STANDARD PACIFIC CORP.
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First Supplemental Indenture
dated as of September 15 1998
__________________
with respect to:
Indenture
Dated as of April 1, 0000
Xxxxxx Xxxxxx Trust Company of New York
as Trustee
FIRST SUPPLEMENTAL INDENTURE dated as of September 15, 1998 (this
"Supplemental Indenture") between STANDARD PACIFIC CORP., a Delaware corporation
(the "Company") and UNITED STATES TRUST COMPANY OF NEW YORK, a banking company
organized under the laws of the State of New York, as trustee (the "Trustee")
for the securities issued under the Indenture dated as of April 1, 1992 (the
"Indenture") between the Company and the Trustee.
Recitals
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A. Pursuant to an Officer's Certificate dated March 5, 1993 (the "Series
Supplement"), and in accordance with the terms of the Indenture, the Company
established and issued a series of Securities denominated the "10 1/2% Senior
Notes due 2000" (the "Securities"). Securities in the aggregate principal
amount of $51,108,000 are outstanding on the date of this Supplemental
Indenture.
B. In accordance with Section 9.02 of the Indenture, the Company has
obtained the written consent of the Holders of at least a majority in principal
amount of the Securities to certain amendments to the Series Supplement, and, to
the extent the Series Supplement is incorporated therein, the Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed as follows:
Agreements
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Section 1. Defined Terms. Capitalized terms not otherwise defined herein
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shall have the meanings ascribed to them in the Indenture.
Section 2. Condition to Effectiveness. This Supplemental Indenture shall
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become effective only upon the acceptance by the Company of, and payment by the
Company for, at least a majority in principal amount of the outstanding
Securities pursuant to the terms of the Company's Offer to Purchase and Consent
Solicitation Statement dated September 1, 1998, as such offer may be amended
from time to time (the "Offer"). The date of the effectiveness of this
Supplemental Indenture shall be denominated herein the "Effective Date." Upon
the occurrence of the Effective Date, the Company shall provide to the Trustee
an officer's certificate certifying that the Effective Date has occurred.
Section 3. Amendment to Series Supplement and Indenture.
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(a) The final sentence of existing Section 3(i) of the Series Supplement
is hereby amended to provide in its entirety as follows:
The Company may reduce the principal amount of Notes to be redeemed by
subtracting 100% of the principal amount of any Notes that the Company has
delivered to
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the Trustee for cancellation other than pursuant to the terms
of this paragraph (i) or has acquired.
(b) Existing Section 3(l) of the Series Supplement is hereby amended by
deleting therefrom the following provisions in their entirety:
Existing Section Number Caption
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Section 3(l)(i) Maintenance of Consolidated Net Worth
Section 3(l)(ii) Limitation on Additional Indebtedness
Section 3(l)(iii) Limitations on Liens
Section 3(l)(iv) Limitation on Restricted Payments
Section 3(l)(v) Limitation on Asset Sales
(c) Each of the following provisions of existing Section 3(l) of the
Series Supplement is hereby renumbered as indicated below:
Existing Section Number New Section Number Caption
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3(l)(vi) 3(l)(i) Transactions with Affiliates
and Related Persons
3(l)(vii) 3(l)(ii) Limitation on Payment
Restrictions Affecting
Restricted Subsidiaries
(d) Existing Section 3(l)(viii) of the Series Supplement is hereby amended
to provide in is entirety as follows:
(iii) Restrictions on Permitting Certain Restricted Subsidiary to
Become an Unrestricted Subsidiary. The Company may permit any Restricted
Subsidiary to be designated as an Unrestricted Subsidiary or any
Unrestricted Subsidiary to be designated as a Restricted Subsidiary;
provided, however, that the Company shall not permit Standard Pacific of
Texas, Inc. to be designated as an Unrestricted Subsidiary. Promptly after
the adoption of any Board Resolution designating a Restricted Subsidiary as
an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted
Subsidiary, a copy thereof shall be filed with the Trustee, together with
an Officers' Certificate stating that the provisions of this paragraph
(l)(iii) have been complied with in connection with such designation.
(e) Existing Section 3(l)(ix) of the Series Supplement is hereby amended
to provide in its entirety as follows:
(iv) Preservation of Existence. Subject to paragraph (l)(v) and 5.01
of the Indenture, the Company shall do or cause to be done all things
necessary to preserve and
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keep in full force and effect its existence as a corporation and will
refrain from taking any action that would cause its existence as a
corporation to cease, including without limitation any action that would
result in its liquidation, winding up or dissolution.
