8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 1, 2004

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186	23-2416878
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3103 Philmont Avenue, Huntingdon Valley, PA	19006
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (215) 938-8000

Item 5. OTHER EVENTS

     The Registrant is filing this Current Report on Form 8-K solely for the purpose of filing the Exhibits listed in Item 7(c) below.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c). Exhibits.

     The following Exhibits are filed as part of this Current Report on Form 8-K:

      Exhibit 4.1* Authorizing Resolutions relating to the $300,000,000 principal amount of 4.95% Senior Notes due 2014 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by Toll Brothers, Inc. and certain of its subsidiaries.

      Exhibit 4.2* Registration Rights Agreement dated as of March 16, 2004 by and among Toll Brothers Finance Corp., Toll Brothers, Inc., Banc One Capital Markets, Inc., Citigroup Global Markets Inc. and each of the initial purchasers named on Schedule A attached thereto.

      Exhibit 10.1* Purchase Agreement dated March 9, 2004 by and among Toll Brothers Finance Corp., Toll Brothers, Inc., Banc One Capital Markets, Inc., Citigroup Global Markets Inc. and each of the initial purchasers named on Schedule A attached thereto.

* Filed electronically herewith.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOLL BROTHERS, INC.
Dated: April 1, 2004	By: Joseph R. Sicree
	Joseph R. Sicree
	Vice President, Chief
	Accounting Officer

EXHIBIT INDEX

The following Exhibits are filed as part of this Current Report on Form 8-K:

      Exhibit 4.1* Authorizing Resolutions relating to the $300,000,000 principal amount of 4.95% Senior Notes due 2014 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by Toll Brothers, Inc. and certain of its subsidiaries.

      Exhibit 4.2* Registration Rights Agreement dated as of March 16, 2004 by and among Toll Brothers Finance Corp., Toll Brothers, Inc., Banc One Capital Markets, Inc., Citigroup Global Markets Inc. and each of the initial purchasers named on Schedule A attached thereto.

      Exhibit 10.1* Purchase Agreement dated March 9, 2004 by and among Toll Brothers Finance Corp., Toll Brothers, Inc., Banc One Capital Markets, Inc., Citigroup Global Markets Inc. and each of the Initial purchasers named on Schedule A attached thereto.

* Filed electronically herewith.

EX-4

     EXHIBIT 4.1
     -----------

                             AUTHORIZING RESOLUTIONS
                             -----------------------


                  Paragraph 1. The title of the senior notes (the "Notes") shall
be "4.95% Senior Notes due 2014" (the "Notes").

                  Paragraph 2. The aggregate principal amount at maturity of the
Notes which shall be authenticated and delivered under the Indenture shall be
$300,000,000 (except for any Notes authenticated and delivered upon registration
of the transfer of, or in exchange for, or in lieu of other Notes pursuant to
the terms of the Indenture); provided, however, that the Notes may be reopened
for issuances of an unlimited amount of additional Notes at any time. The Notes
will be issued only in fully registered form without coupons, in denominations
of $100,000 and integral multiples of $1,000 in excess thereof.

                  Paragraph 3. The principal amount of the Notes is due and
payable in full on March 15, 2014, subject to earlier redemption as referred to
in the Indenture.

                  Paragraph 4. Interest on the Notes shall accrue at a rate of
4.95% per annum (computed on the basis of a 360-day year of twelve 30-day
months), from March 16, 2004 to maturity or early redemption; and interest will
be payable semiannually on March 15 and September 15 in each year, commencing on
September 15, 2004, to the Holders in whose names such Notes are registered at
the close of business on March 1 and September 1, as the case may be, preceding
such interest payment date.

                  Paragraph 5. The Issuer may, at its option, redeem the Notes,
in whole at any time or in part from time to time, providing notice pursuant to
Section 3.03 of the Indenture, at a redemption price equal to the greater of (a)
100% of the principal amount of the Notes to be redeemed and (b) the present
value of the Remaining Scheduled Payments (as defined below) on the 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%).

                  The Issuer will also accrue interest on the 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 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 Notes (or such portions thereof) called for redemption and the
Notes will cease to be outstanding.

                  As used in this Paragraph 5, the following terms shall have
the respective meanings set forth below:

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the 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 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, as listed on Schedule I hereto, (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"), the Issuer will
substitute therefor another Primary Treasury Dealer; and (B) any other primary
Treasury Dealer(s) selected by the Issuer.

                  "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
Note, 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 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 semi-annual 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.

                  Paragraph 6. Principal of and interest on the Notes shall be
payable in accordance with Section 1 and 2 of the Notes.

                  Paragraph 7. The Notes shall not be convertible into the
Issuer's or any of the Guarantors' common stock.

                  Paragraph 8. Neither the Notes nor the Guarantees shall be
secured.

                                     - 2 -



                  Paragraph 9. For purposes of the Notes, the Private Placement
Legend in Section 2.16 shall be amended to read as follows:

         This security has not been registered under the Securities Act of 1933,
         as amended (the "Securities Act"), or any state or other securities
         laws. Neither this security nor any interest or participation herein or
         therein may be reoffered, sold, assigned, transferred, pledged,
         encumbered or otherwise disposed of in the absence of such registration
         or unless such transaction is exempt from, or not subject to, the
         registration requirements of the Securities Act. By its acquisition
         hereof, the holder (1) represents that it is a "qualified institutional
         buyer" (as defined in Rule 144A ("Rule 144A") under the Securities
         Act), (2) agrees not to offer, sell or otherwise transfer this note
         prior to (x) the date which is two years (or such shorter period of
         time as permitted by Rule 144(k) of the Securities Act) after the
         original issue date of the senior notes or (y) such later date, if any,
         as may be required by applicable law (the "resale restriction
         termination date") except (a) to Toll Brothers, Inc. or any of its
         subsidiaries (b) pursuant to a registration statement which has been
         declared effective under the Securities Act, (c) for so long as the
         senior notes are eligible for resale pursuant to Rule 144A, to a person
         it reasonably believes is a "qualified institutional buyer" as defined
         in Rule 144A that purchases for its own account or for the account of a
         qualified institutional buyer, in each case to whom notice is given
         that the transfer is being made in reliance on Rule 144A, or (d)
         pursuant to another available exemption from the registration
         requirements of the Securities Act, subject in each of the foregoing
         cases to any requirement of law that the disposition of its property or
         the property of such investor account or accounts be at all times
         within its or their control, and (3) agrees that it will give to each
         person to whom this note is transferred a notice substantially to the
         effect of this legend; provided that Toll Brothers, Inc. and the
         Trustee shall have the right prior to any such offer, sale or transfer
         pursuant to this clause (d) to require the delivery of an opinion of
         counsel, certification and/or other information satisfactory to each of
         them. This legend will be removed upon the request of the holder after
         the resale restriction termination date.

                  Paragraph 10. As used in the Indenture, the following terms
shall have the respective meanings set forth below:

                  "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.

                                     - 3 -



                  "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 Huntington Finance Corp., the Company 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 agreement(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 the Issuer, the
Company and the other 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.

                  "Guarantor" means (i) the Company, (ii) initially on the
execution of these Authorizing Resolutions, each of the entities listed on
Schedule I, attached hereto, and (iii) each of the Company's Subsidiaries which
becomes a guarantor of the Notes pursuant to the provisions of the Indenture.

                  "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; and (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.

                                     - 4 -



                  "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 the Company, the Issuer 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 the
Issuer, the Company or any Subsidiary of the Company 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 senior
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 the
Company.

                  "Revolving Bank Credit Facility" means the Amended and
Restated Credit Agreement by and among First Huntingdon Finance Corp., the
Company and the lenders party thereto 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 the Issuer, the Company or a Restricted Subsidiary (except a sale or
transfer made to the Issuer, the Company 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 the Issuer, the Company or a
Restricted Subsidiary for more than a three-year term.

                  "Secured Debt" means any Indebtedness which is secured by (i)
a Security Interest in any of the property of the Issuer, the Company or any
Restricted Subsidiary or (ii) a Security Interest in shares of stock owned
directly or indirectly by the Issuer, the Company or a Restricted Subsidiary, in
a corporation or in equity interests owned by the Issuer, the Company or a
Restricted Subsidiary in a partnership or other entity not organized as a
corporation or in the Company's rights or the rights of a Restricted Subsidiary
in respect of Indebtedness of a corporation, partnership or other entity in
which the Issuer, the Company or a Restricted Subsidiary has an equity interest;

                                     - 5 -



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 (i) whose
revenues exceed 10% of the Company's total revenues, in each case for the most
recent fiscal year, or (ii) whose net worth exceeds 10% of the Company's total
stockholders' equity, in each case as of the end of the most recent fiscal year.

                  "Subsidiary" means any person of which the Company, at the
time of determination by the Company, 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).

                  Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Indenture.

                  Paragraph 11. The Notes shall be entitled to the benefit of
each of the covenants in Article 4 of the Base Indenture and each of the
following additional covenants (each of which is deemed to be a provision of the
Indenture and, when referred to as a provision of the Indenture, shall be
identified by reference to the Section number which is set forth immediately
preceding such covenant):

                  Section 4.08. Restrictions on Secured Debt. The Issuer and the
Company shall not, and shall not cause or permit a Restricted Subsidiary to,
create, incur, assume, or guarantee any Secured Debt unless the Notes will be
secured equally and ratably with or prior to such Secured Debt; provided,
however, that this Section 4.08 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 the Issuer, the Company or a Restricted Subsidiary, including
Capitalized Lease Obligations, which Security Interests secure obligations
assumed by the Issuer, the Company or a Restricted Subsidiary, or in the
property of a corporation or other entity at the time it is merged into or
consolidated with the Issuer, the Company 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

                                     - 6 -



affects the property of the Issuer, the Company 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
the Issuer, the Company 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 the Issuer, the Company or to another Restricted
Subsidiary that is wholly owned (directly or indirectly) by the Company or
Security Interests securing the Issuer'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.

                  In addition, the Issuer and the Guarantors may create, incur,
assume or guarantee Secured Debt, without equally and ratably securing the
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 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) of Section 4.09 "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.

                  The provisions of this Section 4.08 with respect to
limitations on Secured Debt are not applicable to Non-Recourse Indebtedness and
will not restrict or limit the Issuer's or the Guarantors' ability to create,
incur, assume or guarantee any unsecured Indebtedness, or of any subsidiary
which is not a Restricted Subsidiary to create, incur, assume or guarantee any
secured or unsecured Indebtedness.

                  Section 4.09. Restrictions on Sale and Lease-back
Transactions. The Issuer and the Company shall not, and shall not permit a
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 the Issuer, the Company or the
relevant Restricted Subsidiary for the property sold (as determined in good
faith by the Company communicated in writing to the Trustee); and (3) the
Issuer, the Company 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 (x) to the redemption,
repayment or retirement of (a) Securities of any Series under the Indenture
(including the cancellation by the Trustee of any Securities of any Series
delivered by the Issuer to the Trustee), (b) Indebtedness of the Issuer that
ranks equally with the Notes or (c) Indebtedness of any Guarantor that ranks
equally with the Guarantee of such Guarantor, and/or (y) to the purchase by the
Issuer, the Company or any Restricted Subsidiary of property used in their
respective trade or businesses.

                  This Section 4.09 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 the Issuer, the

                                     - 7 -



Company 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, the Issuer 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 Section 4.08 "Restrictions on Secured Debt"
and any Secured Debt in relation to which the 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) of this
Section 4.09 have been complied with) as of the date of determination would not
exceed 20% of Consolidated Net Tangible Assets.

                  Paragraph 12. Except as otherwise indicated, each reference
herein to a "Paragraph" shall refer to a Paragraph hereof, and each reference
herein to a "Section" shall refer to a Section of the Indenture.











                                     - 8 -




                                   SCHEDULE I
                                   ----------

Banc of America Securities LLC
Comerica Securities, Inc.
Credit Lyonnais Securities (USA) Inc.
SunTrust Capital Markets, Inc.
BNP Paribas Securities Corp.
The Royal Bank of Scotland plc
Wells Fargo Brokerage Services, LLC




















                                     - 9 -

EX-4

- --------------------------------------------------------------------------------

EXHIBIT 4.2





                          REGISTRATION RIGHTS AGREEMENT


                           Dated as of March 16, 2004


                                  by and among


                         TOLL BROTHERS FINANCE CORP. and

                               TOLL BROTHERS, INC.

                                       and

                       BANC ONE CAPITAL MARKETS, INC. and

                          CITIGROUP GLOBAL MARKETS INC.


                    as the Initial Purchaser Representatives

          for themselves and the other Initial Purchasers party hereto






- --------------------------------------------------------------------------------







                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of March 16,
2004 by and among TOLL BROTHERS FINANCE CORP., a Delaware corporation (the
"Issuer"), TOLL BROTHERS, INC. (the "Company"), BANC ONE CAPITAL MARKETS, INC.
("Banc One") and CITIGROUP GLOBAL MARKETS INC. (together with Banc One, the
Representatives) and each of the other initial purchasers named on Schedule A
attached hereto (together with the Representatives, the "Initial Purchasers".

         This Agreement is made pursuant to the Purchase Agreement dated March
9, 2004 by and among the Issuer, the Company and Banc One and Citigroup as
Representatives of the Initial Purchasers (the "Purchase Agreement"), which
provides for the sale by the Issuer to the Initial Purchasers of $300,000,000
aggregate principal amount of the Issuer's 4.95% Senior Notes due 2014 (the
"Notes") fully and unconditionally guaranteed (the "Guarantee", and together
with the Notes, the "Securities") by the Guarantors (as defined in the Purchase
Agreement). In order to induce the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the Initial Purchasers'
obligations thereunder, the Issuer and the Company have agreed to provide to the
Initial Purchasers and their respective direct and indirect transferees and
assigns the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

         "1933 Act" shall mean the Securities Act of 1933, as amended from time
to time, and the rules and regulations of the SEC promulgated thereunder.

         "1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations of the SEC promulgated
thereunder.

         "Additional Interest" shall have the meaning set forth in Section 2(e)
hereof.

         "Additional Interest Payment Date" shall have the meaning set forth in
Section 2(e) hereof.

         "Agreement" shall have the meaning set forth in the preamble to this
agreement.

         "Closing Time" shall mean March 16, 2004.

         "Company" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors.

         "Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Issuer, including any agent thereof; provided,
however, that any such depositary must at all times have an address in the
Borough of Manhattan, in the City of New York.

         "Exchange Offer" shall mean the exchange offer by the Issuer and the
Guarantors of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.


         "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) covering the Registrable Securities, and all amendments and supplements to
such registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated or deemed to be
incorporated by reference therein.

         "Exchange Securities" shall mean the 4.95% Senior Notes due 2014 issued
by the Issuer and the guarantee thereof issued by the Guarantors under the
Indenture containing terms identical to the Notes and the Guarantee,
respectively (except that (i) interest on the Exchange Securities shall accrue
from the last date to which interest has been paid or duly provided for on the
Notes or, if no such interest has been paid or duly provided for, from the
Interest Accrual Date, (ii) provisions relating to an increase in the stated
rate of interest on the Notes upon the occurrence of a Registration Default
shall be eliminated, (iii) the transfer restrictions and legends relating to
restrictions on ownership and transfer thereof as a result of the issuance of
the Securities without registration under the 1933 Act shall be eliminated, (iv)
the denominations thereof shall be $1,000 and integral multiples of $1,000 and
(v) all of the Exchange Securities will be represented by one or more global
Exchange Securities in book-entry form unless exchanged for Exchange Securities
in definitive certificated form under the circumstances provided in the
Indenture), to be offered to Holders of Registrable Securities in exchange for
Registrable Securities pursuant to the Exchange Offer.

         "Holders" shall mean (i) the Initial Purchasers, for so long as they
own any Registrable Securities, and each of their successors, assigns and direct
and indirect transferees who become registered owners of Registrable Securities
under the Indenture and (ii) each Participating Broker-Dealer that holds
Exchange Securities for so long as such Participating Broker-Dealer is required
to deliver a Prospectus meeting the requirements of the 1933 Act in connection
with any resale of such Exchange Securities.

         "Indenture" shall mean the Indenture, dated as of November 22, 2003,
between the Issuer, the Guarantors and Bank One Trust Company, N.A., as 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, the Fourth Supplemental
Indenture, dated as of March 1, 2004, and the Authorizing Resolutions, dated
March 9, 2004, as the same may be further amended or supplemented from time to
time in accordance with the terms thereof.

         "Inspectors" shall have the meaning set forth in Section 3(q).

         "Interest Accrual Date" means March 16, 2004.

         "Initial Purchasers" shall have the meaning set forth in the preamble
to this Agreement.

         "Issuer" shall have the meaning set forth in the preamble to this
Agreement and also includes the Issuer's successors.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Registrable Securities outstanding, excluding
Exchange Securities referred to in clause (ii) of the definition of "Holders"
above; provided that whenever the consent or approval of Holders of a specified
percentage of Registrable Securities or Exchange Securities is required
hereunder, Registrable Securities and Exchange Securities held by the Company or
any of its affiliates (as such term is defined in Rule 405 under the 1933 Act)
shall be disregarded in determining whether such consent or approval was given
by the Holders of such required percentage.

                                      -2-


         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "Notifying Broker-Dealer" shall have the meaning set forth in Section
3(h).

         "Participating Broker-Dealer" shall have the meaning set forth in
Section 3(h).

         "Person" shall mean an individual, partnership, joint venture, limited
liability company, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.

         "Private Exchange Securities" shall have the meaning set forth in
Section 2(a) hereof.

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated or deemed to be
incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble
to this Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
that any Securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been disposed of
pursuant to such Registration Statement, (ii) such Securities 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 1933 Act, (iii) such Securities shall have
ceased to be outstanding, (iv) such Securities shall have been exchanged for
Exchange Securities which have been registered pursuant to the Exchange Offer
Registration Statement upon consummation of the Exchange Offer unless, in the
case of any Exchange Securities referred to in this clause (iv), such Exchange
Securities are held by Participating Broker-Dealers or otherwise are not freely
tradeable without any limitations or restrictions under the 1933 Act (in which
case such Exchange Securities will be deemed to be Registrable Securities until
such time as such Exchange Securities are sold to a purchaser in whose hands
such Exchange Securities are freely tradeable without any limitations or
restrictions under the 1933 Act) or (v) such Securities shall have been
exchanged for Private Exchange Securities pursuant to this Agreement (in which
case such Private Exchange Securities will be deemed to be Registrable
Securities until such time as such Private Exchange Securities are sold to a
purchaser in whose hands such Private Exchange Securities are freely tradeable
without any limitation or restrictions under the 1933 Act).

