AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2, dated as of August 2, 2016 (this “Amendment”), by and among FIRST HUNTINGDON FINANCE CORP. (the “Borrower”), TOLL BROTHERS, INC. (the “Company”), the other Subsidiaries of the Company party hereto, all of the Existing Lenders under the Credit Agreement and SunTrust Bank, as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of February 3, 2014 (as amended by Amendment No. 1, dated as of May 19, 2016 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Company, the Lenders from time to time party thereto (the “Existing Lenders”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

WHEREAS, the Borrower has requested that all of the Existing Lenders agree to extend the maturity of the Term Loan Facility to August 2, 2021;

WHEREAS, in accordance with Section 9.2(ii) of the Credit Agreement, the Term Loan Facility Maturity Date may be amended with the consent of all of the Existing Lenders under the Credit Agreement directly and adversely affected thereby; and

WHEREAS, the Existing Lenders party hereto constituting all of the Existing Lenders under the Credit Agreement on the date hereof have agreed to so amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

Effective as of the Amendment No. 2 Effective Date (as defined below), the definition “Term Loan Facility Maturity Date” appearing in Article I of the Credit Agreement is hereby amended and restated as follows:

“‘Term Loan Facility Maturity Date’” means August 2, 2021 or any earlier date on which all Term Loans become due or are declared due in accordance herewith or are paid in full.”

Pursuant to Section 9.2 of the Credit Agreement, the Administrative Agent, the Borrower, the Company and each Existing Lender party hereto hereby consents to this Amendment, including, without limitation, the amendments set forth in Section 1 hereof.

This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied (the “Amendment No. 2 Effective Date”):

(a)    Executed Counterparts. The Administrative Agent shall have received duly executed counterparts to this Amendment from the Borrower, the Company, each other Loan Party and each Existing Lender;

(b)    Copies of the articles or certificate of incorporation of each of the Borrower and the Company, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation;

(c)    Copies, certified by the Secretary or Assistant Secretary of each of the Borrower and the Company, of the by-laws and Board of Directors’ resolutions and resolutions or actions of any other body authorizing the execution, delivery and performance of this Amendment;

(d)    An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and the Company, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or the Company (as applicable) authorized to sign this Amendment, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or the Company (as applicable);

(e)    To the extent requested by the Administrative Agent, copies of the articles or certificate of incorporation, partnership agreement or limited liability company operating agreement of each other Loan Party, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation;

(f)    To the extent requested by the Administrative Agent, copies, certified by the Secretary or Assistant Secretary of each other Loan Party, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance of this Amendment;

(g)    An incumbency certificate, executed by the Secretary or Assistant Secretary of each other Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Loan Party authorized to sign this Amendment;

(h)    A certificate, signed by the chief financial officer, controller, chief accounting officer or treasurer of the Borrower, stating that on the Amendment No. 2 Effective Date, before and after giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement (as amended by this Amendment) and Section 4 of this Amendment are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date; provided, however, that references therein to the “Credit Agreement” or any other term which includes the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents, waivers and amendments set forth herein;

(i)    Fees and Expenses Paid. The Borrower shall have paid all expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto) to the extent invoiced at least one (1) Business Day prior to the Amendment No. 2 Effective Date;

(j)    Opinion of Counsel. The Administrative Agent shall have received executed legal opinions, addressed to the Administrative Agent and the Lenders, and in form and substance reasonably satisfactory to the Administrative Agent, from:

(i)    Ballard Spahr LLP, counsel to the Loan Parties;

(ii)    John K. McDonald, Esq., general counsel to the Company;

(iii)    Timothy Hoban, Esq., California counsel of the Subsidiaries of the Company;

(iv)    Foley & Lardner LLP, Florida counsel of the Subsidiaries of the Company;

(v)    Thomas M. Tracy, Esq., Maryland counsel of the Subsidiaries of the Company;

(vi)    Mark J. Warshauer, Esq., New Jersey counsel of the Subsidiaries of the Company;

(vii)    Kenneth J. Greenspan Esq., Pennsylvania counsel of the Subsidiaries of the Company;

(viii)    Nowak & Stauch LLP, Texas counsel of the Subsidiaries of the Company;

(ix)    Thomas M. Tracy, Esq., Virginia counsel of the Subsidiaries of the Company; and

(x)    Marsha Martin, Esq., Washington counsel of the Subsidiaries of the Company.

