THIRD AMENDMENT OF TERM B CREDIT AGREEMENT

THIS THIRD AMENDMENT OF TERM B CREDIT AGREEMENT (this “ Amendment ”) is dated as of September 3, 2009, and entered into by and among STANDARD PACIFIC CORP. , a Delaware corporation (“ Borrower ”), BANK OF AMERICA, N.A. , a national banking association (“ Bank of America ”), as Administrative Agent for the Lenders defined below (in such capacity, together with its successors and assigns, “ Administrative Agent ”), and each Lender that is a signatory to this Amendment.

A.           Reference is hereby made to that certain Term Loan B Credit Agreement dated as of May 5, 2006, by and among Borrower, Bank of America, as Administrative Agent (in such capacity, “ Administrative Agent ”), and each of the Lenders defined therein (such Lenders are collectively, the “ Lenders ” and individually a “ Lender ”) (as amended, modified, renewed, restated, or replaced, the “ Term B Credit Agreement ”).

B.           Reference is hereby made to that certain (a) Revolving Credit Agreement dated as of August 31, 2005, executed by Borrower, Bank of America, as Administrative Agent and L/C Issuer, and the Lenders defined therein (such Lenders are collectively, the “ Revolver Lenders ” and individually a “ Revolver Lender ”) (as amended, the “ Revolving Credit Agreement ”) and (b) Term Loan A Credit Agreement dated as of May 5, 2006, by and among Borrower, Bank of America, as Administrative Agent, and each of the Lenders defined therein (such Lenders are collectively, the “ Term A Lenders ” and individually a “ Term A Lender ”) (as amended, the “ Term A Credit Agreement ”).

C.           Capitalized terms used herein shall, unless otherwise indicated, have the meanings set forth in the Term B Credit Agreement.

D.           By written notice dated August 12, 2009, Administrative Agent and Borrower notified Lenders that certain provisions of the Term B Credit Agreement have been amended under Section 11.1 of the Term B Credit Agreement as a result of that certain Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to Term Loan A Credit Agreement executed to be effective as of August 12, 2009, by and among Borrower, Bank of America, each Revolver Lender and Term A Lender party thereto, and certain other parties.

E.           The parties hereto desire to further amend the provisions of Section 4.2 and Section 8.21 of the Term B Credit Agreement, each as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Amendments to Term B Credit Agreement.   By execution of this Amendment, the parties hereto have agreed to amend the Term B Credit Agreement as follows:

(a)             Section 1.1 of the Term B Credit Agreement is hereby amended to delete the definitions of “ Prime Rate ” and replace such definition with the following:

“ Prime Rate ” means, for any day, a fluctuating rate per annum equal to the highest of (a) the sum of (i) the Federal Funds Rate plus (ii) one half of one percent (0.50%), (b) the sum of (i) the Daily Floating Libor Rate plus (ii) one and three quarters percent (1.75%), and (c) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the prime rate announced by Bank of America, the Federal Funds Rate, or the Daily Floating Libor Rate shall take effect at the opening of business on the day specified in the public announcement of such change.

(b)             Section 1.1 of the Revolving Credit Agreement is hereby amended to add the following new definition thereto in the correct alphabetical order:

“ Daily Floating LIBOR Rate ”   means, as of any date of determination, the per annum rate of interest equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR” ), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as reasonably selected by Administrative Agent from time to time) at approximately 11:00 a.m. London time on the date of determination for Dollar deposits being delivered in the London interbank market for a term of one month commencing two (2) Business Days prior to that day.  If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate method as reasonably selected by Administrative Agent.

(c)             Section 4.2 of the Term B Credit Agreement is hereby deleted in its entirety and replaced with the following:

4.2            Other Fees .  Borrower shall pay to Administrative Agent, (a) for its account and the accounts of Arranger and Lenders, the fees in the amounts and at the times specified in the Fee Letter and (b) for any fiscal quarter in which Borrower has failed to demonstrate compliance with at least one (1) of the financial covenants set forth in Section 8.20(a) , a fee, payable to the Lenders on the date that is the forty-fifth (45th) day after the last day of such fiscal quarter in an amount equal to the result of (i) fifty basis points (0.50%) times (ii) the outstanding principal amount of all Term Loans as of such date, for each such fiscal quarter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(d)             Clause (i)   of Section 8.20(a) is hereby amended to add the following sentence   at the end thereof:

provided, however , that for each fiscal quarter ended after September 30, 2011, Borrower shall not permit such ratio to be less than 1.25 to 1.0 thereafter;

(e)             Clause (ii) of Section 8.20(a) is hereby amended to delete the “or” at the end thereof and to add the following sentence   at the end thereof:

provided, however , that for each fiscal quarter ended after September 30, 2011, Borrower shall not permit such ratio to be less than 1.25 to 1.0 thereafter; or

2.           Amendment of Term B Credit Agreement and Other Loan Documents.

(a)            All references in the Loan Documents to the Term B Credit Agreement shall henceforth include references to the Term B Credit Agreement, as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, renewed, extended, restated, increased, restated, and/or replaced.

(b)            Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

3.             REQUEST FOR APPROVAL.   THIS IS A REQUEST FOR APPROVAL AS DESCRIBED IN SECTION 10.14 OF THE TERM B CREDIT AGREEMENT.  Pursuant to Section 10.14 of the Term B Credit Agreement, Administrative Agent recommends that the amendments set forth in Section 1 hereof be adopted by the Lenders.  Unless a Lender shall give written notice to Administrative Agent that it objects to such recommendation within fifteen (15) Business Days from the date hereof, such Lender shall be deemed to have approved of the amendments set forth in Section 1 .

4.             Ratifications.   Borrower (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to Administrative Agent or any Lender under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future Obligatio