         "Registration Default" shall have the meaning set forth in Section
2(e).

         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Issuer and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or NASD
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state or other securities or blue sky laws and compliance
with the rules of the NASD (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with qualification of any
of the Exchange Securities or Registrable Securities under state or other
securities or blue sky laws and any filing with and review by the NASD), (iii)
all expenses of any Persons in preparing, printing and distributing any
Registration Statement, any Prospectus, any amendments or supplements thereto,


                                      -3-



any underwriting agreements, securities sales agreements, certificates
representing the Securities or Exchange Securities and other documents relating
to the performance of and compliance with this Agreement, (iv) all rating agency
fees, (v) all fees and expenses incurred in connection with the listing, if any,
of any of the Securities, Private Exchange Securities (if any) or Exchange
Securities on any securities exchange or exchanges or on any quotation system,
(vi) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vii) the fees and disbursements of counsel
for the Company and the fees and expenses of independent public accountants for
the Company or for any other Person, business or assets whose financial
statements are included in any Registration Statement or Prospectus, including
the expenses of any special audits or "cold comfort" letters required by or
incident to such performance or compliance, (viii) the fees and expenses of a
"qualified independent underwriter" as defined by Conduct Rule 2720 of the NASD
(if required by the NASD rules) and the fees and disbursements of its counsel,
(ix) the fees and expenses of the Trustee, any registrar, any depositary, any
paying agent, any escrow agent or any custodian, in each case including fees and
disbursements of their respective counsel, (x) fees and expenses of all other
Persons retained by the Issuer and Guarantors, (xi) internal expenses of the
Issuer and the Guarantors (including, without limitation, all salaries and
expenses of officers and employees of the Issuer and the Guarantors performing
legal or accounting duties), (xii) the expense of an annual audit, and (xiii) in
the case of an underwritten offering, any fees and disbursements of the
underwriters customarily paid by issuer or sellers of securities and the fees
and expenses of any special experts retained by the Issuer and the Guarantors in
connection with any Registration Statement but excluding (except as otherwise
provided herein) fees of counsel to the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder; provided, however, in the event the Majority
Holders designate in writing one counsel to act as counsel to the Holders in
connection with any Registration Statement, the Issuer and the Company shall
pay, and the Company shall cause the Subsidiary Guarantors to pay, all fees and
disbursements of such counsel.

         "Registration Statement" shall mean any registration statement of the
Issuer and the Guarantors relating to any offering of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement (including,
without limitation, any Exchange Offer Registration Statement and any Shelf
Registration Statement), and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein.

         "Representatives" shall have the meaning set forth in the preamble to
this Agreement.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities" shall have the meaning set forth in the preamble to this
Agreement.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof for an offering to be made on a continuing basis pursuant to
Rule 415 under the 1933 Act covering all of the Registrable Securities on Form
S-1 or another appropriate form permitting registration of such Registrable
Securities for resale by such Holders in the manner designated by such Holders.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Issuer and the Guarantors pursuant to the provisions of Section
2(b) of this Agreement which covers all of the Registrable Securities on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
or deemed to be incorporated by reference therein.

                                      -4-


         "Subsidiary Guarantor" shall mean any subsidiary of the Company that
guarantees the obligations of the Issuer under the Securities and the Indenture.

         "TIA" shall mean the Trust Indenture Act of 1939, as amended from time
to time, and the rules and regulations of the SEC promulgated thereunder.

         "Trustee" shall mean the trustee with respect to the Securities, the
Private Exchange Securities (if any) and the Exchange Securities under the
Indenture.

         "Underwriter" shall have the meaning set forth in Section 5(a).

         For purposes of this Agreement, (i) all references in this Agreement to
any Registration Statement, preliminary prospectus or Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and
Retrieval system; (ii) all references in this Agreement to financial statements
and schedules and other information which is "contained," "included" or "stated"
in any Registration Statement, preliminary prospectus or Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
or deemed to be incorporated by reference in such Registration Statement,
preliminary prospectus or Prospectus, as the case may be; (iii) all references
in this Agreement to amendments or supplements to any Registration Statement,
preliminary prospectus or Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is incorporated or deemed to be
incorporated by reference in such Registration Statement, preliminary prospectus
or Prospectus, as the case may be; (iv) all references in this Agreement to Rule
144, Rule 144A or Rule 405 under the 1933 Act, and all references to any
sections or subsections thereof or terms defined therein, shall in each case
include any successor provisions thereto; and (v) all references in this
Agreement to days (but not to business days) mean calendar days.

         2. Registration Under the 1933 Act.

         (a) Exchange Offer Registration. The Issuer and the Company shall, and
the Company shall cause the Subsidiary Guarantors to, (A) file with the SEC
within 120 days of the Closing Time an Exchange Offer Registration Statement
covering the offer by the Issuer and the Guarantors to the Holders to exchange
all of the Registrable Securities for a like aggregate principal amount of
Exchange Securities, (B) use their reasonable best efforts to cause such
Exchange Offer Registration Statement to be declared effective by the SEC no
later than the 225th day after the Closing Time, (C) use their reasonable best
efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use their reasonable best efforts to
consummate the Exchange Offer no later than 45 days after the effective date of
the Exchange Offer Registration Statement. Upon the effectiveness of the
Exchange Offer Registration Statement, the Issuer and the Company shall, and the
Company shall cause the Subsidiary Guarantors to, promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Registrable Securities for Exchange Securities
(assuming that such Holder is not an affiliate of any of the Issuer and any of
the Guarantors within the meaning of Rule 405 under the 1933 Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements or understandings with any Person to participate in the Exchange
Offer for the purpose of distributing such Exchange Securities) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the 1933 Act or under the securities or blue sky laws of the
states of the United States.

         In connection with the Exchange Offer, the Issuer and the Company
shall, and the Company shall cause the Subsidiary Guarantors to:

                                      -5-



                  (i) promptly mail to each Holder a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;

                  (ii) keep the Exchange Offer open for not less than 20
         business days (or longer if required by applicable law) after the date
         notice thereof is mailed to the Holders and, during the Exchange Offer,
         offer to all Holders who are legally eligible to participate in the
         Exchange Offer the opportunity to exchange their Registrable Securities
         for Exchange Securities;

                  (iii) use the services of the Depositary for the Exchange
         Offer;

                  (iv) permit Holders to withdraw tendered Registrable
         Securities at any time prior to the close of business, New York City
         time, on the last business day on which the Exchange Offer shall remain
         open, by sending to the institution specified in the Prospectus or the
         related letter of transmittal or related documents a telegram, telex,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Registrable Securities delivered for exchange,
         and a statement that such Holder is withdrawing its election to have
         such Securities exchanged; and

                  (v) otherwise comply with all applicable laws relating to the
         Exchange Offer.

         If, at or prior to the consummation of the Exchange Offer, an Initial
Purchaser holds any Securities acquired by it and having the status of an unsold
allotment in the initial distribution, the Issuer shall, upon the request of
such Initial Purchaser, simultaneously with the delivery of the Exchange
Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in
exchange for such Securities a like aggregate principal amount of debt
securities, guaranteed by the Guarantors of the Issuer that are identical
(except that such debt securities and such guarantee shall be subject to
transfer restrictions and shall bear a legend relating to restrictions on
ownership and transfer as a result of the issuance thereof without registration
under the 1933 Act, shall provide for the payment of Additional Interest and
shall be issuable in denominations of $100,000 in integral multiples of $1,000
in excess thereof) to the Exchange Securities (the "Private Exchange
Securities"). The Issuer shall use its reasonable best efforts to have the
Private Exchange Securities bear the same CUSIP number as the Exchange
Securities and, if unable to do so, the Issuer will, at such time as any Private
Exchange Security ceases to be a "restricted security" within the meaning of
Rule 144 under the 1933 Act, permit any such Private Exchange Security to be
exchanged for a like aggregate principal amount of Exchange Securities.

         The Exchange Securities and the Private Exchange Securities (if any)
shall be issued under the Indenture, which shall be qualified under the TIA. The
Indenture shall provide that the Exchange Securities, the Private Exchange
Securities (if any) and the Securities shall vote and consent together on all
matters as a single class and shall constitute a single series of debt
securities issued under the Indenture.

         As soon as practicable after the close of the Exchange Offer, the
Company shall:

                  (i) accept for exchange all Registrable Securities duly
         tendered and not validly withdrawn pursuant to the Exchange Offer in
         accordance with the terms of the Exchange Offer Registration Statement
         and the letter of transmittal which is an exhibit thereto;

                  (ii) deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities so accepted for exchange by the
         Issuer and the Guarantors; and


                                      -6-



                  (iii) cause the Trustee promptly to authenticate and deliver
         Exchange Securities to each Holder of Registrable Securities equal in
         principal amount to the principal amount of the Registrable Securities
         of such Holder so accepted for exchange.

         Interest on each Exchange Security and Private Exchange Security (if
any) will accrue from the last date on which interest was paid or duly provided
for on the Securities surrendered in exchange therefor or, if no interest has
been paid or duly provided for on such Securities, from the Interest Accrual
Date. The Exchange Offer shall not be subject to any conditions, other than (i)
that the Exchange Offer, or the making of any exchange by a Holder, does not
violate any applicable law or any applicable interpretation of the staff of the
SEC and (ii) that the Holders tender the Registrable Securities to the Issuer
and the Guarantors in accordance with the Exchange Offer. Each Holder of
Registrable Securities (other than Participating Broker-Dealers) who wishes to
exchange such Registrable Securities for Exchange Securities in the Exchange
Offer shall have represented that (i) it is not an affiliate (as defined in Rule
405 under the 1933 Act) of any of the Issuer and any of the Guarantors, or, if
it is such an affiliate, it will comply with the registration and prospectus
delivery requirements of the 1933 Act to the extent applicable, (ii) any
Exchange Securities to be received by it will be acquired in the ordinary course
of business and (iii) at the time of the commencement of the Exchange Offer, it
has no arrangement with any Person to participate in the distribution (within
the meaning of the 1933 Act) of the Exchange Securities, and it shall have made
such other representations as may be reasonably necessary under applicable SEC
rules, regulations or interpretations to render available the use of Form S-4 or
another appropriate form under the 1933 Act. To the extent permitted by law, the
Issuer and the Company shall, and the Company shall cause the Subsidiary
Guarantors to, inform the Representatives of the names and addresses of the
Holders of Securities to whom the Exchange Offer is made and, to the extent such
information is available to the Issuer and the Guarantors, the names and
addresses of the beneficial owners of such Securities, and the Initial
Purchasers shall have the right to contact such Holders and beneficial owners
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

         (b) Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the staff of the SEC, the Issuer and the
Guarantors are not permitted to effect the Exchange Offer as contemplated by
Section 2(a) hereof, (ii) if for any other reason (A) the Exchange Offer
Registration Statement is not declared effective within 225 days following the
Closing Time or (B) the Exchange Offer is not consummated within 45 days after
effectiveness of the Exchange Offer Registration Statement, (iii) if any Holder
(other than an Initial Purchaser holding Securities acquired directly from the
Issuer and the Guarantors) is not eligible to participate in the Exchange Offer
or elects to participate in the Exchange Offer but does not receive Exchange
Securities which are freely tradeable without any limitations or restrictions
under the 1933 Act or any applicable state securities or blue sky laws, (iv)
upon the request of an Initial Purchaser within 60 days following the
consummation of the Exchange Offer (provided that, in the case of this clause
(iv), such Initial Purchaser shall hold Registrable Securities (including,
without limitation, Private Exchange Securities) that it acquired directly from
the Issuer and the Guarantors), or (v) if in the Majority Holders' reasonable
judgment, the interests of Holders taken as a whole, would be materially
adversely affected by consummation of an Exchange Offer, the Issuer and the
Company shall (and the Company shall cause any then existing Subsidiary
Guarantor), at their cost:

                  (A) as promptly as practicable, but no later than (a) the
         225th day after the Closing Time or (b) the 45th day after any such
         filing obligation arises, whichever is later, file with the SEC a Shelf
         Registration Statement relating to the offer and sale of the
         Registrable Securities by the Holders from time to time in accordance
         with the methods of distribution elected by the Majority Holders of
         such Registrable Securities and set forth in such Shelf Registration
         Statement;


                                      -7-


                  (B) use their reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the SEC as promptly
         as practicable, but in no event later than the 270th day after the
         Closing Time (or, in the case of a request by an Initial Purchaser
         pursuant to clause (iv) above, within 30 days after such request). In
         the event that the Issuer and the Guarantors are required to file a
         Shelf Registration Statement pursuant to clause (iii) or (iv) above,
         the Issuer and the Company shall, and the Company shall cause the
         Subsidiary Guarantors to, file and use their reasonable best efforts to
         have declared effective by the SEC both an Exchange Offer Registration
         Statement pursuant to Section 2(a) with respect to all Registrable
         Securities and a Shelf Registration Statement (which, at the discretion
         of the Issuer and the Company, may be a combined Registration Statement
         with the Exchange Offer Registration Statement) with respect to offers
         and sales of Registrable Securities held by such Holder or such Initial
         Purchaser, as applicable;

                  (C) use their reasonable best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required, in order to permit the Prospectus forming part thereof to
         be usable by Holders for a period of two years after the latest date on
         which any Securities are originally issued by the Issuer and the
         Guarantors (subject to extension pursuant to the last paragraph of
         Section 3) or, if earlier, when all of the Registrable Securities
         covered by such Shelf Registration Statement (i) have been sold
         pursuant to the Shelf Registration Statement in accordance with the
         intended method of distribution thereunder or (ii) cease to be
         Registrable Securities; and

                  (D) notwithstanding any other provisions hereof, ensure that
         (i) any Shelf Registration Statement and any amendment thereto and any
         Prospectus forming a part thereof and any supplements thereto comply in
         all material respects with the 1933 Act and the rules and regulations
         thereunder, (ii) any Shelf Registration Statement and any amendment
         thereto does not, when it becomes effective, contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading and (iii) any Prospectus forming part of any Shelf
         Registration Statement and any amendment or supplement to such
         Prospectus does not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

         The Issuer and the Company shall not permit, and the Company shall
cause the Subsidiary Guarantors not to permit, any securities other than
Registrable Securities to be included in any Shelf Registration Statement. The
Issuer and the Company further agree, and the Company shall cause the Subsidiary
Guarantors to agree, to supplement or amend the Shelf Registration Statement if
reasonably requested by the Majority Holders with respect to information
relating to the Holders and otherwise as required by Section 3(b) below, to use
their reasonable best efforts to cause any such amendment to become effective
and such Shelf Registration Statement to become usable as soon as practicable
thereafter and to furnish to the Holders of Registrable Securities copies of any
such supplement or amendment promptly after its being used or filed with the
SEC.

         (c) Expenses. The Issuer and the Company shall pay, and the Company
shall cause the Subsidiary Guarantors to pay, all Registration Expenses in
connection with the registration pursuant to Section 2(a) and 2(b), whether or
not the Exchange Offer Registration Statement or Shelf Registration Statement is
filed or becomes effective and, in the case of any Shelf Registration Statement,
will reimburse the Holders or the Initial Purchasers for the reasonable fees and
disbursements of one counsel (in addition to any local counsel) designated in
writing by the Majority Holders (or, if a Shelf Registration Statement filed
solely pursuant to clause (iv) of the first paragraph of Section 2(b),
designated by the Representatives) to act as counsel for the Holders of the


                                      -8-




Registrable Securities in connection therewith. Each Holder shall pay all fees
and disbursements of its counsel other than as set forth in the preceding
sentence or in the definition of Registration Expenses and all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Registrable Securities pursuant to a Shelf
Registration Statement. The Issuer and the Company shall pay, and the Company
shall cause the Subsidiary Guarantors to pay, all documentary, stamp, transfer
or other transactional taxes attributable to the issuance or delivery of the
Exchange Securities or Private Exchange Securities in exchange for the
Registrable Securities.

         (d) Effective Registration Statement.

                  (i) The Issuer and the Guarantors shall be deemed not to have
used their reasonable best efforts to cause the Exchange Offer Registration
Statement or any Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite periods set forth herein if any of the
Issuer and the Guarantors voluntarily take any action that could reasonably be
expected to result in any such Registration Statement not being declared
effective or remaining effective or in the Holders of Registrable Securities
(including, under the circumstances contemplated by Section 3(h) hereof,
Exchange Securities) covered thereby not being able to exchange or offer and
sell such Registrable Securities during that period unless (A) such action is
required by applicable law or (B) such action is taken by the Issuer or such
Guarantor in good faith and for valid business reasons (but not including
avoidance of the Issuer's and the Guarantor's obligations hereunder), including
the acquisition or divestiture of assets or a material corporate transaction or
event so long as the Issuer and the Guarantors promptly comply with the
notification requirements of Section 3(m) hereof, if applicable. Nothing in this
paragraph shall prevent the accrual of Additional Interest on any Registrable
Securities, Exchange Securities or Private Equity Securities.

                  (ii) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof shall not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court, such
Registration Statement shall be deemed not to have been effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.

                  (iii) During any 365-day period, the Issuer and the Guarantors
may, by notice as described in Section 3(g), suspend the availability of a Shelf
Registration Statement (and, if the Exchange Offer Registration Statement is
being used in connection with the resale of Exchange Securities by Participating
Broker-Dealers as contemplated by Section 3(h), the Exchange Offer Registration
Statement) and the use of the related Prospectus for a period of up to 30
consecutive days (except for the consecutive 30-day period immediately prior to
final maturity of the Securities), but no more than an aggregate of 60 days
during any 365-day period, upon the happening of any event or the discovery of
any fact referred to in Section 3(g)(vi), but subject to compliance by the
Issuer and the Guarantors with their obligations under the last paragraph of
Section 3.

