Exchange Offer AgreementExchange Offer Agreement • February 3rd, 2012 • Toll Brothers Inc • Operative builders • New York
This letter agreement (this “Agreement”) by and between D.F. King & Co., Inc., a Delaware corporation (“King”), and Toll Brothers Finance Corp., a Delaware corporation (the “Company”), sets forth the terms and conditions of the engagement of King by the Company, in connection with the proposed offer (the “Exchange Offer”) by the Company to exchange any and all of its 2012 Notes and 2013 Notes (the “Old Notes”) from the holders thereof (the “Holders”) for its 2022 Notes (the “New Notes”). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Exchange Offer (the “Term”). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Offering Circular.
