Loans Payable, Senior Notes and Mortgage Company Loan Facility

Loans Payable

At July 31, 2014 and October 31, 2013, loans payable consisted of the following (amounts in thousands):



	July 31, 2014		October 31, 2013
Senior unsecured term loan	$	485,000
Loans payable - other	151,126		$	107,222
	$	636,126	$	107,222

Credit Facility

On August 1, 2013, we entered into a $1.035 billion (“Aggregate Credit Commitment”) unsecured, 5-year credit facility (“Credit Facility”) with 15 banks which extends to August 1, 2018. Up to 75% of the Aggregate Credit Commitment is available for letters of credit. The Credit Facility has an accordion feature under which we may, subject to certain conditions set forth in the agreement, increase the Credit Facility up to a maximum aggregate amount of $2.0 billion. We may select interest rates for the Credit Facility equal to (i) the London Interbank Offering Rate (“LIBOR”) plus an applicable margin or (ii) the lenders’ base rate plus an applicable margin, which in each case is based on our credit rating and leverage ratio. At July 31, 2014, the interest rate on outstanding borrowings under the Credit Facility would have been 2.1% per annum. We are obligated to pay an undrawn commitment fee which is based on the average daily unused amount of the Aggregate Credit Commitment and our credit ratings and leverage ratio. Any proceeds from borrowings under the Credit Facility may be used for general corporate purposes. We and substantially all of our 100% owned home building subsidiaries are guarantors under the Credit Facility.

At July 31, 2014, we had no outstanding borrowings under the Credit Facility and had outstanding letters of credit of approximately $94.7 million. As part of the Shapell acquisition, we borrowed $370.0 million under the Credit Facility on February 3, 2014, all of which was repaid as of July 31, 2014.

Under the terms of the Credit Facility, we are not permitted to allow our maximum leverage ratio (as defined in the Credit Facility) to exceed 1.75 to 1.00 and are required to maintain a tangible net worth (as defined in the Credit Facility) of no less

than approximately $2.50 billion. Under the terms of the Credit Facility, at July 31, 2014, our leverage ratio was approximately 0.77 and our tangible net worth was approximately $3.75 billion. Based upon the minimum tangible net worth requirement at July 31, 2014, our ability to repurchase our common stock was limited to approximately $1.76 billion.

Senior Unsecured Term Loan

On February 3, 2014, we entered into a 5-year senior, $485.0 million, unsecured term loan facility (the “Term Loan Facility”) with ten banks. The full amount of the Term Loan Facility was borrowed by us on February 3, 2014. We may select interest rates for the Term Loan Facility equal to (i) LIBOR plus an applicable margin, (ii) the base rate (which is defined as the greatest of (a) SunTrust Bank’s prime rate, (b) the federal funds effective rate plus 0.5% and (c) one-month LIBOR plus 1%) plus an applicable margin or (iii) the federal funds / Euro rate (which is defined as the greater of (a) the sum of the federal funds effective rate plus an applicable margin plus 0.25% and (b) one-month LIBOR), with the applicable margin, in each case, based on our leverage ratio. At July 31, 2014, the interest rate on the Term Loan Facility was 1.81% per annum.

We and substantially all of our 100% owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as our Credit Facility. The Term Loan Facility will mature and amounts owing under it will become due and payable on February 3, 2019.

364-Day Senior Unsecured Revolving Credit Facility

On February 4, 2014, we entered into a 364-day senior unsecured revolving credit facility (the “364-Day Facility”) with five banks. The 364-Day Facility provides for an unsecured revolving credit facility to be made available to us, from time to time after February 4, 2014 and prior to February 3, 2015, in the amount of $500.0 million. We intend for this facility to remain undrawn and its purpose is to provide us with additional liquidity should unforeseen circumstances arise. We may select interest rates for the 364-Day Facility equal to (i) LIBOR plus an applicable margin, (ii) the base rate (which is defined as the greatest of (a) Citibank’s prime rate, (b) the federal funds effective rate plus 0.5% and (c) one-month LIBOR plus 1%) plus an applicable margin or (iii) the federal funds / Euro rate (which is defined as the greater of (a) the sum of the federal funds effective rate plus an applicable margin plus 0.25% and (b) one-month LIBOR), with the applicable margin, in each case, based on our leverage ratio. We are obligated to pay an undrawn commitment fee.

We and substantially all of our 100% owned home building subsidiaries, are guarantors under the 364-Day Facility. The 364-Day Facility contains substantially the same financial covenants as our Credit Facility. The 364-Day Facility will terminate and amounts owed under the 364-Day Facility will become due and payable on February 3, 2015.

At July 31, 2014, we had no outstanding borrowings under the 364-Day Facility.

Loans Payable - Other

Our loans payable - other represent purchase money mortgages on properties we acquired that the seller had financed and various revenue bonds that were issued by government entities on behalf of us to finance community infrastructure and our manufacturing facilities. At July 31, 2014, the weighted-average interest rate on loans payable - other was 4.34% per annum.

Senior Notes

At July 31, 2014, we, through Toll Brothers Finance Corp, had eight issues of Senior Notes outstanding with an aggregate principal amount of $2.66 billion.

In March 2014, we repaid the $268.0 million of outstanding 4.95% Senior Notes due March 15, 2014.

In November 2013, we issued $350.0 million principal amount of 4.0% Senior Notes due 2018 (the “4.0% Senior Notes”) and $250.0 million principal amount of 5.625% Senior Notes due 2024 (the “5.625% Senior Notes”). We received $596.2 million of net proceeds from the issuance of the 4.0% Senior Notes and the 5.625% Senior Notes.

In September 2013, we repaid the $104.8 million of outstanding 5.95% Senior Notes due September 15, 2013.

In April 2013, we issued $300.0 million principal amount of 4.375% Senior Notes due 2023 (the “4.375% Senior Notes”) at par. We received $298.1 million of net proceeds from this issuance of 4.375% Senior Notes.

In May 2013, we issued an additional $100.0 million principal amount of 4.375% Senior Notes at a price equal to 103% of par value. We received $102.3 million of net proceeds from this additional issuance of 4.375% Senior Notes.

In November 2012, we repaid the $59.1 million of outstanding 6.875% Senior Notes due November 15, 2012.

Mortgage Company Loan Facility

In July 2014, TBI Mortgage Company (“TBI Mortgage”), our wholly-owned mortgage subsidiary, amended its Master Repurchase Agreement (the “Repurchase Agreement”) with Comerica Bank. The purpose of the Repurchase Agreement is to finance the origination of mortgage loans by TBI Mortgage and it is accounted for as a secured borrowing under ASC 860. The Repurchase Agreement, as amended, provides for loan purchases of up to $50 million, subject to certain sublimits. In addition, the Repurchase Agreement provides for an accordion feature under which TBI Mortgage may request that the aggregate commitments under the Repurchase Agreement be increased to an amount up to $100 million for a short period of time. The Repurchase Agreement, as amended, expires on July 21, 2015 and bears interest at LIBOR plus 2.00% per annum, with a minimum rate of 2.00%. At July 31, 2014, the interest rate on the Repurchase Agreement was 2.16% per annum. At July 31, 2014, we had $87.8 million of outstanding borrowings under the Repurchase Agreement.