         (e) Increase in Interest Rate. In the event that:

                  (i) the Exchange Offer Registration Statement is not filed
         with the SEC on or prior to the 120th day following the Closing Time,
         or


                                      -9-


                  (ii) the Exchange Offer Registration Statement is not declared
         effective by the SEC on or prior to the 225th day following the Closing
         Time, or

                  (iii) the Exchange Offer is not consummated on or prior to the
         45th day following the effective date of the Exchange Offer
         Registration Statement, or

                  (iv) if required, a Shelf Registration Statement is not filed
         with the SEC on or prior to (A) the 225th day following the Closing
         Time or (B) the 45th day after the filing obligation arises, whichever
         is later, or

                  (v) if required, a Shelf Registration Statement is not
         declared effective on or prior to the 270th day following the Closing
         Time (or, if a Shelf Registration Statement is required to be filed
         upon the request of the Initial Purchasers, within 30 days after such
         request), or

                  (vi) a Shelf Registration Statement is declared effective by
         the SEC, but such Shelf Registration Statement ceases to be effective
         or such Shelf Registration Statement or the Prospectus included therein
         ceases to be usable in connection with resales of Registrable
         Securities for any reason, except in accordance with Section 2(d)(iii)
         hereof, or

                  (vii) the Exchange Offer Registration Statement is declared
         effective by the SEC but, if the Exchange Offer Registration Statement
         is being used in connection with the resale of Exchange Securities as
         contemplated by Section 3(h)(B) of this Agreement, the Exchange Offer
         Registration Statement ceases to be effective or the Exchange Offer
         Registration Statement or the Prospectus included therein ceases to be
         usable in connection with resales of Exchange Securities for any reason
         during the 180-day period referred to in Section 3(h)(A) of this
         Agreement (as such period may be extended pursuant to the last
         paragraph of Section 3 of this Agreement) and either (A) the aggregate
         number of days in any consecutive 365-day period for which the Exchange
         Offer Registration Statement or such Prospectus shall not be effective
         or usable exceeds 60 days, (B) the Exchange Offer Registration
         Statement or such Prospectus shall not be effective or usable for more
         than two periods (regardless of duration) in any consecutive 365-day
         period or (C) the Exchange Offer Registration Statement or the
         Prospectus shall not be effective or usable for a period of more than
         30 consecutive days,

(each of the events referred to in clauses (i) through (vii) above being
hereinafter called a "Registration Default"), the per annum interest rate borne
by the Registrable Securities shall be increased ("Additional Interest") by
one-quarter of one percent (0.25%) per annum, immediately following such 120-day
period in the case of clause (i) above, immediately following such 225-day
period in the case of clause (ii) above, immediately following such 45-day
period in the case of clause (iii) above, immediately following any such 225-day
period or 45-day period, whichever ends later, in the case of clause (iv) above,
immediately following any such 270-day period or 30-day period, whichever ends
first, in the case of clause (v) above, immediately following the 30th
consecutive day or the 60th day in any consecutive 365-day period, whichever
occurs first, that a Shelf Registration Statement shall not be effective or a
Shelf Registration Statement or the Prospectus included therein shall not be
usable as contemplated by clause (vi) above, immediately following the 60th day
in any consecutive 365-day period, as of the first day of the third period in
any consecutive 365-day period or immediately following the 30th consecutive
day, whichever occurs first, that the Exchange Offer Registration statement
shall not be effective or the Exchange Offer Registration Statement or the
Prospectus included therein shall not be usable as contemplated by clause (vii)
above, which rate will be increased by an additional one-quarter of one percent
(0.25%) per annum immediately following each 90-day period that any Additional
Interest continues to accrue under any circumstances; provided that the
aggregate increase in such annual interest rate may in no event exceed one-half
of one percent (0.50%) per annum. Upon the filing of the Exchange Offer



                                      -10-



Registration Statement after the 120-day period described in clause (i) above,
the effectiveness of the Exchange Offer Registration Statement after the 225-day
period described in clause (ii) above, the consummation of the Exchange Offer
after the 45-day period described in clause (iii) above, the filing of the Shelf
Registration Statement after the 225-day period or 30-day period day, as the
case may be, described in clause (iv) above, the effectiveness of a Shelf
Registration Statement after the 270-day period or 30-day period, as the case
may be, described in clause (v) above, or the Shelf Registration Statement once
again being effective or the Shelf Registration Statement and the Prospectus
included therein becoming usable in connection with resales of Registrable
Securities, as the case may be, in the case of clause (vi) above, or the
Exchange Offer Registration Statement once again becoming effective or the
Exchange Offer Registration Statement and the Prospectus included therein
becoming usable in connection with resales of Exchange Securities, as the case
may be, in the case of clause (vii) thereof, such Additional Interest shall
cease to accrue on the Registrable Securities from the date of such filing,
effectiveness, consummation or resumption of effectiveness or useability, as the
case may be, so long as no other Registration Default shall have occurred and
shall be continuing at such time and the Issuer and the Guarantors are otherwise
in compliance with this paragraph; provided, however, that, if after any such
Additional Interest ceases to accrue, one or more Registration Defaults shall
again occur, such Additional Interest shall again accrue pursuant to the
foregoing provisions, beginning at one-quarter of one percent (0.25%) per annum.

         The Issuer and the Company shall notify, and the Company shall cause
the Subsidiary Guarantors to notify, the Trustee within three business days
after the occurrence of each Registration Default. Additional Interest payable
with respect to any Registrable Securities shall be due and payable on each
March 15 and September 15 (each, an "Additional Interest Payment Date"). If
Additional Interest has accrued on such Registrable Security during the
semi-annual period immediately preceding such Additional Interest Payment Date,
Additional Interest shall be payable to the Person in whose name such
Registrable Security (or one or more predecessor Securities) is registered at
the close of business on March 1 or September 1, whether or not a business day,
next preceding such Additional Interest Payment Date. Each obligation to pay
Additional Interest shall be deemed to accrue from and including the day
following the occurrence of the applicable Registration Default. The amount of
Additional Interest will be determined by multiplying the applicable Additional
Interest rate by the principal amount of the Registrable Securities, multiplied
by a fraction, the numerator of which is the number of days such Additional
Interest rate was applicable during such semi-annual period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.

         Anything herein to the contrary notwithstanding, any Holder who was, at
the time the Exchange Offer was pending and consummated, eligible to exchange,
and did not validly tender, its Securities for Exchange Securities in the
Exchange Offer will not be entitled to receive any Additional Interest. For
purposes of clarity, it is hereby acknowledged and agreed that, under current
interpretations of law by the SEC, an Initial Purchaser is not eligible to
participate in the Exchange Offer with respect to unsold allotments of
Securities acquired from the Issuer and held by such Initial Purchaser.

         3. Registration Procedures. In connection with the obligations of the
Issuer and the Guarantors with respect to the Registration Statements pursuant
to Sections 2(a) and 2(b) hereof, the Issuer and the Company shall (and the
Company shall cause the Subsidiary Guarantors to):

                  (a) prepare and file with the SEC a Registration Statement or,
         if required, Registration Statements, within the time periods specified
         in Section 2, on the appropriate form under the 1933 Act, which form
         (i) shall be selected by the Issuer and the Guarantors, (ii) shall, in
         the case of a Shelf Registration Statement, be available for the sale
         of the Registrable Securities by the selling Holders thereof and (iii)
         shall comply as to form in all material respects with the requirements



                                      -11-


         of the applicable form and include or incorporate by reference all
         financial statements required by the SEC to be filed therewith, and use
         their reasonable best efforts to cause such Registration Statement to
         become effective and remain effective in accordance with Section 2
         hereof; provided that, if (1) a Shelf Registration Statement is filed
         pursuant to Section 2(b), or (2) a Prospectus contained in an Exchange
         Offer Registration Statement filed pursuant to Section 2(a) is required
         to be delivered under the 1933 Act by any Participating Broker-Dealer
         who seeks to sell Exchange Securities for such period of time as such
         Participating Broker-Dealer must comply with such requirements in order
         to resell the Exchange Securities, before filing any Registration
         Statement or Prospectus or any amendments or supplements thereto the
         Issuer and the Company shall, and the Company shall cause the
         Subsidiary Guarantors to if requested, furnish and afford the Holders
         of the Registrable Securities to be registered pursuant to such Shelf
         Registration Statement, or each Participating Broker-Dealer and to
         their counsel and the managing underwriters, if any, a reasonable
         opportunity to review copies of all such documents (including copies of
         any documents to be incorporated or deemed to be incorporated by
         reference therein and all exhibits thereto) proposed to be filed (in
         each case at least five business days prior to such filing). The Issuer
         and the Company shall not file, and the Company shall cause the
         Subsidiary Guarantors to not to file, any such Registration Statement
         or Prospectus or any amendments or supplements thereto if the Majority
         Holders of Registrable Securities covered by such Registration
         Statement, or any such Participating Broker-Dealer, as the case may be,
         their counsel, or the managing underwriters, if any, shall reasonably
         object;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary under applicable law to keep such Registration Statement
         continuously effective for the applicable period; cause each Prospectus
         to be supplemented by any required prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
         comply with the provisions of the 1933 Act and the 1934 Act with
         respect to the disposition of all Securities covered by each
         Registration Statement during the applicable period in accordance with
         the intended method or methods of distribution by the selling Holders
         thereof;

                  (c) use their reasonable best efforts to prevent the issuance
         of any order suspending the effectiveness of a Registration Statement
         or of any order preventing or suspending the use of a Prospectus or
         suspending the qualification (or exemption from qualification) of any
         of the Registrable Securities or the Exchange Securities to be sold by
         any Participating Broker-Dealer, for sale in any jurisdiction, and, if
         any such order is issued, to use their reasonable best efforts to
         obtain the withdrawal of any such order at the earliest possible date;

                  (d) in the case of a Shelf Registration, (i) notify each
         Holder of Registrable Securities, at least ten business days prior to
         filing, that a Shelf Registration Statement with respect to the
         Registrable Securities is being filed and advising such Holders that
         the distribution of Registrable Securities will be made in accordance
         with the method elected by the Majority Holders; (ii) furnish to each
         Holder of Registrable Securities, to counsel for the Initial
         Purchasers, to counsel for the Holders and to each underwriter of an
         underwritten offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus, and any amendment or supplement thereto and such other
         documents as such Holder, counsel or underwriter may reasonably
         request, including financial statements and schedules and, if such
         Holder, counsel or underwriter so requests, all exhibits (including
         those incorporated by reference) in order to facilitate the public sale
         or other disposition of the Registrable Securities; and (iii) subject
         to the last paragraph of this Section 3, consent to the use of the
         Prospectus, including each preliminary Prospectus, or any amendment or
         supplement thereto by each of the Holders and underwriters of
         Registrable Securities in connection with the offering and sale of the
         Registrable Securities covered by any Prospectus or any amendment or
         supplement thereto;


                                      -12-


                  (e) use their reasonable best efforts to register or qualify
         the Registrable Securities under all applicable state securities or
         "blue sky" laws of such jurisdictions as any Holder of Registrable
         Securities covered by a Registration Statement and each underwriter of
         an underwritten offering of Registrable Securities shall reasonably
         request, to cooperate with the Holders and the underwriters of any
         Registrable Securities in connection with any filings required to be
         made with the NASD, to keep each such registration or qualification
         effective during the period such Registration Statement is required to
         be effective and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such Holder to consummate
         the disposition in each such jurisdiction of such Registrable
         Securities owned by such Holder; provided, however, that the Issuer and
         the Guarantors shall not be required to (i) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where they
         would not otherwise be required to qualify but for this Section 3(e) or
         (ii) take any action which would subject them to general service of
         process or taxation in any such jurisdiction if they are not then so
         subject;

                  (f) use their reasonable best efforts to cause the Registrable
         Securities covered by any Registration Statement to be registered with
         or approved by such governmental agencies or authorities as may be
         necessary to enable the Holder or Holders thereof or the underwriter,
         if any, to consummate the disposition of such Registrable Securities,
         except as may be required solely as a consequence of the nature of such
         Holder's business, in which case the Issuer and the Company will
         cooperate, and the Company shall cause the Subsidiary Guarantors to
         cooperate, in all reasonable respects with the filing of such
         Registration Statement and the grating of such approvals;

                  (g) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities and counsel for such Holders promptly and, if
         requested by such Holder or counsel, confirm such advice in writing
         promptly (i) when a Registration Statement has become effective and
         when any post-effective amendments and supplements thereto become
         effective, (ii) of any request by the SEC or any state securities
         authority for post-effective amendments or supplements to a
         Registration Statement or Prospectus or for additional information
         after a Registration Statement has become effective, (iii) of the
         issuance by the SEC or any state securities authority of any stop order
         suspending the effectiveness of a Registration Statement or the
         initiation of any proceedings for that purpose, (iv) if between the
         effective date of a Registration Statement and the closing of any sale
         of Registrable Securities covered thereby the representations and
         warranties of the Issuer and the Guarantors contained in any
         underwriting agreement, securities sales agreement or other similar
         agreement, if any, relating to such offering cease to be true and
         correct, (v) of the receipt by the Issuer and the Guarantors of any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         or threatening of any proceeding for such purpose, (vi) of the
         happening of any event or the discovery of any facts during the period
         a Shelf Registration Statement is effective which is contemplated in
         Section 2(d)(i)(A) or 2(d)(i)(B) or which makes any statement made in
         such Shelf Registration Statement or the related Prospectus untrue in
         any material respect or which constitutes an omission to state a
         material fact in such Shelf Registration Statement or Prospectus and
         (vii) of any determination by the Issuer and the Guarantors that a
         post-effective amendment to a Registration Statement would be
         appropriate. Without limitation to any other provisions of this
         Agreement, the Issuer and the Company agree, and the Company shall
         cause the Subsidiary Guarantors to agree, that this Section 3(g) shall
         also be applicable, mutatis mutandis, with respect to the Exchange
         Offer Registration Statement and the Prospectus included therein to the
         extent that such Prospectus is being used by Participating
         Broker-Dealers as contemplated by Section 3(h);

                                      -13-


                  (h) in the case of an Exchange Offer, (i) include in the
         Exchange Offer Registration Statement (A) a "Plan of Distribution"
         section (which section shall be reasonably acceptable to the
         Representatives) covering the use of the Prospectus included in the
         Exchange Offer Registration Statement by broker-dealers who have
         exchanged their Registrable Securities for Exchange Securities for the
         resale of such Exchange Securities and (B) a statement to the effect
         that any such broker-dealers who wish to use the related Prospectus in
         connection with the resale of Exchange Securities acquired as a result
         of market-making or other trading activities will be required to notify
         the Issuer and the Guarantors to that effect, together with
         instructions for giving such notice (which instructions shall include a
         provision for giving such notice by checking a box or making another
         appropriate notation on the related letter of transmittal) (each such
         broker-dealer who gives notice to the Issuer and the Guarantors as
         aforesaid being hereinafter called a "Notifying Broker-Dealer"), (ii)
         furnish to each Notifying Broker-Dealer who desires to participate in
         the Exchange Offer, without charge, as many copies of each Prospectus
         included in the Exchange Offer Registration Statement, including any
         preliminary prospectus, and any amendment or supplement thereto, as
         such broker-dealer may reasonably request, (iii) include in the
         Exchange Offer Registration Statement a statement that any
         broker-dealer who holds Registrable Securities acquired for its own
         account as a result of market-making activities or other trading
         activities (a "Participating Broker-Dealer"), and who receives Exchange
         Securities for Registrable Securities pursuant to the Exchange Offer,
         may be a statutory underwriter and must deliver a prospectus meeting
         the requirements of the 1933 Act in connection with any resale of such
         Exchange Securities, (iv) subject to the last paragraph of this Section
         3, consent to the use of the Prospectus forming part of the Exchange
         Offer Registration Statement or any amendment or supplement thereto by
         any Notifying Broker-Dealer in connection with the sale or transfer of
         Exchange Securities, and (v) include in the letter of transmittal or
         similar documentation to be executed by an exchange offeree in order to
         participate in the Exchange Offer the following provision:

                           "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 Securities. If
                  the undersigned is a broker-dealer that will receive Exchange
                  Securities for its own account in exchange for Registrable
                  Securities, it represents that the Registrable Securities to
                  be exchanged for Exchange Securities were acquired by it as a
                  result of market-making activities or other trading activities
                  and acknowledges that it will deliver a prospectus meeting the
                  requirements of the 1933 Act in connection with any resale of
                  such Exchange Securities pursuant to the Exchange Offer;
                  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 1933 Act."