(k)    Solvency Certificate. A solvency certificate signed by the chief financial officer or treasurer of the Company, confirming the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to this Amendment on the Amendment No. 2 Effective Date.

(l)    Regulatory Documentation. The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the Amendment No. 2 Effective Date.

(m)    Consent Fee. The Borrower or the Company shall have paid to the Administrative Agent for the account of each Existing Lender party hereto that delivers to the Administrative Agent (or its counsel) on or prior to the date hereof, an executed counterpart of this Amendment indicating its consent to the amendment contained herein, a fee in an amount equal to 0.15% of the aggregate outstanding principal amount of Term Loans held by such Existing Lender immediately prior to the effectiveness of this Amendment.

On and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a)    each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate (or, in the case of Loan Parties that are not corporations, other) proceedings, and the Loan Documents constitute legal, valid and binding obligations of the applicable Loan Parties enforceable against them in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or law);

(b)    each of the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement (as amended by this Amendment) and any other Loan Document is true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of the Amendment No. 2 Effective Date, as if made on and as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date; provided, however, that references therein to the “Credit Agreement” or any other term which includes the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents, waivers and amendments set forth herein;

(c)    no Default or Unmatured Default has occurred, is continuing or existed immediately prior to or will exist immediately after giving effect to this Amendment and the transaction contemplated hereby; and

(d)    neither the execution and delivery by the Loan Parties of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or of the Credit Agreement, as amended by this Amendment, will violate (i) any Law binding on any of the Loan Parties or their respective Property or (ii) the articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, of the Loan Parties, or (iii) the provisions of any indenture, instrument or agreement to which any Loan Party is a party or is subject (including, without limitation, the Credit Agreement as in effect immediately prior to giving effect to this Amendment), or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of any Loan Party pursuant to the terms of any such indenture, instrument or agreement other than any such violation, conflict, default or Lien which, in the case of each of clauses (i) and (iii) above (other than in the case of clause (iii) as it relates to the Credit Agreement as in effect immediately prior to giving effect to this Amendment), would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any Official Body or any other Person that has not been obtained by any Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of this Amendment, any borrowings heretofore made under the Credit Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

(a)    As of the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

(b)    Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower, the Guarantors, any Agent or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except in each case as expressly set forth herein.

(d)    This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement and any other Loan Document.

Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party (as modified hereby); (ii) with respect to the Guarantors, its guarantee of the Obligations under the Guaranty Agreement; and (iii) agrees that (A) each Loan Document to which it is a party shall continue to be in full force and effect (as modified hereby) and (B) all guarantees, covenants and agreements by such Loan Party under the Loan Documents shall continue to be in full force and effect (as modified hereby) and shall accrue to the benefit of the Lenders and the Administrative Agent and shall not be affected, impaired or discharged hereby or by the transactions contemplated in this Amendment (except as expressly provided herein).

This Amendment may be executed in any number of counterparts and by different parties 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

All communications and notices hereunder shall be given as provided in the Credit Agreement.

The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

The jurisdiction and waiver of right to trial by jury provisions in Sections 16.2 and 16.3 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

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ESE Consultants, Inc.

Fairway Valley, Inc.

First Brandywine Investment Corp. II

First Brandywine Investment Corp. IV

Franklin Farms G.P., Inc.,

HQZ Acquisitions, Inc.

MA Limited Land Corporation

PRD Investors, Inc.

Shapell Homes, Inc.

