- Keith Anderson, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Manager Keith Anderson (Principal Executive - --------------------------------------- Officer) Keith Anderson John Oberlin Vice President and Manager - --------------------------------------- John Oberlin Treasurer, Secretary, and William Bye Manager (Principal - --------------------------------------- Financial Officer) William Bye (Principal Accounting Officer) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, Mountain View Country Club, Inc. has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Common wealth of Pennsylvania, on April 16, 2004. Mountain View Country Club, Inc. By: Gary Lemon --------------------------------------- Gary Lemon, President (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related registration statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 16, 2004. Signature Title - --------- ----- President and Director Gary Lemon (Principal Executive - --------------------------------- Officer) Gary Lemon Vice President Joel H. Rassman (Principal Financial Officer) - --------------------------------- (Principal Accounting Officer) Joel H. Rassman Lee Dotson Vice President and Director - --------------------------------- Lee Dotson Treasurer, Secretary, and James Kemp Director - --------------------------------- James Kemp Schedule I of Additional Registrants Exact Name of Registrant as Specified in its Charter Toll Holdings, Inc. Amwell Chase, Inc. Brentwood Investments I, Inc Bunker Hill Estates, Inc. Chesterbrooke, Inc. Connecticut Land Corp Daylesford Development Corp. Eastern States Engineering, Inc. Fairway Valley, Inc. First Huntingdon Finance Corp. Franklin Farms G.P., Inc. MA Limited Land Corporation Maple Point, Inc. Maryland Limited Land Corporation Polekoff Farm, Inc. Springfield Chase, Inc. Stewarts Crossing, Inc. Tenby Hunt, Inc. Toll AZ GP Corp. Toll Bros., Inc. (Pennsylvania) Toll Bros., Inc. (Delaware) Toll Bros., Inc. (Texas) Toll Bros. of Arizona, Inc. Toll Bros. of North Carolina, Inc. Toll Bros. of North Carolina II, Inc. Toll Bros. of North Carolina III, Inc. Toll Brothers AZ Construction Company (formerly Edmunds-Toll Construction Company) Toll Brothers Real Estate, Inc. Toll CA GP Corp. Toll CO GP Corp. Toll Corp. Toll Finance Corp. Toll FL GP Corp. Toll Hudson LP Toll IL GP Corp. Toll Land Corp. No. 6 Toll Land Corp. No. 10 Toll Land Corp. No. 20 Toll Land Corp. No. 43 Toll Land Corp. No. 45 Toll Land Corp. No. 46 Toll Land Corp. No. 47 Toll Land Corp. No. 48 Toll Land Corp. No. 49 Toll Land Corp. No. 50 Toll Land Corp. No. 51 Toll Land Corp. No. 52 Toll Land Corp. No. 53 Toll Land Corp. No. 55 Toll Land Corp. No. 56 Toll Land Corp. No. 58 Toll Land Corp. No. 59 Toll Land Corp. No. 60 Toll MN GP Corp. Toll NV GP Corp. Toll NC GP Corp. Toll OH GP Corp. Toll PA GP Corp. Toll PA II GP Corp. Toll Peppertree, Inc. Toll Philmont Corporation Toll RI GP Corp. Toll SC GP Corp. Toll TN GP Corp. Toll TX GP Corp. Toll VA GP Corp. Toll Wood Corporation Toll YL, Inc. Valley Forge Conservation Holding GP Corp. Warren Chase, Inc. Windsor Development Corp. Afton Chase, L.P. Audubon Ridge, L.P. Beaumont Chase, L.P. Belmont Land, L.P. Bennington Hunt, L.P. Bernards Chase, L.P. Binks Estates Limited Partnership The Bird Estate Limited Partnership Blue Bell Country Club, L.P. Branchburg Ridge, L.P. Brandywine River Estates, L.P. Brass Castle Estates, L.P. Brentwood Investments, L.P. Bridle Estates, L.P. Broad Run Associates, L.P. Buckingham Woods, L.P. Bucks County Country Club, L.P. CC Estates Limited Partnership Calabasas View, L.P. Charlestown Hills, L.P. Chesterbrooke Limited Partnership Cobblestones at Thornbury, L.P. Cold Spring Hunt, L.P. Coleman-Toll Limited Partnership Concord Chase, L.P. Cortlandt Chase, L.P. Delray Limited Partnership Dolington Estates, L.P. Dominion Country Club, L.P. Eagle Farm Limited Partnership The Estates at Brooke Manor Limited Partnership Estates at Coronado Pointe, L.P. Estates at Princeton Junction, L.P. Estates at Rivers Edge, L.P. Estates at San Juan Capistrano, L.P. The Estates at Summit Chase, L.P. Fairfax Investment, L.P. Fairfax Station Hunt, L.P. Fair Lakes Chase, L.P. Fairway Mews Limited Partnership Farmwell Hunt, L.P. Franklin Oaks Limited Partnership Freehold Chase, L.P. Great Falls Hunt, L.P. Great Falls Woods, L.P. Greens at Waynesborough, L.P. Greenwich Chase, L.P. Greenwich Station, L.P. Hockessin Chase, L.P. Holland Ridge, L.P. Holliston Hunt Limited Partnership Hopewell Hunt, L.P. Huckins Farm Limited Partnership Hunter Mill, L.P. Hunterdon Chase, L.P. Hunterdon Ridge, L.P. Huntington Estates Limited Partnership Hurley Ridge Limited Partnership Kensington Woods Limited Partnership Knolls of Birmingham, L.P. Lakeridge, L.P. Lakeway Hills Properties, L.P. Laurel Creek, L.P. Loudoun Valley Associates, L.P. Mallard Lakes, L.P. Manalapan Hunt, L.P. Marshallton Chase, L.P. Mill Road Estates, L.P. Montgomery Chase, L.P. Montgomery Oaks, L.P. Moorestown Hunt, L.P. Mount Kisco Chase, L.P. NC Country Club Estates Limited Partnership Newtown Chase Limited Partnership Northampton Crest, L.P. Northampton Preserve, L.P. Patriots, L.P. The Preserve at Annapolis Limited Partnership The Preserve at Boca Raton Limited Partnership Preston Village Limited Partnership Princeton Hunt, L.P. Providence Hunt, L.P. Providence Plantation Limited Partnership Regency at Dominion Valley, L.P. River Crossing, L.P. Rolling Greens, L.P. Seaside Estates Limited Partnership Shrewsbury Hunt Limited Partnership Somers Chase, L.P. Somerset Development Limited Partnership South Riding, L.P. South Riding Amberlea LP South Riding Partners, L.P. South Riding Partners Amberlea LP Southlake Woods, L.P. Southport Landing Limited Partnership Springton Pointe, L.P. Stone Mill Estates, L.P. Stoney Ford Estates, L.P. Swedesford Chase, L.P. TBI/Heron Bay Limited Partnership TBI/Naples Limited Partnership TBI/Palm Beach Limited Partnership Thornbury Knoll, L.P. Toll at Brier Creek Limited Partnership Toll at Daventry Park, L.P. Toll at Payne Ranch, L.P. Toll at Princeton Walk, L.P. Toll at Westlake, L.P. Toll at Whippoorwill, L.P. Toll Bros. of Tennessee, L.P. Toll Brothers AZ Limited Partnership (formerly Edmunds-Toll Limited Partnership) Toll Brothers Maryland II Limited Partnership Toll CA, L.P. Toll CA II, L.P. Toll CA III, L.P. Toll CA IV, L.P. Toll CA V, L.P. Toll CA VI, L.P. Toll Cliffs Urban Renewal Company LP (formerly Toll Cliffs LP) Toll CO, L.P. Toll CT Limited Partnership Toll CT II Limited Partnership Toll CT Westport Limited Partnership Toll Costa, L.P. Toll DE LP Toll-Dublin, L.P. Toll Estero Limited Partnership Toll FL Limited Partnership Toll FL II Limited Partnership Toll FL III Limited Partnership Toll Ft. Myers Limited Partnership Toll Grove LP Toll IL, L.P. Toll IL II, L.P. Toll IL III, L.P. Toll IL HWCC, L.P. Toll Jacksonville Limited Partnership Toll Land Limited Partnership Toll Land IV Limited Partnership Toll Land V Limited Partnership Toll Land VI Limited Partnership Toll Land VII Limited Partnership Toll Land IX Limited Partnership Toll Land X Limited Partnership Toll Land XI Limited Partnership Toll Land XIII Limited Partnership Toll Land XIV Limited Partnership Toll Land XV Limited Partnership Toll Land XVI Limited Partnership Toll Land XVII Limited Partnership Toll Land XVIII Limited Partnership Toll Land XIX Limited Partnership Toll Land XX Limited Partnership Toll Land XXI Limited Partnership Toll Land XXII Limited Partnership Toll Land XXIII Limited Partnership Toll Land XXV Limited Partnership Toll Land XXVI Limited Partnership Toll Marshall LP Toll MD Limited Partnership Toll MD II Limited Partnership Toll MD III Limited Partnership Toll MD IV Limited Partnership Toll MD V Limited Partnership Toll MN, L.P. Toll Naval Associates Toll NJ, L.P. Toll NJ II, L.P. Toll NJ III, L.P. Toll NJ IV, L.P. Toll NJ V, L.P. Toll NJ VI, L.P. Toll NV Limited Partnership Toll PA, L.P. Toll PA II, L.P. Toll PA III, L.P. Toll PA IV, L.P. Toll PA V, L.P. Toll PA VI, L.P. Toll PA VII, L.P. Toll PA VIII, L.P. Toll PA IX, L.P. Toll Park LP Toll Peppertree, L.P. Toll Plaza, L.P. Toll Reston Associates, L.P. Toll RI, L.P. Toll RI II, L.P. Toll SC, L.P. Toll SC II, L.P. Toll TX, L.P. Toll TX II, L.P. Toll VA, L.P. Toll VA II, L.P. Toll VA IV, L.P. Toll VA V, L.P. Toll Venice Limited Partnership Toll YL, L.P. Toll YL II, L.P. Trumbull Hunt Limited Partnership Uwchlan Woods, L.P. Valley Forge Conservation Holding, L.P. Valley Forge Woods, L.P. Valley View Estates Limited Partnership Village Partners, L.P. Warwick Greene, L.P. Warwick Woods, L.P. Washington Greene Development, L.P. West Amwell Limited Partnership Whiteland Woods, L.P. Wichita Chase, L.P. Willowdale Crossing, L.P. Wilson Concord, L.P. The Woods at Highland Lakes, L.P. The Woods at Long Valley, L.P. Wrightstown Hunt, L.P. Yardley Estates, L.P. 60 Industrial Parkway Cheektowaga, LLC 2301 Fallston Road LLC Big Branch Overlook L.L.C. Component Systems I LLC Component Systems II LLC Creeks Farm L.L.C. Feys Property LLC High Point at Hopewell, LLC Hunts Bluff LLC Lighthouse Point Land Company, LLC Long Meadows TBI, LLC Nosan & Silverman Homes LLC Regency at Denville LLC Regency at Dominion Valley LLC The Ridges at Belmont Country Club I LLC The Ridges at Belmont Country Club II LLC RiverCrest Sewer Company, LLC Sapling Ridge, LLC SR Amberlea LLC Stoney Kill LLC SRH Investments II, LLC Toll Cedar Hunt LLC Toll-Dublin, LLC Toll Equipment, L.L.C. Toll FL I, LLC Toll Glastonbury LLC Toll MD I, L.L.C. Toll NJ I, L.L.C. Toll NJ II, L.L.C. Toll NJ III, L.L.C. Toll Plaza, LLC Toll Reston Associates, L.L.C. Toll VA L.L.C Toll VA III L.L.C. Toll Van Wyck LLC Virginia Construction Co. I, LLC Virginia Construction Co. II, LLC Schedule II of Additional Registrants Exact Name of Registrant as Specified in its Charter HQZ Acquisitions, Inc. The Silverman Building Companies, Inc. SH Homes Corporation SI Investment Corporation Toll Development Company, Inc. (formerly Silverman Development Company Inc.) Toll MI GP Corp. Cheltenham Estates Limited Partnership Newport Ridge Limited Partnership Silverman-Toll Limited Partnership Timber Ridge Investment Limited Partnership Toll MI Limited Partnership Toll MI II Limtied Partnership Toll MI III Limited Partnership Toll Northville Limited Partnership Toll Northville Golf Limited Partnership Waldon Preserve Limited Partnership Schedule III of Additional Registrants Exact Name of Registrant as Specified in its Charter Frenchman's Reserve Realty, LLC Mizner Realty, L.L.C. Schedule IV of Additional Registrants Exact Name of Registrant as Specified in its Charter Palm Cove Golf & Yacht Club I LLC Palm Cove Golf & Yacht Club II LLC Palm Cove Marina I LLC Palm Cove Marina II LLC Schedule V of Additional Registrants Exact Name of Registrant as Specified in its Charter TB Proprietary Corp. First Brandywine Finance Corp. First Brandywine Investment Corp II. First Brandywine Investment Corp III Toll Bros. of Tennessee, Inc. Toll VA Member Two, Inc. TB Proprietary LP, Inc. TB Proprietary, L.P. First Brandywine LLC I First Brandywine LLC II First Brandywine Partners, L.P. Rose Hollow Crossing Associates Schedule VI of Additional Registrants Exact Name of Registrant as Specified in its Charter Toll Realty Holdings Corp. I Toll Realty Holdings Corp. II Toll NJ Builder I, L.P. Schedule VII of Additional Registrants Exact Name of Registrant as Specified in its Charter Toll Realty Holdings Corp. III Toll Brothers Realty Michigan II LLC Schedule VIII of Additional Registrants Exact Name of Registrant as Specified in its Charter Belmont Country Club I LLC Belmont Country Club II LLC Schedule IX of Additional Registrants Exact Name of Registrant as Specified in its Charter Brier Creek Country Club I LLC Brier Creek Country Club II LLC Schedule X of Additional Registrants Exact Name of Registrant as Specified in its Charter Golf I Country Club Estates at Moorpark LLC Golf II Country Club Estates at Moorpark LLC Schedule XI of Additional Registrants Exact Name of Registrant as Specified in its Charter Mountain View Country Club I LLC Mountain View Country Club II LLC Schedule XII of Additional Registrants Exact Name of Registrant as Specified in its Charter Toll NH Limited Partnership Toll NH GP Corp. Schedule XIII of Additional Registrants Exact Name of Registrant as Specified in its Charter ELB Investments I LLC ELB Investments II LLC Schedule XIV of Additional Registrants Exact Name of Registrant as Specified in its Charter FC Investments I LLC FC Investments II LLC Schedule XV of Additional Registrants Exact Name of Registrant as Specified in its Charter First Brandywine Investment Corp. IV Toll Management AZ Corp. Toll Management VA Corp. Toll NJX-I Corp. Toll NJX-II Corp. Toll NJX-III Corp. Toll NJX-IV Corp. C.B.A.Z. Holding Company LLC First Brandywine LLC III First Brandywine LLC IV Toll DE X, LLC Schedule XVI of Additional Registrants Exact Name of Registrant as Specified in its Charter Dominion Valley Country Club I LLC Dominion Valley Country Club II LLC Schedule XVII of Additional Registrants Exact Name of Registrant as Specified in its Charter The Regency Golf Club I LLC The Regency Golf Club II LLC Schedule XVIII of Additional Registrants Exact Name of Registrant as Specified in its Charter Toll MD Builder Corp. Toll NJ Builder Corp. Toll PA Builder Corp. Toll MD Builder I, L.P. Schedule XIX of Additional Registrants Exact Name of Registrant as Specified in its Charter Hawthorne Woods Country Club I LLC Hawthorne Woods Country Club I LLC Schedule XX of Additional Registrants Exact Name of Registrant as Specified in its Charter Manalapan Hunt Investments I LLC Manalapan Hunt Investments II LLC Index To Exhibits++ ================================================================================ 3.1 Form of Articles of Incorporation for Guarantors incorporated in the State of Arizona is hereby incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.2 Form of Articles of Organization for Guarantors organized in the State of Arizona is hereby incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.3 Form of Articles of Incorporation for Guarantors incorporated in the State of California is hereby incorporated by reference to Exhibit 3.3 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.4 Form of Articles of Organization for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.5 Form of Certificate of Limited Partnership for Guarantors organized in the State of California is hereby incorporated by reference to Exhibit 3.5 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.6 Form of Articles of Incorporation for Guarantors incorporated in the State of Colorado is hereby incorporated by reference to Exhibit 3.6 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.7 Form of Certificate of Limited Partnership for Guarantors organized in the State of Colorado is hereby incorporated by reference to Exhibit 3.7 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.8 Form of Certificate of Limited Partnership for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.8 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.9 Form of the Certificate of Incorporation for Guarantors incorporated in the State of Delaware is hereby incorporated by reference to Exhibit 3.9 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.10 Form of Certificate of Formation for Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.10 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.11 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Delaware is hereby incorporated by reference to Exhibit 3.11 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.12 Form of Articles of Incorporation for the Guarantors incorporated in the State of Florida is hereby incorporated by reference to Exhibit 3.12 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.13 Form of Articles of Organization for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.13 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.14 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Florida is hereby incorporated by reference to Exhibit 3.14 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.15 Form of Articles of Incorporation for the Guarantors incorporated in the State of Illinois is hereby incorporated by reference to Exhibit 3.15 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.16 Form of Articles of Organization for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.16 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.17 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Illinois is hereby incorporated by reference to Exhibit 3.17 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.18 Form of Articles of Organization for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.18 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.19 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Maryland is hereby incorporated by reference to Exhibit 3.19 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.20 Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.20 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.21 Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Massachusetts is hereby incorporated by reference to Exhibit 3.21 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.22 Form of Articles of Incorporation for the Guarantors incorporated in the State of Michigan is hereby incorporated by reference to Exhibit 3.22 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.23 Form of Articles of Organization for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.23 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.24 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Michigan is hereby incorporated by reference to Exhibit 3.24 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.25 Form of Articles of Incorporation for the Guarantors incorporated in the State of Nevada is hereby incorporated by reference to Exhibit 3.25 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.26 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Nevada is hereby incorporated by reference to Exhibit 3.26 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.27 Form of Articles of Incorporation for the Guarantors incorporated in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.27 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.28 Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Hampshire is hereby incorporated by reference to Exhibit 3.28 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.29 Form of Certificate of Formation for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.29 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.30 Form of Certificate of Limited Partnership for the Guarantors organized in the State of New Jersey is hereby incorporated by reference to Exhibit 3.30 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.31 Form of Certificate of Incorporation for the Guarantors incorporated in the State of New York is hereby incorporated by reference to Exhibit 3.31 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.32* Form of Articles of Organization for the Guarantors incorporated in the State of New York 3.33 Form of Certificate of Limited Partnership for the Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.32 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.34 Form of Articles of Incorporation for the Guarantors incorporated in the State of North Carolina is hereby incorporated by reference to Exhibit 3.33 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.35 Form of Articles of Organization for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.34 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.36 Form of Certificate of Limited Partnership for the Guarantors organized in the State of North Carolina is hereby incorporated by reference to Exhibit 3.35 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.37 Form of Articles of Incorporation for the Guarantors incorporated in the State of Ohio is hereby incorporated by reference to Exhibit 3.36 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.38 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Ohio is hereby incorporated by reference to Exhibit 3.37 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.39 Form of Certificate of Articles of Incorporation for the Guarantors incorporated in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.38 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.40 Form of Certificate of Organization for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.39 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.41 Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Pennsylvania is hereby incorporated by reference to Exhibit 3.40 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.42 Form of Articles of Incorporation for the Guarantors incorporated in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.41 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.43 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Rhode Island is hereby incorporated by reference to Exhibit 3.42 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.44 Form of Articles of Incorporation for the Guarantors incorporated in the State of South Carolina is hereby incorporated by reference to Exhibit 3.43 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.45 Form of Certificate of Limited Partnership for the Guarantors organized in the State of South Carolina is hereby incorporated by reference to Exhibit 3.44 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.46 Form of Articles of Incorporation for the Guarantors incorporated in the State of Tennessee is hereby incorporated by reference to Exhibit 3.45 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.47 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Tennessee is hereby incorporated by reference to Exhibit 3.46 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.48 Form of Articles of Incorporation for the Guarantors incorporated in the State of Texas is hereby incorporated by reference to Exhibit 3.47 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.49 Form of Certificate of Limited Partnership for the Guarantors organized in the State of Texas is hereby incorporated by reference to Exhibit 3.48 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.50 Form of Articles of Organization for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.49 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.51 Form of Certificate of Limited Partnership for the Guarantors organized in the Commonwealth of Virginia is hereby incorporated by reference to Exhibit 3.50 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.52 Form of Bylaws for the Guarantors is hereby incorporated by reference to Exhibit 3.51 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.53 Form of Limited Liability Company Operating Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.52 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.54 Form of Limited Partnership Agreement for the Guarantors is hereby incorporated by reference to Exhibit 3.53 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.55 Form of Limited Liability Company Agreement for C.B.A.Z. Holding Company LLC, First Brandywine LLC I and First Brandywine LLC II is hereby incorporated by reference to Exhibit 3.54 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.56 Form of Certificate of Incorporation for Eastern States Engineering, Inc. and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.55 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.57 Form of Bylaws for Eastern States Engineering, Inc. and Fairway Valley, Inc. is hereby incorporated by reference to Exhibit 3.56 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.58 Form of Bylaws for TB Proprietary, L.P., Inc., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III Corp. and Toll NJX-IV Corp. is hereby incorporated by reference to Exhibit 3.57 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.59 Form of Certificate of Incorporation for Toll Bros. of Tennessee, Inc., Toll Management AZ Corp., Toll Management VA Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NJX-III Corp., Toll NJX-IV Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.58 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.60 Form of Bylaws for Toll Bros. of Tennessee, Inc., Toll Management AZ Corp., Toll Management VA Corp. and Toll VA Member Two, Inc. is hereby incorporated by reference to Exhibit 3.59 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.61 Form of Articles of Organization for Big Branch Overbrook LLC and Sapling Ridge, LLC is hereby incorporated by reference to Exhibit 3.60 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.62 Form of Articles of Incorporation for HQZ Acquisitions, Inc. and The Silverman Building Companies, Inc. is hereby incorporated by reference to Exhibit 3.61 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.63 Form of Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.), SH Homes Corporation and SI Investment Corporation is hereby incorporated by reference to Exhibit 3.62 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.64 Form of Articles of Incorporation for Polekoff Farm, Inc., Toll Bros., Inc., Toll Real Estate, Inc., Toll Land Corp. No. 6 and Windsor Development Corp. is hereby incorporated by reference to Exhibit 3.63 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.65 Form of Bylaws for Polekoff Farm, Inc., Toll Bros., Inc., Toll Land Corp. No. 6 and Windsor Development Corp. is hereby incorporated by reference to Exhibit 3.64 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.66 Form of Certificate of Incorporation for Toll Realty Holdings Corp. I, Toll Realty Holdings Corp. II and Toll Realty Holdings Corp. III is hereby incorporated by reference to Exhibit 3.65 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.67 Form of Bylaws for Toll Realty Holdings Corp. I, Toll Realty Holdings Corp. II and Toll Realty Holdings Corp. III is hereby incorporated by reference to Exhibit 3.66 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.68 Form of Operating Agreement for Brier Creek Country Club I LLC and Brier Creek Country Club II LLC is hereby incorporated by reference to Exhibit 3.67 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.69 Form of Operating Agreement for Belmont Country Club I LLC, Belmont Country Club II LLC, Dominion Valley Country Club I, LLC and Dominion Valley Country Club II, LLC is hereby incorporated by reference to Exhibit 3.68 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.70 Form of Operating Agreement for Golf I Country Club Estates at Moorpark LLC and Golf II Country Club Estates at Moorpark LLC is hereby incorporated by reference to Exhibit 3.69 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.71 Restated Certificate of Incorporation for Toll Brothers, Inc. dated July 1, 1996, is hereby incorporated by reference to Exhibit 3.1 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.72 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated March 7, 1989, is hereby incorporated by reference to Exhibit 3.2 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.73 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated June 12, 1997, is hereby incorporated by reference to Exhibit 3.4 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.74 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated January 8, 1998, is hereby incorporated by reference to Exhibit 3.5 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.75 Amendment to the Restated Certificate of Incorporation for Toll Brothers, Inc. dated March 7, 2002, is hereby incorporated by reference to Exhibit 3.6 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended January 31, 2002. 3.76 Amended and Restated Bylaws for Toll Brothers, Inc., are hereby incorporated by reference to Exhibit 3 of Toll Brothers, Inc.'s Current Report on Form 8-K dated March 28, 2003. 3.77 Certificate of Limited Partnership for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership) is hereby incorporated by reference to Exhibit 3.76 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.78 Articles of Incorporation for Toll YL, Inc. is hereby incorporated by reference to Exhibit 3.77 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.79 Amended and Restated Certificate of Incorporation for First Brandywine Finance Corp. is hereby incorporated by reference to Exhibit 3.78 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.80 Agreement of Limited Partnership for First Brandywine Partners, L.P. is hereby incorporated by reference to Exhibit 3.79 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.81 Limited Liability Company Agreement for Toll DE X, L.L.C. is hereby incorporated by reference to Exhibit 3.80 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.82 Bylaws for Toll Philmont Corporation is hereby incorporated by reference to Exhibit 3.81 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.83 Articles of Incorporation for Frenchman's Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.82 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.84 Bylaws for Frenchman's Club Reserve Country Club, Inc. is hereby incorporated by reference to Exhibit 3.83 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.85 Amended and Restated Articles of Incorporation for Mizner Country Club, Inc. is hereby incorporated by reference to Exhibit 3.84 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.86 Bylaws for Mizner Country Club, Inc. is hereby incorporated by reference to Exhibit 3.85 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.87 Articles of Organization for Naples Lakes Country Club, L.L.C. is hereby incorporated by reference to Exhibit 3.86 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.88 Operating Agreement for Naples Lakes Country Club, L.L.C. is hereby incorporated by reference to Exhibit 3.87 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.89 Articles of Organization for Naples TBI Realty, LLC is hereby incorporated by reference to Exhibit 3.88 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.90 Articles of Incorporation for Toll FL GP Corp. is hereby incorporated by reference to Exhibit 3.89 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.91 Articles of Amendment for Feys Property LLC is hereby incorporated by reference to Exhibit 3.90 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.92 Bylaws for Toll Peppertree, Inc. is hereby incorporated by reference to Exhibit 3.91 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.93 Limited Partnership Certificate for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.92 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.94 Limited Partnership Agreement for Rose Hollow Crossing Associates is hereby incorporated by reference to Exhibit 3.93 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.95 Bylaws for Toll Brothers Real Estate, Inc. is hereby incorporated by reference to Exhibit 3.94 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.96 Partnership Agreement for Toll Naval Associates is hereby incorporated by reference to Exhibit 3.95 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.97 Bylaws for Toll PA GP Corp. is hereby incorporated by reference to Exhibit 3.96 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 3.98 Form of Articles of Organization for Guarantors organized in the State of Connecticut is hereby incorporated by reference to Exhibit 3.97 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.99 Form of Articles of Incorporation for Guarantors incorporated in the State of Minnesota is hereby incorporated by reference to Exhibit 3.98 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.100 Form of Certificate of Limited Partnership for Guarantors organized in the State of Minnesota is hereby incorporated by reference to Exhibit 3.99 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.101 Form of Certificate of Incorporation for Guarantors incorporated in the State of New Jersey is hereby incorporated by reference to Exhibit 3.100 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.102 Form of Articles of Organization for Guarantors organized in the State of New York is hereby incorporated by reference to Exhibit 3.101 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.103 Form of Public Records Filing For New Business Entity for Toll Grove L.P. and Toll Marshall LP is hereby incorporated by reference to Exhibit 3.102 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.104 Articles of Incorporation for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.103 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.105 Bylaws for Mountain View Country Club, Inc. is hereby incorporated by reference to Exhibit 3.104 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.106 Form of Limited Liability Company Agreement for First Brandywine LLC III and First Brandywine LLC IV is hereby incorporated by reference to Exhibit 3.105 of the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on October 9, 2003. 