                           (A) to the extent any Notifying Broker-Dealer
                  participates in the Exchange Offer, (i) the Issuer and the
                  Company shall use, and the Company shall cause the Subsidiary
                  Guarantors to use, their reasonable best efforts to maintain
                  the effectiveness of the Exchange Offer Registration Statement
                  for a period of 180 days (subject to extension pursuant to the
                  last paragraph of this Section 3) following the last date on
                  which exchanges are accepted pursuant to the Exchange Offer,
                  and (ii) the Issuer and the Company will comply, and the
                  Company shall cause the Subsidiary Guarantors, to comply,
                  insofar as relates to the Exchange Offer Registration
                  Statement, the Prospectus included therein and the offering
                  and sale of Exchange Securities pursuant thereto, with their
                  obligations under Section 2(b)(D), the last paragraph of
                  Section 2(b), Section 3(c), 3(e), 3(g), 3(k), 3(l), 3(m), 3(q)
                  and 3(v), and the last two paragraphs of this Section 3 as if



                                      -14-


                  all references therein to a Shelf Registration Statement, the
                  Prospectus included therein and the Holders of Registrable
                  Securities referred, mutatis mutandis, to the Exchange Offer
                  Registration Statement, the Prospectus included therein and
                  the applicable Notifying Broker-Dealers and, for purposes of
                  this Section 3(h), all references in any such paragraphs or
                  sections to the "Majority Holders" shall be deemed to mean,
                  solely insofar as relates to this Section 3(h), the Notifying
                  Broker-Dealers who are the Holders of the majority in
                  aggregate principal amount of the Exchange Securities which
                  are Registrable Securities;

                           (B) to the extent any Notifying Broker-Dealer
                  participates in the Exchange Offer, the Issuer and the Company
                  shall use, and the Company shall cause the Subsidiary
                  Guarantors to use, their reasonable best efforts to cause to
                  be delivered at the request of an entity representing such
                  Notifying Broker-Dealers (which entity shall be the
                  Representatives), unless it elects not to act as such
                  Representatives, a "cold comfort" letter with respect to the
                  Prospectus in the form existing on the last date on which
                  exchanges are accepted pursuant to the Exchange Offer and with
                  respect to each subsequent amendment or supplement, if any,
                  effected during the period specified in clause (B) above; and

                           (C) the Issuer and the Guarantors shall not be
                  required to amend or supplement the Prospectus contained in
                  the Exchange Offer Registration Statement as would otherwise
                  be contemplated by Section 3(b) or 3(m) hereof, or take any
                  other action as a result of this Section 3(h), for a period
                  exceeding 270 days (subject to extension pursuant to the last
                  paragraph of this Section 3) after the last date on which
                  exchanges are accepted pursuant to the Exchange Offer, and
                  Notifying Broker-Dealers shall not be authorized by the Issuer
                  and the Guarantors to, and shall not, deliver such Prospectus
                  after such period in connection with resales contemplated by
                  this Section 3;

                  (i) in the case of a Shelf Registration, furnish counsel for
         the Holders of Registrable Securities and counsel for any underwriters
         of Registrable Securities, copies of any request by the SEC or any
         state securities authority for amendments or supplements to a
         Registration Statement or Prospectus or for additional information;

                  (j) use their reasonable best efforts to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         as soon as practicable and provide immediate notice to each Holder of
         the withdrawal of any such order;

                  (k) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendments thereto (without documents incorporated or deemed to be
         incorporated therein by reference or exhibits thereto, unless
         requested);

                  (l) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends; and
         cause such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and in a form
         eligible for deposit with the Depositary and registered in such names
         as the selling Holders or the underwriters, if any, may reasonably
         request in writing at least one business day prior to the closing of
         any sale of Registrable Securities;

                  (m) in the case of a Shelf Registration, upon the occurrence
         of any event or the discovery of any facts as contemplated by Section
         3(g)(vi) hereof, use their reasonable best efforts to prepare a
         supplement or post-effective amendment to a Registration Statement or
         the related Prospectus or any document incorporated or deemed to be


                                      -15-



         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of the Registrable
         Securities, such Prospectus will not contain at the time of such
         delivery any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they were made, not misleading.
         The Issuer and the Company agree to notify, and the Company shall cause
         the Subsidiary Guarantors to notify, each Holder to suspend use of the
         Prospectus as promptly as practicable after the occurrence of such an
         event, and each Holder hereby agrees to suspend use of the Prospectus
         until the Issuer and the Guarantors have amended or supplemented the
         Prospectus to correct such misstatement or omission. At such time as
         such public disclosure is otherwise made or the Issuer and the
         Guarantors determine that such disclosure is not necessary, in each
         case to correct any misstatement of a material fact or to include any
         omitted material fact, the Issuer and the Company agree, and the
         Company shall cause the Subsidiary Guarantors to agree, promptly to
         notify each Holder of such determination and, if necessary, to furnish
         each Holder such number of copies of the Prospectus, as amended or
         supplemented, as such Holder may reasonably request;

                  (n) provide the Trustee with any necessary printed or
         word-processed certificates for the Exchange Securities or Registrable
         Securities, as the case may be, in a form eligible for deposit with the
         Depositary;

                  (o) (i) cause the Indenture to be qualified under the TIA in
         connection with the registration of the Exchange Securities or
         Registrable Securities, as the case may be, (ii) cooperate with the
         Trustee and the Holders to effect such changes, if any, to the
         Indenture as may be required for the Indenture to be so qualified in
         accordance with the terms of the TIA and (iii) execute, and use their
         reasonable best efforts to cause the Trustee to execute, all documents
         as may be required to effect such changes, if any, and all other forms
         and documents required to be filed with the SEC to enable the Indenture
         to be so qualified in a timely manner;

                  (p) in the case of a Shelf Registration, the Majority Holders
         of the Registrable Securities registered pursuant to such Shelf
         Registration Statement shall have the right to direct the Issuer and
         the Guarantors to effect not more than one underwritten registration
         and, in connection with such underwritten registration, the Issuer and
         the Company shall, and the Company shall cause the Subsidiary
         Guarantors to, enter into agreements (including underwriting agreements
         or similar agreements) and take all other customary and appropriate
         actions (including those reasonably requested by the Majority Holders
         of the Registrable Securities being sold) in order to expedite or
         facilitate the disposition of such Registrable Securities and in such
         connection:

                           (i) make such representations and warranties to the
                  Holders of such Registrable Securities and the underwriters,
                  in form, substance and scope as are customarily made by
                  issuers to underwriters in similar underwritten offerings as
                  may be reasonably requested by such Holders and underwriters;

                           (ii) obtain opinions of counsel to the Issuer and the
                  Company (which counsel and opinions (in form, scope and
                  substance) shall be reasonably satisfactory to the managing
                  underwriters, and the Majority Holders of the Registrable
                  Securities being sold) addressed to each selling Holder and
                  the underwriters, covering the matters customarily covered in
                  opinions requested in sales of securities or underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                           (iii) obtain "cold comfort" letters and updates
                  thereof with respect to such Shelf Registration Statement and
                  the Prospectus included therein, all amendments and



                                      -16-



                  supplements thereto and all documents incorporated or deemed
                  to be incorporated by reference therein from the Issuer's and
                  the Company's independent certified public accountants and
                  from the independent certified public accountants for any
                  other Person or any business or assets whose financial
                  statements are included or incorporated by reference in the
                  Shelf Registration Statement, each addressed to the
                  underwriters, and use their reasonable best efforts to have
                  such letters addressed to the selling Holders of Registrable
                  Securities, such letters to be in customary form and covering
                  matters of the type customarily covered in "cold comfort"
                  letters to underwriters in connection with similar
                  underwritten offerings and such letters to be delivered at the
                  time of the pricing of such underwritten registration with an
                  update to such letter to be delivered at the time of closing
                  of such underwritten registration;

                           (iv) if an underwriting agreement or other similar
                  agreement is entered into, cause the same to set forth
                  indemnification and contributions provisions and procedures
                  substantially equivalent to the indemnification and
                  contributions provisions and procedures set forth in Section 5
                  hereof with respect to the underwriters and all other parties
                  to be indemnified pursuant to Section 5 hereof or such other
                  indemnification and contributions as shall be satisfactory to
                  the Issuer and the Guarantors, the applicable underwriters and
                  the Majority Holders of the Registrable Securities being sold;
                  and

                           (v) deliver such other documents and certificates as
                  may be reasonably requested and as are customarily delivered
                  in similar offerings.

         The documents referred to in clauses (ii) and (v) above shall be
         delivered at the closing under any underwriting or similar agreement as
         and to the extent required thereunder. In the case of any such
         underwritten offering, the Issuer and the Company shall, and the
         Company shall cause the Subsidiary Guarantors to, provide written
         notice to the Holders of all Registrable Securities prior to the filing
         of the Shelf Registration Statement for such underwritten offering.
         Such notice shall (x) offer each such Holder the right to participate
         in such underwritten offering, (y) specify a date, which shall be no
         earlier than 15 days following the date of such notice, by which such
         Holder must inform the Issuer and the Guarantors of their intent to
         participate in such underwritten offering and (z) include the
         instructions such Holder must follow in order to participate in such
         underwritten offering;

                  (q) if (1) a Shelf Registration Statement is filed pursuant to
         Section 2(b), or (2) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2(a) is required to be
         delivered under the 1933 Act by any Participating Broker-Dealer who
         seeks to sell Exchange Securities for such period of time as such
         Participating Broker-Dealer must comply with such requirements in order
         to resell the Exchange Securities, make available for inspection by any
         Holder of such Registrable Securities being sold, or each such
         Participating Broker-Dealer, as the case may be, any underwriter
         participating in any such disposition of Registrable Securities, if
         any, and any attorney, accountant or other agent retained by any such
         Holder or each such Participating Broker-Dealer, as the case may be, or
         underwriter (collectively, the "Inspectors"), at the offices where
         normally kept, during reasonable business hours, all financial and
         other records and pertinent corporate documents of the Company and its
         subsidiaries as shall be reasonably necessary to enable them to
         exercise any applicable due diligence responsibilities, and cause the
         officers, directors and employees of the Company and its subsidiaries
         to supply all information reasonably requested by any such Inspector in
         connection with such Registration Statement; provided that any such
         records, documents, properties and such information that is designated
         in writing by the Issuer and the Guarantors, in good faith, as
         confidential at the time of delivery of such records, documents,


                                      -17-


         properties or information shall be kept confidential by any such
         representative, underwriter, counsel or accountant and shall be used
         only in connection with such Shelf Registration Statement, unless such
         information has become available (not in violation of this Agreement)
         to the public generally or through a third party without an
         accompanying obligation of confidentiality, and except that such
         representative, underwriter, counsel or accountant shall have no
         liability, and shall not be in breach of this provision, if disclosure
         of such confidential information is made in connection with a court
         proceeding or required by law, and the Issuer or the Guarantors shall
         be entitled to request that such representative, underwriter, counsel
         or accountant sign a confidentiality agreement to the foregoing effect.
         Each such person will be required to agree that information obtained by
         it as a result of such inspections shall be deemed confidential and
         shall not be used by it as the basis for any market transactions in the
         securities of the Issuer or the Guarantors unless and until such is
         made generally available to the public through no fault or action of
         such person. Each selling Holder of such Registrable Securities will be
         required to further agree that it will, upon learning that disclosure
         of confidential information is necessary, give notice to the Issuer and
         the Company to allow the Issuer and the Company at their expense to
         undertake appropriate action to prevent disclosure of the confidential
         information;

                  (r) comply with all applicable rules and regulations of the
         SEC and make generally available to the security holders of the Issuer
         and the Guarantors an earnings statements satisfying the provisions of
         Section 11(a) of the 1933 Act and Rule 158 thereunder (or any similar
         rule promulgated under the 1933 Act) no later than 45 days after the
         end of any 12-month period (or 90 days after the end of any 12-month
         period if such period is a fiscal year) (i) commencing at the end of
         any fiscal quarter in which Registrable Securities are sold in a firm
         commitment or reasonable best efforts underwritten offering and (ii) if
         not sold to underwriters in such an offering, commencing on the first
         day of the first fiscal quarter of the Issuer and the Guarantors after
         the effective date of a Registration Statement, which earnings
         statements shall cover the 12-month periods provided for in Section
         11(a) of the 1933 Act;

                  (s) upon consummation of an Exchange Offer or sale of Private
         Exchange Securities, obtain an opinion of counsel to the Issuer and the
         Guarantors (in form, scope and substance reasonably satisfactory to the
         Representatives), addressed to the Trustee for the benefit of all
         Holders participating in the Exchange Offer or sale of Private Exchange
         Securities, as the case may be, to the effect that (i) the Issuer and
         the Guarantors have duly authorized, executed and delivered the
         Exchange Securities or the Private Exchange Securities, as the case may
         be, and the Indenture, and (ii) the Exchange Securities or the Private
         Exchange Securities, as the case may be, and the Indenture constitute
         legal, valid and binding obligations of the Issuer and the Guarantors,
         enforceable against the Issuer and the Guarantors in accordance with
         their respective terms, except as such enforcement may be subject to
         customary exceptions;

                  (t) if the Exchange Offer or sale of Private Exchange
         Securities is to be consummated, upon delivery of the Registrable
         Securities by the Holders to the Issuer and the Guarantors (or to such
         other Person as directed by the Issuer and the Guarantors) in exchange
         for the Exchange Securities and/or the Private Exchange Securities, as
         the case may be, the Issuer and the Guarantors shall mark, or cause to
         be marked, on such Registrable Securities that such Registrable
         Securities are being canceled in exchange for the Exchange Securities
         or the Private Exchange Securities, as the case may be; provided that
         in no event shall such Registrable Securities be marked as paid or
         otherwise satisfied;


                                      -18-



                  (u) in the case of a Shelf Registration, make available for
         inspection by representatives of the Holders of the Registrable
         Securities and any underwriters participating in any disposition
         pursuant to a Shelf Registration Statement and any counsel or
         accountant retained by such Holders or underwriters, all financial
         statements and other records, documents and properties of the Issuer
         and the Guarantors reasonably requested by any such Persons, and cause
         the respective officers, directors, employees, and any other agents of
         the Issuer and the Guarantors to supply all information reasonably
         requested by any such Persons in connection with a Shelf Registration
         Statement; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by the Representatives and on behalf of the other parties by
         one counsel designated by the holders of a majority of the Registrable
         Securities, and provided further that any such records, documents,
         properties and such information that is designated in writing by the
         Issuer and the Guarantors, in good faith, as confidential at the time
         of delivery of such records, documents, properties or information shall
         be kept confidential by any such representative, underwriter, counsel
         or accountant and shall be used only in connection with such Shelf
         Registration Statement, unless such information has become available
         (not in violation of this Agreement) to the public generally or through
         a third party without an accompanying obligation of confidentiality,
         and except that such representative, underwriter, counsel or accountant
         shall have no liability, and shall not be in breach of this provision,
         if disclosure of such confidential information is made in connection
         with a court proceeding or required by law, and the Issuer or the
         Guarantors shall be entitled to request that such representative,
         underwriter, counsel or accountant sign a confidentiality agreement to
         the foregoing effect. Each such person will be required to agree that
         information obtained by it as a result of such inspections shall be
         deemed confidential and shall not be used by it as the basis for any
         market transactions in the securities of the Issuer or the Guarantors
         unless and until such is made generally available to the public through
         no fault or action of such person. Each selling Holder of such
         Registrable Securities will be required to further agree that it will,
         upon learning that disclosure of confidential information is necessary,
         give notice to the Issuer and the Company to allow the Issuer and the
         Company at their expense to undertake appropriate action to prevent
         disclosure of the confidential information;

                  (v) (i) in the case of an Exchange Offer, a reasonable time
         prior to the filing of any Exchange Offer Registration Statement, any
         Prospectus forming a part thereof, any amendment to an Exchange Offer
         Registration Statement or amendment or supplement to such Prospectus,
         provide copies of such documents to the Representatives and make such
         changes in any such documents prior to the filing thereof as the
         Representatives or their counsel may reasonably request; (ii) in the
         case of a Shelf Registration, a reasonable time prior to filing any
         Shelf Registration Statement, any Prospectus forming a part thereof,
         any amendment to such Shelf Registration Statement or amendment or
         supplement to such Prospectus, provide copies of such document to the
         Holders of Registrable Securities, to the Representatives, to the
         underwriter or underwriters, of an underwritten offering of Registrable
         Securities, and to counsel for any such Holders, the Representatives or
         underwriters, and make such changes in any such document prior to the
         filing thereof as the Holders of Registrable Securities, the
         Representatives, any such underwriter or underwriters or any of their
         respective counsel may reasonably request; and (iii) in the case of a
         Shelf Registration, cause the representatives of the Issuer and the
         Guarantors to be available for discussion of such documents as shall be
         reasonably requested by the Holders of Registrable Securities, the
         Representatives on behalf of such Holders or any underwriter, and shall
         not at any time make any filing of any such document of which such
         Holders, the Representatives on behalf of such Holders, their counsel
         or any underwriter shall not have previously been advised and furnished
         a copy or to which such Holders, the Representatives on behalf of such
         Holders, their counsel or any underwriter shall reasonably object
         within a reasonable time period;

                                      -19-


                  (w) use their reasonable best efforts to cause all Exchange
         Securities to be listed on any securities exchange on which similar
         debt securities issued by the Issuer and the Guarantors are then listed
         if requested by the Majority Holders or by the underwriter or
         underwriters of an underwritten offering of Registrable Securities, if
         any;

                  (x) use their reasonable best efforts to cause the Registrable
         Securities to be rated by the appropriate rating agencies, if so
         requested by the Majority Holders of Registrable Securities or by the
         underwriter or underwriters of an underwritten offering, unless the
         Registrable Securities are already so rated;

                  (y) otherwise use their reasonable best efforts to comply with
         all applicable rules and regulations of the SEC; and

                  (z) cooperate and assist in any filings required to be made
         with the NASD and in the performance of any due diligence investigation
         by any underwriter and their counsel.

         In the case of a Shelf Registration Statement, the Issuer and the
Guarantors may (as a condition to such Holder's participation in the Shelf
Registration) require each Holder of Registrable Securities to furnish to the
Issuer and the Guarantors such information regarding such Holder and the
proposed distribution by such Holder of such Registrable Securities as the
Issuer and the Company may reasonably request in writing.

         In the case of a Shelf Registration Statement, each Holder agrees and,
in the event that any Participating Broker-Dealer is using the Prospectus
included in the Exchange Offer Registration Statement in connection with the
sale of Exchange Securities pursuant to Section 3(h), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Issuer and the
Company of the happening of any event or the discovery of any facts of the kind
described in Section 3(g)(ii), 3(g)(iii) or 3(g)(v) through 3(g)(vii) hereof,
such Holder or Participating Broker-Dealer, as the case may be, will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until receipt by such Holder or Participating Broker-Dealer, as the
case may be, of (i) the copies of the supplemented or amended Prospectus
contemplated by Section 3(m) hereof or (ii) written notice from the Issuer and
the Company that the Shelf Registration Statement or the Exchange Offer
Registration Statement, respectively, are once again effective or that no
supplement or amendment is required. If so directed by the Issuer and the
Company, such Holder or Participating Broker-Dealer, as the case may be, will
deliver to the Issuer or the Company (at the Company's expense) all copies in
their possession, other than permanent file copies then in their possession, of
the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. Nothing in this paragraph shall prevent the accrual of
Additional Interest on any, Registrable Securities, Exchange Securities or
Private Equity Securities.

         If the Issuer and the Company give any such notice to suspend the
disposition of Registrable Securities pursuant to the immediately preceding
paragraph, the Issuer and the Guarantors shall be deemed to have used their
reasonable best efforts to keep the Shelf Registration Statement or, in the case
of Section 3(h), the Exchange Offer Registration Statement, as the case may be,
effective during such period of suspension; provided that (i) such period of
suspension shall not exceed the time periods provided in Section 2(d)(iii)
hereof and (ii) the Issuer and the Guarantors shall use their reasonable best
efforts to file and have declared effective (if an amendment) as soon as
practicable thereafter an amendment or supplement to the Shelf Registration
Statement or the Exchange Offer Registration Statement or both, as the case may
be, or the Prospectus included therein and shall extend the period during which
the Shelf Registration Statement or the Exchange Offer Registration Statement or
both, as the case may be, shall be maintained effective pursuant to this
Agreement (and, if applicable, the period during which Participating
Broker-Dealers may use the Prospectus included in the Exchange Offer
Registration Statement pursuant to Section 3(h) hereof) by the number of days


                                      -20-




during the period from and including the date of the giving of such notice to
and including the earlier of the date when the Holders or Participating
Broker-Dealers, respectively, shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions and the effective date
of written notice from the Company to the Holders or Participating
Broker-Dealers, respectively, that the Shelf Registration Statement or the
Exchange Offer Registration Statement, respectively, are once again effective or
that no supplement or amendment is required.

