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THIRTEENTH SUPPLEMENTAL INDENTURE

Addendum or Modifications

THIRTEENTH SUPPLEMENTAL INDENTURE | Document Parties: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A | STANDARD PACIFIC CORP You are currently viewing:
This Addendum or Modifications involves

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A | STANDARD PACIFIC CORP

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Title: THIRTEENTH SUPPLEMENTAL INDENTURE
Date: 10/9/2009
Industry: Construction Services     Sector: Capital Goods

THIRTEENTH SUPPLEMENTAL INDENTURE, Parties: the bank of new york mellon trust company  n.a , standard pacific corp
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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.

 

 

(a)

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. ]”:

 

 

 

Section 4.03. Change of Control;

 

 

 

Section 6.02. Limitation on Additional Indebtedness;

 

 

 

Section 6.03. Limitation on Liens;

 

3


 

 

Section 6.04. Limitation on Restricted Payments;

 

 

 

Section 6.05. Limitation on Asset Sales;

 

 

 

Section 6.06. Transactions with Affiliates;

 

 

 

Section 6.07. Limitation on Payment Restrictions Affecting Restricted Subsidiaries;

 

 

 

Section 6.08. Restricted and Unrestricted Subsidiaries;

 

 

 

Section 6.11. Future Subsidiary Guarantees; and

 

 

 

Section 7.01. Additional Events of Default.

 

 

(b)

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):

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.

 

 

(c)

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):

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.

 

 

(d)

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.

 

4


Section 1.02 Release of Obligations Un


 
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