Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”) dated as of
October 8, 2009 among STANDARD PACIFIC ESCROW LLC, a Delaware
limited liability company (the “ Initial Issuer
”), STANDARD PACIFIC CORP., a Delaware corporation (the
“ Company ”), the subsidiaries of the
Company party hereto (the “ Guarantors ”)
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee
under the indenture referred to below (the “
Trustee ”).
W I T N E S S E T H :
WHEREAS the Initial Issuer has
heretofore executed and delivered to the Trustee an indenture (the
“ Indenture ”) dated as of
September 17, 2009, in respect of the issuance of an aggregate
principal amount of $280,000,000 of 10.750% Senior Notes due 2016
(the “ Notes ”);
WHEREAS the gross proceeds of the
issuance of the Notes and other funds were deposited by the Initial
Issuer into the Escrow Account at the closing of the offering of
the Notes;
WHEREAS immediately after the
execution of this Supplemental Indenture, the proceeds of the
issuance of the Notes will be released from the Escrow Account
pursuant to Section 4(a) of the Escrow Agreement (the “
Escrow Release ”);
WHEREAS pursuant to
Section 4.18 of the Indenture, as conditions to the Escrow
Release, (i) the Company is required to execute and deliver
this Supplemental Indenture and thereby to assume all of the
obligations of the Initial Issuer under the Notes and the Indenture
and to succeed the Initial Issuer as the “Company”
under the Indenture and cause the Initial Issuer to be released
from all obligations under the Notes and the Indenture and
(ii) the Guarantors are required to execute and deliver this
Supplemental Indenture and thereby to jointly and severally with
all other Guarantors, unconditionally guarantee the obligations of
the Company under the Notes and the Indenture on the terms and
subject to the conditions set forth in Article Eleven of the
Indenture and to be bound by all other applicable provisions of the
Indenture;
WHEREAS pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Initial Issuer, the Company and the Guarantors mutually covenant
and agree for the equal and ratable benefit of the Holders of the
Notes as follows:
1. Capitalized Terms.
Capitalized terms used herein but not otherwise defined herein
shall have the meanings assigned to them in the
Indenture.
2. Agreement to Assume;
Release. The Company hereby assumes all of the obligations of
the Initial Issuer under the Notes and the Indenture and hereafter
shall be deemed the “Company” for all purposes under
the Notes and the Indenture. The Initial Issuer is hereby released
from all obligations under the Notes and the Indenture.
3. Agreement to Guarantee.
The Guarantors hereby agree jointly and severally with all other
Guarantors, to unconditionally guarantee the obligations under the
Notes and the Indenture on the terms and subject to the conditions
set forth in Article Eleven of the Indenture and to be bound by all
other applicable provisions of the Indenture.
4. Ratification of Indenture;
Supplemental Indenture Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. Following the date hereof,
all of the covenants set forth in Article Four of the Indenture
shall be deemed to have been applicable to the Company and its
Restricted Subsidiaries beginning as of the Original Issue Date as
if the Company and its Restricted Subsidiaries had been parties
thereto on such date, and any action or inaction taken by the
Company or its Restricted Subsidiaries after the Original Issue
Date and prior to the date hereof prohibited by the Indenture,
shall be deemed a Default by the Company or its Restricted
Subsidiaries, as applicable, under the Indenture as of the date
hereof. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of the Notes
heretofore or hereafter authenticated and delivered shall be bound
hereby.
5. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No
Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
7. Duplicate Originals. The
parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
8. Effect of Headings. The
Section headings herein are for convenience only and shall not
effect the construction thereof.
9. No Adverse Interpretation of
Other Agreements. This Supplemental Indenture may not be used
to interpret another indenture, loan or debt agreement of the
Company or a Subsidiary. Any such indenture, loan or debt agreement
may not be used to interpret this Supplemental
Indenture.
10. No Recourse Against
Others. A director, officer, employee, controlling person,
manager or equity holder, as such, of the Company or the Guarantors
shall not have any liability for any obligations of the Company or
the Guarantors under the Notes or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their
creation. Each Holder by accepting the Notes waives and releases
all such liability. The waiver and release are part of the
consideration for the issue of the Notes.
11. Successors and Assigns.
All covenants and agreements of the Company and the Guarantors in
this Supplemental Indenture and the Notes shall bind their
respective successors and assigns. All agreements of the Trustee in
this Supplemental Indenture shall bind its successors and
assigns.
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12. Severability. In case any
one or more of the provisions contained in this Supplemental
Indenture or the Notes shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provisions of this Supplemental Indenture or the Notes.
13. Notices. Any order,
consent, notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by first class mail,
postage prepaid, addressed as follows:
If to the Company or any
Guarantor:
c/o Standard Pacific
Corp.
26 Technology
Irvine, California 92618
Attn: Secretary
14. Amendments and
Modification. This Supplemental Indenture may be amended,
modified, or supplemented only as permitted by the Indenture and by
written agreement of each of the parties hereto.
[Signature Pages Follow .
]
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IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed
as of the date first above written.
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“Initial Issuer”
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STANDARD
PACIFIC ESCROW LLC
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