         4. Underwritten Registrations. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Issuer and the Guarantors. No Holder of Registrable Securities may participate
in any underwritten registration hereunder unless such Holder (a) agrees to sell
such Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

         5. Indemnification and Contribution.

         (a) The Issuer and the Company jointly and severally agree (and the
Company shall cause each Subsidiary Guarantor jointly and severally to agree) to
indemnify and hold harmless each Initial Purchaser, each Holder, each
Participating Broker-Dealer, each underwriter who participates in an offering of
Registrable Securities (each, an "Underwriter"), each Person, if any, who
controls any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934 Act, and their respective affiliates, directors, officers,
partners, employees and agents, to the fullest extent lawful, as follows:

                  (i) from and against any and all loss, liability, claim,
         damage, cost and expense whatsoever, as incurred, directly or
         indirectly caused by, related to, based upon, arising out of or in
         connection with any untrue statement or alleged untrue statement of a
         material fact contained in any Registration Statement (or any amendment
         thereto), including all documents incorporated or deemed to be
         incorporated therein by reference, pursuant to which Exchange
         Securities or Registrable Securities were registered under the 1933
         Act, or any omission or alleged omission therefrom of a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or arising out of any untrue statement or
         alleged untrue statement of a material fact contained in any
         preliminary prospectus, form of prospectus or Prospectus (or any
         amendment or supplement thereto) or any omission or alleged omission
         therefrom of a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                  (ii) from and against any and all loss, liability, claim,
         damage, cost and expense whatsoever, as incurred, to the extent of the
         aggregate amount paid in settlement of any litigation, or any
         investigation or proceeding by any governmental agency or body,
         commenced or threatened, or of any claim whatsoever based upon any such
         untrue statement or omission, or any such alleged untrue statement or
         omission; provided that (subject to Section 5(d) below) any such
         settlement is effected with the written consent of the Issuer and the
         Guarantors; and

                  (iii) from and against any and all expense whatsoever, as
         incurred (including, subject to Section 5(c) below, the fees and
         disbursements of counsel chosen by any indemnified party), reasonably
         incurred in investigating, preparing or defending against any
         litigation, or any investigation or proceeding by any court or
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) above;


                                      -21-


provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage, cost or expense to the extent solely caused by any
untrue statement or omission or alleged untrue statement or omission, made in
reliance upon and in conformity with written information furnished to the Issuer
and the Guarantors by any Initial Purchaser, Holder, Participating Broker-Dealer
or Underwriter with respect to such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto).

         (b) Each Holder, severally but not jointly, agrees to indemnify and
hold harmless the Issuer and the Guarantors, each the Initial Purchaser, each
Participating Broker-Dealer, each Underwriter and each other selling Holder and
each Person, if any, who controls the Issuer and the Guarantors, any Initial
Purchaser, any Underwriter, any Participating Broker-Dealer or any other selling
Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act from and against any and all loss, liability, claim, damage, cost and
expense described in the indemnity contained in Section 5(a) hereof, as
incurred, arising out of or based upon any untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto), but only to the extent such loss, liability, claim,
damage, cost or expense is finally judicially determined by a court of competent
jurisdiction in a final, unappealable order to have resulted solely from an
untrue statement or omission or alleged untrue statement or omission contained
in or omitted from written information with respect to such Holder furnished to
the Issuer and the Guarantors by such Holder expressly for use in the Shelf
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto); provided, however, that no such Holder shall
be liable for any claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
Shelf Registration Statement.

         (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. Counsel to the respective
indemnified parties shall be selected as follows: (i) counsel to the Initial
Purchasers and all Persons, if any, who control the Initial Purchasers within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be
selected by the Issuer and Guarantors; (ii) counsel to the Issuer and
Guarantors, the directors, each of the officers who signed the Registration
Statement and all Persons, if any, who control the Issuer and Guarantors within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be
selected by the Issuer and Guarantors; (iii) counsel to the Holders (other than
the Initial Purchasers or Participating Broker-Dealers) and all Persons, if any,
who control any Holders (other than the Initial Purchasers or Participating
Broker-Dealers) within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall be selected by the Holders who held or hold, as the case
may be, a majority in aggregate principal amount of the Registrable Securities
held by all such Holders; (iv) counsel to the Underwriters of any particular
offering of Registrable Securities and all Persons, if any, who control any such
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall be selected by such Underwriters; and (v) counsel to the
Participating Broker-Dealers (other than the Initial Purchasers) and all
Persons, if any, who control any such Participating Broker-Dealer within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be


                                      -22-



selected by the Participating Broker-Dealers who held or hold, as the case may
be, a majority in aggregate principal amount of the Exchange Securities referred
to in Section 3(h) hereof held by all such Participating Broker-Dealers. An
indemnifying party may participate at its own expense in the defense of any such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying party or parties be liable
for (A) the fees and expenses of more than one counsel (in addition to any local
counsel) separate from the indemnifying parties' own counsel for the Initial
Purchasers and all other Persons referred to in clause (i) of this paragraph,
(B) the fees and expenses of more than one counsel (in addition to any local
counsel) separate from the indemnifying parties' own counsel for the Company and
all other Persons referred to in clause (ii) of this paragraph, (C) the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from the indemnifying parties' own counsel for all Holders (other than the
Initial Purchasers or Participating Broker-Dealers) and all other Persons
referred to in clause (iii) of this paragraph, (D) the fees and expenses of more
than one counsel (in addition to any local counsel) separate from the
indemnifying parties' own counsel for all Underwriters of any particular
offering of Registrable Securities and all other Persons referred to in clause
(iv) of this paragraph, and (E) the fees and expenses of more than one counsel
(in addition to any local counsel) separate from the indemnifying parties' own
counsel for all Participating Broker-Dealers (other than the Initial Purchasers)
and all other Persons referred to in clause (v) of this paragraph, in each case
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 5 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

         (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 5(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
shall not be liable for any settlement of the nature contemplated by Section
5(a)(ii) effected without its written consent if such indemnifying party (x)
reimburses such indemnified party in accordance with such request to the extent
that the indemnifying party in its judgment considers such request to be
reasonable and (y) provides written notice to the indemnified party stating the
reason it deems the unpaid balance unreasonable, in each case no later than 45
days after receipt by such indemnifying party of the aforesaid request from the
indemnified party.

         (e) If the indemnification provided for in this Section 5 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and of
the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, liabilities, claims,


                                      -23-




damages or expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or parties or such
indemnified party or parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

         (f) The Issuer and the Guarantors, the Holders, and the Initial
Purchasers agree that it would not be just or equitable if contribution pursuant
to this Section 5 were determined by pro rata allocation or by any other method
of allocation that does not take account of the equitable considerations
referred to in paragraph (e) above. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 5 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

         Notwithstanding the provisions of this Section 5, no Initial Purchaser,
Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
Registrable Securities sold by it were offered exceeds the amount of any damages
that such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 5, each Person, if any, who controls an
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director, general
partner, manager or managing member, as the case may be, of the Issuer and the
Guarantors, each officer of the Issuer and the Guarantors who signed the
Registrations Statement and each Person, if any, who controls the Issuer and the
Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Issuer and the
Guarantors. The respective obligations of the Initial Purchasers, Holders,
Participating Broker-Dealers and Underwriters to contribute pursuant to this
Section 5 are several in proportion to the principal amount of Securities
purchased by them and not joint.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter or any
Person controlling any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, or by or on behalf of the Issuer and the Guarantors, their
officers, directors, general partner, managers or managing members, as the case
may be, or any Person controlling the Issuer and the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities or Exchange Securities pursuant to a Shelf Registration Statement.

                                      -24-


         6. Miscellaneous.

         (a) Rule 144 and Rule 144A. The Company agrees that, for so long as the
Company is subject to the reporting requirements of Section 13 or 15 of the 1934
Act, it will file all reports required to be filed by it under Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder and if it ceases to be so required to file such reports, it will upon
the request of any Holder or beneficial owner of Registrable Securities (i) make
publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii)
take such further action that is reasonable in the circumstances, in each case
to the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as
such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

         (b) No Inconsistent Agreements. The Issuer and the Guarantors have not
entered into nor will the Issuer and the Guarantors on or after the date of this
Agreement enter into any agreement which conflicts with or is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof; provided that the Issuer and the
Guarantors will not be precluded from entering into any agreement after the date
hereof which may or does result, directly or indirectly, in the payment of
Additional Interest.

         (c) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Issuer and Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure; provided, however, that no amendment, modification,
supplement or waiver or consent to any departure from the provisions of Section
5 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.

         (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder or Participating Broker-Dealer (other than the Initial
Purchasers), at the most current address set forth on the records of the
registrar under the Indenture, (ii) if to the Initial Purchasers, to the
Representatives at the most current address given by the Representatives, to the
Issuer and Guarantors by means of a notice given in accordance with the
provisions of this Section 6(d), which address initially shall be the address
set forth in the Purchase Agreement; (iii) if to the Issuer and Guarantors,
initially at the address set forth in the Purchase Agreement and thereafter at
such other address, notice of which is given in accordance with the provisions
of this Section 6(d) and (iv) if to any Underwriter, at the most current address
given by such Underwriter to the Issuer and Guarantors by means of a notice
given in accordance with the provisions of this Section 6(d), which address
initially shall be the address set forth in the applicable underwriting
agreement.


                                      -25-



         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

         (f) Third Party Beneficiary. Each Holder and Participating
Broker-Dealer shall be a third party beneficiary of the agreements made
hereunder between the Issuer and the Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of other Holders hereunder. Each
Holder, by its acquisition of Securities, shall be deemed to have agreed to the
provisions of Section 5(b) hereof.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Restriction on Resales. The Issuer or the Company will not resell
any Securities that have been acquired by either of them; the Issuer and the
Company will not permit any of their respective affiliates (as defined in Rule
144 under the 1933 Act) to resell, until a date at least 180 days after the
Closing Time, any Securities that have been acquired by any of them, and any
such resale shall be under circumstances that shall not require the registration
of the Securities under the 1933 Act.

         (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (k) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                            [SIGNATURE PAGE FOLLOWS]



                                      -26-



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                      TOLL BROTHERS FINANCE CORP.


                                      By:
                                         -------------------------------------
                                             Name:
                                             Title:


                                      TOLL BROTHERS, INC.


                                      By:
                                         -------------------------------------
                                             Name:
                                             Title:


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.


BANC ONE CAPITAL MARKETS, INC
for themselves and as a Representative of the Initial
Purchasers


By:
   --------------------------------------------
      Name:
      Title:


CITIGROUP GLOBAL MARKETS INC.
for themselves and as a Representative of the Initial
Purchasers


By:
   --------------------------------------------
      Name:
      Title:








                                   SCHEDULE A
                                   ----------



Initial Purchaser                                  Principal Amount of Notes
- -----------------                                  -------------------------
Citigroup Global Markets Inc.                            $142,500,000
Banc One Capital Markets, Inc.                            142,500,000
Banc of America Securities LLC                              3,000,000
Comerica Securities, Inc.                                   3,000,000
Credit Lyonnais Securities (USA) Inc.                       3,000,000
SunTrust Capital Markets, Inc.                              3,000,000
BNP Paribas Securities Corp.                                1,000,000
The Royal Bank of Scotland plc                              1,000,000
Wells Fargo Brokerage Services, LLC                         1,000,000
                                                         ------------
     Total                                               $300,000,000

EX-10

EXHIBIT 10.1


                           Toll Brothers Finance Corp.
                                  $300,000,000
                           4.95% Senior Notes Due 2014
             Guaranteed on a Senior Basis by Toll Brothers, Inc. and
                           Certain of Its Subsidiaries


                               Purchase Agreement


                                                             New York, New York
                                                                  March 9, 2004


Banc One Capital Markets, Inc.
Citigroup Global Markets Inc.
Banc of America Securities LLC
Comerica Securities, Inc.
Credit Lyonnais Securities (USA) Inc.
SunTrust Capital Markets, Inc.
BNP Paribas Securities Corp.
The Royal Bank of Scotland plc
Wells Fargo Brokerage Services, LLC

c/o Banc One Capital Markets, Inc.
1 Bank One Plaza
Suite IL1-0595
Chicago, IL  60670

and

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

As Representatives of the Initial Purchasers

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 Annex A hereto (collectively, the "Initial Purchasers"), for
whom Banc One Capital Markets, Inc. and Citigroup Global Markets Inc. ("you" or
the "Representatives") are acting as Representatives, $300,000,000 principal
amount of its 4.95% Senior Notes Due March 15, 2014 (the "Notes"). The Notes are
to be issued under an indenture dated as of November 22, 2002, as supplemented






by the First Supplemental Indenture dated as of May 1, 2003, the Second
Supplemental Indenture dated as of November 2, 2003, the Third Supplemental
Indenture dated as of January 26, 2004 and the Fourth Supplemental Indenture
dated as of March 1, 2004 and the Authorizing Resolutions dated March 9, 2004
(collectively the "Indenture") among the Issuer, the guarantors named therein
(individually a "Guarantor" and collectively, the "Guarantors"), including Toll
Brothers, Inc. (the "Company"), and J.P. Morgan Trust Company, National
Association, as successor to 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 March 16, 2004 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 16 hereof.

                  The sale of the Securities to the Initial Purchasers will be
made without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.

                  In connection with the sale of the Securities, the Issuer and
the Guarantors have prepared a final offering memorandum, dated March 9, 2004
(as amended or supplemented at the Execution Time, including any information
incorporated by reference therein, the "Final Memorandum"). The Final Memorandum
sets forth certain information concerning the Issuer, the Guarantors and the
Securities. The Issuer and the Guarantors hereby confirm that they have
authorized the use of the Final Memorandum, and any amendment or supplement
thereto, in connection with the offer and sale of the Securities by the Initial
Purchasers. Unless stated to the contrary, any references herein to the terms
"amend," "amendment" or "supplement" with respect to the Final Memorandum shall
be deemed to refer to and include any information filed under the Exchange Act
subsequent to the Execution Time which is incorporated by reference therein.

                  1. Representations and Warranties. Each of the Issuer and the
Company represents and warrants to the Initial Purchasers as set forth below in
this Section 1.

                  (a) At the Execution Time, on the Closing Date and on any
         settlement date, the Final Memorandum did not, and will not (and any
         amendment or supplement thereto, at the date thereof, at the Closing
         Date and on any settlement date, will not), contain any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Issuer and the Company make no representation or
         warranty as to the information contained in or omitted from the Final
         Memorandum, or any amendment or supplement thereto, in reliance upon
         and in conformity with information furnished in writing to the Issuer
         and the Company by or on behalf of the Initial Purchasers through the
         Representatives specifically for inclusion therein.



                                      -2-



                  (b) The documents incorporated by reference in the Final
         Memorandum, when they became effective or were filed with the
         Commission, as the case may be, under the Exchange Act, conformed, and
         any documents so filed and incorporated by reference after the date of
         this Agreement and on or prior to the Closing Date will conform, when
         they are filed with the Commission, in all material respects to the
         requirements of the Act and the Exchange Act, as applicable.

                  (c) Since the respective dates as of which information is
         given in the Final Memorandum, except as otherwise specifically stated
         therein, (a) there has been no material adverse change in the condition
         (financial or otherwise), earnings, business affairs or business
         prospects of the Company and its subsidiaries considered as one
         enterprise, whether or not arising in the ordinary course of business
         (a "Material Adverse Change"), and (b) there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

                  (d) Neither the Issuer and the Company, nor any of their
         respective Affiliates, nor any person acting on its or their behalf
         has, directly or indirectly, made offers or sales of any security, or
         solicited offers to buy any security, under circumstances that would
         require the registration of the Securities under the Act.

                  (e) Neither the Issuer and the Company, nor any of their
         respective Affiliates, nor any person acting on its or their behalf has
         engaged in any form of general solicitation or general advertising
         (within the meaning of Regulation D) in connection with any offer or
         sale of the Securities in the United States.

                  (f) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Act.

                  (g) Neither the Issuer nor the Company is, and after giving
         effect to the offering and sale of the Securities and the application
         of the proceeds thereof as described in the Final Memorandum neither
         will be, an "investment company" within the meaning of the Investment
         Company Act, without taking account of any exemption arising out of the
         number of holders of the Issuer or the Company's securities.

                  (h) The Company is subject to and in full compliance with the
         reporting requirements of Section 13 or Section 15(d) of the Exchange
         Act.

                  (i) Neither the Issuer nor the Company has paid or agreed to
         pay to any person any compensation for soliciting another to purchase
         any securities of the Issuer or the Company (except as contemplated by
         this Agreement).

                  (j) None of the Issuer, the Guarantors or their respective
         Affiliates has taken, directly or indirectly, any action designed to
         cause or which has constituted or which might reasonably be expected to
         cause or result, under the Exchange Act or otherwise, in the
         stabilization or manipulation of the price of any security of the
         Issuer or the Company to facilitate the sale or resale of the
         Securities.


                                      -3-




                  (k) The information prepared and provided by the Issuer and/or
         Company pursuant to Section 5(g) hereof will not, at the date thereof,
         contain any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading.

                  (l) Each of the Company and its subsidiaries has been duly
         incorporated (if a corporation) or formed (if a partnership, limited
         liability corporation or trust) and is validly existing as a
         corporation, partnership, limited liability company or trust, as the
         case may be, in good standing (if applicable) under the laws of its
         jurisdiction of incorporation or formation, as the case may be (except
         where the failure to be in good standing would not result, individually
         or in the aggregate, in a Material Adverse Change). Each of the Company
         and its subsidiaries has full corporate or other organizational power
         and authority to own or lease, as the case may be (except where the
         failure to be in good standing would not result, individually or in the
         aggregate, in a Material Adverse Change), and to operate its properties
         and conduct its business as described in the Final Memorandum, and is
         duly qualified to do business as a foreign corporation, partnership,
         limited liability company or trust, as the case may be, and is in good
         standing (if applicable) under the laws of each jurisdiction which
         requires such qualification (except where the failure to so qualify
         would not result, individually or in the aggregate, in a Material
         Adverse Change).

                  (m) All the outstanding shares of capital stock or outstanding
         interests of each subsidiary of the Company have been duly and validly
         authorized and issued and are fully paid and nonassessable, and, except
         as otherwise set forth in the Final Memorandum, all outstanding shares
         of capital stock or outstanding interests of such subsidiaries are
         owned by the Company either directly or through wholly owned
         subsidiaries free and clear of any perfected security interest or any
         other security interests, claims, liens or encumbrances.

