exhibit101.htm










 


JPMORGAN CHASE BANK, N.A.


383 Madison Avenue, 24th Floor


New York, New York 10179







October 24, 2013












LETTER AGREEMENT


 


Standard Pacific Corp.


15360 Barranca Parkway


Irvine, CA  92618


Attn:        John P. Babel


 Jeff J. McCall








	
  

	
RE:

	
Amended and Restated Credit Agreement, dated as of October 19, 2012, among Standard Pacific Corp. (“Borrower”), the lenders party thereto (“Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (“Administrative Agent”), as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of September 26, 2013 (as so amended, and as the same may be further amended, modified and supplemented and in effect from time to time, the “Credit Agreement”)












Ladies and Gentlemen:


 


Reference is made to the Credit Agreement.  Capitalized terms used but not defined herein are used with the meanings assigned to such terms in the Credit Agreement.


 


Borrower has elected to increase the Commitments in accordance with Section 2.21 of the Credit Agreement, and in connection therewith, Administrative Agent, the Required Lenders and Borrower desire to modify the maximum Leverage Ratio requirements in Section 7.12 of the Credit Agreement as set forth in this letter agreement (this “Letter Agreement”). The parties hereto agree as follows:


 


A. Agreement.    Section 7.12 of the Credit Agreement is hereby amended and restated to read as follows:


 


7.12           Leverage Ratio.


 


As of any Test Date, commencing with September 30, 2012, the Leverage Ratio shall not be in excess of the ratio set forth opposite such date below:


 



	
Date

	 	
Leverage Ratio


	
December 31, 2012 thru December 31, 2013

	 	
2.50 to 1.00


	
March 31, 2014 thru December 31, 2014

	 	
2.25 to 1.00


	
March 31, 2015 and thereafter

	 	
2.00 to 1.00












 




  





  











  






 


B. Representations and Warranties. In order to induce Administrative Agent and the Required Lenders to enter into this Letter Agreement, Borrower hereby represents and warrants to Administrative Agent and the Lenders as follows:


 


1. As of the date hereof, no Default or Event of Default has occurred and is continuing under the Loan Documents; and


 


2. Borrower has the power and authority to enter into this Letter Agreement.  This Letter Agreement has been duly executed and delivered, and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally, or by equitable principles relating to enforceability.


 


C.           Conditions to Effectiveness.  It shall be a condition precedent to the effectiveness of this Letter Agreement that each of the following conditions are satisfied:


 


1. The parties hereto shall have executed and delivered counterparts of this Letter Agreement to the Administrative Agent; and


 


2. Guarantors shall have executed and delivered to Administrative Agent the Reaffirmation of Guaranty attached hereto as Exhibit A.


 


D.           Miscellaneous.


 


1. This Letter Agreement is a Loan Document.


 


2. The Credit Agreement and the Loan Documents are in all respects ratified and confirmed, and except as otherwise expressly provided herein, nothing contained in this Letter Agreement shall, or shall be construed to, modify, waive or otherwise affect any provision of the Credit Agreement or the Loan Documents or any right of the Administrative Agent and the Lenders arising thereunder.


 


3. This Letter Agreement may not be amended or any provision hereof waived or modified except by an instrument executed in writing by Administrative Agent and the Required Lenders and accepted in writing by the Borrower.  This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.  This Letter Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one and the same agreement.  Delivery of an executed signature page of this Letter Agreement by facsimile transmission or electronic transmission (e.g. “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart thereof.


 







 


[Signatures appear on next page.]


 







 







 







 













	
 














  





  











  








IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed and delivered as of the day and year first above written.


 




 




	 	
JPMORGAN CHASE BANK, N.A., 


as Administrative Agent and Class A Lender


	 	  	  
	 	
By:

	
/s/ MOHAMMAD HASAN


	 	  	
Name: Mohammad Hasan


	 	  	
Title:   Vice President









 


 













 


[Signatures continue on next page.]












Signature page to Letter Agreement













	
 














  





  











  







 




	 	
CITICORP NORTH AMERICA, INC.,


as a Class A Lender


	 	  	  
	 	
By:

	
/s/ JOHN C. ROWLAND


	 	  	
Name: John C. Rowland


	 	  	
Title:   Vice President













 


 


 


 


 


 


 


 





Signature page to Letter Agreement













	
 


 














  





  











  











	 	
BANK OF AMERICA, N.A.,


as a Class A Lender


	 	  	  
	 	
By:

	
/s/ ANN E. KENZIE


	 	  	
Name: Ann E. Kenzie


	 	  	
Title:   Vice President











 


 


 


 


 


 


 


 





Signature page to Letter Agreement













	
 


 














  





  











  













	 	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,


as a Lender


	 	  	  
	 	
By:

	
/s/ BILL O'DALY


	 	  	
Name: Bill O'Daly


	 	  	
Title:   Authorized Signatory


	 	 	 
	 	By:	/s/ VIPUL DHADDA
	 	 	Name: Vipul Dhadda
	 	 	Title: Authorized Signatory









 


 


 


 


 


 


 


 





Signature page to Letter Agreement













	
 


 














  





  











  















ACKNOWLEDGED AND AGREED TO BY BORROWER


AS OF THIS 24th DAY OF OCTOBER, 2013







 



 




	 	STANDARD PACIFIC CORP., as Borrower
	 	  	  
	 	
By:

	
/s/ JEFF J. MCCALL


	 	  	
Name: Jeff J. McCall


	 	  	
Title:   Chief Financial Officer


	 	 	 
	 	
By:

	/s/ DAVID VAZQUEZ
	 	 	Name: David Vazquez
	 	 	Title:   Vice President - Treasury





























Signature page to Letter Agreement













	
 


 














  





  











  








EXHIBIT A







REAFFIRMATION OF GUARANTY







As consideration for the agreements and covenants contained in the within Letter Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned (“Guarantor”), as a guarantor under that certain Amended and Restated Guaranty, dated as of October 19, 2012, as reaffirmed by that certain Reaffirmation of Amended and Restated Guaranty dated as of September 26, 2013 (as reaffirmed, the “Guaranty”), delivered to the Administrative Agent in connection with the extension of credit made by the Lenders pursuant to the Credit Agreement referred to above, hereby acknowledges, covenants and agrees as follows: (a) consents to the terms of the Letter Agreement, (b) ratifies, confirms, and acknowledges its obligations under the Guaranty which shall remain in full force and effect for all the obligations of such Guarantor now or hereafter owing to Administrative Agent (on behalf of the Lenders) pursuant to the terms and conditions of the Guaranty, and (c) agrees that the Guaranty remains in full force and effect, undiminished by the Letter Agreement.


 


This Reaffirmation of Guarantor Documents may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument.


 







 


[SIGNATURES APPEAR ON NEXT PAGE]


 























	
 


 














  





  











  








IN WITNESS WHEREOF, each Guarantor has caused this Reaffirmation of Guaranty to be duly executed and delivered as of this October 24, 2013.


 


GUARANTORS:







STANDARD PACIFIC OF COLORADO, INC.;


HSP ARIZONA, INC.;


HWB INVESTMENTS, INC.;


STANDARD PACIFIC OF ARIZONA, INC.;


STANDARD PACIFIC OF FLORIDA GP, INC.;


STANDARD PACIFIC OF LAS VEGAS, INC.;


STANDARD PACIFIC OF ORANGE COUNTY, INC.;


STANDARD PACIFIC OF SOUTH FLORIDA GP, INC.;


STANDARD PACIFIC OF TAMPA GP, INC.;


STANDARD PACIFIC OF TEXAS, INC.;


STANDARD PACIFIC OF WALNUT HILLS, INC.;


STANDARD PACIFIC INVESTMENT CORP.;


STANDARD PACIFIC 1, INC.;


WESTFIELD HOMES USA, INC.




 



 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer











 






HILLTOP RESIDENTIAL, LTD


By:           Residential Acquisition GP, LLC


By:           Standard Pacific of South Florida


By:           Standard Pacific of South Florida GP, Inc.



 


 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer























[Signatures Continued on Next Page]








	
 


 







Signature page to Reaffirmation of Guaranty




  





  











  


















SP TALEGA, LLC


By:           Standard Pacific of Orange County, Inc.








 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer





















STANDARD PACIFIC OF THE CAROLINAS, LLC


By:           Westfield Homes USA, Inc.








 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer





















STANDARD PACIFIC OF FLORIDA;


STANDARD PACIFIC OF SOUTH FLORIDA


By:           Standard Pacific of Florida GP, Inc.








 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer





















STANDARD PACIFIC OF TAMPA


By:           Standard Pacific of Tampa GP, Inc.








 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer























[Signatures Continued on Next Page]








	
 


 







Signature page to Reaffirmation of Guaranty




  





  











  













 


TERRA/WINDING CREEK, LLC


By:           Standard Pacific of Texas, Inc.


 



 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Principal Financial & Accounting Officer











 






BARRINGTON ESTATES, LLC;


CAMARILLO VILLAGE PARK, LLC;


HARBOR HIGHLANDS GROUP, LLC;


LAGOON VALLEY RESIDENTIAL, LLC;


MENIFEE DEVELOPMENT, LLC;


LB/L-DUC III ANTIOCH 330, LLC;


STANDARD PACIFIC OF TONNER HILLS, LLC


By:           Standard Pacific Corp.


 



 




	 	
By:

	
/s/ JEFF J. MCCALL


	 	Name:	
Jeff J. McCall


	 	Title:	
Executive Vice President and Chief Financial Officer











 
















[End of Signature Pages]


 

 


 























	
 


 







Signature page to Reaffirmation of Guaranty