3.107* Certificate of Incorporation of First Brandywine Investment Corp. IV. 3.108* Bylaws for First Brandywine Investment Corp. IV. 3.109* Limited Liability Company Agreement for First Brandywine LLC III. 3.110* Articles of Incorporation for Toll FL GP Corp. 3.111* Articles of Organization for Toll MD I, L.L.C. 3.112* Public Records Filing For New Business Entity for Toll Cliffs LP (currently Toll Cliffs Urban Renewal Company LP). 3.113* Certificate of First Amendment to the Certificate of Limited Partnership for Toll Cliffs LP (currently Toll Cliffs Urban Renewal Company LP). 3.114* Amended and Restated Limited Partnership Agreement for Toll Hudson LP. 3.115* Certificate of Organization for Toll Plaza, LLC. 3.116* Limited Liability Company Operating Agreement for Toll Plaza, LLC. 3.117* Certificate of Incorporation for Toll NJ Builder Corp. 3.118* Articles of Incorporation for Toll MD Builder Corp. 3.119* Limited Liability Company Agreement for First Brandywine LLC IV. 3.120* Articles of Organization for Toll Glastonbury LLC. 3.121* Certificate of Amendment to the Articles of Incorporation for Silverman Development Company, Inc. (currently Toll Development Company, Inc.). 3.122* Limited Partnership Amendment to Certificate for Edmunds-Toll Limited Partnership (currently Toll Brothers AZ Limited Partnership). 4.1 Indenture dated as of November 22, 2002 between Toll Brothers Finance Corp., as issuer, Toll Brothers, Inc. as guarantor, and Bank One Trust Company, as Trustee, including form of guarantee, is hereby incorporated by reference to Exhibit 4.1 of the Toll Brothers, Inc.'s Form 8-K filed with the Securities and Exchange Commission on November 27, 2002. 4.2 Authorizing Resolutions, dated as of March 9, 2004 relating to $300,000,000 principal amount of 4.95% Senior Notes of Toll Brothers Finance Corp. due 2014, guaranteed on a senior basis by the Toll Brothers, Inc. and other subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 4.1 of Toll Brothers Inc.'s Form 8-K filed with the Securities and Exchange Commission on April 1, 2004. 4.3 Registration Rights Agreement dated as of March 9, 2004 by and among Toll Brothers Finance Corp. and Toll Brothers, Inc. and Citigroup Global Markets Inc. is hereby incorporated by Reference to Exhibit 4.2 of Toll Brothers, Inc.'s Form 8-K filed with the Securities and Exchange Commission on April 1, 2004. 4.4 First Supplemental Indenture dated as of May 1, 2003 by and among the parties listed on Exhibit A thereto and Bank One Trust Company, National Association, as Trustee, is hereby incorporated by reference to Exhibit 4.4 of Amendment No. 1 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission by Toll Brothers Finance Corp., Toll Brothers, Inc. and the Additional Registrants identified therein on June 16, 2003. 4.5 Second Supplemental Indenture dated as of November 3, 2003 by and among the parties listed on Schedule A thereto and Bank One Trust Company, National Association, as Trustee is hereby incorporated by reference to Exhibit 4.5 of the Registrant's Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on November 5, 2003, File Nos. 333-103931, 333-103931-01, 333-103931-02, 333-103931-03 and 333-103931-04. 4.6 Third Supplemental Indenture dated as of January 26, 2004 by and among the parties listed on Schedule A thereto and J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 10-Q for the quarter ended January 31, 2004 filed with the Securities and Exchange Commission on March 15, 2004. 4.7 Fourth Supplemental Indenture dated as of March 1, 2004 by and among the parties listed on Schedule A thereto and J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant's Form 10-Q for the quarter ended January 31, 2004 filed with the Securities and Exchange Commission on March 15, 2004. 5.1** Form of Opinion of Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania. 5.2** Form of Opinion of Kenneth J. Gary, Esquire, Senior Vice President and General Counsel of Toll Brothers, Inc. 10.1 Purchase Agreement dated March 9, 2004 by and among, Toll Brothers Finance Corp. and Toll Brothers, Inc. and Citigroup Global Markets Inc. is hereby incorporated by reference to Exhibit 10.1 of Toll Brothers, Inc.'s Form 8-K filed with the Securities and Exchange Commission on April 1, 2004. 10.2 Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc. and the lenders which are parties thereto dated May 18, 2001, is hereby incorporated by reference to Exhibit 10.3 of Toll Brothers, Inc.'s Form 10-Q for the quarter ended April 30, 2001. 12* Statement Regarding Computation of Ratio of Earnings to Fixed Charges. 21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 21 of Toll Brothers, Inc.'s Form 10-K for the year ended October 31, 2003. 23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part of Exhibit 5.1). 23.2 Consent of Kenneth J. Gary, Esquire (included as part of Exhibit 5.2). 23.3* Consent of Independent Auditors. 24* Power of Attorney (included in signature pages hereto). 25* Statement of Eligibility and Qualification on Form T-1 of J.P. Morgan Trust Company, National Association, as successor to Bank One Trust Company, N.A., as trustee of the 4.95% Senior Notes Due 2014 of Toll Brothers Finance Corp. 99.1* Form of Letter of Transmittal. 99.2* Form of Notice of Guaranteed Delivery. 99.3* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 99.4* Form of Letter to DTC Participants. 99.5* Form of Letter to Beneficial Holders. 99.6* Form of Exchange Agent Agreement. * Filed herewith **This exhibit, as signed, will be filed by pre-effective amendment. ++Where a jurisdiction is specified for a form of organizational or governing document, such form is the document that is used, in substantially similar form, by each of the Guarantors of corresponding entity type that is organized in that jurisdiction, except with respect to any Guarantor for which that Guarantor's actual organizational/governing documents, or forms of such documents specifically identified as applicable to such Guarantor, are filed herewith. EX-3 3 ex3-32.txt EXHIBIT 3.32 Exhibit 3.32 New York State Department of State Division of Corporations, State Records and Uniform Commercial Code 41 State Street Albany, NY 12231 www.dos.state.ny.us (This form must be printed or typed in black ink) ARTICLES OF ORGANIZATION OF ------------------------------------------------------- (Insert name of Limited Liability Company) Under Section 203 of the Limited Liability Company Law FIRST: The name of the limited liability company is: SECOND: The county within this state in which the office of the limited liability company is to be located is: THIRD: The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ---------------------------------- -------------------------------------- (signature of organizer) (print or type name of organizer) EX-3 4 ex3-107.txt EXHIBIT 3.107 Exhibit 3.107 CERTIFICATE OF INCORPORATION OF FIRST BRANDYWINE INVESTMENT CORP. IV FIRST: The name of the corporation is First Brandywine Investment Corp. IV (the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is located at 1105 North Market Street, Wilmington, County of New Castle, Delaware, 19801. The registered agent of the Corporation at such address is Delaware Corporate Management, Inc. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation's activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law. FOURTH: The Corporation shall have authority to issue Three Thousand (3,000) shares of common stock, having a par value of One Dollar ($1.00) per share. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation. SIXTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts or omissions arising under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal benefit. SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws. EIGHT: Meetings of the stockholders shall be held within the State of Delaware. The books of the Corporation shall be kept in the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation. NINTH: The Corporation shall have no power (i) to perform or omit to do any act that would prevent or inhibit the Corporation from qualifying, or cause the Corporation to lose its status, as a corporation exempt from the Delaware Corporation Income Tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any physical activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware. TENTH: The name and mailing address of the incorporator is Delaware Incorporators & Registration Service, Inc., 1007 Orange Street, Suite 1400, Wilmington, Delaware 19801. -2- ELEVENTH: The powers of the incorporator shall terminate upon the election of directors. THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, has executed this Certificate of Incorporation as of the 3rd day of February, 2003. DELAWARE INCORPORATORS & REGISTRATION SERVICE, INC. By: Leanne C. McGrory --------------------------- Leanne C. McGrory Vice President -3- EX-3 5 ex3-108.txt EXHIBIT 3.108 Exhibit 3.108 BYLAWS OF FIRST BRANDYWINE INVESTMENT CORP. IV Adopted as of February 2, 2003 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. -------------------------- An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place within Delaware, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to, initially, the date of incorporation, and thereafter, the most recent annual meeting of stockholders. Section 2. Special Meetings. ---------------------------- Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation and shall be held at such place within Delaware, on such date, and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting in accordance with Section 4 of Article II of these bylaws. Section 3. Notice of Meetings. ------------------------------ Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation). When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Section 4. Quorum. ------------------ At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place within Delaware, date, or time. If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting. -2- Section 5. Organization. ------------------------ The Chairperson of the Board or, in the absence of such Chairperson, the President of the Corporation or, in the President's absence, such person as may be chosen by the Board, or if not so chosen, as selected by holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairperson of the meeting appoints. Section 6. Conduct of Business. ------------------------------- The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. Section 7. Proxies and Voting. ------------------------------ At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder's name on the record date for the meeting, except as otherwise provided herein or required by law. -3- All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder's proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting. No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast. Section 8. Stock List. ---------------------- A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder's name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. -4- Section 9. Consent of Stockholders in Lieu of Meeting. ------------------------------------------------------ Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. ARTICLE II - BOARD OF DIRECTORS Section 1. Number and Term of Office. ------------------------------------- The number of directors who shall constitute the whole Board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be three (3). Each director shall be elected for a term of one year and until such director's successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by the decrease. -5- Section 2. Vacancies. --------------------- If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director's successor is elected and qualified. Section 3. Regular Meetings. ---------------------------- Regular meetings of the Board of Directors shall be held at such place or places within Delaware, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Section 4. Special Meetings. ---------------------------- Special meetings of the Board of Directors may be called only by the Chairperson, the President, or their respective delegates, a majority of the directors or a majority of the stockholders and shall be held at such place within Delaware, on such date, and at such time as the authorized person(s) calling such meeting shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing, telecopying or sending by overnight courier the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Section 5. Quorum. ------------------ At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place within Delaware, date, or time, without further notice or waiver thereof. -6- Section 6. Participation in Meetings by Conference Telephone. ------------------------------------------------------------- Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting; provided that a majority of the quorum is physically present in Delaware. Section 7. Chairperson of the Board. ------------------------------------ The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairperson of the Board (the "Chairperson") who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairperson's successor is elected and qualified or until such Chairperson's earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board, or in the President's absence, such person as designated by the Board of Directors in accordance with these bylaws. Section 8. Conduct of Business. ------------------------------- At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. -7- Section 9. Compensation of Directors. ------------------------------------- Directors may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors. Section 10. Removal of Directors. --------------------------------- Any director of the Corporation may be removed at any time, with or without cause, by a majority vote of the stockholders. ARTICLE III - COMMITTEES Section 1. Committees of the Board of Directors. ------------------------------------------------ The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member's place, the member or members -8- of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof. Section 2. Officers' Committees. -------------------------------- Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairpersonships, vice chairpersonships and secretaryships and such duties and powers as the Chairperson may, from time to time, designate and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof. Section 3. Conduct of Business. ------------------------------- Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one- third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. -9- ARTICLE IV - OFFICERS Section 1. Generally. --------------------- The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other officers, including, for example, Vice Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine. Section 2. President. --------------------- The President shall be the chief executive officer of the Corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation. Section 3. Vice President. -------------------------- There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President -10- may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President's absence or disability. In the absence of the Chairperson and the President, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors. Section 4. Treasurer/Assistant Treasurer. ----------------------------------------- The Treasurer shall have the responsibility for maintaining the financial records of the Corporation and shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors. Section 5. Secretary/Assistant Secretary. ----------------------------------------- The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Secretary, if deemed necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors. -11- Section 6. Delegation of Authority. ----------------------------------- The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. Section 7. Removal. ------------------- Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Section 8. Action with Respect to Securities of Other Corporations. ------------------------------------------------------------------- Unless otherwise directed by the Board of Directors, the President or any Vice President, or their respective delegates, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation. ARTICLE V - STOCK Section 1. Certificates of Stock. --------------------------------- Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder. Section 2. Transfers of Stock. ------------------------------ Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of this Article V, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. -12- Section 3. Record Date. ----------------------- In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. -13- Section 4. Lost, Stolen or Destroyed Certificates. -------------------------------------------------- In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 5. Regulations. ----------------------- The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish. ARTICLE VI - PURPOSES AND POWERS Section 1. Purposes and Powers. ------------------------------- The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation's activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law; provided further that the Corporation shall be empowered to conduct such other activities as permitted by said Section 1902(b)(8) or the corresponding provision of any subsequent law in such manner to qualify for exemption from income taxation under said Section 1902(b)(8) or -14- the corresponding provision of any subsequent law. For purposes of this Section "intangible investments" shall include, without limitation, investments in stocks, bonds, notes and other debt obligations (including debt obligations of affiliated corporations), patents, patent applications, trademarks, trade names and similar types of intangible assets. ARTICLE VII - INDEMNIFICATION AND INSURANCE Section 1. Scope. ----------------- Except as prohibited by law, every person shall be entitled as of right to be indemnified by the Corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, by reason of such person being or having been a director or officer of the Corporation or by reason of the fact that such officer or director of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as "action"). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the Corporation prior to final disposition of such action, subject to subsequent determination of the right to be so indemnified. Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to another such entity at the request of the Corporation to the extent the Board of Directors at any time determines that such person is entitled to the benefits of this Article. As used herein, "expense" shall include fees and expenses of counsel selected by such person; and "liability" shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement. -15- Section 2. Means of Indemnification. ------------------------------------ The Corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the Corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The Corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. Section 3. Agreement for Indemnification. ----------------------------------------- The Corporation shall have the express authority to enter into such agreements as the Board of Directors deems appropriate for the indemnification, including advancement of expenses, of present or future directors and officers of the Corporation and other persons in connection with their service to, or status with, the Corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the Corporation. Section 4. Nature of Right of Indemnification. ---------------------------------------------- The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were -16- entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal. Section 5. Non-Payment by Corporation. -------------------------------------- In the event any indemnification or advance of expenses to which a person is entitled under this Article is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. The Corporation shall promptly reimburse the claimant for all costs and expenses, including attorneys' fees, incurred in bringing and pursuing such action, subject to the Corporation's right to recover the amount of such reimbursement in the event and to the extent that it is ultimately determined by the final judgment of a court of competent jurisdiction that the claimant is not entitled to indemnification under this Article. ARTICLE VIII - NOTICES Section 1. Notices. ------------------- Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight -17- courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice. Section 2. Waivers. ------------------- A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver. ARTICLE IX - MISCELLANEOUS Section 1. Corporate Seal. -------------------------- The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. Duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer. Section 2. Reliance upon Books, Reports and Records. ---------------------------------------------------- Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation, including reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care. -18- Section 3. Fiscal Year. ----------------------- The fiscal year of the Corporation shall be as fixed by the Board of Directors. Section 4. Time Periods. ------------------------ In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. ARTICLE X - AMENDMENTS Section 1. Amendments. ---------------------- These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire Board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate. -19- EX-3 6 ex3-109.txt EXHIBIT 3.109 Exhibit 3.109 LIMITED LIABILITY COMPANY AGREEMENT OF FIRST BRANDYWINE LLC III This Limited Liability Company Agreement (this "Agreement") of First Brandywine LLC III is entered into by the undersigned, as Member (the "Member"), and is effective as of September 19, 2003. The Authorized Person, Delaware Incorporators & Registration Service, Inc., formed a limited liability company by filing the certificate of formation of First Brandywine LLC III (the "Certificate of Formation") on February 3, 2003, pursuant to, and in accordance with, the Delaware Limited Liability Company Act (6 Del. C. ss. 18- 101, et seq . ), as amended from time to time (the "Act"). The Member now wishes to memorialize the Agreement with respect to the affairs and conduct of business of First Brandywine LLC III as follows: 1. Name. The name of the limited liability company governed hereby is First Brandywine LLC III (the "Company"). 2. Certificates. Delaware Incorporators & Registration Service, Inc., the Authorized Person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of the State of Delaware (a copy of which is attached hereto as Exhibit A), as contemplated by ss. 18-201 of the Act. The Authorized Person shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing including, but not limited to, the maintenance, management, investment and/or disposition, including sale or exchange, of property held by the Company. 4. Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (i) conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company; (iii) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; -2- (iv) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (v) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (vii) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (viii) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; -3- (ix) lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person in accordance with the Act and obtain any and all types of insurance; (xiv) negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (xv) cease its activities and cancel its Certificate of Formation; and (xvi) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. -4- (b) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in ss. 18-209(a) of the Act) upon the approval of the Manager or Managers (as those terms are defined in Section 8 below). 5. Notice Address. The address of the Company for notice purposes will be 1105 N. Market Street, Suite 1414, Wilmington, DE 19801, Attention: Mr. John Oscar, Jr., or at such other location as may hereafter be determined by the Member. 6. Registered Office. The address of the registered office of the Company in the State of Delaware is 1105 N. Market Street, Suite 1414, Wilmington, Delaware 19801. 7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Wilmington Trust SP Services, Inc., 1105 N. Market Street, Suite 1300, Wilmington, Delaware 19801. 8. Members; Managers. (a) The name of the sole Member is First Brandywine Investment Corp. IV. The mailing address of the Member is 1105 N. Market Street, Suite 1414, Wilmington, Delaware 19801. Any action to be taken by the Member under this Agreement shall be evidenced by its signed, written consent. The following persons shall serve as the initial managers (the "Managers"), of the Company and, as provided by Section 20 below, the management of the Company shall be vested solely in the Managers: Joel H. Rassman John A. Oscar, Jr. Ann Difiore (b) The Member shall have the power to remove any Manager at any time and name a successor thereto. 9. Limited Liability. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Authorized Person, the Managers and the Member (each a "Covered Person" and, collectively, the "Covered Persons") shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an authorized person, a manager or a member of the Company. -5- (b) Except as otherwise expressly required by law, the Member, in its capacity as the Member of the Company, shall have no liability in excess of (i) the amount of its capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments expressly provided for it this Agreement, and (iv) the amount of any distributions wrongfully distributed to it. 10. Exculpation. (a) No Covered Person shall be liable to the Company, the Member or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith in connection with the formation of the Company on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such other person's or entity's professional or expert competence, including information opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to Members might be properly paid. 11. Indemnification. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no -6- Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 11 shall be provided out of and to the extent of Company assets only, and the Members shall have no personal liability on account thereof. 12. Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 11 hereof. 13. Insurance. The Company may purchase and maintain insurance to the extent and in such amounts as the Managers shall, in their sole discretion, deem reasonable, on behalf of Covered Persons and such other persons as the Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. The Managers and the Company may enter into indemnity contracts with Covered Persons and such other persons as the Managers shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 12 hereof and containing such other procedures regarding indemnification as are appropriate. -7- 14. Assignments. The Member may sell, assign, transfer, convey or otherwise dispose of all or any part of its limited liability company interest. 15. Resignation. The Member shall have the right to resign and the effect of which resignation shall be to cause the dissolution of the Company as set forth in Section 23 hereof. 16. Admission of Additional Member. One (1) or more additional Members of the Company may be admitted to the Company with the written consent of the Member. 17. Capital Contributions. (a) The undersigned, as Member, may make capital contributions to the Company of cash or other property on an as needed basis. (b) The Member shall be required to make additional capital contributions for the payment of the Company's expenses at the request of the Managers. (c) It is agreed by the Member that its percentage ownership interest in the Company shall be 100%. (d) The Member's interest in the Company shall for all purposes be personal property. 18. Allocation of Profits and Losses. Except as otherwise provided by Section 19(b), all profits and losses of the Company shall be allocated to the Member. 