SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT is dated as of July 11, 1994 (the
"Amendment"), and is made by and among FIRST HUNTINGDON FINANCE CORP., a Delaware
corporation (the "Borrower"), TOLL BROTHERS, INC., a Delaware corporation ("Company") and the other
Guarantors which are parties to the Agreement (as defined below) (the Company and such other Guarantors are
referred to collectively as the "Guarantors"), the banks listed on the signature lines hereto (the "Banks"), and PNC
BANK, NATIONAL ASSOCIATION, as agent for the Banks (the "Agent").
WHEREAS, the Borrower, the Company, the Banks and the Guarantors are parties to that certain Revolving
Credit Agreement dated as of November 1, 1993 (as the same has been amended, the "Agreement");
WHEREAS, defined terms used herein shall have the meanings given to them in the Agreement;
WHEREAS, the parties hereto desire to make certain changes to the Credit Agreement including the following:
A. extension of the Expiration Date to November 1, 1997.
B. reduction of the interest rates under Section 3.01(a) applicable to the Loans as more fully set forth herein; and
C. creation of two new interest rate options pursuant to which Borrower may request either: (i) a 3-year fixed
rate term loan in the amount of at least $25 million but no more than $30 million which shall bear interest by
reference to yields on United States Treasury securities plus 1.45% per annum as more fully set forth herein, or
(ii) a 3-year term loan in the amount of at least $25 million but no more than $30 million which shall bear interest
at 1.25% per annum over the Euro-Rate established for thirty-six (36) consecutive 1-month periods as more fully
set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter
set forth and intending to be legally bound hereby, covenant and agree as follows:
1. Amendment and Restatement. Articles I through XI of the Credit Agreement