(f) Existing Section 3(l)(x) of the Series Supplement is hereby amended to
provide in is entirety as follows:
(v) Successor Corporation. The Company shall not consolidate with or
merge with or into any other person or convey, transfer or lease its
properties and assets substantially as an entirety to any person, unless
(A) the Company shall be the surviving corporation or, if the Company is
not the surviving corporation, such other person shall be a corporation
organized under the laws of the United States or any state thereof or the
District of Columbia and expressly assumes, by execution of an indenture
supplemental to the Indenture, all the obligations of the Company under the
Indenture and the Notes, (B) immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing, (C) the Consolidated Net Worth of the obligor of the Notes
immediately after such transaction (exclusive of any adjustments to
Consolidated Net Worth relating to transaction costs and accounting
adjustments resulting from such transaction) is not less than the
Consolidated Net Worth of the Company immediately prior such transaction
and (D) the Company shall have delivered to the Trustee (I) an Officers'
Certificate stating that such consolidation, merger, conveyance, transfer
or lease, and if a supplemental indenture is required in connection with
such transaction, such supplemental indenture, comply with this paragraph
(v) and that all conditions precedent provided for relating to such
transaction have been satisfied and (II) an Opinion of Counsel stating that
such consolidation, merger, conveyance, transfer or lease, and if a
supplemental indenture is required in connection with such transaction,
such supplemental indenture, comply with clause (A) of this paragraph (v).
(g) Existing Section 3(l)(xi) of the Series Supplement is hereby
renumbered as Section 3(l)(vi) of the Series Supplement.
(h) Each of the following provisions of existing Section 3 of the Series
Supplement is hereby renumbered as indicated below:
Existing Section Number New Section Number Caption
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3(l) (second reference) 3(m) Additional Events of Default
3(m) 3(n) Certain Definitions
(i) All references to paragraph (l)(viii) in the definition of
"Unrestricted Subsidiary" set forth in existing Section 3(m) of the Series
Supplement (amended Section 3(n)) are hereby amended to references to paragraph
(l)(iii).
(j) The definitions of "Average Life," "Consolidated Tangible Net Worth,"
Consolidated Net Income," "Homebuilding Joint Venture," "Net Income," "Net
Proceeds," and
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"Unrestricted Subsidiary Investment" set forth in existing Section 3(m) of the
Series Supplement (amended Section 3(n)) are hereby deleted in their entirety.
Section 4. Amendment to Securities and Form of Security. Pursuant to
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Section 12 of the Securities, the Securities and the form of security attached
to the Series Supplement are hereby amended as follows to conform to the above-
referenced amendments to the Indenture and the Series Supplement.
(a) The first sentence of existing Section 4 of the Securities and form of
Security is hereby amended to provide in its entirety as follows:
The Company issued the Notes under an Indenture dated as of April 1,
1992 (as amended from time to time in accordance with the terms thereof,
the "Indenture").
(b) The second sentence of existing Section 4 of the Securities and form of
Security is hereby amended to provide in its entirety as follows:
The terms of the Notes include those stated in the Indenture, those
made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code (S)(S) 77aaa-77bbbb) (the "Act") as in effect on the date of
the Indenture and as may be amended from time to time, those incorporated
by reference into the Indenture pursuant to an Officers' Certificate of the
company dated March 5, 1993 (the "Officers' Certificate") delivered
pursuant to Sections 2.01 and 2.03(a) of the Indenture, and those
amendments to the Indenture and the Officers' Certificate made by the First
Supplemental Indenture dated as of September 15, 1998 between the Company
and the Trustee.
(c) The second sentence of existing Section 6 of the Securities and form of
Security is hereby amended to provide in its entirety as follows:
The Company may reduce the principal amount of Notes to be redeemed by
subtracting 100% of the principal amount of any Notes that the Company has
delivered to the Trustee for cancellation other than pursuant to the terms
of the mandatory redemption.
(d) Section 9 of the Securities and form of Security is amended by deleting
such Section therefrom in its entirety and replacing such Section with the
following:
[Intentionally Omitted]
Section 5. Effective Date of this Supplemental Indenture. This
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Supplemental Indenture shall be effective as of the Effective Date.
Section 6. Indenture Ratified. Except as hereby otherwise expressly
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provided, the Indenture is in all respects ratified and confirmed, and all the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
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Section 7. Counterparts. This Supplemental Indenture may be executed in
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any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 8. Supplemental Indenture is an Amendment to Indenture and
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Series Supplement. This Supplemental Indenture is an amendment to the Indenture
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and the Series Supplement. The Indenture, the Series Supplement and this
Supplemental Indenture shall be read together from and after the Effective
Date. This Supplemental Indenture shall not be deemed to affect the rights
under the Indenture of the Holders of securities of any other series other than
the Securities.
Section 9. Governing Law. This Supplemental Indenture shall be governed
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by and construed in accordance with the internal laws of the State of New York.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
STANDARD PACIFIC CORP.
By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
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