Exhibit 4.3
THIRTEENTH SUPPLEMENTAL
INDENTURE
by and among
STANDARD PACIFIC CORP. AND THE
GUARANTORS PARTY HERETO
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
Dated as of October 8,
2009
6 1 / 2 %
SENIOR SECURED NOTES DUE 2010
(Supplemental to the Indenture dated
as of April 1, 1999)
STANDARD PACIFIC
CORP.
THIRTEENTH SUPPLEMENTAL
INDENTURE
This Thirteenth Supplemental
Indenture, dated as of October 8, 2009 (this “
Thirteenth Supplemental Indenture ”), is
entered into among Standard Pacific Corp., a Delaware corporation
(the “ Company ”), the guarantors listed
on the signature pages hereto (the “ Guarantors
”), and The Bank of New York Mellon Trust Company, N.A. (as
successor in interest to J.P. Morgan Trust Company, National
Association, Bank One Trust Company, N.A. and The First National
Bank of Chicago), as trustee (the “ Trustee
”). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Indenture (as
defined below).
WITNESSETH:
WHEREAS, this Thirteenth
Supplemental Indenture supplements the Indenture, dated as of
April 1, 1999 (the “ Original Indenture
”), by and between the Company and the Trustee, as previously
supplemented by the First Supplemental Indenture dated as of
April 13, 1999 (the “ First Supplemental
Indenture ”), the Second Supplemental Indenture dated
as of September 5, 2000 (the “ Second Supplemental
Indenture ”), the Third Supplemental Indenture dated
as of December 28, 2001 (the “ Third Supplemental
Indenture ”), the Fourth Supplemental Indenture dated
as of March 4, 2003 (the “ Fourth Supplemental
Indenture ”), the Fifth Supplemental Indenture dated
as of May 12, 2003 (the “ Fifth Supplemental
Indenture ”), the Sixth Supplemental Indenture dated
as of September 23, 2003 (the “ Sixth Supplemental
Indenture ”), the Seventh Supplemental Indenture
dated as of March 11, 2004 (the “ Seventh
Supplemental Indenture ”), the Eighth Supplemental
Indenture dated as of March 11, 2004 (the “ Eighth
Supplemental Indenture ”), the Ninth Supplemental
Indenture dated as of August 1, 2005 (the “ Ninth
Supplemental Indenture ”), the Tenth Supplemental
Indenture dated as of August 1, 2005 (the “ Tenth
Supplemental Indenture ”), the Eleventh Supplemental
Indenture dated as of February 22, 2006 (the “
Eleventh Supplemental Indenture ”) and the
Twelfth Supplemental Indenture dated as of May 5, 2006 (the
“ Twelfth Supplemental Indenture ,” and
together with the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture, the Fifth Supplemental Indenture,
the Sixth Supplemental Indenture, the Seventh Supplemental
Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture and the
Eleventh Supplemental Indenture, collectively, the “
Supplemental Indentures ”, and the Supplemental
Indentures together with the Original Indenture, collectively, the
“ Indenture ”);
WHEREAS, the following series of
Securities have been previously issued by the Company and remain
outstanding under the Indenture: 7% Senior Notes due 2015 in the
original aggregate principal amount of $175,000,000 issued pursuant
to the Tenth Supplemental Indenture (the “ 7% Senior
Notes ”); 6 1 / 4
% Senior Notes due 2014 in the
original aggregate principal amount of $150,000,000 issued pursuant
to the Eighth Supplemental Indenture (the “
6 1 / 4 % Senior Notes ”); 7 3 / 4
% Senior Notes due 2013 in the
original aggregate principal amount of $125,000,000 issued pursuant
to the Fourth Supplemental Indenture (the “ 2013
Notes ”); 6 7 / 8
% Senior Notes due 2011 in the
original aggregate principal amount of $175,000,000 issued pursuant
to the Fifth Supplemental Indenture (the “ 2011
Notes ”); and the 6 1 / 2
% Senior Notes
due 2010 in the original aggregate principal
amount of $175,000,000 issued pursuant to the Ninth Supplemental
Indenture (the “ 2010 Notes ,” and
together with the 7% Senior Notes, the 6 1 / 4
% Senior Notes, the 2013 Notes and
the 2011 Notes, collectively, the “ Notes
”);
WHEREAS, the Company has commenced a
tender offer (the “ Tender Offer ”) to
holders of the 2010 Notes, the 2011 Notes and the 2013 Notes upon
the terms and subject to the conditions set forth in the Offers to
Purchase for Cash and Solicitation of Consents of Holders of the
2010 Notes, dated September 10, 2009, as amended and
supplemented from time to time;
WHEREAS, in connection with the
Tender Offer, the Company has solicited from the holders of the
2010 Notes consents (the “ Consent Solicitation
”) to the adoption of certain proposed amendments set forth
in Section 1.01 hereof (the “ Proposed
Amendments ”) to the Ninth Supplemental
Indenture;
WHEREAS, under the terms of the
Original Indenture, the terms of the Ninth Supplemental Indenture
and the 2010 Notes may be amended with the consent of holders of a