                  (n) This Agreement has been duly authorized, executed and
         delivered by the Issuer and the Guarantors; the Indenture has been duly
         authorized and, assuming due authorization, execution and delivery
         thereof by the Trustee, when executed and delivered by the Issuer and
         the Guarantors, will constitute a legal, valid, binding instrument
         enforceable against the Issuer and the Guarantors in accordance with
         its terms (except that (a) the enforceability thereof may be subject to
         applicable bankruptcy, reorganization, insolvency, moratorium or other
         laws affecting creditors' rights generally from time to time in effect
         and to general principles of equity, (b) the enforceability of
         provisions imposing liquidated damages, penalties or an increase in
         interest rate upon the occurrence of certain events may be limited in
         certain circumstances and (c) provisions specifying that provisions of
         documents may be amended or waived only in writing may not be enforced;
         such clauses (a), (b) and (c) collectively being referred to as
         "Enforceability Limitations"); the Securities have been duly
         authorized, and, when executed and authenticated in accordance with the
         provisions of the Indenture and delivered to and paid for by the
         Initial Purchasers, will have been duly executed and delivered by the
         Issuer and the Guarantors and will constitute the legal, valid and
         binding obligations of the Issuer and the Guarantors, and be entitled
         to the benefits of the Indenture (subject to the Enforceability
         Limitations); and the Registration Rights Agreement has been duly


                                      -4-



         authorized and, when executed and delivered by the Issuer and the
         Guarantors, will constitute the legal, valid, binding and enforceable
         instrument of the Issuer and the Guarantors (except (i) as to the
         Enforceability Limitations and (ii) as to indemnification and
         contribution, that any right to indemnity and contribution may be
         limited by applicable law or public policy considerations with respect
         thereto).

                  (o) No consent, approval, authorization or order of or filing
         with any court or governmental agency or body is required in connection
         with the transactions contemplated herein or in the Indenture or the
         Registration Rights Agreement, except such as will be obtained under
         the Act and the Trust Indenture Act and such as may be required under
         the blue sky laws of any jurisdiction in connection with the purchase
         and distribution of the Securities by the Initial Purchasers in the
         manner contemplated herein and in the Final Memorandum and the
         Registration Rights Agreement.

                  (p) None of the execution and delivery of the Indenture, this
         Agreement or the Registration Rights Agreement, the issue and sale of
         the Securities, or the consummation of any other of the transactions
         herein or therein contemplated, nor the fulfillment of the terms hereof
         or thereof will conflict with, result in a breach or violation of, or
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any of its subsidiaries pursuant to, (i) the
         charter, by-laws or other organizational documents of the Company or
         any of its subsidiaries; (ii) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject; or (iii) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or any of its subsidiaries or any of its
         respective properties (except in the cases of clauses (ii) and (iii)
         for such conflicts, breaches, violations, liens, charges or
         encumbrances that would not result, individually or in the aggregate,
         in a Material Adverse Change).

                  (q) The consolidated historical financial statements and
         schedules of the Company and its consolidated and consolidating
         subsidiaries incorporated by reference in the Final Memorandum present
         fairly in all material respects the financial condition, results of
         operations and cash flows of the Company as of the dates and for the
         periods indicated, comply as to form with the applicable accounting
         requirements of the Act and have been prepared in conformity with
         generally accepted accounting principles applied on a consistent basis
         throughout the periods involved (except as otherwise noted therein);
         the selected financial data set forth under the caption "Selected
         Consolidated Financial Information and Operating Data" in the Final
         Memorandum fairly present, on the basis stated in the Final Memorandum,
         the information included therein.

                  (r) No action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its subsidiaries or its or their property is pending
         or, to the best knowledge of the Company, threatened that (i) could
         reasonably be expected to have a material adverse effect on the
         performance of this Agreement, the Indenture or the Registration Rights
         Agreement, or the consummation of any of the transactions contemplated

                                      -5-



         hereby or thereby; or (ii) could reasonably be expected to result,
         individually or in the aggregate, in a Material Adverse Change, except
         as set forth, incorporated by reference in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                  (s) Each of the Company and its subsidiaries owns or leases
         all such properties as are necessary to the conduct of its operations
         as presently conducted.

                  (t) Neither the Company nor any subsidiary is in violation or
         default of (i) any provision of its charter or by-laws; (ii) the terms
         of any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which it is a party or bound or to which its
         property is subject; or (iii) any statute, law, rule, regulation,
         judgment, order or decree applicable to the Company or any of its
         subsidiaries of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having jurisdiction
         over the Company or such subsidiary or any of its properties, as
         applicable (except in the cases of clauses (ii) and (iii) for such
         violations or defaults that would not result, individually or in the
         aggregate, in a Material Adverse Change).

                  (u) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its consolidated subsidiaries and
         delivered their report with respect to the audited consolidated
         financial statements and schedules included in the Final Memorandum,
         are independent public accountants with respect to the Company within
         the meaning of the Act and the applicable published rules and
         regulations thereunder.

                  (v) The Company has filed all foreign, federal, state and
         local tax returns that are required to be filed or has requested
         extensions thereof (except in any case in which the failure so to file
         would not result, individually or in the aggregate, in a Material
         Adverse Change), whether or not arising from transactions in the
         ordinary course of business, except as set forth in or contemplated in
         the Final Memorandum (exclusive of any amendment or supplement thereto)
         and has paid all taxes required to be paid by it and any other
         assessment, fine or penalty levied against it, to the extent that any
         of the foregoing is due and payable, except for any such assessment,
         fine or penalty that is currently being contested in good faith or as
         would not result, individually or in the aggregate, in a Material
         Adverse Change, whether or not arising from transactions in the
         ordinary course of business, except as set forth in or contemplated in
         the Final Memorandum (exclusive of any amendment or supplement
         thereto).

                  (w) No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or, to the best knowledge of
         the Company, is threatened or imminent, and the Company is not aware of
         any existing or imminent labor disturbance by the employees of any of
         its or its subsidiaries' principal suppliers, contractors or customers,
         which problem, dispute or labor disturbance could result, individually
         or in the aggregate, in a Material Adverse Change, whether or not
         arising from transactions in the ordinary course of business, except as
         set forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                                      -6-



                  (x) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects; and there are no claims by the
         Company or any of its subsidiaries under any such policy or instrument
         as to which any insurance company is denying liability or defending
         under a reservation of rights clause, which denials or defenses if
         resolved adversely to the Company would result, individually or in the
         aggregate, in a Material Adverse Change; neither the Company nor any
         such subsidiary has been refused any insurance coverage sought or
         applied for; and neither the Company nor any such subsidiary has any
         reason to believe that it will not be able to renew its existing
         insurance coverage as and when such coverage expires or to obtain
         similar coverage from similar insurers as may be necessary to continue
         its business at a cost that would not result, individually or in the
         aggregate, in a Material Adverse Change, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (y) Except for minimum capital requirements of law or
         contract, no Guarantor is currently prohibited, directly or indirectly,
         from paying any dividends to the Company, from making any other
         distribution on such subsidiary's capital stock, from repaying to the
         Company any loans or advances to such subsidiary from the Company or
         from transferring any of such Guarantor's property or assets to the
         Company or any other Guarantor, except as described in or contemplated
         by the Final Memorandum (exclusive of any amendment or supplement
         thereto).

                  (z) The Company and its subsidiaries possess all licenses,
         certificates, permits and other authorizations issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses (except where the failure to
         possess such licenses, certificates, permits or other authorizations
         would not result, individually or in the aggregate, in a Material
         Adverse Change) and neither the Company nor any such subsidiary has
         received any notice of proceedings relating to the revocation or
         modification of any such certificate, authorization or permit which, if
         the subject of an unfavorable decision, ruling or finding, would
         result, individually or in the aggregate, in a Material Adverse Change,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                  (aa) The Company maintains a system of internal accounting
         controls sufficient to provide reasonable assurance that, in reference
         to the Company and its subsidiaries on a consolidated basis, (i)
         transactions are executed in accordance with management's general or
         specific authorizations; (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain asset accountability;
         (iii) access to assets is permitted only in accordance with
         management's general or specific authorization; and (iv) the recorded
         accountability for assets is compared with the existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                                      -7-



                  (bb) There is and has been no failure on the part of the
         Company and any of the Company's directors or officers, in their
         capacities as such, to comply in all material respects with any
         provision of the Sarbanes-Oxley Act of 2002 and the rules and
         regulations promulgated in connection therewith, including Section 402
         related to loans and Sections 302 and 906 related to certifications.

                  Any certificate signed by any officer of the Issuer and the
Guarantors and delivered to the Initial Purchasers or counsel for the Initial
Purchasers in connection with the offering of the Securities shall be deemed a
representation and warranty by the Issuer and the Guarantors, as to matters
covered thereby, to the Initial Purchasers.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Issuer agrees to sell to the Initial Purchasers, and each of the Initial
Purchasers severally agrees to purchase from the Issuer, at a purchase price of
99.144% of the principal amount thereof, plus accrued interest, if any, from
March 16, 2004 to the Closing Date, the entire principal amount of Notes, set
opposite such Initial Purchaser's name on Annex A hereto, which Notes shall be
endorsed with the Guarantees.

                  (b) Delivery and Payment. Delivery of and payment for the
Securities shall be made at 10:00 A.M., New York City time, on March 16, 2004,
or at such time on such later date (not later than March 23, 2004) as the
Representatives shall designate, which date and time may be postponed by
agreement between the Representatives and the Issuer and the Company (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Initial Purchasers against payment of
the purchase price thereof to or upon the order of the Issuer and the Company by
wire transfer payable in same-day funds to the account specified by the Issuer
and the Company. Delivery of the Securities shall be made through the facilities
of The Depository Trust Company unless the Representatives shall otherwise
instruct.

                  3. Offering by Initial Purchasers. Each Initial Purchaser
severally represents and warrants to and agrees with the Issuer and the Company
that:

                  (a) It is an "accredited investor" as that term is defined in
         Regulation D under the Act.

                  (b) It has not offered or sold, and will not offer or sell,
         any Securities except to those it reasonably believes to be qualified
         institutional buyers (as defined in Rule 144A under the Act) and that,
         in connection with each such sale, it has taken or will take reasonable
         steps to ensure that the purchaser of such Securities is aware that
         such sale is being made in reliance on Rule 144A. In the case of a
         non-bank purchaser of a Security acting as a fiduciary for one or more
         third parties, in connection with an offer and sale to such purchaser
         pursuant, such party or parties shall be a qualified institutional
         buyer(s).

                                      -8-



                  (c) No sale of the Securities to any one purchaser will be for
         less than U.S. $100,000 principal amount. If the purchaser is a
         non-bank fiduciary acting on behalf of others, each person for whom it
         is acting must purchase at least $100,000 principal amount of the
         Securities.

                  (d) Neither it nor any person acting on its behalf has made or
         will make offers or sales of the Securities in the United States by
         means of any form of general solicitation or general advertising
         (within the meaning of Regulation D) in the United States.

                  4. Agreements. Each of the Issuer and the Company agrees with
the Initial Purchasers that:

                  (a) The Issuer and the Company will furnish to the Initial
         Purchasers and to counsel for the Initial Purchasers, without charge,
         during the period referred to in paragraph (c) below, as many copies of
         the Final Memorandum and any amendments and supplements thereto as they
         may reasonably request.

                  (b) The Issuer and the Guarantors will not amend or supplement
         the Final Memorandum, other than by filing documents under the Exchange
         Act that are incorporated by reference therein, without the prior
         written consent of the Representatives, which consent shall not be
         unreasonably withheld or delayed; provided, however, that, prior to the
         completion of the distribution of the Securities by the Initial
         Purchasers (as determined by the Initial Purchasers), the Company will
         not file any document under the Exchange Act that is incorporated by
         reference in the Final Memorandum unless, prior to such proposed
         filing, the Company has furnished the Representatives with a copy of
         such document for their review and consent to such filing, which
         consent shall not be unreasonably withheld or delayed. The Company will
         promptly advise the Representatives when any document filed under the
         Exchange Act that is incorporated by reference in the Final Memorandum
         shall have been filed with the Commission prior to the completion of
         the sale of the securities by the Initial Purchasers (as determined by
         the Initial Purchasers).

                  (c) If at any time prior to the completion of the sale of the
         Securities by the Initial Purchasers (as determined by the
         Representatives), any event occurs as a result of which the Final
         Memorandum, as then amended or supplemented, would include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it
         should be necessary to amend or supplement the Final Memorandum to
         comply with applicable law, the Issuer and the Guarantors promptly (i)
         will notify the Representatives of any such event; (ii) subject to the
         requirements of paragraph (b) of this Section 4, will prepare an
         amendment or supplement that will correct such statement or omission or
         effect such compliance; and (iii) will supply any supplemented or
         amended Final Memorandum to the Initial Purchasers and counsel for the
         Initial Purchasers without charge in such quantities as they may
         reasonably request.

                  (d) The Issuer and the Guarantors will use their best efforts,
         in cooperation with the Initial Purchasers, to arrange, if necessary,
         for the qualification of the Securities for sale by the Initial

                                      -9-



         Purchasers under the laws of such jurisdictions as the Initial
         Purchasers may designate and will maintain such qualifications in
         effect so long as required for the sale of the Securities; provided
         that in no event shall the Issuer and the Guarantors be obligated to
         qualify to do business in any jurisdiction where they are not now so
         qualified or to take any action that would subject them to service of
         process in suits, other than those arising out of the offering or sale
         of the Securities, in any jurisdiction where they are not now so
         subject. The Issuer and the Company will promptly advise the
         Representatives of the receipt by the Issuer or any of the Guarantors
         of any notification with respect to the suspension of the qualification
         of the Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose.

                  (e) Neither the Issuer nor the Company will resell any
         Securities that have been acquired by either of them; the Issuer and
         the Company will not permit any of their respective Affiliates to
         resell any Securities that have been acquired by any of them until the
         completion of the Exchange Offer (as defined in the Registration Rights
         Agreement).

                  (f) None of the Company, the Guarantors, or any of their
         respective Affiliates, nor any person acting on its or their behalf
         will, directly or indirectly, make offers or sales of any security, or
         solicit offers to buy any security, under circumstances that would
         require the registration of the Securities under the Act.

                  (g) None of the Company, the Guarantors, or any of their
         respective Affiliates, nor any person acting on its or their behalf
         will engage in any form of general solicitation or general advertising
         (within the meaning of Regulation D) in connection with any offer or
         sale of the Securities in the United States.

                  (h) So long as any of the Securities are "restricted
         securities" within the meaning of Rule 144(a)(3) under the Act, the
         Company will, during any period in which it is not subject to and in
         compliance with Section 13 or 15(d) of the Exchange Act or it is not
         exempt from such reporting requirements pursuant to and in compliance
         with Rule 12g3-2(b) under the Exchange Act, provide to each holder of
         such restricted securities and to each prospective purchaser (as
         designated by such holder) of such restricted securities, upon the
         request of such holder or prospective purchaser, any information
         required to be provided by Rule 144A(d)(4) under the Act. This covenant
         is intended to be for the benefit of the holders, and the prospective
         purchasers designated by such holders, from time to time of such
         restricted securities.

                  (i) The Issuer and the Guarantors will cooperate with the
         Representatives and use its and their best efforts to permit the
         Securities to be eligible for clearance and settlement through The
         Depository Trust Company.

                  (j) Neither the Issuer nor any of the Guarantors will for a
         period of ten business days following the Closing Date, without the
         prior written consent of the Representatives, offer, sell or contract
         to sell, or otherwise dispose of (or enter into any transaction which
         is designed to, or might reasonably be expected to, result in the
         disposition of (whether by actual disposition or effective economic
         disposition due to cash settlement or otherwise) by the Issuer or the
         Guarantors or any of their respective Affiliates or any person in

                                      -10-



         privity with the Issuer or the Guarantors or any of their respective
         Affiliates), directly or indirectly, or announce the offering of, any
         debt securities issued or guaranteed by the Issuer or the Guarantors
         (other than the Securities). Notwithstanding anything in this Section
         to the contrary, the Company directly or indirectly through a
         subsidiary, may (i) make borrowings under the Bank Credit Facilities
         (as defined in the Indenture) pursuant to the terms and conditions of
         such agreement, (ii) enter into purchase money mortgage transactions,
         (iii) obtain letters of credit and (iv) enter into such other
         commercial lending transactions consistent with the Company's business.

                  (k) The Issuer and the Guarantors will not take, directly or
         indirectly, any action designed to or which has constituted or which
         might reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Issuer and the Guarantors to facilitate the sale or
         resale of the Securities.

                  (l) The Issuer and the Company agree to pay all expenses
         incident to the performance of their obligations under this Agreement,
         including (i) the costs of the preparation and printing of the Final
         Memorandum and each amendment or supplement thereto, (ii) the costs of
         printing and distributing to the Initial Purchasers and any selected
         dealers the Final Memorandum, and all amendments or supplements
         thereto, as provided in this Agreement, (iii) the costs of typing,
         printing and reproducing this Agreement, the Indenture and the
         Registration Rights Agreement, (iv) the fees paid to rating agencies in
         connection with the rating of the Securities, (v) the fees and expenses
         of qualifying the Securities under the securities laws of the several
         jurisdictions as provided in Section 4(d) hereof and of preparing,
         printing, reproducing and distributing a Blue Sky Memorandum (including
         the reasonable fees and disbursements of counsel for the Initial
         Purchasers in connection therewith), (vi) the fees and disbursements of
         the counsel and accountants for the Issuer and the Guarantors, (vii)
         the fees of the Trustee, and (viii) the cost of printing and engraving
         certificates representing the Securities.