19. Distributions. (a) Distributions of any cash, shares or other property shall be made to the Member at the times and in the aggregate amounts determined by the Member, except as provided in Section 19(b). (b) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. -8- 20. Management. (a) In accordance with Section 18-402 of the Act, management of the Company shall be solely vested in the Managers, as named in this Agreement, or otherwise provided for by designation pursuant to Section 8 hereof. (b) A quorum of Managers shall be required to hold meetings of the Managers and to conduct business of the Company. One Third (1/3) of the total number of the Managers shall constitute a quorum for all purposes. The Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. (c) The Managers may, in their sole discretion, appoint officers to run the day-to-day operations of the Company, subject to the supervision of the Managers. The officers of the Company, if deemed necessary by the Managers, shall include a President, Vice Presidents, an Assistant Vice President, a Treasurer, a Secretary and such other officers as the Manager may from time to time consider appropriate. Such officers, upon appointment, shall be immediately authorized to exercise such duties as customarily pertain to such offices as determined by the Managers. Any officer may be removed at any time at the sole discretion of the Managers and any vacancy occurring in any office of the Company shall be filled by the Managers. The following persons shall serve as the initial officers of the Company (the "Officers"): Name Office ---- ------ John A. Oscar, Jr. President / Treasurer Joel H. Rassman Vice President Gordon W. Stewart Secretary Mark J. Warshauer Assistant Secretary Elizabeth F. Bothner Assistant Secretary Leanne C. McGrory Assistant Secretary -9- (d) The Officers are authorized to undertake such acts at, or in advance of, the Organizational Meeting of the Managers as are necessary to initiate and undertake the conduct of business of the Company, provided, however, that the Managers shall ratify, confirm and approve at the Organizational Meeting of the Managers of the Company all such acts undertaken by, and through, the Officers. 21. Other Business. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall have no rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 22. Taxation. The Company, as a domestic eligible entity with a single owner, shall make an election to be ignored as a separate taxable entity from the Member for U.S. federal income tax purposes. Such election shall be made pursuant to Treas. Reg. ss.301.7701-3 on Internal Revenue Service Form 8832, properly executed and filed with the IRS. 23. Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the resignation of the Member, (ii) the written consent of the Member to dissolve the Company, (iii) upon the occurrence of any event that results in the Member ceasing to be the Member of the Company under the Act (including, without limitation, the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company) or (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act. -10- (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18- 804 of the Act. 24. Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and the Certificate of Formation shall have been canceled in the manner required by the Act. 25. Claims of the Member. The Member shall look solely to the Company's assets for the return of its capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Member shall have no recourse against the Company. 26. Separabili!y of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. 28. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties. 29. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 30. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. -11- * * * THE UNDERSIGNED, intending to be legally bound hereby, have duly executed this Agreement as of the date provided above. MEMBER: MANAGERS: - ------- --------- First Brandywine Investment Corp. IV By: John A. Oscar, Jr. Joel H. Rassman ------------------- ------------------ John A. Oscar, Jr. Joel H. Rassman President John A. Oscar, Jr. ------------------ John A. Oscar, Jr. Ann DiFiore ------------------ Ann DiFiore -12- EXHIBIT A TO LIMITED LIABILITY COMPANY AGREEMENT OF FIRST BRANDYWINE LLC III Certificate of Formation [See attached] Delaware PAGE 1 -------- The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "FIRST BRANDYWINE LLC III", FILED IN THIS OFFICE ON THE THIRD DAY OF FEBRUARY, A.D. 2003, AT 9 O'CLOCK A.M. Harriet Smith Windsor ----------------------------------------- Harriet Smith Windsor, Secretary of State 3621603 8100 AUTHENTICATION: 2240806 030069076 DATE: 02-04-03 State of Delaware Secretary of State Division of Corporations Filed 09:00 A.M. 02/03/2003 03006 9076-3621603 CERTIFICATE OF FORMATION OF FIRST BRANDYWINE LLC III This certificate of formation ("Certificate of Formation") of First Brandywine LLC III (hereinafter referred to as the "Company"), to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C.ss.18-101, et seq.), is duly executed and filed by Delaware Incorporators & Registration Service, Inc., an authorized person ("Authorized Person"), which Authorized Person hereby certifies that: FIRST: The name of the limited liability company formed hereby is First Brandywine LLC III. SECOND: The registered office of the Company in the State of Delaware is located at 1105 North Market Street, Wilmington, County of New Castle, Delaware 19801. THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Delaware Corporate Management, Inc., 1105 North Market Street, Wilmington, County of New Castle, Delaware 19801. The undersigned Authorized Person has executed this Certificate of Formation as of the 3rd day of February, 2003. Authorized Person: Delaware Incorporators & Registration Service, Inc. By: Leanne C. McGrory ---------------------- Leanne C. McGrory Vice President EX-3 7 ex3-110.txt EXHIBIT 3.110 Exhibit 3.110 STATE OF FLORIDA ARTICLES OF INCORPORATION OF TOLL FL GP CORP. ---------------- FIRST: THE CORPORATE NAME THAT SATISFIES THE REQUIREMENTS OF SECTION 607.0401 IS: Toll FL GP Corp. SECOND: THE STREET ADDRESS OF THE INITIAL PRINCIPAL OFFICE AND, IF DIFFERENT, THE MAILING ADDRESS OF THE CORPORATION IS: 3103 Philmont Avenue, Huntingdon Valley, PA 19006 THIRD: THE NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE IS: 1,000 common shares, $1.00 par value *FOURTH: (a) IF THE SHARES ARE TO BE DIVIDED INTO CLASSES, THE DESIGNATION OF EACH CLASS IS: N/A _______________________ ___________________________ _______________________ ___________________________ _______________________ ___________________________ (b) STATEMENT OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS IN RESPECT OF THE SHARES OF EACH CLASS: N/A CLASS PREFERENCES LIMITATIONS RELATIVE RIGHTS ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ *FIFTH: (a) IF THE CORPORATION IS TO ISSUE THE SHARES OF ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DESIGNATION OF EACH SERIES IS: N/A (*Optional) _______________________ ___________________________ _______________________ ___________________________ _______________________ ___________________________ TENTH: THE NAME AND ADDRESS OF EACH INCORPORATOR IS: Elizabeth Beavers 3103 Philmont Avenue Huntingdon Valley, PA 19006 THE UNDERSIGNED HAS (HAVE) EXECUTED THESE ARTICLES OF INCORPORATION THIS 9th DAY OF November, 1994. ----- -------- -- Elizabeth Beaveres SIGNATURE/TITLE Elizabeth Beavers, Incorporator ------------------------------- SIGNATURE/TITLE ------------------------------- SIGNATURE/TITLE ACCEPTANCE BY THE REGISTERED AGENT AS REQUIRED IN SECTION 607.0501 (3) F.S.: C T CORPORATION SYSTEM IS FAMILIAR WITH AND ACCEPTS THE OBLIGATIONS PROVIDED FOR IN SECTION 607.0505. C T CORPORATION SYSTEM BY: --------------------------- DATED: November 8 , 1994. ---------- -- BY: Domenic A. Boriello --------------------------- (TYPE NAME OF OFFICER) Domenic A. Borriello Assistant Secretary --------------------------- (TITLE OF OFFICER) -2- (FLA - 1959) EX-3 8 ex3-111.txt EXHIBIT 3.111 Exhibit 3.111 ARTICLES OF ORGANIZATION OF TOLL MD I, L.L.C. The undersigned, being authorized to execute and file these Articles of Organization, hereby certifies that: FIRST: The name of the limited liability company shall be "Toll MD I, L.L.C." SECOND: The purposes for which the Company are formed are (a) to access and install public and/or private water and sewer systems, including, without limitation, water pipes, sewer pipes, transmission lines, house connections. and all related facilities and improvements, (b) to assess, bill and collect charges associated with the foregoing from residential lot owners, (c) to do any and all things necessary, convenient, or incidental to the foregoing purposes, and (d) to have and exercise all powers now or hereafter conferred by the laws of the State of Maryland on limited liability companies formed pursuant to the Maryland Limited Liability Company Act (the "Act"). THIRD: The address of the principal office of the Company is 7164 Columbia Gateway Drive, Suite 230, Columbia, Maryland 21046. The name of the resident agent for the Company is The Corporation Trust Incorporated, whose office address is 300 East Lombard Street, Baltimore, Maryland 21202. FOURTH: The relations of the members and the affairs of the Company shall. be governed by the Act as well as a written operating agreement, if any, which may be amended from time to time as set forth therein. FIFTH: Pursuant to ss.4A-401 (a) (3) of the Act, no member of the Company shall be an agent of the Company solely by virtue of being a member, and no member shall have authority to act for the Company solely by virtue of being a member. I have signed these Articles of Organization and acknowledged them to be my act this 14th day of January, 2004. Denise R. Kling ---------------------------- Denise R. Kling Authorized Person EX-3 9 ex3-112.txt EXHIBIT 3.112 Exhibit 3.112 Mail to: P.O. Box 308 Overnight to: 225 West State St. Trenton, NJ 08625 3rd Floor Trenton, NJ 08608-1001 STATE OF NEW JERSEY DIVISION OF REVENUE PUBLIC RECORDS FILING FOR NEW BUSINESS ENTITY (Fee Required) - -------------------------------------------------------------------------------- Fill out all information below INCLUDING INFORMATION FOR ITEM 11, and sign in the space provided. Please note that once filed, this form constitutes your original certificate of incorporation/formation/registration/authority, and the information contained in the filed form is considered public. Refer to the instructions for delivery/return options, filing fees and field-by-field requirements. Remember to remit the appropriate fee amount. Use attachments if more space is required for any field, or if you wish to add articles for the public record. - -------------------------------------------------------------------------------- 1. Business Name: Toll Cliffs LP - ------------------------------------------------------------------------------------------------------------------------------------ 2. Type of Business entity: L P 3. Business Purpose: acquisition, ownership & (See Instructions for codes, page 21, Item 2) investment in real property (See Instructions, Page 22, Item 3) - ------------------------------------------------------------------------------------------------------------------------------------ 4. Stock (Domestic Corporations only; LLCs and Non-Profit leave blank): 5. Duration (If Indefinite or Perpetual, leave blank): October 31, 2023 - ------------------------------------------------------------------------------------------------------------------------------------ 6. State of Formation/Incorporation (Foreign Entities Only): 7. Date of Formation/Incorporation (Foreign Entities Only): - ------------------------------------------------------------------------------------------------------------------------------------ 8. Contact Information: Registered agent Name: The Corporation Trust Company --------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Registered Office: Business Address: ------------------ ----------------- (Must be a New Jersey street address) Street 820 Bear Tavern Road Street 3103 Philmont Avenue -------------------------------------------------- ---------------------------------------------------- City West Trenton Zip 08628 City Huntingdon Valley State PA Zip 19006 -------------------------- ------------------- --------------------- --- ------------ - ------------------------------------------------------------------------------------------------------------------------------------ 9. Management (Domestic Corporations and Limited Partnerships Only) o For-Profit and Professional corporations list initial Board of Directors, minimum of 1; o Domestic Non-Profits list Board of Trustees, minimum of 3; o Limited Partnerships list all General Partners. Name Street Address City State Zip Toll Land Corp. No. 10 3103 Philmont Avenue Huntingdon Valley PA 19006 -------------------------------- ------------------------------ -------------------------- ---------- --------- -------------------------------- ------------------------------ -------------------------- ---------- --------- -------------------------------- ------------------------------ -------------------------- ---------- --------- +----------------------------------------------------------------------------------------------------------------------------------+ | The signatures below certify that the business entity has complied with all applicable filing requirements pursuant | | to the laws of the State of New Jersey. | +----------------------------------------------------------------------------------------------------------------------------------+ 10. Incorporators (Domestic Corporations Only, minimum of 1) Name Street Address City State Zip -------------------------------- ------------------------------ -------------------------- ---------- --------- -------------------------------- ------------------------------ -------------------------- ---------- --------- Signature(s) for the Public Record (See instructions for Information on Signature Requirements) Signature Name Title Date Kenneth J. Gary Kenneth J. Gary Sr. VP of Toll Land No. 10 8/4/03 -------------------------------------- ----------------------------- ----------------------------- ----------- -------------------------------------- ----------------------------- ----------------------------- -----------
Public Records filing for New Business Entity (continued) - ------------------------------------------------------------------------------------------------------------------------------------ 11. Additional Entity - Specific Information A. Domestic Non-Profit Corporations (Title 15A) - For IRS exemption considerations, see instructions. o The corporation shall have members:................................................|_|Yes |_| No If yes, qualifications shall be: |_| As set forth in the by-laws or, |_| As set forth herein: o The rights and limitations of the different classes of members shall be: |_| As set forth in the by-laws or, |_| As set forth herein: o The method of electing the trustees shall be: |_| As set forth in the by-laws or, |_| As set forth herein: o The method of distribution of assets shall be: |_| As set forth in the by-laws or, |_| As set forth herein: B. Foreign Corporations - Profit, Non-Profit and Foreign Legal Professional (Titles 14A and 15A) Attach a certificate of good standing/existence from the state of incorporation not greater than 30 days old to this form. C. Limited Partnerships (Title 42:2A) o Set forth the aggregate amount of cash and a description and statement of the agreed value of other property or services contributed (or to be contributed in the future) by all partners: $10,000.00 o Do the limited partners have the power to grant the right to become a limited partner to an assignee of any part of their partnership?..........................................|X|Yes |_| No If yes, list the terms/conditions of that power: A limited partner's interest may be assigned in whole or in part at any time, and an assignee of a limited partner may become a limited partner without the prior written consent of the general partner. o Do the limited partners have the right to receive distributions from a partner which includes a return of all or any part of the partner's contributions?.........................|X|Yes |_| No If yes, list the applicable terms: Operating cash flow & liquidating distributions are to be made in accordance with relative capital contributions. Distributions may include the return of contributions in the general partner's discretion. o Do the general partners have the right to make distributions to a partner which includes a return of all or any part of the partner's contributions?.........................|X|Yes |_| No If yes, list the applicable terms: Operating cash flow and liquidating distributions are to be made in accordance with relative capital contributions. Distributions may include the return of contributions in the general partner's discretion. o What are the rights of the remaining general partners to continue the business in the event that a general partner withdraws? List below. Remaining general partners, if any, may continue the business upon withdrawal of the general partner. D. Foreign Limited Partnerships (Title 42:2A) o Set forth the aggregate amount of cash and a description and statement of the agreed value of other property or services contributed (or to be contributed in the future) by all partners: -2-
EX-3 10 ex3-113.txt EXHIBIT 3.113 Exhibit 3.113 Certificate of First Amendment to the Certificate of Limited Partnership of TOLL CLIFFS LP 1. The name of the Limited Partnership is: Toll Cliffs LP 2. The new name of the Limited Partnership is: Toll Cliffs Urban Renewal Company LP. 3. The Identification Number of the Limited Partnership is: 0600176672. 4. Paragraph third of the Certificate of Limited Partnership dated August 4, 2003 and filed with the Treasurer of the State of New Jersey on August 5, 2003 is hereby deleted and replaced in its entirety with the following new paragraph: (i) The purpose for which the Limited Partnership is formed shall be to operate under P.L.1991, c.431 (C.40A:20-1 et seq.), as amended, and to initiate and conduct projects for the redevelopment of a redevelopment area pursuant to a redevelopment plan, or projects necessary, useful, or convenient for the relocation of residents displaced or to be displaced by the redevelopment of all or part of one or more redevelopment areas, or low and moderate income housing projects, and, when authorized by financial agreement with the City of Jersey City (the "City"), to acquire, plan, develop, construct, alter, maintain or operate housing, senior citizen housing, business, industrial, commercial, administrative, community, health, recreational, educational or welfare projects, of any combination of two or more of these types of improvement in a single project, under such conditions as to use, ownership, management and control as regulated pursuant to P.L.1991, c.431 (C.40A:20-1 et seq.), as amended. (ii) So long as the Limited Partnership is obligated under financial agreement with the City made pursuant to P.L.1991, c.431 (C.40A:20-1 et seq.), as amended, it shall engage in no business other than the ownership, operation and management of the project. (iii) The Limited Partnership has been organized to serve a public purpose, its operations shall be directed toward: (1) the redevelopment of redevelopment areas, the facilitation of the relocation of residents displaced or to be displaced by redevelopment, or the conduct of low and moderate income housing projects; (2) the acquisition, management and operation of a project, redevelopment relocation housing project, or low and moderate income housing project under P.L.1991, c.431 (C.40A:20-1 et seq.), as amended; and (3) the Limited Partnership shall be subject to regulation by the City, and to a limitation on profits or dividends for so long as the Limited Partnership remains the owner of a project subject to P.L.1991, c.431 (C.40A:20-1 et seq.), as amended. (iv) The Limited Partnership shall not voluntarily transfer more than 10% of the ownership of the project or any portion thereof undertakers by the Limited Partnership under P.L.1991, c.431 (C.40A:20-1 et seq.), as amended, until it has first removed both itself and the project from all restrictions of P.L.1991, c.431 (C.40A:20-1 et seq.), as amended, in the manner required by P.L.1991, c.431 (C.40A:20-1 et seq.), as amended, and, if the project includes housing units, has obtained the consent of the Commissioner of Community Affairs to such transfer; with the exception of transfers to another urban renewal entity, as approved by the City, which other urban renewal entity shall assume all contractual obligations of the transferor Limited Partnership under the financial agreement with the City. The Limited Partnership shall file annually with the municipal governing body of the City a disclosure of the persons having an ownership interest in the project, and of the extent of the ownership interest of each. Nothing herein shall prohibit any transfer of the ownership interest in the Limited Partnership itself, provided that the transfer, if greater than ten percent (10%), is disclosed to the municipal governing body of the City in the annual disclosure statement or in correspondence sent to the City in advance of the annual disclosure statement referred to above. (v) The Limited Partnership is subject to the provisions of section 8 of P.L.1991, c.431 (C.40A:20-18), as amended, respecting the powers of the City to alleviate financial difficulties of the Limited Partnership or to perform actions on behalf of the Limited Partnership upon a determination of financial emergency. (vi) Any housing units constructed or acquired by the Limited Partnership shall be managed subject to the supervision of, and rules adopted by, the Commissioner of Community Affairs. 5. This Certificate shall be effective upon its filing with the Treasure of the State. 6. In all other respects the Certificate of Limited Partnership dated August 4, 2003 and filed with the Treasurer of the State of New Jersey on August 5, 2003 shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned being over the age of eighteen (18) years, hereby represents that he is authorized to sign this certificate on behalf of the Limited Partnership and that this filing complies with N.J.S.A. 42:2A-1 et seq., the "New Jersey Uniform Limited Partnership Law." Date: February 19, 2004 Toll Cliffs Urban Renewal Company, LP By: Toll Land Corp. No. 10, its General Partners Mark J. Warshauer ------------------------------------------------ By: Mark J. Warshauer Vice President -2- EX-3 11 ex3-114.txt EXHIBIT 3.114 Exhibit 3.114 TOLL HUDSON LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT This Amended and Restated Limited Partnership Agreement (the "Agreement") is made as of this 13th day of January, 2004 by and among the undersigned parties (the "Partners") in accordance with the New Jersey Uniform Limited Partnership Law, New Jersey Statutes Annotated, Title 42, Chapter 2A (the "Act"). The Partners, in consideration of the mutual promises contained herein and intending to be legally bound, agree as follows: SPECIFIC TERMS 1. The name of the Limited Partnership (the "Partnership") and the address of the Partnership's principal office are Toll Hudson LP, 3103 Philmont Avenue, Huntingdon Valley, PA 19006. 2. The name and address of the General Partner are Toll Land Corp. No. 10, a Delaware corporation, 3103 Philmont Avenue, Huntingdon Valley, PA 19006. 3. The name and address of the Limited Partner are Toll Bros., Inc., a Pennsylvania corporation, or its designee, 3103 Philmont Avenue, Huntingdon Valley, PA 19006. 4. The percentage interests and capital contributions of the Partners are as follows: General Partner Percentage Interest Capital Contribution --------------- ------------------- -------------------- Toll Land Corp. No. 10 5% $ 500.00 Limited Partner --------------- Toll Bros., Inc., 95% $9,500.00 or its designee 5. The date of formation of the partnership is November 26, 2003. 6. The sole purpose of the Partnership is to act as a member of PT Maxwell, L.L.C., a New Jersey limited liability company (the "LLC") which will acquire, own, hold, maintain and operate certain real property known as 1101-1125 Hudson Street, City of Hoboken, Hudson County, New Jersey (the "Property"). Notwithstanding anything contained herein to the contrary, the Partnership shall not engage in any business, and it shall have no purpose, unrelated to the LLC and the Property and shall not acquire any real property or own assets other than those related to the Property and/or otherwise in furtherance of the purposes of the LLC. GENERAL TERMS In addition to the above-specified Specific Terms, the Partners agree as follows: 1. The terms and conditions specified in the Certificate of Limited Partnership for the Partnership attached hereto are incorporated herein by reference and shall be part of the Agreement. 2. To the extent not specified or incorporated herein, the Partnership shall be governed by the Act. 3. A Limited Partner's interest may be assigned in whole or in part at any time, and an assignee of a Limited Partner may become a Limited Partner, without the prior written consent of the General Partner. 4. All profits and losses of the Partnership shall be shared and borne by, and all distributions by the Partnership shall be made to, the Partners in accordance with their Percentage Interests, as set forth above. 5. The General Partner shall have the authority to act on all matters for and on behalf of the Partnership without the prior written consent of the Limited Partner. 6. The General Partner, and any additional or substitute general partner of the Partnership, may not be an individual. Additionally, any additional or substitute general partner of the Partnership shall have organizational documents which conform in all material respects to the organizational documents of the General Partner. 7. Anything in this Agreement to the contrary notwithstanding, the General Partner shall have no authority to perform any act in respect of the Partnership in violation of any (a) applicable laws or regulations or (b) any agreement between the LLC and Wachovia Bank, National Association or its successors or assigns (collectively, the "Lender"). 8. Anything in this Agreement to the contrary notwithstanding, so long as any indebtedness remains outstanding by the LLC to the Lender, the Partnership shall not: a) make any loans to the General Partner or its Affiliates; b) dissolve, wind-up, or liquidate the Partnership; c) merge, consolidate or acquire substantially all the assets of another person or entity; d) change the nature of the business conducted by the Partnership; or e) except as permitted by the Lender in writing, amend or modify this Agreement. For purposes of this Agreement, Affiliate means any person or entity which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with a Partner. For purposes hereof, the terms "control", "controlled", or "controlling" shall include, without limitation, (i) the ownership, control or power to vote ten percent (10%) or more of (x) the outstanding shares of any class of voting securities or (y) the Partnership or beneficial interests of any such person or entity, as the case may be, directly or indirectly, or acting through one or more persons or entities, (ii) the control in any manner over the general partner(s) or the election of more than one director or trustee (or persons exercising similar functions) of such person or entity, or (iii) the power to exercise, directly or indirectly, control over the management or policies of such person or entity. 9. All funds of the Partnership shall be deposited in such checking accounts, savings accounts, time deposits, or certificates of deposit in the Partnership's name or shall be invested in the Partnership's name, in such manner as shall be designated by the General Partner from time to time. Partnership funds shall not be commingled with those of any other person or entity. Partnership funds shall be used by the General Partner only for the business of the Partnership. 10. Title to Partnership assets shall be held in the Partnership's name. 11. The Partnership shall not, without the affirmative vote of 100 percent of the Partners, including the vote of an Independent Director, if any, of the General Partner, institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Partnership or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any action in furtherance of any such action. 12. The Partnership shall not terminate or dissolve solely as a consequence of the bankruptcy, insolvency, appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of a General Partner of the Partnership or a substantial part of such General Partner's property, or assignment for the benefit of its creditors, or an admission in writing of the inability to pay its debts generally as they become due, or any similar action, of one or more of the General Partners so long as there remains a solvent general partner of the Partnership. 13. The Partnership shall at all times observe the applicable legal requirements for the recognition of the Partnership as a legal entity separate from any partners of the Partnership ("Partners") and Affiliates, including, without limitation, as follows: (a) The Partnership shall maintain its records and books and accounts separate from those of any Affiliate or any other entity. (b) The Partnership shall hold itself out to the public (including any Affiliate's creditors) under the Partnership's own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate. (c) All customary formalities regarding the existence of the Partnership, including holding meetings and maintaining current and accurate records separate from those of any Affiliate, shall be observed. (d) The Partnership shall act solely in its own name through the duly authorized officers of its General Partner. No Affiliate shall be appointed or act as agent of the Partnership. (e) Investments shall be made in the name of the Partnership directly by the Partnership or on its behalf by brokers engaged and paid by the Partnership or its agents. (f) Except as required by Wachovia Bank, National Association or its successors or assigns (collectively, the "Lender"), the Partnership shall not guarantee or assume any liabilities or obligations for the benefit of any party, including, without limitation, any Affiliate or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities or obligations of any party, including, without limitation, any Partner or any Affiliate, nor shall it make any loan to any party (including any Affiliate). (g) The Partnership is and will be solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets. (h) Assets of the Partnership shall be separately identified, maintained and segregated. The Partnership's assets shall at all times be held by or on behalf of the Partnership and if held on behalf of the Partnership by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Partnership. This restriction requires, among other things, that Partnership funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliate. (i) The Partnership shall not take any action if, as a result of such action, the Partnership would be required to register as an investment Partnership under the Investment Partnership Act of 1940, as amended. (j) The Partnership shall at all times be adequately capitalized to engage in the transactions contemplated at its formation. (k) None of the Partnership's funds shall be invested in securities issued by any Affiliate. (l) The Partnership shall not enter into any contract or agreement with any employee, shareholder, consultant, agent, director, partner, member or manager of the Partnership or any Affiliate, as applicable, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an Affiliate. (m) The Partnership shall file its own tax returns. (n) The Partnership shall not do any act which would make it impossible to carry on the ordinary business of the Partnership. (o) The Partnership shall not hold title to the Partnership's assets other than in the Partnership's name. IN WITNESS WHEREOF, the Partners have duly executed this Agreement as of the day and year first written above, intending this Agreement to be effective as of the date of formation specified above. GENERAL PARTNER TOLL LAND CORP. NO. 10 By: Kenneth J. Gary ---------------------------------- Kenneth J. Gary Senior Vice President Attest: Jeffrey Calcagni ------------------------------ Name: Jeffrey Calcagni Title: Assistant Secretary LIMITED PARTNER TOLL BROS., IN By: Kenneth J. Gary ---------------------------------- Kenneth J. Gary Senior Vice President Attest: Jeffrey Calcagni ------------------------------ Name: Jeffrey Calcagni Title: Assistant Secretary EX-3 12 ex3-115.txt EXHIBIT 3.115 Exhibit 3.115 - -------------------------------------------------------------------------------- PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU - -------------------------------------------------------------------------------- - ------------- Entity Number Certificate of Organization 3160203 Domestic Limited Liability Company - ------------- (15 Pa. C.S. ss. 8913) - --------------------------------------------- Name Document will be returned to the David B. Gifford, Esq. name and address you enter to the - ----------------------- left. Address Ballard Spahr, 1735 Market Street, 51st Floor - --------------------------------------------- City State Zip Code Philadelphia, PA 19103 - ---------------------------------------------- - -------------------------------------------------------------------------------- Fee: $100 Filed in the Department of State on August 28, 2003 Pedro G. Cortes ------------------------------------------------ Secretary of the Commonwealth In compliance with the requirements of 15 Pa.C.S. ss. 8913 (relating to certificate of organization), the undersigned desiring to organize a limited liability company, hereby certifies that: - -------------------------------------------------------------------------------- 1. The name of the limited liability company (designator is required, i.e., "company", "limited" or "limited liability company" or abbreviation): Toll Plaza, LLC ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2. The (a) address of the limited liability company's initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