majority of principal amount of the 2010 Notes (the “
Requisite Consents ”);
WHEREAS, the Company has obtained
the Requisite Consents to the Proposed Amendments pursuant to the
Consent Solicitation;
WHEREAS, the Company and the
Guarantors desire to supplement and amend the Indenture to effect
the Proposed Amendments; and
WHEREAS, the Company and the
Guarantors hereby certify that all covenants and conditions
precedent, if any, provided for in the Indenture relating to the
execution, delivery and performance of this Thirteenth Supplemental
Indenture have been complied with, and all things necessary to make
this Thirteenth Supplemental Indenture a valid agreement of the
Company, the Guarantors and the Trustee, in accordance with its
terms, and a valid amendment of, and supplement to, the Indenture
have been done.
NOW, THEREFORE, the parties hereto
agree, as follows:
ARTICLE 1.
AMENDMENTS TO
INDENTURE
Section 1.01
Amendments . Subject to Section 2.01, the terms of the
Ninth Supplemental Indenture are hereby amended, supplemented,
modified or deleted as follows.
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(a)
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The following
sections of the Ninth Supplemental Indenture and any corresponding
provisions in the Notes are hereby deleted in their entirety and
replaced with “[ Intentionally Omitted.
]”:
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Section 4.03. Change of
Control;
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Section 6.02. Limitation on
Additional Indebtedness;
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Section 6.03. Limitation on
Liens;
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Section 6.04. Limitation on
Restricted Payments;
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Section 6.05. Limitation on
Asset Sales;
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Section 6.06. Transactions
with Affiliates;
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Section 6.07. Limitation on
Payment Restrictions Affecting Restricted Subsidiaries;
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Section 6.08. Restricted and
Unrestricted Subsidiaries;
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Section 6.11. Future
Subsidiary Guarantees; and
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Section 7.01. Additional
Events of Default.
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(b)
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Section 6.09 of the Ninth Supplemental
Indenture is hereby deleted in its entirety and replaced with the
following (and any corresponding provisions of the Notes are hereby
amended accordingly):
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Section 6.09. Mergers and
Sales of Assets by the Company
The Company will not consolidate
with, merge into or transfer all or substantially all of its assets
to another Person unless such Person (if other than the Company) is
a corporation organized under the laws of the United States or any
state thereof or the District of Columbia and expressly assumes all
the obligations of the Company under the Indenture and the
Notes.
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(c)
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Section 6.10 of the Ninth Supplemental
Indenture is hereby deleted in its entirety and replaced with the
following (and any corresponding provisions of the Notes are hereby
amended accordingly):
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Section 6.10. Reports to
the Holders of the Notes
The Company shall provide financial
statements to the Holders of the Notes on a quarterly basis that
are consistent with the financial statements required to be
provided to the Administrative Agent under the Company’s
Revolving Credit Facility pursuant to Sections 8.1(b) and 8.1(c)
thereof.
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(d)
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Any definition
in the Ninth Supplemental Indenture and Notes shall be deemed
deleted if references to such definitions would be eliminated as a
result of the amendments described herein; cross-references in the
Ninth Supplemental Indenture and Notes to provisions in the Ninth
Supplemental Indenture or Notes that have been deleted as a result
of the amendments described herein shall be deleted; and any other
changes to the Ninth Supplemental Indenture and Notes of a
technical or conforming nature shall be deemed made to the extent
necessary to reflect the deletion of the provisions described
herein.
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Section 1.02 Release of
Obligations Un