                  5. Conditions to the Obligations of the Initial Purchasers.
The obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Issuer and the Guarantors contained herein at the Execution Time, the Closing
Date and any settlement date, to the accuracy of the statements of the Issuer
and the Guarantors made in any certificates pursuant to the provisions hereof,
to the performance by the Issuer and the Guarantors of their respective
obligations hereunder and to the following additional conditions:

                  (a) The Issuer and the Company shall have requested and caused
         (1) the General Counsel of the Company to furnish to the Initial
         Purchasers his opinion, dated the Closing Date and addressed to the
         Initial Purchasers, to the effect that:

                           (i) each of the Issuer, the Company and the
                  subsidiaries listed in Schedule I hereto (the "Subsidiaries"
                  or in the singular the "Subsidiary") has been duly
                  incorporated (if a corporation) or formed (if a partnership or
                  limited liability corporation) and is validly existing as a
                  corporation, partnership or limited liability company, as the
                  case may be, in good standing (if applicable) (based solely

                                      -11-



                  upon review of certificates issued by a governmental agency,
                  authority or body or, in the absence of such certificates, to
                  the knowledge of such counsel) under the laws of its
                  jurisdiction of incorporation or formation, as the case may be
                  (except where the failure to be in good standing would not
                  have, individually or in the aggregate, a material adverse
                  effect on the condition (financial or otherwise) or earnings
                  of the Company and its subsidiaries considered as one
                  enterprise, whether or not arising in the ordinary course of
                  business (a "Material Adverse Effect")), with full corporate
                  or other organizational power and authority to own or lease,
                  as the case may be, and to operate its properties and conduct
                  its business as described in the Final Memorandum, and is duly
                  qualified (based solely upon review of certificates issued by
                  a governmental agency, authority or body or, in the absence of
                  such certificates, to the knowledge of such counsel) to do
                  business as a foreign corporation, partnership or limited
                  liability company, as the case may be, and is in good standing
                  (if applicable) under the laws of each jurisdiction which
                  requires such qualification (except where the failure to so
                  qualify would not have, individually or in the aggregate, a
                  Material Adverse Effect);

                           (ii) all the outstanding shares of capital stock or
                  outstanding interests of the Issuer and the Company and, to
                  the knowledge of such counsel, each Subsidiary have been duly
                  and validly authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in the Final
                  Memorandum, all outstanding shares of capital stock or
                  outstanding interests of the Subsidiaries are owned by the
                  Company either directly or through wholly owned subsidiaries
                  free and clear of any perfected security interest and, to his
                  knowledge, any other security interests, claims, liens or
                  encumbrances;

                           (iii) the Indenture has been duly authorized by all
                  necessary corporate and shareholder action on the part of the
                  Issuer and the Guarantors and has been duly executed and
                  delivered by the Issuer and the Guarantors, and (assuming due
                  authorization, execution and delivery by the Trustee)
                  constitutes a legal, valid and binding instrument enforceable
                  against the Issuer and the Guarantors in accordance with its
                  terms (subject to the Enforceability Limitations), the
                  Securities have been duly and validly authorized by all
                  necessary corporate and stockholder action on the part of the
                  Issuer and the Guarantors and, when duly executed and
                  authenticated in accordance with the provisions of the
                  Indenture (assuming due authorization, execution and delivery
                  by the Trustee) and delivered through the facilities of The
                  Depository Trust Company and paid for by the Initial
                  Purchasers under this Agreement, will constitute legal, valid,
                  binding and enforceable obligations of the Issuer and the
                  Guarantors entitled to the benefits of the Indenture (except
                  to the Enforceability Limitations); the Registration Rights
                  Agreement has been duly authorized by all necessary corporate
                  and stockholder action on the part of the Issuer and the
                  Guarantors and has been duly executed and delivered by the
                  Issuer and the Guarantors and (assuming the due authorization,
                  execution and delivery by the Initial Purchasers) constitutes
                  the legal, valid, binding and enforceable instrument of the
                  Issuer and the Guarantors (except (a) as to the Enforceability
                  Limitations) and (b) that any rights to indemnity and
                  contribution may be limited by applicable public policy
                  considerations with respect thereto);

                                      -12-



                           (iv) there is no pending or, to the knowledge of such
                  counsel, threatened action, suit or proceeding by or before
                  any court or governmental agency, authority or body or any
                  arbitrator involving the Company or any of the Subsidiaries
                  that is not adequately disclosed in the Final Memorandum,
                  except in each case for such proceedings that, if the subject
                  of an unfavorable decision, ruling or finding, would not have,
                  individually or in the aggregate, a Material Adverse Effect;

                           (v) each of the Issuer and each Guarantor has all
                  requisite corporate or other organizational power and
                  authority and has taken all requisite corporate or other
                  organizational action, and has received and is in compliance
                  with all governmental, judicial and other authorizations,
                  approvals and orders, if any, necessary to enter into and
                  perform this Agreement, the Indenture, the Registration Rights
                  Agreement or the Securities, to the extent a party thereto,
                  and, to the knowledge of such counsel, no consent, approval,
                  authorization or order of or filing with any court or
                  governmental agency or body is required for the performance by
                  the Issuer or the Guarantors of their respective obligations
                  under this Agreement (other than as contemplated by the
                  Registration Rights Agreement), the Indenture, the
                  Registration Rights Agreement or the Securities, except such
                  as will be required to be obtained under the Act and the Trust
                  Indenture Act and such as may be required under the blue sky
                  or securities laws of any jurisdiction in connection with the
                  purchase and sale of the Securities, by the Initial Purchasers
                  (as to which I express no opinion) in the manner contemplated
                  in this Agreement, the Final Memorandum and the Registration
                  Rights Agreement; and

                           (vi) none of the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of Securities, or the
                  consummation of any other of the transactions therein
                  contemplated, nor the fulfillment of the terms thereof, will
                  conflict with, result in a breach or violation of or
                  constitute a default under (1) the charter or by-laws of the
                  Issuer, the Company or the Subsidiaries; (2) the terms of any
                  indenture, contract, lease, mortgage, deed of trust, note
                  agreement, loan agreement or other agreement, obligation,
                  condition, covenant or instrument to which the Issuer, the
                  Company or any of the Subsidiaries is a party or bound and is
                  known to such counsel; or (3) to the knowledge of such
                  counsel, any statute, law, rule, regulation, judgment, order
                  or decree applicable to the Issuer, the Company or any of the
                  Subsidiaries of any court, regulatory body, administrative
                  agency, governmental body, arbitrator or other authority
                  having jurisdiction over the Issuer, the Company or any of the
                  Subsidiaries (except in the cases of clauses (2) and (3) for
                  such conflicts, breaches, defaults or violations that would
                  not have, individually or in the aggregate, a Material Adverse
                  Effect).

                  (2) Wolf, Block, Schorr and Solis Cohen LLP, counsel for the
Issuer and the Guarantors, to furnish to the Initial Purchasers their opinion,
dated the Closing Date and addressed to the Initial Purchasers, to the effect
that:

                                      -13-



                           (i) each of the Issuer and the Company has been duly
                  incorporated and is validly existing as a corporation in good
                  standing under the laws of the State of Delaware, with full
                  corporate power and authority to own or lease, as the case may
                  be, and to operate its properties and conduct its business as
                  described in the Final Memorandum;

                           (ii) the Company's authorized capital stock is as set
                  forth in the Final Memorandum;

                           (iii) the Indenture has been duly authorized by all
                  necessary corporate and stockholder action on the part of the
                  Company and the Issuer and has been duly executed and
                  delivered by the Company and the Issuer, and (assuming due
                  authorization, execution and delivery by the Trustee)
                  constitutes a legal, valid and binding instrument enforceable
                  against the Issuer and the Company in accordance with its
                  terms (subject to the Enforceability Limitations); the
                  Securities have been duly and validly authorized by all
                  necessary corporate and stockholder action on the part of the
                  Issuer and the Company and, when duly executed and
                  authenticated in accordance with the provisions of the
                  Indenture (assuming due authorization, execution and delivery
                  by the Trustee) and delivered through the facilities of The
                  Depository Trust Company and paid for by the Initial
                  Purchasers under this Agreement, will constitute legal, valid,
                  binding and enforceable obligations of the Issuer and the
                  Company (subject to the Enforceability Limitations); the
                  Registration Rights Agreement has been duly authorized by all
                  necessary corporate and stockholder action on behalf of the
                  Company and the Issuer and has been duly executed and
                  delivered by the Company and the Issuer and (assuming the due
                  authorization, execution and delivery by the Initial
                  Purchasers) constitutes the legal, valid, binding and
                  enforceable instrument of the Issuer and the Company (except
                  (a) as to the Enforceability Limitations and (b) that any
                  rights to indemnity and contribution may be limited by
                  applicable law or public policy considerations with respect
                  thereto); and the Securities, the Indenture and the
                  Registration Rights Agreement conform in all material respects
                  to the descriptions thereof in the Final Memorandum;

                           (iv) based solely upon review of certificates
                  executed by an officer or officers of the Issuer and the
                  Company and to the extent of the actual knowledge of such
                  counsel, there is no pending or threatened action, suit or
                  proceeding by or before any court or governmental agency,
                  authority or body or any arbitrator involving the Issuer, the
                  Company or any of the Subsidiaries that is not adequately
                  disclosed in the Final Memorandum (including any documents
                  incorporated therein by reference, taken as a whole), except
                  in each case for such proceedings that, if the subject of an
                  unfavorable decision, ruling or finding, would not have,
                  individually or in the aggregate, a Material Adverse Effect;
                  and the information in the Final Memorandum under the heading
                  "United States Federal Income Tax Considerations," insofar as
                  such information constitutes matters of law, summaries of
                  legal matters or legal conclusions, has been reviewed by such
                  counsel and is correct in all material respects;

                                      -14-



                           (v) this Agreement has been duly authorized by all
                  necessary corporate action on behalf of each of the Company
                  and the Issuer and has been duly executed and delivered by
                  each of the Company and the Issuer;

                           (vi) each of the Issuer and the Company has all
                  requisite corporate power and authority and has taken all
                  requisite corporate action to enter into and perform this
                  Agreement, the Indenture, the Registration Rights Agreement
                  and the Securities, and no consent, approval, authorization or
                  order of or filing (other than as contemplated by the
                  Registration Rights Agreement) with any court or governmental
                  agency or body is required for the performance by the Issuer
                  or the Company of its obligations under this Agreement (other
                  than as contemplated by the Registration Rights Agreement),
                  the Indenture, the Registration Rights Agreement and the
                  Securities, except such as will be required to be obtained
                  under the Act and the Trust Indenture Act and such as may be
                  required under the blue sky or securities laws of any
                  jurisdiction in connection with the purchase and sale of the
                  Securities by the Initial Purchasers (as to which such counsel
                  may express no opinion) in the manner contemplated in this
                  Agreement, the Final Memorandum and the Registration Rights
                  Agreement;

                           (vii) none of the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of the Securities, or the
                  consummation of any other of the transactions herein or
                  therein contemplated, nor the fulfillment of the terms hereof
                  or thereof, will conflict with, result in a breach or
                  violation of or constitute a default under (1) the certificate
                  of incorporation or by-laws of the Issuer or the Company; (2)
                  the terms of any indenture, contract, lease, mortgage, deed of
                  trust, note agreement, loan agreement or other agreement,
                  obligation, condition, covenant or instrument to which the
                  Issuer, the Company or any of the Subsidiaries is a party or
                  bound and which is known to such counsel; or (3) to the
                  knowledge of such counsel, any statute, law, rule, regulation,
                  judgment, order or decree applicable to the Issuer, the
                  Company or any of the Subsidiaries of any court, regulatory
                  body, administrative agency, governmental body, arbitrator or
                  other authority having jurisdiction over the Issuer, the
                  Company or any of the Subsidiaries (except in the cases of
                  clauses (2) and (3) for such conflicts, breaches, defaults or
                  violations that would not have, individually or in the
                  aggregate, a Material Adverse Effect);

                           (viii) assuming the accuracy of the representations
                  and warranties and compliance with the agreements contained
                  herein, no registration of the Securities under the Act, and
                  no qualification of an indenture under the Trust Indenture
                  Act, are required for the offer and sale by the Initial
                  Purchasers of the Securities in the manner contemplated by
                  this Agreement; and

                           (ix) none of the Issuer or the Guarantors is and,
                  after giving effect to the offering and sale of the Securities
                  and the application of the proceeds thereof as described in
                  the Final Memorandum, none will be an "investment company," as
                  defined in the Investment Company Act, without taking account
                  of any exemption arising out of the number of holders of the
                  Issuer's or the Guarantors' securities.

                                      -15-



                  Such counsel has participated in discussions with
         representatives of the Initial Purchasers, officers and other
         representatives of the Issuer and the Company and representatives of
         the independent certified public accountants of the Issuer and the
         Company, at which discussions the contents of the Final Memorandum and
         related matters were discussed. Given the limitations inherent in the
         role of outside counsel and the character of determinations involved in
         the preparation of the Final Memorandum, we are not passing upon and do
         not assume any responsibility for the accuracy, completeness or
         fairness of the statements contained in the Final Memorandum (except
         and only to the extent as set forth in the opinion paragraphs (ii),
         (iii) and (iv) above). On the basis of the foregoing, no facts have
         come to our attention that lead such counsel to believe that the Final
         Memorandum, as of its date, or as of the date hereof, contained or
         contains an untrue statement of a material fact or omitted or omits to
         state a material fact required to be stated therein or necessary to
         make the statements in light of the circumstances under which they were
         made therein not misleading; provided that such counsel does not
         express any comment with respect to the financial statements, including
         the notes thereto and supporting schedules, or any other financial or
         statistical or accounting data set forth or referred to in or derived
         from the internal records of the Issuer, the Company and its
         subsidiaries, incorporated or included in the Final Memorandum.

                  (3) the legal counsel set forth on Schedule II hereto, to
         furnish to the Initial Purchasers their respective opinions, in a form
         reasonably satisfactory to the Initial Purchasers and counsel to the
         Initial Purchasers, dated the Closing Date, addressed to the Initial
         Purchasers

                  (b) The Representatives shall have received from Cahill Gordon
         & Reindel LLP, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date and addressed to the Initial
         Purchasers, with respect to the issuance and sale of the Securities,
         the Indenture, the Registration Rights Agreement, the Final Memorandum
         (as amended or supplemented at the Closing Date) (it being understood
         that such counsel need not express any comment with respect to the
         financial statements, including the notes thereto, or any other
         financial data that is found in or derived from the internal accounting
         or other records of the Company and its subsidiaries set forth or
         referred to in the Final Memorandum) and other related matters as the
         Representatives may reasonably require, and the Issuer and the
         Guarantors shall have furnished to such counsel such documents as they
         request for the purpose of enabling them to pass upon such matters.

                  (c) The Issuer and the Company shall have furnished to the
         Representatives a certificate of the Issuer and the Company, signed by
         the President or an Executive or Senior Vice President and the
         principal financial or accounting officer of each of the Issuer and the
         Company, dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Final Memorandum, any amendment
         or supplement to the Final Memorandum and this Agreement and that:

                                      -16-



                           (i) the representations and warranties of the Issuer
                  and the Guarantors in this Agreement are true and correct in
                  all material respects on and as of the Closing Date with the
                  same effect as if made on the Closing Date, and each of the
                  Issuer and the Guarantors has complied with all the agreements
                  and satisfied all the conditions on its part to be performed
                  or satisfied hereunder at or prior to the Closing Date; and

                           (ii) since the date of the most recent financial
                  statements included in the Final Memorandum (exclusive of any
                  amendment or supplement thereto), there has been no Material
                  Adverse Change, whether or not arising from transactions in
                  the ordinary course of business, except as set forth in or
                  contemplated by the Final Memorandum (exclusive of any
                  amendment or supplement thereto).

                  (d) At the Closing Date, the Company shall have requested and
         caused Ernst & Young LLP to furnish to the Initial Purchasers a letter,
         dated as of the Closing Date, in form and substance satisfactory to the
         Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the applicable
         rules and regulations thereunder, that they have performed a review of
         the unaudited interim financial information of the Company for the
         three-month period ended January 31, 2004 and as at January 31, 2004

                           (i) in their opinion the audited financial statements
                  and financial statement schedules incorporated in the Final
                  Memorandum and reported on by them comply as to form in all
                  material respects with the applicable accounting requirements
                  of the Exchange Act and the related published rules and
                  regulations thereunder;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the Company
                  and its subsidiaries; their limited review in accordance with
                  the standards established under Statement on Auditing
                  Standards No. 71, of the unaudited interim financial
                  information for the three-month period ended January 31, 2004
                  and as at January 31, 2004 as indicated in their report
                  incorporated in the Final Memorandum; carrying out certain
                  specified procedures (but not an examination in accordance
                  with generally accepted auditing standards) which would not
                  necessarily reveal matters of significance with respect to the
                  comments set forth in such letter; a reading of the minutes of
                  the meetings of the stockholders, the board directors and all
                  committees of the board of directors of the Company and its
                  subsidiaries; and inquiries of certain officials of the
                  Company who have responsibility for financial and accounting
                  matters of the Company and its subsidiaries as to transactions
                  and events subsequent to October 31, 2003 nothing came to
                  their attention which caused them to believe that:

                                    (1) any unaudited consolidated financial
                           statements incorporated in the Final Memorandum do
                           not comply in form in all material respects with
                           applicable accounting requirements and with the
                           published rules and regulations of the Commission
                           with respect to financial statements included or
                           incorporated in quarterly reports on Form 10-Q under

                                      -17-



                           the Exchange Act; and said unaudited financial
                           statements are not in conformity with generally
                           accepted accounting principles applied on a basis
                           substantially consistent with that of the audited
                           financial statements included or incorporated in the
                           Final Memorandum; or

                                    (2) with respect to the period subsequent to
                           January 31, 2004, at a specified date not more than
                           five days prior to the date of the letter, there were
                           any decreases in the capital stock or there were any
                           increases in the long-term debt of the Company and
                           its subsidiaries or any decreases in the total
                           consolidated assets of the Company and its
                           subsidiaries as compared with the amounts shown on
                           the January 31, 2004 consolidated balance sheet
                           incorporated in the Final Memorandum, or for the
                           period from February 1, 2004 to such specified date
                           there were any decreases, as compared with the same
                           period in the preceding year, in income before income
                           taxes, in consolidated net revenues or income before
                           income taxes or in total or per share amounts of net
                           income of the Company and its subsidiaries, except in
                           all instances for changes or decreases set forth in
                           such letter, in which case the letter shall be
                           accompanied by an explanation by the Company as to
                           the significance thereof unless said explanation is
                           not deemed necessary by the Representatives; or

                           (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an accounting, financial or statistical nature
                  (which is limited to accounting, financial or statistical
                  information derived from the general accounting records of the
                  Company and its subsidiaries) set forth in the Final
                  Memorandum, including the information set forth under the
                  captions "Selected Consolidated Financial Information and
                  Operating Data" in the Final Memorandum, the information
                  included or incorporated in Items 1, 2, 6, 7 and 11 of the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  October 31, 2003, as amended, incorporated in the Final
                  Memorandum and the information included in the Company's
                  Current Reports on Form 8-K filed with the Commission on
                  February 26, 2004 agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of legal
                  interpretation.