Shapell Industries, Inc.

SH Homes Corporation

SI Investment Corporation

The Silverman Building Companies, Inc.

TB Proprietary Corp.

Tenby Hunt, Inc.

Toll Architecture I, P.A.

Toll Architecture, Inc.

Toll AZ GP Corp.

Toll Bros. of Arizona, Inc.

Toll Bros. of North Carolina, Inc.

Toll Bros. of North Carolina II, Inc.

Toll Bros. of North Carolina III, Inc.

Toll Bros., Inc. (a Delaware corporation)

Toll Bros., Inc. (a Pennsylvania corporation)

Toll Bros., Inc. (a Texas corporation)

Toll Brothers AZ Construction Company

Toll Brothers Canada USA, Inc.

Toll Brothers Finance Corp.

Toll Brothers Real Estate, Inc.

Toll Buckeye Corp.

Toll CA GP Corp.

Toll CA Holdings, Inc.

Toll Centennial Corp.

Toll CO GP Corp.

Toll Corp.

Toll Development Company, Inc.

Toll Diamond Corp.

Toll FL GP Corp.

Toll GA GP Corp.

Toll Golden Corp.

Toll Granite Corp.

Toll Holdings, Inc.

Toll IL GP Corp.

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Toll Land Corp. No. 50

Toll MD Builder Corp.

Toll Mid-Atlantic LP Company, Inc.

Toll Mid-Atlantic Note Company, Inc.

Toll Midwest Note Company, Inc.

Toll MI GP Corp.

Toll MN GP Corp.

Toll NC GP Corp.

Toll NH GP Corp.

Toll NJX-I Corp.

Toll Northeast LP Company, Inc.

Toll Northeast Note Company, Inc.

Toll Northeast Services, Inc.

Toll NV GP Corp.

Toll OH GP Corp.

Toll PA Builder Corp.

Toll PA GP Corp.

Toll PA II GP Corp.

Toll PA III GP Corp.

Toll Palmetto Corp.

Toll Peppertree, Inc.

Toll Realty Holdings Corp. I

Toll Realty Holdings Corp. II

Toll RI GP Corp.

Toll SC GP Corp.

Toll Southeast LP Company, Inc.

Toll Southeast Note Company, Inc.

Toll Southwest Note Company, Inc.

Toll SW Holding I Corp.

Toll TN GP Corp.

Toll TX GP Corp.

Toll VA GP Corp.

Toll VA Member Two, Inc.

Toll Westcoast Note Company, Inc.

Toll WA GP Corp.

Toll WV GP Corp.

Toll YL, Inc.

Upper K Investors, Inc.

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5-01 – 5-17 48^th Avenue II LLC

5-01 – 5-17 48^th Avenue GC LLC

5-01 – 5-17 48^th Avenue GC II LLC

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51 N. 8^th Street GC LLC

51 N. 8^th Street GC II LLC

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110-112 Third Ave. GC LLC

110-112 Third Ave. GC II LLC

353-357 Broadway LLC

353-357 Broadway Member LLC

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Arthur’s Woods, LLC

Belmont Country Club I LLC

Belmont Country Club II LLC

Block 268 LLC

Brier Creek Country Club I LLC

Brier Creek Country Club II LLC

Byers Commercial LLC

C.B.A.Z Construction Company LLC

C.B.A.Z. Holding Company LLC

Component Systems I LLC

Component Systems II LLC

Dominion Valley Country Club I LLC

Dominion Valley Country Club II LLC

First Brandywine LLC III

First Brandywine LLC IV

Frenchman’s Reserve Realty LLC

Golf I Country Club Estates at Moorpark LLC

Golf II Country Club Estates at Moorpark LLC

Goshen Road Land Company LLC

Hatboro Road Associates LLC

Hawthorn Woods Country Club II LLC

Hoboken Land I LLC

Jacksonville TBI Realty LLC

Lighthouse Point Land Company, LLC

Liseter Land Company LLC

Liseter, LLC

Longmeadow Properties LLC

Long Meadows TBI, LLC

Martinsburg Ventures, L.L.C.