(a) Number and Street City State Zip County 3103 Philmont Ave., Huntingdon Valley, PA 19006 Montgomery ----------------------------------------------------------------------------------------------------- (b) Name of Commercial Registered Office Provider County C/O: N/A -----------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 3. The name and address, including street and number, if any, of each organizer is (all organizers must sign on page 2): Name Address Toll Philmont Corporation 3103 Philmont Ave., Huntingdon Valley, PA 19006 --------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Strike out if inapplicable term A member's interest in the company is to be evidenced by a certificate of membership interest. [This information has been struck out] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 5. Strike out if inapplicable: Management of the company is vested in a manager or managers. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 6. The specified effective date, if any is: ------------------------------------ Month date year hour, if any - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7. Strike out if inapplicable: The company is a restricted professional company organized to render the following restricted professional service(s). [This information has been struck out] --------------------------------------------------------------------------- --------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 8. For additional provisions of the certificate, if any, attach an 8 1/2 x 11 sheet. The Additional terms and conditions set forth on Exhibit A attached hereto are incorporated into and made a part hereof. - -------------------------------------------------------------------------------- ------------------------------------------------- IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 27th day of August 2003 ---- ----------- TOLL PHILMONT CORPORATION, a Delaware corporation By: Mark J. Warshauer --------------------------- Name: Mark J. Warshauer Title: Vice President ------------------------------------------------- -2- EXHIBIT A For purposes of the following: "Lender" means LaSalle Bank National Association; a national banking association, formerly known as LaSalle National Bank, as Trustee for the registered holders of the Morgan Stanley Capital I, Inc., Commercial Mortgage Pass-Through Certificates, Series 1999 RM1, together with its successors and/or assigns. "Loan" means a certain loan in the original principal amount of $800,000.00 originally made by Residential Funding Corporation, a Delaware corporation to the Frank Bompadre Revocable Trust and the Marian Bompadre Revocable Trust and now hold by Lender, secured by a mortgage upon certain premises located with an address at 2755 Philmont Avenue, Huntington Valley, Montgomery County, Pennsylvania. 1. At all times for so long as the Loan remains outstanding, the purpose for which the limited liability company formed hereunder (the "Company") is organized is limited solely to (A) being the sole general partner of Toll Plaza, LP, a Pennsylvania limited partnership (the "Partnership"), (B) acting as, and exercising all of the authority of, the general partner of the Partnership, and (C) transacting any and all lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Pennsylvania that is incident, necessary and appropriate to accomplishing the foregoing. 2. At all times for so long as the Loan remains outstanding, the Company shall not incur indebtedness other than in the ordinary course of its business as the sole general partner of the Partnership, and any liability it may have for the Partnership's indebtedness in its capacity as such sole general partner of the Partnership. 3. The Company is prohibited from engaging in any dissolution, liquidation, consolidation, merger or sale of its assets (except in the ordinary course of its business with respect to the sale of its assets) for so long as the Loan is outstanding, and from causing the Partnership to do any of the foregoing for so long as the Loan is outstanding. 4. At all times for so long as the Loan remains outstanding, the Company's ability to enter into transactions with affiliates is limited only to transactions on an arm's length basis terms and on commercially reasonable terms. 5. At all times for so long as the Loan remains outstanding, no transfer of any direct or indirect ownership interest in the Company may be made unless such transfer is consented to by Lender if such consent is required by the documents evidencing or securing the Loan (collectively, the "Loan Documents"). Lender may condition its consent upon the delivery of an acceptable nonconsolidation opinion to the holder of the Loan and to any applicable rating agency concerning, as applicable, the Company, the new transferee and/or their respective owners. 6. The Company is required to continue serving in the capacity as general partner of the Partnership for so long as the Loan is outstanding. 7. At all times for so long as the Loan remains outstanding, the Company shall be required: a. To maintain books and records separate from any other person or entity; b. To maintain its bank accounts separate from any other person or entity; c. Not to commingle its assets with those of any other person or entity and to hold all of its assets in its own name; d. To conduct its own business in its own name; e. To maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity; f. To pay its own liabilities and expenses only out of its own funds; g. To observe all limited liability company and other organizational formalities; h. To maintain an arm's length relationship with its affiliates and to enter into transactions with affiliates only on a commercially reasonable basis; i. To pay the salaries of its own employees, if any, from its own funds and, with respect to any employees of the Company, to maintain a separate payroll therefor; j. Not to guarantee or become obligated for the debts of any other entity or person; k. Not to hold out its credit as being available to satisfy the obligations of any other person or entity; l. Not to acquire the obligations or securities of its affiliates or owners, including partners, members or shareholders, as appropriate; m. Not to make loans to any other person or entity or to buy or hold evidence of indebtedness issued by any other person or entity (other than cash and investment-grade securities); n. To allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate; o. To use separate stationery, invoices, and checks bearing its own name; p. Not to pledge its assets for the benefit of any other person or entity; q. To hold itself out as a separate identity; r. To correct any known misunderstanding regarding its separate identity; s. Not to identify itself as a division of any other person or entity; and t. To maintain adequate capital in light of its contemplated business operations. 8. Notwithstanding anything contained in this or any other organizational document to the contrary, any obligation which the Company may owe to any of its members, managers or affiliates (collectively, "Interested Parties"), whether characterized as a salary, fee or indemnification, shall not constitute a claim against the Company until, and shall be subject to and fully subordinate to, the prior payment in full of the Loan, provided however, so long as no Default or Event of Default exists under the Loan Documents to the extent the Company has cash flow or other available liquid assets (exclusive of any reserve accounts to be maintained under the Loan Documents) in excess of the amount necessary to make current payments of principal and interest due under the Loan Documents, the Company may pay when due (without any acceleration caused by the Company) the scheduled obligations due to the Interested Parties of the Company. 9. At all limes for so long as the Loan remains outstanding, the Company shall be required to cause the Partnership to comply with the covenants and restrictions set forth on Exhibit A to the Certificate of Limited Partnership of the Partnership. 10. At all times for so long as the Loan remains outstanding, the Company is prohibited from amending rise provisions specified in paragraphs 1-10 without approval of such amendment by the Lender. Lender may condition its approval on obtaining, at the Company's cost and expense, a confirmation from each of the applicable rating agencies that such amendment would not result in the qualification, withdrawal or downgrade of any securities rating. EXHIBIT B REQUIRED COVENANTS OF GENERAL PARTNER ORGANIZATIONAL DOCUMENTS The Certificate of Organization or other organizational charter or certificate and governing documents shall contain the following covenants: For purposes of the following: "Lender" means LaSalle Bank National Association, a national banking association, formerly known as LaSalle National Bank, as Trustee for the registered holders of the Morgan Stanley Capital I, Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-RM1, together with its successors and/or assigns. "Loan" means a certain loan in the original principal amount of $800,000.00 originally made by Residential Funding Corporation, a Delaware corporation to the Frank Bompadre Revocable Trust and the Marian Bompadre Revocable Trust and now held by Lender, secured by a mortgage upon certain premises located with an address at 2755 Philmont Avenue, Huntington Valley, Montgomery County, Pennsylvania. "Company" means the limited liability company, corporation or other entity which is such general partner of the Partnership. "1. At all times for so long as the Loan remains outstanding, the purpose for which the Company is organized is limited solely to (A) being the sole general partner of Toll Plaza, LP, a Pennsylvania limited partnership (the "Partnership"), (B) acting as, and exercising all of the authority of, the general partner of the Partnership, and (C) transacting any and all lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Pennsylvania that is incident, necessary and appropriate to accomplishing the foregoing. 2. At all times for so long as the Loan remains outstanding, the Company shall not incur indebtedness other than in the ordinary course of its business as the sole general partner of the Partnership, and any liability it may have for the Partnership's indebtedness in its capacity as such sole general partner of the Partnership. 3. The Company is prohibited from engaging in any dissolution, liquidation, consolidation, merger or sale of its assets (except in the ordinary course of its business with respect to the sale of its assets) for so long as the Loan is outstanding, and from causing the Partnership to do any of the foregoing for so long as the Loan is outstanding. 4. At all times for so long as the Loan remains outstanding, the Company's ability to enter into transactions with affiliates is limited only to transactions on an arm's length basis and on commercially reasonable terms. 5. At all times for so long as the Loan remains outstanding, no transfer of any direct or indirect ownership interest in the Company may be made unless such transfer is consented to by Lender if such consent is required by the documents evidencing or securing the Loan (collectively, the "Loan Documents"). Lender may condition its consent upon the delivery of an acceptable nonconsolidation opinion to the holder of the Loan and to any applicable rating agency concerning, as applicable, the Company, the new transferee and/or their respective owners. 6. The Company is required to continue serving in the capacity as general partner of the for so long as the Loan is outstanding. 7. At all times for so long as the Loan remains outstanding, the Company shall be required: a. To maintain books and records separate from any other person or entity; b. To maintain its bank accounts separate from any other person or entity; c. Not to commingle its assets with those of any other person or entity and to hold all of its assets in its own name; d. To conduct its own business in its own name; e. To maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity; f. To pay its own liabilities and expenses only out of its own funds; g. To observe all [limited liability company] [corporate] [other as applicable] and other organizational formalities; h. To maintain an arm's length relationship with its affiliates and to enter into transactions with affiliates only on a commercially reasonable basis; i. To pay the salaries of its own employees, if any, from its own funds and, with respect to any employees of the Company, to maintain a separate payroll therefor; j. Not to guarantee or become obligated for the debts of any other entity or person; k. Not to hold out its credit as being available to satisfy the obligations of any other person or entity; l. Not to acquire the obligations or securities of its affiliates or owners, including partners, members or shareholders, as appropriate; m. Not to make loans to any other person or entity or to buy or hold evidence of indebtedness issued by any other person or entity (other than cash and investment grade securities); n. To allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate; o. To use separate stationery, invoices, and checks bearing its own name; p. Not to pledge its assets for the benefit of any other person or entity; q. To hold itself out as a separate identity; r. To correct any known misunderstanding regarding its separate identity; s. Not to identify itself as a division of any other person or entity; and t. To maintain adequate capital in light of its contemplated business operations. 8. Notwithstanding anything contained in this or any other organizational document to the contrary, any obligation which the Company may owe to any of its members, managers or affiliates (collectively, "Interested Parties"), whether characterized as a salary, fee or indemnification, shall not constitute a claim against the Company until, and shall be subject to and fully subordinate to, the prior payment in full of the Loan, provided however, so long as no Default or Event of Default exists under the Loan Documents to the extent the Company has cash flow or other available liquid assets (exclusive of any of reserve accounts to be maintained under the Loan Documents) in excess of the amount necessary to make current payments of principal and interest due under the Loan Documents, the Company may pay when due (without any acceleration caused by the Company) the scheduled obligations due to the Interested Parties of the Company. 9. At all times for so long as the Loan remains outstanding, the Company shall be required to cause the Partnership to comply with the covenants and restrictions set forth on Exhibit A to the Certificate of Limited Partnership of the Partnership. 10. At all times for so long as the Loan remains outstanding, the Company is prohibited from amending the provisions specified in paragraphs 1-10 without approval of such amendment by the Lender. Lender may condition its approval on obtaining, at the Company's cost and expense, a confirmation from each of the applicable rating agencies that such amendment would not result in the qualification, withdrawal or downgrade of any securities rating." EX-3 13 ex3-116.txt EXHIBIT 3.116 Exhibit 3.116 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF TOLL PLAZA, LLC This Limited Liability Company Operating Agreement (the "Agreement") is entered into as of the 28th day of August, 2003 by TOLL PHILMONT CORPORATION, a Delaware corporation ("SOLE MEMBER"). WHEREAS, TOLL PLAZA, LLC (the "Company") was formed on August 28, 2003, upon the filing of its Certificate of Organization (the "Certificate") with the Department of State of the Commonwealth of Pennsylvania. NOW THEREFORE, SOLE MEMBER by execution of this Agreement, hereby continues the Company as a limited liability company pursuant to the Limited Liability Company Law of 1994 of the Commonwealth of Pennsylvania, as amended from time to time (the "Act"), upon the following terms and conditions. 1. Name. The name of the limited liability company is TOLL PLAZA, LLC. 2. Purpose. The purpose for which the Company is organized is limited solely to (A) being the sole general partner of Toll Plaza, LP, a Pennsylvania limited partnership (the "Partnership"), (B) acting as, and exercising all of the authority of, the general partner of the Partnership, and (C) transacting any and all lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Pennsylvania that is incident, necessary and appropriate to accomplishing the foregoing. 3. Fiscal Year. The fiscal year of the Company (the "fiscal year") shall end on the fiscal year end required for U.S. federal income tax purposes. SOLE MEMBER is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods. 4. Powers. In furtherance of its purposes, but at all times subject to the limitations and requirements set forth in the Certificate (which are incorporated herein as though fully set forth), the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, including, without limitation, (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts and leases, and (ii) to take any and all other actions it deems necessary, desirable, convenient or incidental for the furtherance of the objects and purposes of the Company and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act. Without limiting the foregoing, the Company is hereby specifically authorized to enter into the transactions and to perform all of the undertakings set forth on Exhibit D attached to this Agreement, and the Managers or the appropriate Officers of the Company are hereby authorized to execute and deliver all contracts, certificates, agreements, instruments and other documents on behalf of the Company as shall be necessary or convenient therefor. 5. Registered Office. The address of the registered office of the Company in the Commonwealth of Pennsylvania is 3103 Philmont Avenue, Huntingdon Valley, PA 19006. 6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Pennsylvania is 3103 Philmont Avenue, Huntingdon Valley, PA 19006. 7. Member. The name and mailing address of SOLE MEMBER is set forth on Exhibit A attached to this Agreement. 8. Designation of Managers. (i) SOLE MEMBER hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as the "Board") and hereby consents to the election of Robert I. Toll, Zvi Barzilay and Joel H. Rassman as Managers of the Company. (ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of SOLE MEMBER by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation or upon the dissolution, liquidation and termination of a Manager. (iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of SOLE MEMBER shall be required to designate a new manager. (iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Vice Presidents and Assistant Secretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, SOLE MEMBER hereby appoints as the initial Officers the persons specified in Exhibit B attached hereto, who shall hold the office set forth opposite or at the head of his or her name. 2 9. Exculpation and Indemnification. In the event that SOLE MEMBER, or any of its direct or indirect partners, directors, officers, stockholders, employees, agents, affiliates or controlling persons, including, without limitation, any Manager or Officer (collectively, the "Indemnified Persons," each, including such member, an "Indemnified Person"), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company's business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, "Costs"), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company's business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 9 shall be limited to the Company's assets, and no member shall have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement. 10. Admission. SOLE MEMBER is hereby deemed admitted as the sole member of the Company upon its execution and delivery of this Agreement. 11. Allocation of Profits and Losses. The Company's profits and losses shall be allocated to SOLE MEMBER, as sole member. 12. Distributions. Distributions shall be made to SOLE MEMBER, as sole member. 13. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the sole member nor any affiliate, director, officer, partner or controlling person of the sole member shall be obligated personally for any such debt, obligation or liability of the Company. 3 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the SOLE MEMBER; provided, however, that for so long as the Loan remains outstanding the provisions specified in paragraphs 2, 15, 16, 17 and 18 of this Agreement shall not be amended without approval of such amendment by the Lender. Lender may condition its approval on obtaining, at Borrower's cost and expense, a confirmation from each of the applicable rating agencies that such amendment would not result in the qualification, withdrawal or downgrade of any securities rating. For purposes of this Agreement: "Lender" means LaSalle Bank National Association, a national banking association, formerly known as LaSalle National Bank, as Trustee for the registered holders of the Morgan Stanley Capital I, Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-RM1, together with its successors and/or assigns; "Loan" means a certain loan in the original principal sum of $800,000.00, currently held by Lender, secured by a mortgage upon certain premises located with an address at 2755 Philmont Avenue, Huntington Valley, Montgomery County, Pennsylvania; and "Loan Documents" means, collectively, the documents evidencing or securing the Loan. 16. Incorporation of Certificate. The terms and conditions specified in the Certificate of Organization of the Company, a copy of which is attached hereto as Exhibit C, are incorporated herein by reference and shall be a part of this Agreement. 17. Continuation of the Company. If there is a death, dissolution or other "termination event" for any member of the Company, the vote of a majority in interest of the remaining members shall be sufficient to continue the life of the Company. 18. Unanimous Consent Required for Certain Acts. Notwithstanding any provisions to the contrary contained herein, so long as the Loan remains outstanding, the unanimous consent of all members shall be required for the Company to do any of the following or cause the Partnership to do any of the following: a. File or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally; b. Seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or a substantial portion of its properties; c. Make any assignment for the benefit of the Company's creditors; or d. Take any action in furtherance of any of the foregoing. 4 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Operating Agreement as of the date first above written. TOLL PHILMONT CORPORATION, a Delaware corporation By: Mark J. Warshauer ------------------------ Name: Mark J. Warshauer Title: Vice President 5 EXHIBIT A --------- NAME AND MAILING ADDRESS OF SOLE MEMBER
SOLE MEMBER Address ----------- ------- Toll Philmont Corporation 3103 Philmont Avenue, Huntingdon Valley, PA 19006
EXHIBIT B --------- OFFICER LIST
Chairman of the Board Robert I. Toll President, Chief Operating Officer Zvi Barzilay and Assistant Secretary Executive Vice President, Treasurer, Chief Financial Officer Joel H. Rassman and Assistant Secretary First Senior Vice President Wayne S. Patterson Senior Vice Presidents Thomas A. Argyris, Jr. James W. Boyd Barry A. Depew G. Cory DeSpain Richard T. Hartman Werner Thiessen Edward D. Weber Douglas C. Yearley, Jr. Senior Vice President, General Counsel Kenneth J. Gary and Assistant Secretary Vice President, Chief Accounting Officer Joseph R. Sicree and Assistant Secretary Vice President, Controller Kevin J. McMaster and Assistant Secretary First Vice President and Secretary Michael I. Snyder Vice Presidents Peter Alles J. Michael Donnelly Keith Anderson Jonathan C. Downs Thomas Anhut Kevin D. Duermit William J. Bestimt John P. Elcano Ronald Blum Evan G. Ernest Charles W. Bowie Alan Euvrard Paul Bruckardt Augustine P. Flores Roger A. Brush Robert B. Fuller Scott L. Coleman Christopher Gaffney Frederick N. Cooper Patrick Galligan Perry J. Devlin Jed Gibson William J. Gilligan Walter Nowak John D. Harris Joseph J. Palka Douglas C. Heppe Michael J. Palmer John Jakominich Daniel O'Brien Benjamin D. Jogodnik John Pagenkopf Robert A. Johnson Jon Payntor Gregory Kamedulski Robert Parahus Gregory Kelleher William D. Perry Webb A. Koschene Ralph E. Reinert B. Mitchell Kotler William C. Reilly Gary Lemon David Richey Manfred P. Marotta David K. Sadler Gary M. Mayo Douglas C. Shipe James Majewski, Jr. James A. Smith John G. Mangano Ronnie E. Snyder Marc F. McAlpine Michael Sosinski Kira McCarron Steven A. Turbyfill Robert N. McCarron Philip M. Turner Richard C. McCormick Christopher Utschig Richard Miller Steven W. Walker Charles E. Moscony, Jr. Mark J. Warshauer Thomas J. Murray
Assistant Vice Presidents David Anderson Brad Nelson Robert Babyok Richard Nelson Leanne Barbosa Michael Noles Daniel Brouillette Michael O'Hara Anthony Casapulla Edward Oliu Sandy Colden Joseph Pease Robert Craig Charles Raddatz Mark Culichia Byron Rimmer Michael Davenport Anthony Rocco Paul Eberz Gary Rosmarin Robert Frakes Robert Schoonmaker Michael Glenn Seth Shapiro Charles Hare John Smith Paul S. Hare Ronnie E. Snyder Gordon Ivascu Andrew Stern Robert Kardos John Szakats Daniel Kennedy Ken Thirtyacre Steven Krasoff Alan Truitt
EX-3 14 ex3-117.txt EXHIBIT 3.117 Exhibit 3.117 New Jersey Department of State Division of Commercial Recording Certificate of Incorporation, Profit (Title 14A:2-7 New Jersey Business Corporation Act For Use by Domestic Profit Corporations) - -------------------------------------------------------------------------------- This is to Certify that, there is hereby organized a corporation under and by virtue of the above noted statute of the New Jersey Statutes: 1. Name of Corporation: Toll NJ Builder Corp. 2. The purpose for which this corporation is organized is (are) to engage in any activity within the purposes for which corporations may be organized under NJSA 14A 1-1 et seq: To act as the general partner of Toll NJ Builder I, L.P. 3. Registered Agent: THE CORPORATION TRUST COMPANY 4. Registered Office: 820 Bear Tavern Road West Trenton, NJ 08628 5. The aggregate number of shares which the corporation shall have authority to issue is: One Thousand (1,000) 6. If applicable, set forth the designation of each class and series of shares, the number in each, and a statement of the relative rights, preferences and limitations. One Thousand (1,000) shares of Common Stock 7. If applicable, set forth a statement of any authority vested in the board to divide the shares into classes or series or both and to determine or change their designation number, relative rights, preferences and limitations. 8. The first Board of Directors shall consist of three Directors (minimum of one).