                  References to the Final Memorandum in this Section 5(d)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (e) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Final Memorandum (exclusive of
         any amendment or supplement thereto), there shall not have been (i) any
         change or decrease specified in the letter referred to in Section 5(d);
         or (ii) any Material Adverse Change, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto), the effect of which, in any case referred to in
         clause (i) or (ii) above, is, in the sole judgment of the
         Representatives, so material and adverse as to make it impractical or
         inadvisable to market the Securities as contemplated by the Final
         Memorandum (exclusive of any amendment or supplement thereto).

                                      -18-



                  (f) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of any of the debt securities of Toll
         Corp. by any "nationally recognized statistical rating organization"
         (as defined for purposes of Rule 436(g) under the Act) or any notice
         given of any intended or potential decrease in any such rating or of a
         possible change in any such rating that does not indicate the direction
         of the possible change.

                  (g) Prior to the Closing Date, the Issuer and the Guarantors
         shall have furnished to the Representatives such further information,
         certificates and documents as the Representatives may reasonably
         request.

                  If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Initial Purchasers, this Agreement and all obligations of the Initial Purchasers
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Issuer and
the Company in writing or by telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 5 will
be delivered at the office of counsel for the Initial Purchasers, at 80 Pine
Street, New York, New York 10005, on the Closing Date.

                  6. Reimbursement of Expenses. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 8 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Initial Purchasers, the Issuer and the Company will reimburse the
Initial Purchasers on demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities.

                  7. Indemnification and Contribution. (a) Each of the Issuer
and the Guarantors agrees to indemnify and hold harmless each of the Initial
Purchasers, the directors, officers, employees and agents of each of the Initial
Purchasers and each person who controls an Initial Purchaser within the meaning
of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Final Memorandum (or in any supplement or amendment
thereto) or any information provided by the Issuer or any of the Guarantors to
any holder or prospective purchaser of Securities pursuant to Section 4(h), or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required

                                      -19-



to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuer and the Guarantors will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in the Final Memorandum, or in any amendment thereof or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Issuer or any of the Guarantors by or on behalf of any Initial
Purchaser through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Issuer and
the Guarantors may otherwise have.

                  (b) The Initial Purchasers severally and not jointly agree to
indemnify and hold harmless each of the Issuer and the Guarantors, each of their
directors, officers, general partners, managers and managing members, as the
case may be, of each of the Issuer and the Guarantors and each person who
controls the Issuer and the Guarantors within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the Issuer
and the Guarantors to each Initial Purchaser, but only with reference to written
information relating to an Initial Purchaser furnished to the Issuer and the
Guarantors by or on behalf of such Initial Purchaser through the Representatives
specifically for inclusion in the Final Memorandum (or in any amendment or
supplement thereto). This indemnity agreement will be in addition to any
liability which any Initial Purchaser may otherwise have. The Issuer and the
Guarantors acknowledge that the statements set forth in the last paragraph of
the cover page regarding the delivery of the Securities and the first sentence
of the third paragraph, the second sentence of the ninth paragraph and the
entire eighth and tenth paragraphs under the heading "Plan of Distribution" in
the Final Memorandum, constitute the only information furnished in writing by or
on behalf of the Initial Purchasers for inclusion in the Final Memorandum (or in
any amendment or supplement thereto).

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party. An
indemnifying party may participate in its own expense in the defense of any
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for the
fees and expenses or more than one counsel (in addition to any local counsel)

                                      -20-



separate from their own counsel for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Issuer and the Guarantors and the Initial
Purchasers agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Issuer or the Guarantors and the Initial Purchasers may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the Initial Purchasers on the other from the
offering of the Securities; provided, however, that in no case shall any Initial
Purchaser be responsible for any amount in excess of the purchase discount or
commission applicable to the Securities purchased by such Initial Purchaser
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Issuer and the Guarantors and the Initial
Purchasers shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Issuer and the
Guarantors on the one hand and of the Initial Purchasers on the other in
connection with the statements or omissions which resulted in such Losses, as
well as any other relevant equitable considerations. Benefits received by the
Issuer and the Guarantors shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions in each case set forth on the cover of the
Final Memorandum. Relative fault shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information provided by the Issuer and the Guarantors on the one hand or the
Initial Purchasers on the other, the intent of the parties and their relative
knowledge, information and opportunity to correct or prevent such untrue
statement or omission. The Issuer and the Guarantors and the Initial Purchasers
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls the
Initial Purchasers within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of the Initial Purchasers shall have
the same rights to contribution as the Initial Purchasers, and each person who
controls any of the Issuer and the Guarantors within the meaning of either the
Act or the Exchange Act and each officer, director, general partner, manager and
managing member, as the case may be, of the Issuer and the Guarantors shall have
the same rights to contribution as the Issuer and the Guarantors, subject in
each case to the applicable terms and conditions of this paragraph (d).

                                      -21-



                  8. Termination. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the Issuer
and the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange, the American Stock
Exchange, or the NASDAQ National Market shall have been suspended or limited or
minimum prices shall have been established on such exchanges or the NASDAQ
National Market; (ii) a banking moratorium shall have been declared either by
Federal or New York State authorities; (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impracticable or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Final Memorandum (exclusive of
any amendment or supplement thereto); or (iv) since the respective dates as of
which information is given in the Final Memorandum, there has been a Material
Adverse Change.

                  9. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Issuer and the Guarantors or their respective officers and of the Initial
Purchasers set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of the
Initial Purchasers or the Issuer and the Guarantors or any of the officers,
directors, general partners, managers or managing members, as the case may be,
or controlling persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 6 and 7
hereof shall survive the termination or cancellation of this Agreement.

                  10. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to Banc One Capital Markets, Inc. (fax no.: (312)
732-4773 and confirmed at 1 Bank One Plaza, Suite IL-0595, Chicago, Illinois
60670, Attention: Structuring & Execution and to the Citigroup General Counsel
(fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup at 388
Greenwich Street, New York, New York 10013, Attention: General Counsel; or, if
sent to the Issuer and the Company, will be mailed, delivered or telefaxed to
Toll Brothers Finance Corp./Toll Brothers, Inc. Chairman of the Board and Chief
Executive Officer (fax no.: 215-938-8255) and confirmed to 3103 Philmont Avenue,
Huntington Valley, Pennsylvania 19006, Attention: Robert I. Toll, Chairman of
the Board and Chief Executive Officer.

                  11. Default by an Initial Purchaser. If any one or more
Initial Purchasers shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Initial Purchaser hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Initial Purchasers shall be
obligated severally to take up and pay for (in the respective proportions which
the amount of Securities set forth opposite their names in Annex A hereto bears
to the aggregate amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Securities which the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set forth in Annex A
hereto, the remaining Initial Purchasers shall have the right to purchase all,

                                      -22-



but shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Initial Purchasers do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Initial
Purchaser or the Issuer and the Guarantors. In the event of a default by any
Initial Purchaser as set forth in this Section 11, the Closing Date shall be
postponed for such period, not exceeding five Business Days, as the
Representatives shall determine in order that the required changes in the Final
Memorandum or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of
its liability, if any, to the Issuer and the Guarantors or any nondefaulting
Initial Purchaser for damages occasioned by its default hereunder.

                  12. Successors. This Agreement is binding upon the parties
hereto and their respective successors and will inure to the benefit of the
officers, directors, general partners, managers and managing members, as the
case may be, and controlling persons referred to in Section 7 hereof, and,
except as expressly set forth in Section 4(h) hereof, no other person will have
any right or obligation hereunder.

                  13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  14. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

                  15. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  16. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Citigroup" shall mean Citigroup Global Markets Inc.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.

                                      -23-



                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Regulation D" shall mean Regulation D under the Act.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.












                                      -24-





                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Issuer, the Company and the Initial Purchasers.

                                    Very truly yours,

                                    TOLL BROTHERS FINANCE CORP.,
                                      As Issuer



                                    By:
                                        ------------------------------------
                                        Name:
                                        Title:


                                    TOLL BROTHERS, INC.,
                                      As a Guarantor


                                    By:
                                        ------------------------------------
                                        Name:
                                        Title:


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

BANC ONE CAPITAL MARKETS, INC.,
  for themselves and as a Representative of the Initial Purchasers



By:
    -------------------------------
    Name:
    Title:


CITIGROUP GLOBAL MARKETS INC.,
  for themselves and as a Representative of the Initial Purchasers



By:
    -------------------------------
    Name:
    Title:


                                      S-1




                                     ANNEX A


Initial Purchaser                                    Principal Amount of Notes
- -----------------                                    -------------------------

Citigroup Global Markets Inc.                                $142,500,000
Banc One Capital Markets, Inc.                                142,500,000
Banc of America Securities LLC                                  3,000,000
Comerica Securities, Inc.                                       3,000,000
Credit Lyonnais Securities (USA) Inc.                           3,000,000
SunTrust Capital Markets, Inc.                                  3,000,000
BNP Paribas Securities Corp.                                    1,000,000
The Royal Bank of Scotland plc                                  1,000,000
Wells Fargo Brokerage Services, LLC                             1,000,000
                                                             ------------
     Total                                                   $300,000,000






                                      S-2




                                  SCHEDULE I(a)


SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Corporations
- ------------
Toll Holdings, Inc.                                        DE-08/01/89
Amwell Chase, Inc.                                         DE-03/23/89
BBCC Investments, Inc.                                     PA-08/12/00
Bunker Hill Estates, Inc.                                  DE-11/21/88
Chesterbrooke, Inc.                                        DE-08/24/87
Connecticut Land Corp.                                     DE-11/10/88
Daylesford Development Corp.                               DE-12/02/87
Eastern States Engineering, Inc.                           DE-10/22/86
Fairway Valley, Inc.                                       DE-10/22/86
First Brandywine Finance Corp.                             DE-06/30/93
First Brandywine Investment Corp. II                       DE-06/28/93
First Brandywine Investment Corp. III                      DE-08/31/95
First Huntingdon Finance Corp.                             DE-07/14/87
Franklin Farms G.P., Inc.                                  DE-09/30/87
MA Limited Land Corporation                                DE-08/08/88
Maple Point, Inc.                                          DE-03/20/89
Maryland Limited Land Corporation                          DE-11/25/87
Polekoff Farm, Inc.                                        PA-06/30/86
Springfield Chase, Inc.                                    DE-12/22/88
Stewarts Crossing, Inc.                                    DE-02/17/89
TB Proprietary Corp.                                       DE-07/14/87
TB Proprietary LP, Inc.                                    DE-10/31/00
Tenby Hunt, Inc.                                           DE-04/02/92
Toll AZ GP Corp.                                           DE-07/26/95
Toll Bros., Inc.                                           PA-06/30/86
Toll Bros., Inc.                                           DE-01/01/90
Toll Bros. of Tennessee, Inc.                              DE-11/12/98
Toll Brothers Real Estate, Inc.                            PA-03/13/86
Toll Corp.                                                 DE-07/14/87
Toll Finance Corp.                                         DE-09/08/99
Toll Land Corp. No. 6                                      PA-06/30/86
 Toll Land Corp. No. 10                                    DE-03/20/89
Toll Land Corp. No. 20                                     DE-03/20/89
Toll Land Corp. No. 43                                     DE-06/30/93
Toll Land Corp. No. 45                                     DE-06/30/93
Toll Land Corp. No. 46                                     DE-06/30/93

- -----------------------------------
(a)  To be confirmed by Wolf Block.





SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Toll Land Corp. No. 47                                     DE-06/30/93
Toll Land Corp. No. 48                                     DE-08/28/96
Toll Land Corp. No. 49                                     DE-08/28/96
Toll Land Corp. No. 50                                     DE-08/28/96
Toll Land Corp. No. 51                                     DE-09/10/97
Toll Land Corp. No. 52                                     DE-09/10/97
Toll Land Corp. No. 53                                     DE-10/01/98
Toll Land Corp. No. 55                                     DE-10/01/98
Toll Land Corp. No. 56                                     DE-10/01/98
Toll Land Corp. No. 58                                     DE-10/23/01
Toll Land Corp. No. 59                                     DE-10/23/01
Toll Land Corp. No. 60                                     DE-10/23/01
Toll Management AZ Corp.                                   DE-10/30/98
Toll Management VA Corp.                                   DE-10/30/98
Toll NJX-I Corp.                                           DE-11/05/01
Toll NJX-II Corp.                                          DE-11/05/01
Toll PA GP Corp.                                           PA-05/19/92
Toll PA II GP Corp.                                        PA-01/29/02
Toll Philmont Corporation                                  DE-09/16/88
Toll Realty Holdings Corp. I                               DE 03/11/98
Toll Realty Holdings Corp. II                              DE-03/11/98
Toll Realty Holdings Corp. III                             DE-03/11/98
Toll TX GP Corp.                                           DE-11/01/94
Toll VA GP Corp.                                           DE-03/20/89
Toll VA Member Two, Inc.                                   DE-10/30/98
Toll Wood Corporation                                      DE-11/09/88
Valley Forge Conservation Holding GP Corp.                 PA-03/18/02
Warren Chase, Inc.                                         DE-07/01/88
Windsor Development Corp.                                  PA-07/31/86

Limited Partnerships
- --------------------
Afton Chase, L.P.                                          PA-02/15/94
Audubon Ridge, L.P.                                        PA-12/30/91
BBCC Golf, L.P.                                            PA-02/25/92
BBCC Investments, LP                                       PA-08/12/00
Beaumont Chase, L.P.                                       PA-06/24/97
Belmont Land, L.P.                                         VA-02/01/95
Blue Bell Country Club, L.P.                               PA-12/18/91
Brandywine River Estates, L.P.                             PA-12/21/95
Bridle Estates, L.P.                                       PA-04/30/96
Broad Run Associates, L.P.                                 PA-10/16/98
Buckingham Woods, L.P.                                     PA-06/09/92
Bucks County Country Club, L.P.                            PA-01/23/97
Cobblestones at Thornbury, L.P.                            PA-03/17/94
Cold Spring Hunt, L.P.                                     PA-10/20/92

                                      -2-



SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Coleman-Toll Limited Partnership                           NV-10/16/97
Concord Chase, L.P.                                        PA-04/24/97
Dolington Estates, L.P.                                    PA-03/17/94
Dominion Country Club, L.P.                                VA-12/01/98
Edmunds-Toll Limited Partnership                           AZ-07/28/95
Estates at Autumnwood, L.P.                                DE-11/06/92
First Brandywine Partners, L.P.                            DE-10/30/98
Greens at Waynesborough, L.P.                              PA-09/27/93
Hockessin Chase, L.P.                                      DE-01/16/98
Knolls of Birmingham, L.P.                                 PA-07/19/96
Lakeridge, L.P.                                            PA-09/27/93
Loudoun Valley Associates, L.P.                            VA-12/16/99
Marshallton Chase, L.P.                                    PA-07/17/96
Mill Road Estates, L.P.                                    PA-05/04/94
Northampton Crest, L.P.                                    PA-09/05/97
Northampton Preserve, L.P.                                 PA-05/07/97
Providence Hunt, L.P.                                      PA-01/28/92
River Crossing, L.P.                                       PA-04/30/96
Rose Hollow Crossing Associates                            PA-12/16/80
Rose Tree Manor, L.P.                                      PA-09/10/92
South Riding Partners, L.P.                                VA-10/03/96
Springton Pointe, L.P.                                     PA-05/04/95
Stone Mill Estates, L.P.                                   PA-08/31/99
Stoney Ford Estates, L.P.                                  PA-01/30/97
Swedesford Chase, L.P.                                     PA-12/11/97
TB Proprietary, L.P.                                       DE-10/31/00
Tenby Hunt, L.P.                                           DE-04/02/92
Thornbury Knoll, L.P.                                      PA-12/05/91
Toll CA II, L.P.                                           CA-11/21/95
Toll CA III, L.P.                                          CA-01/04/01
Toll Land XXVII Limited Partnership                        DE-02/16/99
Toll MI II Limited Partnership                             MI-04/19/99
Toll Naval Associates                                      PA-07/01/86
Toll PA, L.P.                                              PA-11/01/95
Toll PA II, L.P.                                           PA-11/02/00
Toll PA III, L.P.                                          PA-10/12/01
Toll PA IV, L.P.                                           PA-10/12/01
Toll PA V, L.P.                                            PA-01/29/02
Toll PA VI, L.P.                                           PA-03/25/02
Toll PA VII, L.P.                                          PA-10/16/02
Toll Reston Associates, L.P.                               DE-09/08/99
Uwchlan Woods, L.P.                                        PA-02/28/96
Valley Forge Conservation Holding, L.P.                    PA-03/25/02
Valley Forge Woods, L.P.                                   PA-09/10/92
Village Partners, L.P.                                     PA-01/08/03

                                      -3-



SUBSIDIARY                                                 STATE/DATE FORMED
- ----------                                                 -----------------

Warwick Greene, L.P.                                       PA-02/05/98
Warwick Woods, L.P.                                        PA-03/05/96
Whiteland Woods, L.P.                                      PA-09/27/95
Willowdale Crossing, L.P.                                  PA-08/21/96
Wrightstown Hunt, L.P.                                     PA-12/06/95
Yardley Estates, L.P.                                      PA-06/24/92

Limited Liability Companies
- ---------------------------
C.B.A.Z. Holding Company LLC                               DE-10/30/98
First Brandywine LLC I                                     DE-10/28/99
First Brandywine LLC II                                    DE-10/28/99
RiverCrest Sewer Company, LLC                              PA-04/22//02
Toll DE X, LLC                                             DE-03/26/02
Toll Equipment, L.L.C.                                     DE-01/19/00
Toll Reston Associates, L.L.C.                             DE-09/08/99
Toll Technology Investments, L.L.C.                        DE-03/24/00
Toll Turf Management, L.L.C.                               DE-05/15/00
Toll Turf Management, L.L.C.                               PA-06/05/00
Toll VA L.L.C.                                             DE-10/30/98
Town Suites LLC                                            PA-05/24/01
Toll Brothers Realty Pennsylvania, L.L.C.                  DE-01/7/99
Toll Realty Operating VIC LLC                              PA-03/12/98
Toll Realty Operating VIP LLC                              PA-03/12/98
Toll Trust Parallel LLC                                    DE-12/27/01


                                      -4-




                                 SCHEDULE II(a)


Opinion Provider                       Jurisdiction
- ----------------                       ------------






































- -----------------------------------
(a)  To come from WBSSC