Toll Brothers Finance Corp.
6.875% Senior Notes Due 2012
Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of Its Subsidiaries
New York, New York
November 15, 2002
Salomon Smith Barney Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
As Representatives of the Initial Purchasers c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Toll Brothers Finance Corp. a corporation organized under the laws of Delaware (the "Issuer"), proposes to
issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $300,000,000 principal amount of its 6.875% Senior Notes
Due November 15, 2012 (the "Notes"). The Notes are to be issued under an indenture (the "Indenture") dated
as of November 15, 2002 among the Issuer, the guarantors named therein (the "Guarantors"), including Toll
Brothers, Inc. (the "Company"), and Bank One Trust Company, NA, as trustee (the "Trustee"). The Notes are,
and the notes exchanged therefor pursuant to the Registration Rights Agreement (as defined herein) will be, fully
and unconditionally guaranteed (the "Guarantees," and together with the Notes, the "Securities")) by the
Guarantors to be named in the Indenture. The Securities will have the benefit of a registration rights agreement
(the "Registration Rights Agreement") dated as of November 22, 2002 among the Issuer, the Company and the
Initial Purchasers, pursuant to which the Company has agreed to register the Securities under the Act subject to
the terms and conditions specified in the Registration Rights Agreement. The use of the neuter in this Agreement
shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section
The sale of the Securities to the Initial Purchasers will be made without registration of the Securities under