Name Street Address City State Zip Robert I. Toll 3103 Philmont Avenue Huntingdon Valley PA 19006 Zvi Barzilay 3103 Philmont Avenue Huntingdon Valley PA 19006 Joel H. Rassman 3103 Philmont Avenue Huntingdon Valley PA 19006
9. Name and Address of Incorporator(s):
Name Street Address City State Zip Denise R. Kling 3103 Philmont Avenue Huntingdon Valley PA 19006
10. The duration of the corporation is: perpetual 11. Other provisions 12. Effective Date (Not to exceed 90 days from date of filing): In Witness whereof, each individual incorporator being over eighteen years of age has signed this certificate, or if the Incorporator is a corporation has caused this Certificate to be signed by its duly authorized officers this 20th day of February, 2003. Signature: Denise R. Kling Signature: ------------------------- -------------------- Signature: Signature: ------------------------- -------------------- EX-3 15 ex3-118.txt EXHIBIT 3.118 Exhibit 3.118 ARTICLES OF INCORPORATION FOR A STOCK CORPORATION FIRST: The undersigned Celeste Felker --------------------------------------------------------- whose address is 3103 Philmont Ave., Huntingdon Valley, PA 19006 ---------------------------------------------------------------- __________________________________________________________, being at least eighteen years of age, do(es) hereby form a corporation under the laws of the State of Maryland. SECOND: The name of the corporation is Toll MD Builder Corp. ----------------------------------------- THIRD: The purposes for which the corporation is formed are as follows: Real Estate and or Home Builder Development - -------------------------------------------------------------------------------- FOURTH: The street address of the principal office of the corporation in Maryland is 7164 Columbia Gateway Drive, Suite 230, Columbia, MD 21046 ------------------------------------------------------------------- FIFTH: The name of the resident agent of the corporation in Maryland is The Corporation Trust Incorporated --------------------------------------------------------------- whose address is 300 E. Lombard Street, Baltimore, MD 21202 --------------------------------------------------------------- SIXTH: The corporation has authority to issue 1,000 shares at $ 1.00 par value per share. SEVENTH: The number of directors of the corporation shall be 3 which number may be increased or decreased pursuant to the bylaws of the corporation, and so long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders, and the name(s) of the director(s) who shall act until the first meeting or until their successors are duly chosen and qualified is/are_________________________________ Robert Toll, Zvi Barzilay, Joel Rassman - --------------------------------------------------------------------------------
IN WITNESS WHEREOF, I have signed these articles I hereby consent to my designation in this document and acknowledge the same to be my act. as resident agent for this corporation. SIGNATURE(S) OF INCORPORATOR(S): SIGNATURE OF RESIDENT AGENT LISTED IN FIFTH: - ------------------------------------------------- - ------------------------------------------------- - ------------------------------------------------- Filing party's return address: - ------------------------------------------------- - ------------------------------------------------- - -------------------------------------------------
EX-3 16 ex3-119.txt EXHIBIT 3.119 Exhibit 3.119 LIMITED LIABILITY COMPANY AGREEMENT OF FIRST BRANDYWINE LLC IV This Limited Liability Company Agreement (this "Agreement") of First Brandywine LLC IV is entered into by the undersigned, as Member (the "Member"), and is effective as of September 19, 2003. The Authorized Person, Delaware Incorporators & Registration Service, Inc., formed a limited liability company by filing the certificate of formation of First Brandywine LLC IV (the "Certificate of Formation") on February 3, 2003, pursuant to, and in accordance with, the Delaware Limited Liability Company Act (6 Del. C. ss.18-101, et seq.), as amended from time to time (the "Act"). The Member now wishes to memorialize the Agreement with respect to the affairs and conduct of business of First Brandywine LLC IV as follows: 1. Name. The name of the limited liability company governed hereby is First Brandywine LLC IV (the "Company"). 2. Certificates. Delaware Incorporators & Registration Service, Inc., the Authorized Person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of the State of Delaware (a copy of which is attached hereto as Exhibit A), as contemplated by ss. 18-201 of the Act. The Authorized Person shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing including, but not limited to, the maintenance, management, investment and/or disposition, including sale or exchange, of property held by the Company. 4. Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (i) conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company; -2- (iii) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (iv) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (v) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; -3- (vii) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (viii) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (ix) lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person in accordance with the Act and obtain any and all types of insurance; (xiv) negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company; (xv) cease its activities and cancel its Certificate of Formation; and -4- (xvi) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in ss. 18-209(a) of the Act) upon the approval of the Manager or Managers (as those terms are defined in Section 8 below). 5. Notice Address. The address of the Company for notice purposes will be 1105 N. Market Street, Suite 1414, Wilmington, DE 19801, Attention: Mr. John Oscar, Jr., or at such other location as may hereafter be determined by the Member. 6. Registered Office. The address of the registered office of the Company in the State of Delaware is 1105 N. Market Street, Suite 1414, Wilmington, Delaware 19801. 7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Wilmington Trust SP Services, Inc., 1105 N. Market Street, Suite 1300, Wilmington, Delaware 19801. 8. Members; Managers. (a) The name of the sole Member is First Brandywine Investment Corp. IV. The mailing address of the Member is 1105 N. Market Street, Suite 1414, Wilmington, Delaware 19801. Any action to be taken by the Member under this Agreement shall be evidenced by its signed, written consent. The following persons shall serve as the initial managers (the "Managers"), of the Company and, as provided by Section 20 below, the management of the Company shall be vested solely in the Managers: Joel H. Rassman John A. Oscar, Jr. Ann Difiore -5- (b) The Member shall have the power to remove any Manager at any time and name a successor thereto. 9. Limited Liability. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Authorized Person, the Managers and the Member (each a "Covered Person" and, collectively, the "Covered Persons") shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an authorized person, a manager or a member of the Company. (b) Except as otherwise expressly required by law, the Member, in its capacity as the Member of the Company, shall have no liability in excess of (i) the amount of its capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments expressly provided for it this Agreement, and (iv) the amount of any distributions wrongfully distributed to it. 10. Exculpation. (a) No Covered Person shall be liable to the Company, the Member or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith in connection with the formation of the Company on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such other person's or entity's -6- professional or expert competence, including information opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to Members might be properly paid. 11. Indemnification. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 11 shall be provided out of and to the extent of Company assets only, and the Members shall have no personal liability on account thereof. 12. Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 11 hereof. 13. Insurance. The Company may purchase and maintain insurance to the extent and in such amounts as the Managers shall, in their sole discretion, deem reasonable, on behalf of Covered Persons and such other persons as the Managers shall determine, against any liability that may be asserted against or expenses -7- that may be incurred by any such person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. The Managers and the Company may enter into indemnity contracts with Covered Persons and such other persons as the Managers shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 12 hereof and containing such other procedures regarding indemnification as are appropriate. 14. Assignments. The Member may sell, assign, transfer, convey or otherwise dispose of all or any part of its limited liability company interest. 15. Resignation. The Member shall have the right to resign and the effect of which resignation shall be to cause the dissolution of the Company as set forth in Section 23 hereof. 16. Admission of Additional Member. One (1) or more additional Members of the Company may be admitted to the Company with the written consent of the Member. 17. Capital Contributions. (a) The undersigned, as Member, may make capital contributions to the Company of cash or other property on an as needed basis. (b) The Member shall be required to make additional capital contributions for the payment of the Company's expenses at the request of the Managers. (c) It is agreed by the Member that its percentage ownership interest in the Company shall be 100 %. (d) The Member's interest in the Company shall for all purposes be personal property. -8- 18. Allocation of Profits and Losses. Except as otherwise provided by Section 19(b), all profits and losses of the Company shall be allocated to the Member. 19. Distributions. (a) Distributions of any cash, shares or other property shall be made to the Member at the times and in the aggregate amounts determined by the Member, except as provided in Section 19(b). (b) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 20. Management. (a) In accordance with Section 18-402 of the Act, management of the Company shall be solely vested in the Managers, as named in this Agreement, or otherwise provided for by designation pursuant to Section 8 hereof. (b) A quorum of Managers shall be required to hold meetings of the Managers and to conduct business of the Company. One Third (1/3) of the total number of the Managers shall constitute a quorum for all purposes. The Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. (c) The Managers may, in their sole discretion, appoint officers to run the day-to-day operations of the Company, subject to the supervision of the Managers. The officers of the Company, if deemed necessary by the Managers, shall include a President, Vice Presidents, an Assistant Vice President, a Treasurer, a Secretary and such other officers as the Manager may from time to time consider appropriate. Such officers, upon appointment, shall be immediately -9- authorized to exercise such duties as customarily pertain to such offices as determined by the Managers. Any officer may be removed at any time at the sole discretion of the Managers and any vacancy occurring in any office of the Company shall be filled by the Managers. The following persons shall serve as the initial officers of the Company (the "Officers"): Name Office ---- ------ John A. Oscar, Jr. President / Treasurer Joel H. Rassman Vice President Gordon W. Stewart Secretary Mark J. Warshauer Assistant Secretary Elizabeth F. Bothner Assistant Secretary Leanne C. McGrory Assistant Secretary (d) The Officers are authorized to undertake such acts at, or in advance of, the Organizational Meeting of the Managers as are necessary to initiate and undertake the conduct of business of the Company, provided, however, that the Managers shall ratify, confirm and approve at the Organizational Meeting of the Managers of the Company all such acts undertaken by, and through, the Officers. 21. Other Business. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall have no rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 22. Taxation. The Company, as a domestic eligible entity with a single owner, shall make an election to be ignored as a separate taxable entity from the Member for U.S. federal income tax purposes. Such election shall be made pursuant to Treas. Reg. ss.301.7701-3 on Internal Revenue Service Form 8832, properly executed and filed with the IRS. -10- 23. Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the resignation of the Member, (ii) the written consent of the Member to dissolve the Company, (iii) upon the occurrence of any event that results in the Member ceasing to be the Member of the Company under the Act (including, without limitation, the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company) or (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 24. Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and the Certificate of Formation shall have been canceled in the manner required by the Act. 25. Claims of the Member. The Member shall look solely to the Company's assets for the return of its capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Member shall have no recourse against the Company. 26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. -11- 27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. 28. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties. 29. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 30. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. -12- * * * THE UNDERSIGNED, intending to be legally bound hereby, have duly execute this Agreement as of the date provided above. MEMBER: MANAGERS: - ------- --------- First Brandywine Investment Corp. IV By: ---------------------------------- -------------------------------------- Joel H. Rassman ---------------------------------- -------------------------------------- John A. Oscar, Jr. ---------------------------------- -------------------------------------- Ann DiFiore -13- EXHIBIT A TO LIMITED LIABILITY COMPANY AGREEMENT OF FIRST BRANDYWINE LLC IV Certificate of Formation [See attached] Delaware PAGE 1 -------- The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "FIRST BRANDYWINE LLC IV", FILED IN THIS OFFICE ON THE THIRD DAY OF FEBRUARY, A.D. 2003, AT 9 O'CLOCK A.M. Harriet Smith Windsor ----------------------------------------- Harriet Smith Windsor, Secretary of State 3621567 8100 AUTHENTICATION: 2240652 030069107 DATE: 02-04-03 CERTIFICATE OF FORMATION OF FIRST BRANDYWINE LLC IV This certificate of formation ("Certificate of Formation") of First Brandywine LLC IV (hereinafter referred to as the "Company"), to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C.ss.18-101, et seq.), is duly executed and filed by Delaware Incorporators & Registration Service, Inc., an authorized person ("Authorized Person"), which Authorized Person hereby certifies that: FIRST: The name of the limited liability company formed hereby is First Brandywine LLC IV. SECOND: The registered office of the Company in the State of Delaware is located at 1105 North Market Street, Wilmington, County of New Castle, Delaware 19801. THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Delaware Corporate Management, Inc., 1105 North Market Street, Wilmington, County of New Castle, Delaware 19801. The undersigned Authorized Person has executed this Certificate of Formation as of the 3rd day of February, 2003. Authorized Person: Delaware Incorporators & Registration Service, Inc. By: Leanne C. McGrory ------------------------- Leanne C. McGrory Vice President STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED: 09:00A 02/03/2003 030069107-3621567 EX-3 17 ex3-120.txt EXHIBIT 3.120 Exhibit 3.120 ARTICLES OF ORGANIZATION DOMESTIC LIMITED LIABILITY COMPANY Office of the Secretary of the State 30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 / Rev. 11/06/2001 See reverse for instructions - -------------------------------------------------------------------------------- Space For Office Use Only - -------------------------------------------------------------------------------- 1. NAME OF THE LIMITED LIABILITY COMPANY: Toll Glastonbury LLC - -------------------------------------------------------------------------------- 2. NATURE OF BUSINESS TO BE TRANSACTED OR THE PURPOSES TO BE PROMOTED OR CARRIED OUT: To engage in any lawful act or activity for which a limited liability company may be formed under the Connecticut Limited Liability Company Act, including the acquisition, investment and ownership of real property. - -------------------------------------------------------------------------------- 3. PRINCIPAL OFFICE ADDRESS (Provide complete address. See instructions for further details.) 53 Church Hill Road, Newtown, CT 06470 - -------------------------------------------------------------------------------- 4. APPOINTMENT OF STATUTORY AGENT FOR SERVICE OF PROCESS - --------------------------------------------------------------------------------
Name of agent: Business address (P.O. Box is not acceptable) CT Corporation System One Commercial Plaza, Hartford, CT 06103 - ----------------------------------------------------------------- --------------------------------------------------------------- Residence address (P.O. Box is not acceptable) - ----------------------------------------------------------------- ---------------------------------------------------------------
- -------------------------------------------------------------------------------- Acceptance of appointment CT Corporation System By: Gary Scappini, Special Assistant Secretary Signature of agent - -------------------------------------------------------------------------------- 5. MANAGEMENT (Place a check mark next to the following statement only if it applies) x The management of the limited liability company shall be vested in --- one or more managers. - -------------------------------------------------------------------------------- 6. MANAGER(S) OR MEMBER(S) INFORMATION - --------------------------------------------------------------------------------
- --------------------------------- ------------------------------- ------------------------------- ------------------------------- Name Title Business Address Residence Address - --------------------------------- ------------------------------- ------------------------------- ------------------------------- Robert I. Toll Manager Box 410, Sugar Pond, 3103 Philmont Ave., Solebury, PA 18963 Huntingdon Valley, PA 19006 ------------------------------- ------------------------------- Zvi Barzilay Manager 1900 Deer Run, 3103 Philmont Ave., Meadowbrook, PA 19046 Huntingdon Valley, PA 19006 ------------------------------- ------------------------------- Joel H. Rassman Manager 1636 Stocton Rd., 3103 Philmont Ave., Meadowbrook, PA 19046 Huntingdon Valley, PA 19006 - --------------------------------------------------------------------------------------------------------------------------------- 7. EXECUTION Dated this 10th day of April, 2003 ------ - --------------------------------------------------------------------------------------------------------------------------------- Denise R. King Denise R. King - ----------------------------------------------------------------- --------------------------------------------------------------- Print or type name of organizer Signature - --------------------------------------------------------------------------------------------------------------------------------- Reference an 81/2x 11 attachment if additional space is required
EX-3 18 ex3-121.txt EXHIBIT 3.121 BUREAU OF COMMERCIAL SERVICES Exhibit 3.121 - -------------------- ----------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) December 3, 2003 - -------------------- - -------------------- - ------------------------------------------------------------ Name Denise R. Kling Toll Brothers, Inc. - ------------------------------------------------------------ Address 3103 Philmont Avenue - ------------------------------------------------------------ City State Zip Code Huntingdon Valley PA 19006 EFFECTIVE DATE: - ------------------------------------------------------------ ------------------- Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: Silverman Development Company, Inc. ----------------- 2. The identification number assigned by the Bureau is: 122601 ----------------- - -------------------------------------------------------------------------------- 3. Article ___________1_______ of the Articles of Incorporation is hereby amended to read as follows: The name of the corporation is "Toll Development Company, Inc." - -------------------------------------------------------------------------------- 4. (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.) The foregoing amendment to the Articles of Incorporation was duly adopted on the ___________ day of _________________, ______, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees. Signed this ___ day of _________________, ____ -------------------------------- ----------------------------- (Signature) (Signature) -------------------------------- ----------------------------- (Type or Print Name) (Type or Print Name) -------------------------------- ----------------------------- (Signature) (Signature) -------------------------------- ----------------------------- (Type or Print Name) (Type or Print Name) 5. (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.) The foregoing amendment to the Articles of Incorporation was duly adopted on the 1st day of December, 2003, by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following). |_| at a meeting the necessary votes were cast in favor of the amendment. |_| by written consent of the shareholders or members having not less than the minimum number of votes required by statue in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) |X| by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation. |_| by consents given by electronic transmission in accordance with Section 407(3) if a profit corporation. |_| by the board of a profit corporation pursuant to section 611(2).
------------------------------------------ -------------------------------------------------- Profit Corporations and Professional Nonprofit Corporations Service Corporations Signed this_____________ day of _________, ________ Signed this 2nd day of December, 2003 By_________________________________________________ By ___________________________________ (Signature President, Vice-President, (Signature of Authorized officer of Chairperson or Vice Chairperson)) agent) Kenneth J. Gary, Senior Vice President Kenneth J. Gary, Senior Vice President -------------------------------------- --------------------------------------- (Type or Print Name) (Type or Print Name) ------------------------------------------ --------------------------------------------------
EX-3 19 ex3-122.txt EXHIBIT 3.122 Exhibit 3.122 CT CORPORATION SYSTEM ------------------------ Jan Brewer Secretary of State Use: Secretary of State Secretary of State Limited Partnerships 2003 APR-9 PM 2:12 1700 West Washington 7th Fl FILED Phoenix, Arizona 85007 ------------------------ Make Check Payable to: Secretary of State Fee: $10.00 Plus $3.00 per page SUBMIT IN DUPLICATE with a self-addressed, stamped envelope. All correspondence regarding this filing will be sent to the principal address of the partnership. LIMITED PARTNERSHIP AMENDMENT TO CERTIFICATE; RESTATEMENT A.R.S. ss.29-309
Edmunds -Toll Limited Partnership 20133140 - ------------------------------------------------------------------------------------------------------------------- Name of the Limited Partnership Secretary of State file number Date the Certificate of Limited Partnership was filed: July 28, 1995_______________________________________________ The amendment to the Certificate of Limited Partnership is as follows: The name of the limited partnership is Toll Brothers AZ Limited Partnership________________________________________ ___________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________ The admission of a new general partner: ___________________________________________________________________________________________________________________ Name Address ___________________________________________________________________________________________________________________ Signature Printed name The withdrawal of a general partner: ___________________________________________________________________________________________________________________ Name of general partner to be removed ___________________________________________________________________________________________________________________ Name of agent for service of process Phone Number ___________________________________________________________________________________________________________________ Arizona address of agent (PO Box or C/O are unacceptable) City State Zip
A restated certificate of limited partnership shall be specifically designated in its heading and shall state, either in the heading or in an introductory paragraph, the limited partnership's present name, and, if it has been changed, all of its former names and the date of filing of its original certificate of limited partnership.
Kenneth J. Gary Kenneth J.Gary, Sr. VP of Toll AZ GP Corp. - ------------------------------------------------------------------------------------------ Signature of at least one general partner Printed name
-2- KENNETH J. GARY DIRECT DIAL: (215) 938-8006 SENIOR VICE PRESIDENT AND GENERAL COUNSEL FACSIMILE: (215) 938-8255 March 29, 2004 Arizona Secretary of State 1700 W. Washington 7th Floor Phoenix, AZ 85007 RE: Edmunds- Toll Construction Company & Edmunds-Toll Limited Partnership Dear Sir or Madam: Edmunds-Toll Construction Company, now known as Toll Brothers AZ Construction Company, is an affiliate of Edmunds-Toll Limited Partnership, which is amending its name to Toll Brothers AZ Limited Partnership. If you have any questions, please do not hesitate to contact me. Sincerely, Kenneth J. Gary - -------------------------- Kenneth J. Gary Senior Vice President and General Counsel -3- EX-5.1 20 ex5-1.txt EXHIBIT 5.1 Exhibit 5.1 WOLF BLOCK LETTERHEAD April __, 2004 Toll Brothers, Inc. Toll Brothers Finance Corp. 3103 Philmont Avenue Huntingdon Valley, PA 19006 Re: Registration Statement on Form S-4 ---------------------------------- Ladies and Gentlemen: In connection with the registration by Toll Brothers Finance Corp., a Delaware corporation (the "Company"), of $300,000,000 in aggregate principal amount of 4.95% Senior Notes due 2014 (the "Exchange Notes") and the registration by Toll Brothers, Inc., a Delaware corporation (the "Guarantor"), of a guarantee with respect to the Exchange Notes (the "Exchange Guarantee") on a Form S-4 registration statement (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), you have requested our opinion with respect to the matters set forth below. The Exchange Notes and the Exchange Guarantee will be issued pursuant to an indenture, dated as of November 22, 2002 by and among the Company, the Guarantor, the other guarantors that are parties thereto and Bank One Trust Company, N.A., as trustee (as supplemented or amended, as the case may be, by the Authorizing Resolutions attached as Exhibit A to the Joint Action of Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities Listed on Schedule I thereto dated as of March 9, 2004, and as further supplemented by the First Supplemental Indenture dated May 5, 2003, the Second Supplemental Indenture dated as of November 3, 2003, the Third Supplemental Indenture dated as of January 26, 2004, and the Fourth Supplemental Indenture dated as of March 1, 2004, the "Indenture"). Capitalized terms used herein without definition have the meanings given to them in the Indenture, a copy of which will be filed as an exhibit to the Registration Statement. In our capacity as your counsel in connection with the preparation and filing of the Registration Statement, we are familiar with the corporate actions taken and proposed to be taken by the Company and the Guarantor in connection with the authorization and issuance of the Exchange Notes and the Exchange Guarantee, and for purposes of this opinion, we have assumed such corporate actions will be timely completed in the manner presently proposed and the terms of such issuance will otherwise be in compliance with law. Toll Brothers, Inc. Toll Brothers Finance Corp. April __, 2004 Page 2 As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of rendering the opinions expressed herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. To the extent that our opinion addresses matters of law, our opinion is limited to the federal laws of the United States, the laws of the Commonwealth of Pennsylvania, the laws of the State of New York and the General Corporation Law of the State of Delaware. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof: 1. The Exchange Notes, when authenticated by the Trustee and executed and delivered by the Company in accordance with the terms of the Registration Rights Agreement and the Indenture, will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). 2. The Exchange Guarantee, when (i) the Exchange Notes have been authenticated by the Trustee and executed and delivered by the Company in accordance with the terms of the Registration Rights Agreement and the Indenture upon the exchange and (ii) the Exchange Guarantee has been authenticated by the Trustee and executed and delivered by the Guarantor in accordance with the terms of the Registration Rights Agreement and the Indenture, will constitute a legally valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Legal Matters" in the prospectus included therein. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder. Very truly yours, EX-5.2 21 ex5-2.txt EXHIBIT 5.2 Exhibit 5.2 [TOLL BROTHERS LETTERHEAD] April __, 2004 Toll Brothers, Inc. Toll Brothers Finance Corp. 3103 Philmont Avenue Huntingdon Valley, PA 19006 Re: Registration Statement on Form S-4 ---------------------------------- Ladies and Gentlemen: I am General Counsel to Toll Brothers, Inc., a Delaware corporation (the "Company"). In connection with the registration by Toll Brothers Finance Corp., a Delaware corporation (the "Issuer"), of $300,000,000 in aggregate principal amount of 4.95% Senior Notes due 2014 (the "Exchange Notes") and the registration by the subsidiaries of the Company listed on Schedule I hereto (the "Guarantors"), of guarantees with respect to the Exchange Notes (the "Exchange Guarantees") on a Form S-4 registration statement (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), you have requested my opinion with respect to the matters set forth below. The Exchange Notes and the Exchange Guarantees will be issued pursuant to an indenture, dated as of November 22, 2002 by and among the Company, the Issuer, the Guarantors and Bank One Trust Company, N.A., as trustee (as supplemented or amended, as the case may be, by the Authorizing Resolutions attached as Exhibit A to the Joint Action of Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities Listed on Schedule I thereto dated as of March 9, 2004, and as further supplemented by the First Supplemental Indenture dated May 5, 2003, the Second Supplemental Indenture dated as of November 3, 2003, the Third Supplemental Indenture dated as of January 26, 2004, and the Fourth Supplemental Indenture dated as of March 1, 2004, the "Indenture"). Capitalized terms used herein without definition have the meanings given to them in the Indenture, a copy of which will be filed as an exhibit to the Registration Statement. In my capacity as General Counsel in connection with the preparation and filing of the Registration Statement, I am familiar with the proceedings taken and proposed to be taken by the Company, the Issuer and the Guarantors in connection with the authorization and issuance of the Exchange Notes and the Exchange Guarantees, and for purposes of this opinion, I have assumed such proceedings will be timely completed in the manner presently proposed and the terms of such issuance will otherwise be in compliance with law. Toll Brothers, Inc. Toll Brothers Finance Corp. April __, 2004 Page 2 As such counsel, I have examined such matters of fact and questions of law as I have considered appropriate for purposes of rendering the opinions expressed herein. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies. Subject to the foregoing and the other matters set forth herein, it is my opinion that, as of the date hereof, the Exchange Guarantees, when (i) the Exchange Notes have been authenticated by the Trustee and executed and delivered by the Issuer in accordance with the terms of the Registration Rights Agreement and the Indenture upon the exchange and (ii) the Exchange Guarantees have been authenticated by the Trustee and executed and delivered by the Guarantors in accordance with the terms of the Registration Rights Agreement and the Indenture, will constitute legally valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). I consent to your filing this opinion as an exhibit to the Registration Statement and the use of my name under the heading "Legal Matters" in the prospectus included therein. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder. Very truly yours, Schedule I State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll Holdings, Inc. Delaware 23-2569047 Amwell Chase, Inc. Delaware 23-2551304 Brentwood Investments I, Inc Tennessee 04-3602308 Bunker Hill Estates, Inc. Delaware 23-2535037 Chesterbrooke, Inc. Delaware 23-2485513 Connecticut Land Corp. Delaware 23-2533514 Daylesford Development Corp. Delaware 23-2511943 Eastern States Engineering, Inc. Delaware 23-2432981 Fairway Valley, Inc. Delaware 23-2432976 First Brandywine Finance Corp. Delaware 23-2737486 First Brandywine Investment Corp. II Delaware 23-2731790 First Brandywine Investment Corp. III Delaware 23-2820213 First Brandywine Investment Corp. IV Delaware 61-1443340 First Huntingdon Finance Corp. Delaware 23-2485787 Franklin Farms G.P., Inc. Delaware 23-2486303 Frenchman's Reserve Country Club, Inc. Florida 56-2290261 HQZ Acquisitions, Inc. Michigan 38-3149633 MA Limited Land Corporation Delaware 23-2523560 Maple Point, Inc. Delaware 23-2551803 Maryland Limited Land Corporation Delaware 23-2499816 Mizner County Club, Inc. Florida 23-2970622 Mountain View Country Club, Inc. California 05-0567717 Polekoff Farm, Inc. Pennsylvania 23-2417142 The Silverman Building Companies, Inc. Michigan 38-3075345 SH Homes Corporation Michigan 38-3392296 SI Investment Corporation Michigan 38-3298884 Springfield Chase, Inc. Delaware 23-2538985 Stewarts Crossing, Inc. Delaware 23-2547222 TB Proprietary Corp. Delaware 23-2485790 TB Proprietary LP, Inc. Delaware 23-3066217 Tenby Hunt, Inc. Delaware 23-2682947 Toll Development Company, Inc. (formerly Silverman Development Company, Inc.) Michigan 38-3180742 i State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll AZ GP Corp. Delaware 23-2815680 Toll Bros., Inc. Pennsylvania 23-2417123 Toll Bros., Inc. Delaware 23-2600117 Toll Bros., Inc. Texas 23-2896374 Toll Bros. of Arizona, Inc. Arizona 23-2906398 Toll Bros. of North Carolina, Inc. North Carolina 23-2777389 Toll Bros. of North Carolina II, Inc. North Carolina 23-2990315 Toll Bros. of North Carolina III, Inc. North Carolina 23-2993276 Toll Bros. of Tennessee, Inc. Delaware 51-0385724 Toll Brothers AZ Construction Company (formerly Edmunds-Toll Construction Company) Arizona 23-2832024 Toll Brothers Real Estate, Inc. Pennsylvania 23-2417116 Toll CA GP Corp. California 23-2748091 Toll CO GP Corp. Colorado 23-2978190 Toll Corp. Delaware 23-2485860 Toll Finance Corp. Delaware 23-2978196 Toll FL GP Corp. Florida 23-2796288 Toll IL GP Corp. Illinois 23-2967049 Toll Land Corp. No. 6 Pennsylvania 23-2417134 Toll Land Corp. No. 10 Delaware 23-2551776 Toll Land Corp. No. 20 Delaware 23-2551793 Toll Land Corp. No. 43 Delaware 23-2737488 Toll Land Corp. No. 45 Delaware 23-2737050 Toll Land Corp. No. 46 Delaware 23-2731483 Toll Land Corp. No. 47 Delaware 23-2737359 Toll Land Corp. No. 48 Delaware 23-2860557 Toll Land Corp. No. 49 Delaware 23-2860562 Toll Land Corp. No. 50 Delaware 23-2860513 Toll Land Corp. No. 51 Delaware 23-2959185 Toll Land Corp. No. 52 Delaware 23-2966099 Toll Land Corp. No. 53 Delaware 23-2978200 Toll Land Corp. No. 55 Delaware 23-2978124 Toll Land Corp. No. 56 Delaware 23-2978119 Toll Land Corp. No. 58 Delaware 23-3097273 Toll Land Corp. No. 59 Delaware 23-3097278 Toll Land Corp. No. 60 Delaware 23-3097277 Toll Management AZ Corp. Delaware 51-0385727 Toll Management VA Corp. Delaware 51-0385725 Toll MD Builder Corp. Maryland 20-0355148 Toll MI GP Corp. Michigan 23-2917543 Toll MN GP Corp. Minnesota 20-0099962 Toll NH GP Corp. New Hampshire 23-3048998 Toll NJ Builder Corp. New Jersey 74-3083211 Toll NJX-I Corp. Delaware 51-0413821 ii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll NJX-II Corp. Delaware 51-0413826 Toll NJX-III Corp. Delaware 74-3083754 Toll NJX-IV Corp. Delaware 74-3083774 Toll NV GP Corp. Nevada 23-2928710 Toll NC GP Corp. North Carolina 23-2760759 Toll OH GP Corp. Ohio 23-2878722 Toll PA Builder Corp. Pennsylvania 87-0693313 Toll PA GP Corp. Pennsylvania 23-2687561 Toll PA II GP Corp. Pennsylvania 03-0395069 Toll Peppertree, Inc. New York 23-2709097 Toll Philmont Corporation Delaware 23-2526635 Toll Realty Holdings Corp. I Delaware 23-2954512 Toll Realty Holdings Corp. II Delaware 23-2954511 Toll Realty Holdings Corp. III Delaware 23-2954510 Toll RI GP Corp. Rhode Island 23-3020194 Toll SC GP Corp. South Carolina 23-3094328 Toll TN GP Corp. Tennessee 23-2886926 Toll TX GP Corp. Delaware 23-2796291 Toll VA GP Corp. Delaware 23-2551790 Toll VA Member Two, Inc. Delaware 51-0385726 Toll Wood Corporation Delaware 23-2533529 Toll YL, Inc. California 23-2898272 Valley Forge Conservation Holding GP Corp. Pennsylvania 73-1636768 Warren Chase, Inc. Delaware 23-2518740 Windsor Development Corp. Pennsylvania 23-2432983 Afton Chase, L.P. Pennsylvania 23-2760770 Audubon Ridge, L.P. Pennsylvania 23-2668976 Beaumont Chase, L.P. Pennsylvania 23-2910269 Belmont Land, L.P. Virginia 23-2810333 Bennington Hunt, L.P. New Jersey 23-2690596 Bernards Chase, L.P. New Jersey 23-2796287 Binks Estates Limited Partnership Florida 23-2796300 The Bird Estate Limited Partnership Massachusetts 23-2883360 Blue Bell Country Club, L.P. Pennsylvania 23-2668975 Branchburg Ridge, L.P. New Jersey 23-2918996 Brandywine River Estates, L.P. Pennsylvania 23-2838421 Brass Castle Estates, L.P. New Jersey 23-2921715 Brentwood Investments, L.P. Tennessee 01-0616044 Bridle Estates, L.P. Pennsylvania 23-2855510 Broad Run Associates, L.P. Pennsylvania 23-2979479 iii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Buckingham Woods, L.P. Pennsylvania 23-2689274 Bucks County Country Club, L.P. Pennsylvania 23-2878689 CC Estates Limited Partnership Massachusetts 23-2748927 Calabasas View, L.P. California 23-2785219 Charlestown Hills, L.P. New Jersey 23-2855658 Cheltenham Estates Limited Partnership Michigan 23-2968590 Chesterbrooke Limited Partnership New Jersey 23-2485378 Cobblestones at Thornbury, L.P. Pennsylvania 23-2774674 Cold Spring Hunt, L.P. Pennsylvania 23-2702468 Coleman-Toll Limited Partnership Nevada 23-2928708 Concord Chase, L.P. Pennsylvania 23-2897949 Cortlandt Chase, L.P. New York 23-2928875 Delray Limited Partnership Florida 23-2929049 Dolington Estates, L.P. Pennsylvania 23-2760781 Dominion Country Club, L.P. Virginia 23-2984309 Eagle Farm Limited Partnership Massachusetts 23-2760777 The Estates at Brooke Manor Limited Partnership Maryland 23-2740412 Estates at Coronado Pointe, L.P. California 23-2796299 Estates at Princeton Junction, L.P. New Jersey 23-2760779 Estates at Rivers Edge, L.P. New Jersey 23-2748080 Estates at San Juan Capistrano, L.P. California 23-2796301 The Estates at Summit Chase, L.P. California 23-2748089 Fairfax Investment, L.P. Virginia 23-2982190 Fairfax Station Hunt, L.P. Virginia 23-2680894 Fair Lakes Chase, L.P. Virginia 23-2955092 Fairway Mews Limited Partnership New Jersey 23-2621939 Farmwell Hunt, L.P. Virginia 23-2822996 First Brandywine Partners, L.P. Delaware 51-0385730 Franklin Oaks Limited Partnership Massachusetts 23-2838925 Freehold Chase, L.P. New Jersey 23-2743988 Great Falls Hunt, L.P. Virginia 23-2719371 Great Falls Woods, L.P. Virginia 23-2963544 Greens at Waynesborough, L.P. Pennsylvania 23-2740013 iv State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Greenwich Chase, L.P. New Jersey 23-2709793 Greenwich Station, L.P. New Jersey 23-2816336 Hockessin Chase, L.P. Delaware 23-2944970 Holland Ridge, L.P. New Jersey 23-2785227 Holliston Hunt Limited Partnership Massachusetts 23-2922701 Hopewell Hunt, L.P. New Jersey 23-2838289 Huckins Farm Limited Partnership Massachusetts 23-2740411 Hunter Mill, L.P. Virginia 23-2711430 Hunterdon Chase, L.P. New Jersey 23-2774673 Hunterdon Ridge, L.P. New Jersey 23-2944965 Huntington Estates Limited Partnership Connecticut 23-2855662 Hurley Ridge Limited Partnership Maryland 23-2954935 Kensington Woods Limited Partnership Massachusetts 23-2701194 Knolls of Birmingham, L.P. Pennsylvania 23-2855656 Lakeridge, L.P. Pennsylvania 23-2740012 Lakeway Hills Properties, L.P. Texas 23-2838579 Laurel Creek, L.P. New Jersey 23-2796297 Loudoun Valley Associates, L.P. Virginia 23-3025878 Mallard Lakes, L.P. Texas 23-2796298 Manalapan Hunt, L.P. New Jersey 23-2806323 Marshallton Chase, L.P. Pennsylvania 23-2855525 Mill Road Estates, L.P. Pennsylvania 23-2774670 Montgomery Chase, L.P. New Jersey 23-2745356 Montgomery Oaks, L.P. New Jersey 23-2796292 Moorestown Hunt, L.P. New Jersey 23-2810335 Mount Kisco Chase, L.P. New York 23-2796641 NC Country Club Estates Limited Partnership North Carolina 23-2917299 Newport Ridge Limited Partnership Michigan 38-3413877 Newtown Chase Limited Partnership Connecticut 23-2818660 Northampton Crest, L.P. Pennsylvania 23-2944980 Northampton Preserve, L.P. Pennsylvania 23-2901212 Patriots, L.P. New Jersey 23-2941041 The Preserve at Annapolis Limited Partnership Maryland 23-2838510 The Preserve at Boca Raton Limited Partnership Florida 23-2810339 Preston Village Limited Partnership North Carolina 23-2806570 Princeton Hunt, L.P. New Jersey 23-2747998 v State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Providence Hunt, L.P. Pennsylvania 23-2680892 Providence Plantation Limited Partnership North Carolina 23-2855661 Regency at Dominion Valley, L.P. Virginia 45-0497498 River Crossing, L.P. Pennsylvania 23-2855516 Rolling Greens, L.P. New Jersey 23-2855583 Rose Hollow Crossing Associates Pennsylvania 23-2253629 Seaside Estates Limited Partnership Florida 23-2870057 Shrewsbury Hunt Limited Partnership Massachusetts 23-2912930 Silverman-Toll Limited Partnership Michigan 23-2986323 Somers Chase, L.P. New York 23-2855511 Somerset Development Limited Partnership North Carolina 23-2785223 South Riding, L.P. Virginia 23-2994369 South Riding Amberlea LP Virginia 20-0383954 South Riding Partners, L.P. Virginia 23-2861890 South Riding Partners Amberlea LP Virginia 20-0384024 Southlake Woods, L.P. Texas 23-2869081 Southport Landing Limited Partnership Connecticut 23-2784609 Springton Pointe, L.P. Pennsylvania 23-2810340 Stone Mill Estates, L.P. Pennsylvania 23-3013974 Stoney Ford Estates, L.P. Pennsylvania 23-2882087 Swedesford Chase, L.P. Pennsylvania 23-2939504 TBI/Heron Bay Limited Partnership Florida 23-2928874 TBI/Naples Limited Partnership Florida 23-2883354 TBI/Palm Beach Limited Partnership Florida 23-2891601 TB Proprietary, L.P. Delaware 23-3070158 Thornbury Knoll, L.P. Pennsylvania 23-2668410 Timber Ridge Investment Limited Partnership Michigan 38-3413876 Toll at Brier Creek Limited Partnership North Carolina 23-2954264 Toll at Daventry Park, L.P. Ohio 23-2897947 Toll at Payne Ranch, L.P. California 23-2833118 Toll at Princeton Walk, L.P. New Jersey 23-2879954 Toll at Westlake, L.P. New Jersey 23-2963549 Toll at Whippoorwill, L.P. New York 23-2888554 Toll Bros. of Tennessee, L.P. Tennessee 51-0386723 Toll Brothers AZ Limited Partnership (formerly Edmunds-Toll Limited Partnership) Arizona 23-2815685 Toll Brothers Maryland II Limited Partnership Maryland 23-3027594 Toll CA, L.P. California 23-2963547 Toll CA II, L.P. California 23-2838417 vi State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll CA III, L.P. California 23-3031827 Toll CA IV, L.P. California 23-3029688 Toll CA V, L.P. California 23-3091624 Toll CA VI, L.P. California 23-3091657 Toll Cliffs Urban Renewal Company LP (formerly Toll Cliffs LP) New Jersey 20-0383861 Toll CO, L.P. Colorado 23-2978294 Toll Costa, L.P. California 81-0602065 Toll CT Limited Partnership Connecticut 23-2963551 Toll CT II Limited Partnership Connecticut 23-3041974 Toll CT Westport Limited Partnership Connecticut 23-3048964 Toll DE LP Delaware 20-0660934 Toll-Dublin, L.P. California 23-3070669 Toll Estero Limited Partnership Florida 72-1539292 Toll FL Limited Partnership Florida 23-3007073 Toll FL II Limited Partnership Florida 73-1657686 Toll FL III Limited Partnership Florida 20-0135814 Toll Ft. Myers Limited Partnership Florida 82-0559443 Toll Grove LP New Jersey 20-0215496 Toll Hudson LP New Jersey 20-0465460 Toll IL, L.P. Illinois 23-2963552 Toll IL II, L.P. Illinois 23-3041962 Toll IL III, L.P. Illinois 03-0382404 Toll IL HWCC, L.P. Illinois 75-2985312 Toll Jacksonville Limited Partnership Florida 20-0204373 Toll Land Limited Partnership Connecticut 23-2709099 Toll Land IV Limited Partnership New Jersey 23-2737490 Toll Land V Limited Partnership New York 23-2796637 Toll Land VI Limited Partnership New York 23-2796640 Toll Land VII Limited Partnership New York 23-2775308 Toll Land IX Limited Partnership Virginia 23-2939502 Toll Land X Limited Partnership Virginia 23-2774670 Toll Land XI Limited Partnership New Jersey 23-2796302 Toll Land XIII Limited Partnership New York 23-2796304 Toll Land XIV Limited Partnership New York 23-2796295 Toll Land XV Limited Partnership Virginia 23-2810342 Toll Land XVI Limited Partnership New Jersey 23-2810344 Toll Land XVII Limited Partnership Connecticut 23-2815064 Toll Land XVIII Limited Partnership Connecticut 23-2833240 Toll Land XIX Limited Partnership California 23-2833171 Toll Land XX Limited Partnership California 23-2838991 Toll Land XXI Limited Partnership Virginia 23-2865738 Toll Land XXII Limited Partnership California 23-2879949 Toll Land XXIII Limited Partnership California 23-2879946 Toll Land XXV Limited Partnership New Jersey 23-2867694 Toll Land XXVI Limited Partnership Ohio 23-2880687 Toll Marshall LP New Jersey 20-0215536 Toll MD Builder I, L.P. Maryland 20-0355209 vii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Toll MD Limited Partnership Maryland 23-2963546 Toll MD II Limited Partnership Maryland 23-2978195 Toll MD III Limited Partnership Maryland 23-3044366 Toll MD IV Limited Partnership Maryland 71-0890813 Toll MD V Limited Partnership Maryland 81-0610742 Toll MI Limited Partnership Michigan 23-2999200 Toll MI II Limited Partnership Michigan 23-3015611 Toll MI III Limited Partnership Michigan 23-3097778 Toll MN, L.P. Minnesota 20-0099987 Toll Naval Associates Pennsylvania 23-2454576 Toll NH Limited Partnership New Hampshire 23-3048999 Toll NJ, L.P. New Jersey 23-2963550 Toll NJ II, L.P. New Jersey 23-2991953 Toll NJ III, L.P. New Jersey 23-2993263 Toll NJ IV, L.P. New Jersey 23-3038827 Toll NJ V, L.P. New Jersey 23-3091620 Toll NJ VI, L.P. New Jersey 23-3098583 Toll NJ Builder I, L.P. New Jersey 41-2089798 Toll Northville Limited Partnership Michigan 23-2918130 Toll Northville Golf Limited Partnership Michigan 23-2918224 Toll NV Limited Partnership Nevada 23-3010602 Toll PA, L.P. Pennsylvania 23-2879956 Toll PA II, L.P. Pennsylvania 23-3063349 Toll PA III, L.P. Pennsylvania 23-3097666 Toll PA IV, L.P. Pennsylvania 23-3097672 Toll PA V, L.P. Pennsylvania 03-0395087 Toll PA VI, L.P. Pennsylvania 47-0858909 Toll PA VII, L.P. Pennsylvania 68-0533037 Toll PA VIII, L.P. Pennsylvania 20-0969010 Toll PA IX, L.P. Pennsylvania 20-0969053 Toll Park, LP New Jersey 20-0383903 Toll Peppertree, L.P. New York 23-2707709 Toll Plaza, L.P. Pennsylvania 20-0204322 Toll Reston Associates, L.P. Delaware 23-3016263 Toll RI, L.P. Rhode Island 23-3020191 Toll RI II, L.P. Rhode Island 27-0043852 Toll SC, L.P. South Carolina 23-3094632 Toll SC II, L.P. South Carolina 82-0574725 Toll TX, L.P. Texas 23-2984310 Toll TX II, L.P. Texas 23-3090949 Toll VA, L.P. Virginia 23-2952674 Toll VA II, L.P. Virginia 23-3001131 Toll VA IV, L.P. Virginia 75-2972033 Toll VA V, L.P. Virginia 47-0887401 Toll Venice Limited Partnership Florida 71-0902794 Toll YL, L.P. California 23-3016250 Toll YL II, L.P. California 80-0014182 viii State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Trumbull Hunt Limited Partnership Connecticut 23-2855529 Uwchlan Woods, L.P. Pennsylvania 23-2838958 Valley Forge Conservation Holding, L.P. Pennsylvania 42-1537902 Valley Forge Woods, L.P. Pennsylvania 23-2699971 Valley View Estates Limited Partnership Massachusetts 23-2760768 Village Partners, L.P. Pennsylvania 81-0594073 Waldon Preserve Limited Partnership Michigan 38-3312737 Warwick Greene, L.P. Pennsylvania 23-2968960 Warwick Woods, L.P. Pennsylvania 23-2838950 Washington Greene Development, L.P. New Jersey 23-2815640 West Amwell Limited Partnership New Jersey 23-2570825 Whiteland Woods, L.P. Pennsylvania 23-2833125 Wichita Chase, L.P. Texas 23-2855660 Willowdale Crossing, L.P. Pennsylvania 23-2879951 Wilson Concord, L.P. Tennessee 23-2887824 The Woods at Highland Lakes, L.P. Ohio 23-2948699 The Woods at Long Valley, L.P. New Jersey 23-2889640 Wrightstown Hunt, L.P. Pennsylvania 23-2838487 Yardley Estates, L.P. Pennsylvania 23-2691658 60 Industrial Parkway Cheektowaga, LLC New York 23-2796640** 2301 Fallston Road LLC Maryland 23-2963546** Belmont Country Club I LLC Virginia 23-2810333** Belmont Country Club II LLC Virginia 23-2810333** Big Branch Overlook L.L.C. Maryland 23-2978195** Brier Creek Country Club I LLC North Carolina 23-2954264** Brier Creek Country Club II LLC North Carolina 23-2954264** C.B.A.Z. Construction Company LLC Arizona 51-0385729** C.B.A.Z, Holding Company LLC Delaware 51-0385729 Component Systems I LLC Delaware 23-2600117** Component Systems II LLC Delaware 23-2600117** Creeks Farm L.L.C. Maryland 23-2978195** Dominion Valley Country Club I LLC Virginia 23-2984309** Dominion Valley Country Club II LLC Virginia 23-2984309** ELB Investments I LLC Illinois 23-2963552** ELB Investments II LLC Illinois 23-2963552** FC Investments I LLC Massachusetts 23-2838925** FC Investments II LLC Massachusetts 23-2838925** Feys Property LLC Maryland 23-2978195** First Brandywine LLC I Delaware 23-2485787** First Brandywine LLC II Delaware 23-2485787** First Brandywine LLC III Delaware 61-1443340** First Brandywine LLC IV Delaware 61-1443340** Frenchman's Reserve Realty, LLC Florida 23-2417123** Golf I Country Club Estates at Moorpark LLC California 23-2963547** Golf II Country Club Estates at Moorpark LLC California 23-2963547** ** Uses Employer Identification Number used by its sole member. ix State or Other Jurisdiction of I.R.S. Employer Exact name of Registrant as Specified Incorporation or of Identification in Its Charter Organization Number - ------------------------------------- ------------------- --------------- Hawthorne Woods Country Club I LLC Illinois 75-2985312** Hawthorne Woods Country Club II LLC Illinois 75-2985312** High Point at Hopewell, LLC New Jersey 23-3098583** Hunts Bluff LLC Maryland 23-2978195** Lighthouse Point Land Company, LLC Florida 20-0135814 Long Meadows TBI, LLC Maryland 23-3044366** Manalapan Hunt Investments I LLC New Jersey 23-2806323** Manalapan Hunt Investments II LLC New Jersey 23-2806323** Mizner Realty, L.L.C. Florida 23-2417123** Mountain View Country Club I LLC California 23-3091624** Mountain View Country Club II LLC California 23-3091624** Naples Lakes Country Club, L.L.C. Florida 23-2883354** Naples TBI Realty, LLC Florida 23-2417123** Northville Hills Golf Club LLC Michigan 23-2918224** Nosan & Silverman Homes LLC Michigan 38-3208312 Palm Cove Golf & Yacht Club I LLC Florida 23-3007073** Palm Cove Golf & Yacht Club II LLC Florida 23-3007073** Palm Cove Marina I LLC Florida 23-3007073** Palm Cove Marina II LLC Florida 23-3007073** Regency at Denville LLC New Jersey 23-2810344** Regency at Dominion Valley LLC Virginia 23-2984309** The Regency Golf Club I LLC Virginia 23-2984309** The Regency Golf Club II LLC Virginia 23-2984309** The Ridges at Belmont Country Club I LLC Virginia 23-2810333** The Ridges at Belmont Country Club II LLC Virginia 23-2810333** RiverCrest Sewer Company, LLC Pennsylvania 23-3097672** Sapling Ridge, LLC Maryland 23-2978195** South Riding Realty LLC Virginia 23-2861890** SR Amberlea LLC Virginia 23-2861890** SRH Investments I, LLC California 23-2879946** SRH Investments II, LLC California 23-2879946** Stoney Kill LLC New York 23-2796640** Toll Brothers Realty Michigan II LLC Michigan 23-2417123** Toll Cedar Hunt LLC Virginia 23-2994369** Toll DE X, LLC Delaware 23-3098760 Toll-Dublin, LLC California 23-3070669** Toll Equipment, L.L.C. Delaware 23-2417123** Toll FL I, LLC Florida 23-3007073 Toll Glastonbury LLC Connecticut 23-3041974** Toll MD I, L.L.C. Maryland 23-2737488** Toll NJ I, L.L.C. New Jersey 23-3091620** Toll NJ II, L.L.C. New Jersey 23-3091620** Toll NJ III, L.L.C. New Jersey 23-2417123** Toll Plaza, LLC Pennsylvania 23-2526635 Toll Realty L.L.C. Florida 23-2417123** Toll Reston Associates, L.L.C. Delaware 23-2551790** Toll VA L.L.C Delaware 51-0385728** Toll VA III L.L.C. Virginia 23-2417123** Toll Van Wyck LLC New York 23-2796637** Virginia Construction Co. I, LLC Virginia 23-2417123** Virginia Construction Co. II, LLC Virginia 23-2417123** ** Uses Employer Identification Number used by its sole member. x EX-12 22 ex-12.htm 


Exhibit 12

                                                                                    For the Three Months Ended
                                 For the Twelve Months ended October 31,                   January 31,
                         -------------------------------------------------------  ------------------------------
                            1999       2000       2001       2002       2003           2003           2004
                         -------------------------------------------------------  ------------------------------
Earnings:
Income before
income taxes               $161,678   $232,766   $339,712   $347,318    $411,153         $71,920        $78,970
Interest expense             41,896     46,816     59,038     65,344      74,086          16,107         14,728
Rent expense                    425        639        852        930       1,150             273            353
Amortization                  1,538        635        897      1,037       2,689           1,230            269
                         -------------------------------------------------------  ------------------------------

                           $205,537   $280,856   $400,499   $414,629    $489,078         $89,530        $94,320
                         =======================================================  ==============================

Fixed charges:
Homebuilding
Interest
incurred                    $52,914    $60,275    $79,245    $90,331    $104,763         $25,784        $28,241
Rent expense                    425        639        852        930       1,150             273            353
Amortization                  1,538        635        897      1,037       2,689           1,230            269
                         -------------------------------------------------------  ------------------------------

                            $54,877    $61,549    $80,994    $92,298    $108,602         $27,287        $28,863
                         =======================================================  ==============================
Ratio                          3.75       4.56       4.94       4.49        4.50            3.28           3.27
EX-23 23 ex23-3.txt EXHIBIT 23.3 Exhibit 23.3 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4 Nos. 333-000000, 333-000000-01, 333-000000-02, 333-000000-03, 333-000000-04) and related Prospectus of Toll Brothers Finance Corp., Toll Brothers, Inc., Toll Corp., Toll Finance Corp., First Huntingdon Finance Corp. and the additional registrants named therein and to the incorporation by reference therein of our report dated December 9, 2003, with respect to the consolidated financial statements and schedule of Toll Brothers, Inc. included in its Annual Report (Form 10-K) for the year ended October 31, 2003, filed with the Securities and Exchange Commission. April 12, 2004 Philadelphia, Pennsylvania EX-25 24 ex25.txt EXHIBIT 25 Exhibit 25 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE -------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ----------------------------------------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 1999 Avenue of the Stars - Floor 26 Los Angeles, CA 90067 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) ---------------------------------------------- TOLL BROTHERS FINANCE CORP. (Exact name of obligor as specified in its charter) DELAWARE 23-3097271 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 3103 Philmont Avenue Huntingdon Valley, PA 19006 (Address of principal executive offices) (Zip Code) Debt Securities (Title of the indenture securities) - -------------------------------------------------------------------------------- Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. No responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13. Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the ______ day of _____________, 2004. J. P. Morgan Trust Company, National Association By /s/ Nan L. Packard ----------------------------------- Nan L. Packard Authorized Officer 3
Exhibit 7. Report of Condition of the Trustee. - --------------------------------------------------------------------------------------- Consolidated Report of Condition of J.P. Morgan Trust Company, National Association ----------------------------------------------- (Legal Title) as of close of business on June 30, 2003 ---------------------------- ========================================================================================
($000) ----- Assets Cash and Due From Banks $ 30,669 Securities 106,073 Loans and Leases 41,488 Premises and Fixed Assets 9,168 Intangible Assets 162,542 Other Assets 17,245 ------------ Total Assets $ 367,185 ============ Liabilities Deposits $ 97,653 Other Liabilities 47,491 ------------ Total Liabilities 145,144 Equity Capital Common Stock 600 Surplus 181,587 Retained Earnings 39,854 ------------ Total Equity Capital 222,041 ------------ Total Liabilities and Equity Capital $ 367,185 ============ 4 EX-99 25 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FORM OF LETTER OF TRANSMITTAL WITH RESPECT TO TENDER OF ANY AND ALL OUTSTANDING 4.95% SENIOR NOTES DUE 2014 IN EXCHANGE FOR 4.95% SENIOR NOTES DUE 2014 OF TOLL BROTHERS FINANCE CORP. PURSUANT TO THE PROSPECTUS DATED ___________, 2004 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________________, 2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- THE EXCHANGE AGENT IS: J.P. Morgan Trust Company, National Association BY REGISTERED OR TO CONFIRM BY TELEPHONE BY HAND OR OVERNIGHT CERTIFIED MAIL: OR FOR INFORMATION CALL: DELIVERY: J.P. Morgan Institutional (313) 225-3189 J.P. Morgan Institutional Trust Services Trust Services 2001 Bryan Street 2001 Bryan Street 9th Floor 9th Floor Dallas, Texas 75201 Dallas, Texas 75201 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. The undersigned acknowledges that he or she has received and reviewed the prospectus dated _____________, 2004, of Toll Brothers Finance Corp., a Delaware corporation (the "Company") and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of its 4.95% Senior Notes due 2014 (the "Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for each $1,000 principal amount of its outstanding 4.95% Senior Notes due 2014 ("Old Notes"). Recipients of the prospectus should read the requirements described in the prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the prospectus. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW. This Letter of Transmittal is to be used by a holder of Old Notes: - if certificates representing tendered Old Notes are to be forwarded herewith; or - if a tender is made pursuant to the guaranteed delivery procedures in the section of the prospectus entitled "The Exchange Offer-- Procedures for Tendering Old Notes." 1 Holders that are tendering by book-entry transfer to the exchange agent's account at DTC can execute the tender through ATOP for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the exchange agent's account at DTC. DTC will then send an agent's message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an "Agent's Message") to the exchange agent for its acceptance. Transmission of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. In order to properly complete this Letter of Transmittal, a holder of Old Notes must: - complete the box entitled "Description of Old Notes Tendered"; - if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions; - sign the Letter of Transmittal by completing the box entitled "Sign Here"; and - complete the Substitute Form W-9. Each holder of Old Notes should carefully read the detailed instructions below prior to completing the Letter of Transmittal. Holders of Old Notes who desire to tender their Old Notes for exchange and whose Old Notes are not immediately available or who cannot deliver their Old Notes, this Letter of Transmittal and all other documents required hereby to the exchange agent or complete the procedures for book-entry transfer on or prior to the Expiration Date, must tender the Old Notes pursuant to the guaranteed delivery procedures set forth in the section of prospectus entitled "The Exchange Offer--Procedures for Tendering Old Notes." See Instruction 2.Delivery of documents to DTC does not constitute delivery to the exchange agent. In order to ensure participation in the Exchange Offer, Old Notes must be properly tendered prior to the Expiration Date. Holders of Old Notes who wish to tender their Old Notes for exchange must complete columns (1) through (3) in the box below entitled "Description of Old Notes Tendered," and sign the box below entitled "Sign Here." If only those columns are completed, such holder of Old Notes will have tendered for exchange all Old Notes listed in column (3) below. If the holder of Old Notes wishes to tender for exchange less than all of such Old Notes, column (4) must be completed in full. In such case, such holder of Old Notes should refer to Instruction 5. The Exchange Offer may be extended, terminated or amended, as provided in the prospectus. During any such extension of the Exchange Offer, all Old Notes previously tendered and not withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer. The Exchange Offer is scheduled to expire at 5:00 p.m., New York City time, on ________, 2004, unless extended by the Company. 2 The undersigned hereby tenders for exchange the Old Notes described in the box entitled "Description of Old Notes Tendered" below pursuant to the terms and conditions described in the prospectus and this Letter of Transmittal.
