Notice of Revolver and Term A Amendment


 Exhibit 10.5 
 NOTICE OF REVOLVER AND TERM A AMENDMENT 
 June 30, 2008 
  

	To:	 Each of the Lenders under and as defined in the Term B Credit Agreement defined below. 


  

	 	Re:	 Notice of Revolver and Term A Amendment (this “Notice”) 


 Ladies and Gentlemen: 
 Reference is hereby made to that certain (a) Revolving Credit Agreement dated
as of August 31, 2005, executed by Standard Pacific Corp. (“Borrower”), Bank of America, N.A. (“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”), (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”), and (c) 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, the
“Term B Credit Agreement”). Unless otherwise defined herein, capitalized terms shall have the same meanings as specified therefor in the Term B Credit Agreement. 
 1. Notice of Amendment of Revolving Credit Agreement and Term A Credit Agreement. 
 Pursuant to that certain Fifth Amendment Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement executed to be effective as of June 30, 2008, by and among Borrower, Bank of America, each Revolver Lender and
Term A Lender party thereto, and certain other parties (the “Revolver and Term A Amendment”), a copy of which is attached hereto as Exhibit A, certain covenants and defined terms in the Revolving Credit
Agreement and the Term A Credit Agreement have been modified. Pursuant to Section 11.1 of the Term B Credit Agreement, any modifications of the provisions of the Revolving Credit Agreement and Term A Credit Agreement that correspond to
Sections 3.5, 3.6, any Section of Article 7, any Section of Article 8, or Sections 9.1(c) through (o) (and related definitions) of the Term B Credit Agreement (collectively, the
“Auto-Amend Provisions”), shall also automatically modify the Auto-Amend Provisions in the Term B Credit Agreement. Borrower and Administrative Agent hereby notify Lenders that such Auto-Amend Provisions in the Term B Credit
Agreement have been modified to the extent so modified in the Revolver and Term A Amendment. 
 2. Notice of Waiver of Revolving Credit
Agreement and Term A Credit Agreement. 
 Pursuant to, and subject to the conditions set forth in, the Revolver and Term A Amendment,
each Revolver Lender and Term A Lender party thereto permanently extended previously granted waivers of 

  

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any violations of (a) (i) Section 8.17(b) (Limitations on Investments in Homebuilding Joint Ventures),
(ii) Section 8.17(d) (Limitations on Investments in Persons other than Homebuilding Joint Ventures), (iii) Section 8.18 (Consolidated Tangible Net Worth), (iv) Section 8.19 (Leverage and Unsold
Land), and (v) Section 8.20 (Minimum Interest Coverage), each as set forth in the Revolving Credit Agreement and the Term A Credit Agreement, arising as a result of the application of a recently modified interpretation of the
standards regarding determination of valuation allowances as set forth in FASB Statement No. 109, Accounting for Income Taxes (“FAS 109”), each for the fiscal quarter ended March 31, 2008, and
(b) (i) Section 8.17(b) (Limitations on Investments in Homebuilding Joint Ventures) and Section 8.17(d) (Limitations on Investments in Persons other than Homebuilding Joint Ventures), each as set forth in the Revolving
Credit Agreement and the Term A Credit Agreement, and each as a result of the requirement that Borrower reduce its deferred tax assets by a valuation allowance under such modified interpretation of FAS 109, (ii) Section 8.18
(Consolidated Tangible Net Worth), (iii) Section 8.19 (Leverage and Unsold Land), (iv) Section 8.20 (Minimum Interest Coverage), and (v) Section 9.1(e), each effective as of April 1, 2008.
Pursuant to Section 11.1 of the Term B Credit Agreement, any waiver of the provisions of the Revolving Credit Agreement and Term A Credit Agreement that correspond to Sections 3.5, 3.6, any Section of Article
7, any Section of Article 8, or Sections 9.1(c) through (o) (and related definitions) of the Term B Credit Agreement (collectively, the “Auto-Waiver Provisions”), shall also automatically
waive the Auto-Waiver Provisions that correspond to Sections 3.5, 3.6, any Section of Article 7, or any Section of Article 8 in the Term B Credit Agreement and shall also automatically waive the Auto-Waiver
Provisions that correspond to Sections 9.1(c) through (o) in the Term B Credit Agreement that occurred within thirty (30) days prior to the date of the waiver. Borrower and Administrative Agent hereby notify Lenders that any
Default or Event of Default arising under the Auto-Waiver Provisions that correspond to Sections 3.5, 3.6, any Section of Article 7, or any Section of Article 8 in the Term B Credit Agreement have been
waived, and any Default or Event of Default arising under the Auto-Waiver Provisions that correspond to Sections 9.1(c) through (o) in the Term B Credit Agreement that occurred within thirty (30) days prior to May 13,
2008 have been permanently waived. 
 3. ENTIRETIES. THE TERM B CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS
NOTICE, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES. 
 [Signature pages follow.] 
  

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 Very truly yours, 
 BANK
OF AMERICA, N.A., as Administrative Agent 

			
		
	By:	 	/s/ Eyal Namordi
		 	 Eyal Namordi
 Senior Vice
President








 Accepted and Agreed to as of June 30, 2008: 
 STANDARD PACIFIC CORP. 
  

			
		
	By:	 	/s/ Andrew H. Parnes
		 	 Name: Andrew H. Parnes
 Title: Executive Vice
President