Mizner Realty L.L.C.

Naples TBI Realty LLC

Orlando TBI Realty LLC

Paramount Village LLC

Phillips Drive LLC

Placentia Development Company, LLC

Plum Canyon Master LLC

PRD Investors, LLC

Prince William Land I LLC

Prince William Land II LLC

Rancho Costera LLC

Regency at Dominion Valley LLC

The Regency Golf Club I LLC

The Regency Golf Club II LLC

The Ridges at Belmont Country Club I LLC

The Ridges at Belmont Country Club II LLC

Shapell Hold Properties No. 1, LLC

Shapell Land Company, LLC

South Riding Realty LLC

SR Amberlea LLC

SRLP II LLC

Tampa TBI Realty LLC

TB Kent Partners LLC

Toll Austin TX LLC

Toll Austin TX II LLC

Toll Austin TX III LLC

Toll BBC LLC

Toll BBC II LLC

Toll CA I LLC

Toll CA III LLC

Toll CA Note II LLC

Toll Cedar Hunt LLC

Toll CO I LLC

Toll Corners LLC

Toll Dallas TX LLC

Toll-Dublin, LLC

Toll Equipment, L.L.C.

Toll FL I, LLC

Toll FL IV LLC

Toll FL V LLC

Toll Glastonbury LLC

Toll Henderson LLC

Toll Houston Land LLC

Toll Houston TX LLC

Toll Jupiter LLC

Toll IN LLC

Toll Land VII LLC

Toll Lexington LLC

Toll MA I LLC

Toll MA II LLC

Toll MA III LLC

Toll MA IV LLC

Toll MA Development LLC

Toll MA Holdings LLC

Toll MA Land II GP LLC

Toll MA Management LLC

Toll MD I, L.L.C.

Toll MD II LLC

Toll MD III LLC

Toll MD IV LLC

Toll Midwest LLC

Toll NC I LLC

Toll NC IV LLC

Toll NC Note LLC

Toll NC Note II LLC

Toll North LV LLC

Toll North Reno LLC

Toll NV GP I LLC

Toll NV Holdings LLC

Toll NY II LLC

Toll Prasada LLC

Toll Realty L.L.C.

Toll San Antonio TX LLC

Toll South LV LLC

Toll South Reno LLC

Toll Southwest LLC

Toll Southwest II LLC

Toll Stratford LLC

Toll SW Holding LLC

Toll TX Note LLC

Toll VA L.L.C.

Toll VA III L.L.C.

Toll Van Wyck, LLC

Toll Vanderbilt I LLC

Toll Vanderbilt II LLC

Toll West Coast LLC

Toll West Coast II LLC

Upper K Investors, LLC

Upper-K Shapell, LLC

Vanderbilt Capital LLC

Virginia Construction Co. I, LLC

Virginia Construction Co. II, LLC

Amwell Chase, Inc.

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Toll Land Corp. No. 10

126-142 Morgan Street Urban Renewal LLC

134 Bay Street LLC

700 Grove Street Urban Renewal LLC

1400 Hudson LLC

1451 Hudson LLC

1450 Washington LLC

1500 Garden St. LLC

Block 255 LLC

CWG Construction Company LLC

Enclave at Long Valley I LLC

Enclave at Long Valley II LLC

Hoboken Cove LLC

Morgan Street JV LLC

PT Maxwell Holdings, LLC

PT Maxwell, L.L.C.

Regency at Denville LLC

Regency at Mansfield I LLC

Regency at Mansfield II LLC

Regency at Washington I LLC

Regency at Washington II LLC

Toll EB LLC

Toll Hoboken LLC

Toll Morgan Street LLC

Toll NJ I, L.L.C.

Toll NJ II, L.L.C.

Toll NJ III LLC