- --------------------------------------------------------------------------------------------- DESCRIPTION OF OLD NOTES TENDERED - --------------------------------------------------------------------------------------------- (1) (2) (3) (4) AGGREGATE NAME(S) AND ADDRESS(ES) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF REGISTERED HOLDER(S) NUMBER(S) REPRESENTED BY TENDERED FOR (PLEASE FILL IN, IF BLANK) CERTIFICATE(S) EXCHANGE (A)______ - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- TOTAL PRINCIPAL AMOUNT TENDERED - ---------------------------------------------------------------------------------------------
(A) Unless otherwise indicated in this column, any tendering holder will be deemed to have tendered the entire principal amount represented by the Old Notes indicated in the column labeled "Aggregate Principal Amount Represented by Certificate(s)." See Instruction 5. The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be integral multiples of $1,000. - -------------------------------------------------------------------------------- / / CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH. / / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY): Name(s) of Registered Holder(s) ______________________________________ Window Ticket Number (if any) ________________________________________ Date of Execution of Notice of Guaranteed Delivery ___________________ Name of Institution that guaranteed delivery _________________________ - -------------------------------------------------------------------------------- 3 Only registered holders are entitled to tender their Old Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC's system and whose name appears on a security position listing as the record owner of the Old Notes and who wishes to make book-entry delivery of Old Notes as described above must complete and execute a participant's letter (which will be distributed to participants by DTC) instructing DTC's nominee to tender such Old Notes for exchange. Persons who are beneficial owners of Old Notes but are not registered holders and who seek to tender Old Notes should: - contact the registered holder of such Old Notes and instruct such registered holder to tender on his or her behalf; - obtain and include with this Letter of Transmittal, Old Notes properly endorsed for transfer by the registered holder or accompanied by a written instrument of transfer in form satisfactory to the Company from the registered holder, with signatures on the endorsement or written instrument of transfer guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an "eligible institution" that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (each, an "Eligible Institution"); or - effect a record transfer of such Old Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Old Notes prior to the Expiration Date. See the section entitled "The Exchange Offer--Procedures for Tendering Old Notes" in the prospectus. SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the Old Notes indicated above. Subject to, and effective upon, acceptance for purchase of the Old Notes tendered herewith, the undersigned hereby sells, assigns, transfers and exchanges to the Company all right, title and interest in and to all such Old Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as agent of the Company) with respect to such Old Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to: - deliver certificates representing such Old Notes, or transfer ownership of such Old Notes on the account books maintained by DTC, together, in each such case, with all accompanying evidences of transfer and authenticity to the Company; - present and deliver such Old Notes for transfer on the books of the Company; and - receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement. 4 By tendering, each holder of Old Notes represents that the Exchange Notes acquired in the exchange will be obtained in the ordinary course of such holder's business, that such holder has no arrangement with any person to participate in the distribution of such Exchange Notes, that such holder is not an "affiliate" of Toll Brothers, Inc. and its subsidiaries within the meaning of Rule 405 under the Securities Act and that such holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. Any holder of Old Notes who is an affiliate of Toll Brothers, Inc. and its subsidiaries or who tenders Old Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes cannot rely on the position of the staff of the Securities and Exchange Commission (the Commission") enunciated in its series of interpretive "no-action" letters with respect to exchange offers and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer holding Old Notes that were acquired for its own account as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus in connection with the exchange of Old Notes, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Old Notes properly tendered may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. The Exchange Offer is subject to certain conditions, each of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in the prospectus under the caption "The Exchange Offer--Certain Conditions to the Exchange Offer." The undersigned recognizes that as a result of such conditions the Company may not be required to accept for exchange, or to issue Exchange Notes in exchange for, any of the Old Notes properly tendered hereby. In such event, the tendered Old Notes not accepted for exchange will be returned to the undersigned without cost to the undersigned at the address shown below the undersigned's signature(s) unless otherwise indicated under "Special Issuance Instructions" below. Unless otherwise indicated under "Special Issuance Instructions" below, please return any certificates representing Old Notes not tendered or not accepted for exchange in the name(s) of the holder(s) appearing under "Description of Old Notes Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail any certificates representing Old Notes not tendered or not accepted for exchange (and accompanying document, as appropriate) to the address(es) of the holder(s) appearing under "Description of Old Notes Tendered." In the event that both the "Special Issuance Instructions" and the "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Old Notes accepted for exchange in the name(s) of, and return any Old Notes not tendered or not accepted for exchange to, the person or persons so indicated. Unless otherwise indicated under "Special Issuance Instructions," in the case of a book-entry delivery of Old Notes, please credit the account maintained at DTC with any Old Notes not tendered or not accepted for exchange. The undersigned recognizes that the Company does not have any obligation pursuant to the Special Issuance Instructions, to transfer any Old Notes from the name of the holder thereof if the Company does not accept for exchange any of the Old Notes so tendered or if such transfer would not be in compliance with any transfer restrictions applicable to such Old Notes. 5 - -------------------------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 8) To be completed ONLY if (i) Exchange Notes issued for Old Notes, certificates for Old Notes in a principal amount not exchanged for Exchange Notes, or Old Notes (if any) not tendered for exchange are to be issued in the name of someone other than the undersigned, or (ii) Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC other than the account indicated above. Issue to: Name: --------------------------------------------------------------------------- (PLEASE PRINT) Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) Credit Old Notes not exchanged and delivered by book-entry transfer to the DTC account set forth below: - -------------------------------------------------------------------------------- (ACCOUNT NUMBER) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 8) To be completed ONLY if the Exchange Notes issued for Old Notes, certificates for Old Notes in a principal amount not exchanged for Exchange Notes, or Old Notes (if any) not tendered for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above. Mail to: Name: --------------------------------------------------------------------------- (PLEASE PRINT) Address: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) - -------------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGNATURE(S) OF HOLDER(S) OF OLD NOTES Dated: -------------------------------------------------------------------------- (Must be signed by the registered holder(s) of Old Notes exactly as name(s) appear(s) on certificate(s) representing the Old Notes or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by attorney-in- fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.) Capacity (Full Title) ---------------------------------------------------------- - -------------------------------------------------------------------------------- Name(s) ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Address ------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Area Code and Telephone Number ( ) ------------------------------------------ Tax Identification or Social Security Number ------------------------------------ GUARANTEE OF SIGNATURE(S) (IF REQUIRED--SEE INSTRUCTIONS 1 AND 6) Authorized Signature ----------------------------------------------------------- Name --------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Title -------------------------------------------------------------------------- Name of Firm ------------------------------------------------------------------- Address ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number ( ) ------------------------------------------ Dated: -------------------------------------------------------------------------- IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF TRANSMITTAL - -------------------------------------------------------------------------------- 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need not be guaranteed if the Old Notes tendered hereby are tendered: - by the registered holder(s) of Old Notes thereof, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above; or - to the account of a firm that is an Eligible Institution. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. Persons who are beneficial owners of Old Notes but are not the registered holder(s) and who seek to tender Old Notes for exchange should: - contact the registered holder(s) of such Old Notes and instruct such registered holder(s) to tender on such beneficial owner's behalf; - obtain and include with this Letter of Transmittal, Old Notes properly endorsed for transfer by the registered holder or accompanied by a written instrument of transfer in form satisfactory to the Company from the registered holder, with signatures on the endorsement or written instrument of transfer guaranteed by an Eligible Institution; or - effect a record transfer of such Old Notes from the registered holder(s) to such beneficial owner and comply with the requirements applicable to registered holder(s) for tendering Old Notes for exchange prior to the Expiration Date. See Instruction 6. 2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES OR BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by registered holder(s) if certificates representing Old Notes are to be forwarded herewith. All physically delivered Old Notes, as well as a properly completed and duly executed Letters of Transmittal (or manually signed facsimiles thereof) and any other required documents, must be received by the exchange agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC does not constitute delivery to the exchange agent. The method of delivery of this Letter of Transmittal, Old Notes and all other required documents to the exchange agent is at the election and risk of the holder thereof. If such delivery is by mail, it is suggested that holders use properly insured registered mail, return receipt requested, and that the mailing be sufficiently in advance of the Expiration Date, to permit delivery to the exchange agent prior to such date. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the exchange agent. This Letter of Transmittal and Old Notes tendered for exchange should be sent only to the exchange agent, not to the Company. A holder who desires to tender Old Notes for exchange and who cannot comply with the procedures set forth herein for tender on a timely basis or whose Old Notes are not immediately available must comply with the guaranteed delivery procedures described below. If holders desire to tender Old Notes for exchange pursuant to the Exchange Offer and: - time will not permit this Letter of Transmittal, certificates representing Old Notes or other required documents to reach the exchange agent prior to the Expiration Date; or - the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such holder may effect a tender of Old Notes for exchange in accordance with the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer--Procedures for Tendering Old Notes." 8 Pursuant to the guaranteed delivery procedures: (a) such tender must be made by or through an Eligible Institution; (b) prior to the Expiration Date, the exchange agent must have received from such Eligible Institution, at one of the addresses of the exchange agent set forth herein, a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile, mail or hand delivery) substantially in the form provided by the Company setting forth the name(s) and address(es) of the registered holder(s) of such Old Notes, the certificate number(s) and the principal amount of Old Notes being tendered for exchange and stating that the tender is being made thereby and guaranteeing that, within three (3) business days after the Expiration Date, a properly completed and duly executed Letter of Transmittal, or a facsimile thereof, together with certificates representing the Old Notes (or confirmation of book-entry transfer of such Old Notes into the exchange agent's account with DTC and an Agent's Message) and any other documents required by this Letter of Transmittal and the instructions hereto, will be deposited by such Eligible Institution with the exchange agent; and (c) this Letter of Transmittal or a facsimile thereof, properly completed together with duly executed certificates for all physically delivered Old Notes in proper form for transfer (or confirmation of book-entry transfer of such Old Notes into the exchange agent's account with DTC as described above) and all other required documents must be received by the exchange agent within three (3) business days after the date of the Notice of Guaranteed Delivery. All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Old Notes for exchange. 3. INADEQUATE SPACE. If the space provided in the box entitled "Description of Old Notes Tendered" above is inadequate, the certificate numbers and principal amounts of Old Notes tendered should be listed on a separate signed schedule affixed hereto. 4. WITHDRAWAL OF TENDERS. For a withdrawal to be effective, a written notice of withdrawal sent by telex, facsimile transmission, or letter must be received by the exchange agent at the address set forth on the cover of this Letter of Transmittal before the Expiration Date. To be effective, a notice of withdrawal must: - specify the name of the person having tendered the Old Notes to be withdrawn (the "Depositor"); - identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes); - include a statement that such holder is withdrawing his election to have such Old Notes exchanged; - be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered or as otherwise described above (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture register the transfer of such Old Notes into the name of the person withdrawing the tender; and - specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. The exchange agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility. All questions as to the validity of notices of withdrawals, including, time of receipt, will be determined by the Company and such determination will be final and binding on all parties. 9 Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer--Procedures for Tendering Old Notes" in the prospectus at any time prior to the Expiration Date. 5. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY BOOK-ENTRY TRANSFER). Tenders of Old Notes will be accepted only in integral multiples of $1,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Old Notes, fill in the principal amount of Old Notes which are tendered for exchange in column (4) of the box entitled "Description of Old Notes Tendered," as more fully described in the footnote thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Old Notes, will be sent to the holders of Old Notes unless otherwise indicated in the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions" above, as soon as practicable after the expiration or termination of the Exchange Offer. 6. SIGNATURES ON THIS LETTER OF TRANSMITTAL; INSTRUMENTS OF TRANSFER AND ENDORSEMENTS. If this Letter of Transmittal is signed by the holder(s) of the Old Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are names in which certificates are held. If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of its authority so to act must be submitted, unless waived by the Company. If this Letter of Transmittal is signed by the holder(s) of the Old Notes listed and transmitted hereby, no endorsements of certificates or instruments of transfer are required unless certificates for Old Notes not tendered or not accepted for exchange are to be issued or returned in the name of a person other than for the holder(s) thereof. Signatures on such certificates must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution). If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes, the certificates representing such Old Notes must be properly endorsed for transfer by the registered holder or be accompanied by a written instrument of transfer in form satisfactory to the Company from the registered holder, in either case signed by such registered holder(s) exactly as the name(s) of the registered holder(s) the Old Notes appear(s) on the certificates. Signatures on the endorsement or written instrument of transfer must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution). 7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Company will pay or cause to be paid any transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer. However, the transfer taxes will be payable by the tendering holder if: o certificates representing Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered; or o tendered Old Notes are registered in the name of any person other than the person signing the Letter of Transmittal; or 10 o a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. 8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Exchange Notes are to be issued or if any Old Notes not tendered or not accepted for exchange are to be issued or sent to a person other than the person(s) signing this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Old Notes tendering Old Notes by book-entry transfer may request that Old Notes not accepted for exchange be credited to such account maintained at DTC as such holder may designate. 9. IRREGULARITIES. All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Old Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding. Alternative, conditional or contingent tenders will not be considered valid. The Company reserves the absolute right to reject any or all tenders of Old Notes that are not in proper form or the acceptance of which would, in the Company's opinion, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Company's interpretations of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Old Notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of Old Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company, the exchange agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Old Notes, or will incur any liability to registered holders of Old Notes for failure to give such notice. 10. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the Company reserves the right to waive any and all conditions to the Exchange Offer as described under "The Exchange Offer--Certain Conditions to the Exchange Offer" in the prospectus, and accept for exchange any Old Notes tendered. 11. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax law generally requires that a holder of Old Notes whose tendered Old Notes are accepted for exchange or such holder's assignee (in either case, the "Payee"), provide the exchange agent (the "Payor") with such Payee's correct Taxpayer Identification Number ("TIN"), which, in the case of a Payee who is an individual, is such Payee's social security number. If the Payor is not provided with the correct TIN or an adequate basis for an exemption, such Payee may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the gross proceeds received pursuant to the Exchange Offer. If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each Payee must provide such Payee's correct TIN by completing the "Substitute Form W-9" set forth herein, certifying that the TIN provided is correct (or that such Payee is awaiting a TIN) and that: - the Payee is exempt from backup withholding; - the Payee has not been notified by the Internal Revenue Service that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends; or - the Internal Revenue Service has notified the Payee that such Payee is no longer subject to backup withholding. If the Payee does not have a TIN, such Payee should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the Payee does not provide such Payee's TIN to the Payor within 60 days, backup withholding will begin and continue until such Payee furnishes such Payee's TIN to the Payor. NOTE: Writing "Applied For" on the form means that the Payee has already applied for a TIN or that such Payee intends to apply for one in the near future. 11 If Old Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report. Exempt Payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt" in Part 2 of such form and sign and date the form. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8, "Certificate of Foreign Status," signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Payor. 12. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder of Old Notes whose Old Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions. 13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or for additional copies of the prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the exchange agent at its address set forth on the cover of this Letter of Transmittal. IMPORTANT--THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR TENDERED OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS, WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. PAYOR'S NAME: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION SUBSTITUTE Part 1 - PLEASE TIN ____________________________ FORM W-9 PROVIDE YOUR TIN IN (SOCIAL SECURITY NUMBER OR THE BOX AT RIGHT AND EMPLOYER IDENTIFICATION NUMBER) Department of CERTIFY BY SIGNING the Treasury AND DATING BELOW Internal Revenue Service Part 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING Payor's Request PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS) for Taxpayer Identification Part 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY Number ("TIN") THAT and Certification (1)The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and (2)I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding. THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITHHOLDING SIGNATURE ___________________ DATE ___________ You must cross out item (2) of Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART 1 OF THE SUBSTITUTE FORM W-9 - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND THAT I MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATIVE OFFICE (OR I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE). I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER TO THE PAYOR WITHIN 60 DAYS, THE PAYOR IS REQUIRED TO WITHHOLD 28 PERCENT OF ALL CASH PAYMENTS MADE TO ME THEREAFTER UNTIL I PROVIDE A NUMBER. Signature ______________________ Date ____________ - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHOLDING OF 28 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 13 EX-99 26 ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 FORM OF NOTICE OF GUARANTEED DELIVERY WITH RESPECT TO TENDER OF ANY AND ALL OUTSTANDING 4.95% SENIOR NOTES DUE 2014 IN EXCHANGE FOR 4.95% SENIOR NOTES DUE 2014 OF TOLL BROTHERS FINANCE CORP. PURSUANT TO THE PROSPECTUS DATED ___________, 2004 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ____________, 2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- THE EXCHANGE AGENT IS: J.P. Morgan Trust Company, National Association BY REGISTERED OR TO CONFIRM BY TELEPHONE BY HAND OR CERTIFIED MAIL: OR FOR INFORMATION CALL OVERNIGHT DELIVERY: J.P. Morgan Institutional (313) 225-3189 J.P. Morgan Institutional Trust Services Trust Services 2001 Bryan Street, 2001 Bryan Street, 9th Floor 9th Floor Dallas, Texas 75201 Dallas, Texas 75201 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. As set forth in the prospectus dated ___________, 2004 of Toll Brothers Finance Corp. (the "Company") and in the accompanying Letter of Transmittal and instructions thereto (the "Letter of Transmittal"), this form or one substantially equivalent hereto must be used to accept the Company's offer (the "Exchange Offer") to exchange new 4.95% Senior Notes due 2014 ("Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for all of its outstanding 4.95% Senior Notes due 2014 (the "Old Notes") if the Letter of Transmittal or any other documents required thereby cannot be delivered to the exchange agent, or Old Notes cannot be delivered or if the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution (as defined in the prospectus) by mail or hand delivery or transmitted, via facsimile, to the exchange agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the prospectus. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the prospectus and the related Letter of Transmittal (receipt of which is hereby acknowledged), the principal amount of Old Notes specified below pursuant to the guaranteed delivery procedures set forth in the prospectus and in Instruction 2 of the Letter of Transmittal. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal. The undersigned understands that tenders of Old Notes may be withdrawn if the exchange agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, not later than 5:00 p.m., New York City time on the Expiration Date, a facsimile transmission or letter setting forth the name of the holder, the aggregate principal amount of Old Notes the holder delivered for exchange, the certificate number(s) (if any) of the Old Notes and a statement that such holder is withdrawing his election to have such Old Notes or any portion thereof exchanged, in accordance with the procedures set forth in the prospectus. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. PLEASE SIGN AND COMPLETE
- ------------------------------------------------------------------------------------------------------ Signature(s) of registered holder(s) or Date: _________________________________ Authorized Signatory: Address _______________________________ ______________________________________ Area Code and Telephone No.____________ Name(s) of registered holder(s):______ If Old Notes will be delivered by ______________________________________ book-entry transfer, check trust company ______________________________________ below: Principal Amount of Old Notes Tendered: / / The Depository Trust Company ______________________________________ ______________________________________ ______________________________________ Certificate No.(s) of Old Notes (if Depository Account No._________________ available) ______________________________________ ______________________________________ ______________________________________ - ------------------------------------------------------------------------------------------------------
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL. - -------------------------------------------------------------------------------- This Notice of Guaranteed Delivery must be signed by the registered holder(s) of the Old Notes exactly as their name(s) appear on certificate(s) for the Old Notes or, if tendered by a participant in one of the book-entry transfer facilities, exactly as such participant's name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If the signature above is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information: PLEASE PRINT NAME(S) AND ADDRESS(ES) Name(s): _______________________________________________________________________ ________________________________________________________________________________ Capacity: ______________________________________________________________________ Address(es): ___________________________________________________________________ ________________________________________________________________________________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"), hereby (i) represents that the above-named persons are deemed to own the Old Notes tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that such tender of Old Notes complies with Rule 14e-4 and (iii) guarantees that the Old Notes tendered hereby in proper form for transfer or confirmation of book-entry transfer of such Old Notes into the exchange agent's account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal, will be received by the exchange agent at its address set forth above within three business days after the date of execution hereof. The Eligible Institution that completes this form must communicate the guarantee to the exchange agent and must deliver the Letter of Transmittal and Old Notes to the exchange agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: ________________________________________________ ______________________________________________________________ Authorized Signature: ________________________________________ Title: _______________________________________________________ Address: _____________________________________________________ ______________________________________________________________ (Zip Code) Area Code and Telephone Number: ______________________________ - -------------------------------------------------------------------------------- EX-99 27 ex99-3.txt EXHIBIT 99.3 EXHIBIT 99.3 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER--Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the type of number to give the payer.
GIVE THE GIVE THE EMPLOYER FOR THIS TYPE OF SOCIAL SECURITY FOR THIS TYPE OF IDENTIFICATION ACCOUNT: NUMBER OF-- ACCOUNT: NUMBER OF-- - ---------------- --------------- ---------------- ------------------ 1. An individual's The individual 8. Sole proprietorship The owner (4) account account 2. Two or more The actual owner 9. A valid trust, The legal entity individuals of the account or, estate, or (Do not furnish the identifying (joint account) if combined funds, pension trust number of the personal any one of the representative or trustee individuals (1) unless the legal entity itself is not designated in the account title) (5) 3. Husband and wife The actual owner 10. Corporate account The corporation (joint account) of the account or, if joint funds, either person (1) 4. Custodian account The minor (2) 11. Religious, The organization minor (Uniform charitable,or Gift to educational educational Minors Act) organization account 5. Adult and minor The adult or, if 12. Partnership The partnership (joint account) the minor is the account held in only contributor, in the name of the the minor (1) business 6. Account in the The ward, minor, 13. Association, club, The organization guardian or for or incompetent(3) other tax-exempt a designated organization ward, minor, or incompetent person 7.a. The usual The grantor 14. A broker or A broker or revocable -trustee registered nominee trust account nominee (grantor is also trustee)
b. So-called The actual 15. Account with The public entity account that owner (1) Department of is not a legal Agriculture in or valid in the name of a trust under public entity State law (such as a State or local government school district, or prison) that receives agricultural program payments
- -------------- (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) You must show your individual name, but you may also enter your business or "doing business" name. You may use either your Social Security Number or Employer Identification Number. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments by brokers include the following: - A corporation. - A financial institution. - An organization exempt from a tax under Section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(F)(2). - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under Section 584(a). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. - A futures commission merchant registered with the Commodity Futures Trading Commission. - A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under Section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under Section 852). - Payments described in Section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under Section 1451. - Payments made by certain foreign corporations. - Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Section 6041, 6041(A)(a), 6045, and 6050A. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1993, payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.- If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.- If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary. (3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.- If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.- Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99 28 ex99-4.txt EXHIBIT 99.4 EXHIBIT 99.4 FORM OF LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 4.95% SENIOR NOTES DUE 2014 FOR 4.95% SENIOR NOTES DUE 2014 OF TOLL BROTHERS FINANCE CORP. PURSUANT TO THE PROSPECTUS DATED ___________, 2004 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______________, 2004 UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- ________________, 2004 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by Toll Brothers Finance Corp. (the "Company"), to act as exchange agent in connection with its offer (the "Exchange Offer") to exchange new 4.95% Senior Notes due 2014 ("Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for all of its outstanding 4.95% Senior Notes due 2014 (the "Old Notes"), upon the terms and subject to the conditions set forth in the prospectus dated __________, 2004 and in the accompanying Letter of Transmittal (the "Letter of Transmittal") which together constitute the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the prospectus. Enclosed herewith are copies of the following documents: 1. The prospectus dated ________________, 2004; 2. The Letter of Transmittal for your use and for the information of your clients, together with guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup Federal income tax withholding; 3. The Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Old Notes and all other required documents cannot be delivered to the exchange agent prior to the Expiration Date; 4. A form of letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of a nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer; and 5. A return envelope addressed to the exchange agent. DTC Participants will be able to execute tenders and deliver consents through the DTC Automated Tender Offer Program. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _____________, 2004, UNLESS EXTENDED BY THE COMPANY. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients. Additional copies of the enclosed materials may be obtained from the exchange agent, at the address and telephone numbers set forth on the front of the Letter of Transmittal. Very truly yours, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION -------------------------- NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER NOT CONTAINED IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL. EX-99 29 ex99-5.txt EXHIBIT 99.5 EXHIBIT 99.5 FORM OF LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 4.95% SENIOR NOTES DUE 2014 FOR 4.95% SENIOR NOTES DUE 2014 OF TOLL BROTHERS FINANCE CORP. PURSUANT TO THE PROSPECTUS DATED ________, 2004 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________, 2004 UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- ______________, 2004 To Our Clients: Enclosed for your consideration is the prospectus dated __________, 2004 and the accompanying Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Toll Brothers Finance Corp. (the "Company"), to exchange new 4.95% Senior Notes due 2014 ("Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for all of its outstanding 4.95% Senior Notes due 2014 (the "Old Notes"), upon the terms and subject to the conditions set forth in the prospectus. The prospectus and the Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the prospectus. To participate in the Exchange Offer, persons in whose names Old Notes are registered on the books of the registrar ("Registered Holders") must either: - cause to be delivered to J.P. Morgan Trust Company, National Association (the "Exchange Agent"), at the address set forth in the Letter of Transmittal, Old Notes in proper form for transfer, together with a properly executed Letter of Transmittal; or - cause a DTC Participant to tender such holder's Old Notes to the Exchange Agent's account maintained at the Depository Trust Company ("DTC") for the benefit of the Exchange Agent through the DTC's Automated Tender Offer Program ("ATOP"), including transmission of an agent's message in which the Registered Holder acknowledges and agrees to be bound by the terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with respect to the Exchange Offer, the DTC Participant confirms on behalf of itself and the beneficial owners of tendered Old Notes all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it completed, executed and returned the Letter of Transmittal to the Exchange Agent. We are the holder of Old Notes held for your account. A TENDER OF SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE HOLDER FOR YOUR ACCOUNT AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER OLD NOTES. 1 We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account, pursuant to the terms and subject to the conditions set forth in the prospectus and the Letter of Transmittal. Your instructions to us should be forwarded as promptly as possible in order to permit us to tender your Old Notes on your behalf in accordance with the provisions of the prospectus and the Letter of Transmittal. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________, 2004, UNLESS EXTENDED BY THE COMPANY. Old Notes properly tendered may be withdrawn at any time prior to the Expiration Date. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. Pursuant to the Letter of Transmittal, each holder of Old Notes must represent to the Company that: - the Exchange Notes to be acquired by such holder pursuant to the Exchange Offer are being acquired in the ordinary course of business of the holder; - such holder is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes; - such holder is not an "affiliate," as defined under Rule 405 of the Securities Act, of Toll Brothers, Inc. and its subsidiaries; - such holder acknowledges that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or who tenders Old Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its series of interpretive "no-action" letters with respect to exchange offers; - if the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, it must represent that the Old Notes to be exchanged for Exchange Notes were acquired as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; and - if the holder is not a broker-dealer, it must represent that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. The enclosed "Instruction to Registered Holder or DTC Participant from Beneficial Owner" form contains an authorization by you, as the beneficial owner of Old Notes, for us to make the foregoing representations on your behalf. We urge you to read the enclosed Letter of Transmittal in conjunction with the Exchange Offer carefully before instructing us to tender your Old Notes. 2 Your attention is directed to the following: 1. The Exchange Offer is described in and subject to the terms and conditions set forth in the prospectus dated ______________, 2004. 2. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange on the Expiration Date all Old Notes properly tendered and will issue Exchange Notes promptly after such acceptance. 3. If you desire to tender any Old Notes pursuant to the Exchange Offer, we must receive your instructions in ample time to permit us to effect a tender of the Old Notes on your behalf prior to the Expiration Date. 4. Any brokerage fees, commissions or transfer taxes will be borne by the Company, except as otherwise provided in Instruction 7 of the Letter of Transmittal. If you wish to tender any or all of the Old Notes held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form attached hereto. If you authorize the tender of your Old Notes, all such Old Notes will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf on or prior to the Expiration Date. The specimen Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account. The Company is not aware of any jurisdiction in which the making of the Exchange Offer or the tender of Old Notes in connection therewith would not be in compliance with the laws of such jurisdiction. If the Company becomes aware of any jurisdiction in which the making of the Exchange Offer would not be in compliance with such laws, the Company will make a good faith effort to comply with any such laws or seek to have such laws declared inapplicable to the Exchange Offer. If, after such good faith effort, the Company cannot comply with any such laws, the Exchange Offer will not be made to the Registered Holders residing in such jurisdiction. 3 INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF 4.95% SENIOR NOTES DUE 2014 OF TOLL BROTHERS FINANCE CORP. The undersigned hereby acknowledges receipt of the prospectus dated __________, 2004 of Toll Brothers Finance Corp. (the "Company") and the accompanying Letter of Transmittal, that together constitute the Company's offer (the "Exchange Offer"). This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the 4.95% Senior Notes due 2014 (the "Old Notes") held by you for the account of the undersigned, on the terms and subject to the conditions in the prospectus and Letter of Transmittal. The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in the amount): $______________ of the Old Notes. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): / / To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any): $______________ of the Old Notes. / / NOT to TENDER any Old Notes held by you for the account of the undersigned. If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized: - to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that: - the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned; - the undersigned is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes; - the undersigned is not an "affiliate," as defined under Rule 405 of the Securities Act of 1933, as amended (the "Securities Act"), of Toll Brothers, Inc. and its subsidiaries; - the undersigned acknowledges that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its series of interpretative no-action letters with respect to exchange offers; 4 - if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; and' - if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes; and - to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and - to take such other action as necessary under the prospectus or the Letter of Transmittal to effect the valid tender of Old Notes. SIGN HERE - -------------------------------------------------------------------------------- Name of Beneficial Owner(s):____________________________________________________ ________________________________________________________________________________ Signature(s):___________________________________________________________________ Name(s) (please print):_________________________________________________________ ________________________________________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ Telephone Number(s):____________________________________________________________ ________________________________________________________________________________ Taxpayer Identification or Social Security Number(s):___________________________ ________________________________________________________________________________ Date: __________________________________________________________________________ - -------------------------------------------------------------------------------- 5 EX-99 30 ex99-6.txt EXHIBIT 99.6 Execution Copy Exhibit 96.6 EXCHANGE AGENT AGREEMENT THIS EXCHANGE AGENT AGREEMENT (this "Agreement") is made and entered into as of ______________, 2004, between Toll Brothers, Finance Corp., (the "Issuer"), J.P. Morgan Trust Company, National Association, a national banking association incorporated and existing under the laws of the United States of America, as exchange agent (the "Exchange Agent"). BACKGROUND The Issuer is making an offer to exchange, upon the terms and subject to the conditions set forth in the Issuer's Official Statement for Exchange Offer (the "Official Statement") and the corresponding letter of transmittal (the "Letter of Transmittal") (which together with the Official Statement constitutes the "Exchange Offer"), the Issuer's outstanding 4.95% Senior Notes due 2014 (CUSIP No.88947E AD 2) (the "Outstanding Notes") for its 4.95% Senior Notes due 2014 (CUSIP No. 88947E AE 0) (the "Exchange Notes" and, together with the Outstanding Notes, the "Securities"). The Exchange Offer will commence upon the Issuer's providing written notice of such commencement to the Exchange Agent. The Exchange Offer shall terminate on the date described under the terms set forth in the Official Statement (the "Exchange Offer Expiration Date"), unless the Exchange Offer is extended by the Issuer, notifies the Exchange Agent of such extension by 5:00 p.m., New York City time, on the previous Exchange Offer Expiration Date, in which case, the term Exchange Offer Expiration Date shall mean the latest date and time to which the Exchange Offer is extended. In connection therewith, the undersigned parties hereby agree as follows: 1. Appointment and Duties as Exchange Agent. The Issuer hereby authorizes the Exchange Agent, to act as the exchange agent in connection with the Exchange Offer, and the Exchange Agent hereby agrees to act as the exchange agent and to perform the services outlined herein in connection with the Exchange Offer on the terms and conditions contained herein. 2. ATOP Registration. As soon as practicable, the Exchange Agent shall establish an account with The Depository Trust Company ("DTC") in its name to facilitate book-entry tenders of Outstanding Bonds through DTC's Automated Tender Offer Program ("ATOP") for the Exchange Offer. 3. Receipt of Letters of Transmittal and Related Items. From and after the commencement of the Exchange Offer, the Exchange Agent is hereby authorized and directed to accept (a) Letters of Transmittal, duly executed in accordance with the instructions thereto (or a manually signed facsimile thereof), and any requisite collateral documents from holders of the Outstanding Bonds and (b) surrendered Outstanding Notes to which such Letters of Transmittal relate. The Exchange Agent is authorized to request from any person tendering Outstanding Notes such additional documents as the Exchange Agent or the Issuer deems appropriate. The Exchange Agent is hereby authorized and directed to process withdrawals of tenders to the extent withdrawal thereof is authorized by the Exchange Offer. 4. Defective or Deficient Outstanding Bonds and Instruments. A. As soon as practicable after receipt, the Exchange Agent will examine instructions transmitted by DTC ("DTC Transmissions"), Letters of Transmittal and other documents received by the Exchange Agent in connection with the Exchange Offer to ascertain whether (I) Letters of Transmittal are completed and executed in accordance with the instructions set forth therein (or that the DTC Transmissions contain the proper information required to be set forth therein), (ii) that book-entry confirmations are in due and proper form and contain the information required to be set forth therein). B. If any DTC Transmissions are not in due and proper form or omit required information or if some other irregularity in connection with any tender of any Outstanding Notes exists, the Exchange Agent shall promptly report such information to the holder. If such condition is not promptly remedied by the holder of the Outstanding Notes, the Exchange Agent shall report such condition to the Issuer. All questions as to the validity, form, eligibility (including timeliness of receipt), acceptance and withdrawal of any Outstanding Notes tendered shall be determined by the Issuer. C. The Issuer, reserves the absolute right (i) to reject any or all tenders of any particular Outstanding Notes not to be in proper form or the acceptance or exchange of which may, in the opinion of the Issuer's counsel, be unlawful and (ii) to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any particular Outstanding Notes, and the Issuer's interpretation of the terms and conditions of the Exchange Offer ( including the Letter of Transmittal and the instructions set forth therein) will be final and binding. 5. Requirements of Tenders. A. Tenders of Outstanding Notes shall be made only as set forth in the Letter of Transmittal, and shall be considered properly tendered only when tendered in accordance therewith. Notwithstanding the provisions of this paragraph, any Outstanding Note that the Issuer's President, Chief Financial Officer or General Counsel (the "Authorized Representatives"), or any other person designated by the Issuer shall approve as having been properly tendered shall be considered to be properly tendered. 6. Exchange of the Outstanding Bonds. A. Promptly after the commencement of the Exchange Offer, the Issuer will deliver the form of the Exchange Notes to the Exchange Agent. Upon the Exchange Offer Expiration Date, the Exchange Agent is hereby directed to deliver or cause to be delivered promptly Exchange Notes to the holders that properly tendered Outstanding Notes in accordance with the terms set forth in the Exchange Offer. 2 B. Notwithstanding any other provision of this Agreement, issuance of the Exchange Notes for accepted Outstanding Notes pursuant to the Exchange Offer shall be made only after deposit with the Exchange Agent of the Outstanding Notes, the Letter of Transmittal and any other required documents. 7. Reports to the Company. a) The Exchange Agent shall notify the Company, by facsimile or electronic communication, of the principal amount of the Outstanding Notes which have been duly tendered as requested by the Company until the Exchange Offer Expiration Date. b) The Exchange Agent shall furnish to the Issuer any additional reasonable information with respect to the tender of Outstanding Notes as may be reasonably requested from time to time. 8. Record Keeping. Each Letter of Transmittal or Outstanding Note tendered by book-entry delivery, such form of record keeping of receipt as is customary for tenders through ATOP and any other documents received by the Exchange Agent in connection with the Exchange Offer shall be stamped by the Exchange Agent to show the date of receipt and, if defective, the date and time the last defect was cured or waived by the Issuer, upon the direction of the Issuer. The Exchange Agent shall retain all Outstanding Notes and Letters of Transmittal and other related documents or correspondence received by the Exchange Agent until the Exchange Offer Expiration Date. Except as otherwise set forth in this Agreement, the Exchange Agent shall return all such material to the Issuer or its designee as soon as practicable after the Exchange Offer Expiration Date. 9. Discrepancies or Questions. Any discrepancies or questions regarding any the Exchange Offer or any other documents received by the Exchange Agent in connection with the Exchange Offer shall be referred to the Issuer and the Exchange Agent shall have no further duty with respect to such matter; provided that the Exchange Agent shall cooperate with the Issuer in attempting to resolve such discrepancies or questions. 10. Requests for Information. The Exchange Agent shall take such action as may from time to time be reasonably requested by the Issuer or its counsel (and such other action as the Exchange Agent may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guarantee Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Issuer, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Issuer will furnish the Exchange Agent with copies of such documents at the Exchange Agent's request. All other requests for information relating to the Exchange Offer shall be directed to the Issuer, Attention: Joseph R. Sicree, Chief Accounting Officer. 3 Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to the duties, liabilities and indemnification of the Exchange Agent as exchange agent, which shall be controlled by this Agreement. 11. Tax Matters. Any questions with respect to any tax matters relating to the Exchange Offer shall be referred to the Issuer, and the Exchange Agent shall have no duty with respect to such matter. 12. Reports. Within two (2) business days after the Exchange Offer Expiration Date, the Exchange Agent shall furnish the Issuer a final report showing the disposition of the Exchange Notes. 13. Fees and Expenses. The Issuer will pay the Exchange Agent its fees plus expenses, as set forth in Exhibit A. 14. Concerning the Exchange Agent. A. As exchange agent hereunder, the Exchange Agent: 1. shall have no duties or obligations other than those specifically set forth in this Agreement, or as may subsequently be agreed to in writing by the Exchange Agent and the Issuer; 2. shall not be obligated to take any action hereunder which may, in the judgment of the Exchange Agent, involve any expense or liability to the Exchange Agent unless it shall have been furnished with reasonable indemnity against such expense or liability from the Issuer; 3. may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, instruction, letter, telegram or other document, or any security, delivered to the Exchange Agent and in good faith believed by the Exchange Agent to be genuine and to have been signed by the proper party or parties and the Exchange Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document; 4. may rely on and shall be protected in acting upon the written or oral instructions of the Issuer and the Authorized Representatives or the Issuer's outside counsel with respect to any matter relating to the Exchange Agent's actions specifically covered by this Agreement; 5. shall not be liable for any claim, loss, liability or expense, incurred without the Exchange Agent's negligence or willful misconduct, arising out of or in connection with the administration of the Exchange Agent's duties hereunder; and 6. may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it and the Exchange Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice and opinion of any such counsel, accountants or other skilled persons. 4 B. Notwithstanding any other provision in this Section, the Exchange Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no duties shall be implied. The Exchange Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Exchange Agent shall have no duty to solicit any payments which may be due it. The Exchange Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines the Exchange Agent's negligence or willful misconduct was the primary cause of any loss to the Issuer. In the event that the Exchange Agent shall be uncertain as to its duties or rights under this Agreement or shall receive instructions, claims or demands from the Issuer which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held under the terms of this Agreement until it shall be directed otherwise in writing by the Issuer or any Authorized Representative or by a final order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Exchange Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 15. Future Instruction. The Exchange Agent may rely and act on any instructions from the Authorized Representatives with respect to all matters pertaining to this Agreement and the transactions contemplated hereby. Any material instructions given to the Exchange Agent orally by any Authorized Representative shall be confirmed in writing by such Authorized Representative as soon as practicable. The Exchange Agent shall not be liable or responsible and shall be fully authorized and protected from acting, or failing to act, in accordance with any material oral instructions which do not conform with the written confirmation received in accordance with this section. 16. Indemnification. A. The Issuer shall indemnify, defend and hold the Exchange Agent and the Issuer and their respective directors, council members, officers, employees and agents (collectively, the "Indemnified Persons") harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim (collectively, "Losses"), that may be imposed on, incurred by, or asserted against, any Indemnified Person for or in respect of the Exchange Agent's (1) execution and delivery of this Agreement, (2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Exchange Agent is authorized to rely pursuant to the terms of this Agreement and (3) performance under this Agreement, except to the extent that the Loss resulted from such Indemnified Person's negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement and the resignation or removal of the Exchange Agent for any reason. The Exchange Agent shall notify the Issuer in writing of any written asserted claim against any Indemnified Person or of any other action commenced against any Indemnified Person, reasonably promptly after the Indemnified Person shall have received any such written assertion or shall have been served with a summons in connection therewith. The Issuer shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Issuer so elects, the Issuer may assume the defense of any pending or threatened action against the Indemnified Person in respect of which indemnification may be sought hereunder; provided that the Issuer shall not be entitled to assume the defense of any such action if the named parties to such action include both the Issuer and any Indemnified Party and representation of both parties by the same legal counsel would, in the written opinion of counsel for the Indemnified Person, be inappropriate due to actual or potential conflicting interests between them; and further provided that in the event the Company shall assume the defense of any such suit, and such defense is reasonably satisfactory to the Indemnified Person, the Company shall not therewith be liable for the fees and expenses of any counsel retained by the Indemnified Person. 5 B. Each Indemnified Person agrees that, without the prior written consent of the Issuer (which consent shall not be unreasonably withheld), it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought in accordance with the indemnification provision of this Agreement (whether or not any Indemnified Persons is an actual or potential party to such claim, action or proceeding). 17. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York. 18. Notices. Notices or other communications pursuant to this Agreement shall be delivered by facsimile transmission, reliable overnight courier or by first-class mail, postage prepaid, addressed as follows: 6 To the Issuer at: Toll Brothers Finance Corp. 3103 Philmont Ave Huntingdon Valley, PA 19006-4298 Attention: Chief Accounting Officer Telephone: 215 938 8045 Fax: 215 938 8422 With a copy to: Wolf, Block, Schoor and Solis-Cohen LLP 1650 Arch Street Philadelphia, PA 19103-2097 Attention: Mark Kessler, Esquire Telephone: 215 977 2576 Fax: 215 405 2576 Or to the Exchange J.P. Morgan Trust Company, National Association Agent at: Institutional Trust Services 611 Woodward Avenue Detroit, MI 48226 Fax: 313-225-3420 Telephone: 313-225-3189 With a copy to: J.P. Morgan Trust Company, National Association Attn: Frank Ivins 2001 Bryan Street - 9th Floor Dallas, TX 75201 Telephone: 800-275-2048 (Investor Relations) Or to such address as either party shall provide by notice to the other party. 19. Change of Exchange Agent. The Exchange Agent may resign from its duties under this Agreement by giving to the Issuer thirty days prior written notice. If the Exchange Agent resigns or becomes incapable of acting as the exchange agent and the Issuer, fails to appoint a new exchange agent within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Exchange Agent, the Issuer shall appoint a successor exchange agent or assume all of the duties and responsibilities of exchange agent. Any successor exchange agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as the exchange agent without any further act or deed; but the Exchange Agent shall deliver and transfer to the successor exchange agent any Property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for such purpose. 7 20. Miscellaneous. Except as otherwise provided by this Agreement, none of the parties may transfer or assign their rights or responsibilities under this Agreement without the written consent of the other parties hereto; provided, however, that the Exchange Agent may transfer and assign its rights and responsibilities hereunder to any of its affiliates otherwise eligible to act as the Exchange Agent. This Agreement may be amended only in writing signed by all of the parties. 26. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefits or remedy of any nature whatsoever under or by reason of this Agreement. Without limitation to the foregoing, the parties hereto expressly agree that no Holder or holder of Notes shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. [The signature page follows.] 8 IN WITNESS WHEREOF, the Issuer and the Exchange Agent have caused this Agreement to be signed by their respective officers thereunto authorized as of the date first written above. TOLL BROTHERS FINANCE CORP. By: ______________________________ Name: Joseph R. Sicree Title: Vice President, Chief Accounting officer J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION By: ______________________________ Name: Nan L. Packard Title: Assistant Vice President Exhibit A Schedule of Fees One Time Fee $150 per letter of transmittal, mailed or processed, including electronic processing, subject to a $5,000 minimum. -----END PRIVACY-ENHANCED MESSAGE-----