Second Supplemental Indenture



 Exhibit 4.14 
  
  
  
  
  
  
  
  

  
 SECOND SUPPLEMENTAL INDENTURE 
  
 by and among 
  
 STANDARD PACIFIC CORP. AND THE GUARANTORS PARTY HERETO 
  
 and 
  
 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, 
 as Trustee 
  

  
 Dated as of February 22, 2006 
  

  
 (Supplemental to the Indenture dated as of April 10, 2002)

  








 SECOND SUPPLEMENTAL INDENTURE 
  
 This Second Supplemental Indenture, dated as of February 22, 2006 (the “Second Supplemental Indenture”), is
entered into among Standard Pacific Corp., a Delaware corporation (the “Company”), the guarantors listed on the signature page hereto (the “Initial Guarantors”), and J.P. Morgan Trust Company, National Association (as successor
in interest to Bank One Trust Company, N.A.), as trustee (the “Trustee”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, this Second Supplemental Indenture is supplemental to the Indenture, dated as of April 10, 2002 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of
April 10, 2002 (the “First Supplemental Indenture”) by and between the Company and the Trustee (the Original Indenture, as supplemented, the “Indenture”); 
  
 WHEREAS, 9 1/4% Senior Subordinated Notes due 2012 in the aggregate amount of $150,000,000 have been previously issued by the Company and remain outstanding under the Indenture (the “Notes”); 
  
 WHEREAS, the Company and the Initial Guarantors desire to amend the Indenture
to add the Initial Guarantors to guarantee the payment of the Notes; 
  
 WHEREAS, pursuant to Section 6.11 of the First Supplemental Indenture, the Company shall not permit any of its Restricted Subsidiaries (as defined in the Indenture), to guarantee any notes issued by the Company unless such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for the guarantee of the Notes on the same terms except that the guarantee under such supplemental indenture shall be subordinated to the guarantee
of the Senior Notes (as defined in the Indenture) to the same extent as the Notes are subordinated to such Senior Notes under the Indenture; 
  
 WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Company and the Trustee may execute a supplemental indenture without the consent of
the holders of the Notes to make any change that does not adversely affect the rights of the holders; and 
  
 WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Initial 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 ONE 
 SCOPE OF SECOND
SUPPLEMENTAL INDENTURE 
  
 Section 1.01. Scope.
This Second Supplemental Indenture constitutes an integral part of the Indenture and this Second Supplemental Indenture shall be read together with the Indenture as though all the provisions thereof are contained in one instrument. Except as 

  

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expressly amended by this Second Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect. 
  
 Section 1.02. Definitions. 
  
 (a) “Guarantee” means any guarantee by a Guarantor of the Notes or
other Securities that may be issued under the Indenture, executed pursuant to the terms of the Indenture, as amended or supplemented from time to time. 
  
 (b) “Guarantors” means (i) with respect to the Notes, (A) initially, the Initial Guarantors and (B) each of the Company’s
other subsidiaries that executes a Guarantee of the Notes pursuant to the terms of the Indenture, as amended or supplemented from time to time, and (ii) with respect to other Securities that may be issued under the Indenture, each of the
Company’s subsidiaries that executes a Guarantee of such Securities pursuant to the terms of the Indenture, as amended or supplemented from time to time; provided that, upon release or discharge of such Person from its Guarantee in accordance
with the provisions of the Indenture, as amended or supplemented from time to time, such Person shall cease to be a Guarantor. 
  
 (c) “Guarantor Senior Indebtedness” means, at any date, all Indebtedness of any Guarantor, including principal, premium, if any, and interest
(including Post-Petition Interest), fees and other amounts payable in connection with such Indebtedness, unless the instrument under which such Indebtedness of the Guarantor is incurred expressly provides that such Indebtedness is not senior or
superior in right of payment to such Guarantor’s Guarantee of the Securities of the applicable Series, and all renewals, extensions, modifications, amendments, restructurings or refinancings thereof. Without limiting the generality of the
foregoing, “Guarantor Senior Indebtedness” shall also include the principal of, premium, if any, interest (including any Post-Petition Interest) on, and all other amounts owing in respect of (1) all monetary obligations of every
nature of any Guarantor under, or with respect to, any Bank Credit Facility permitted to be Incurred under any supplemental indenture to the Indenture applicable to such Securities, including without limitation obligations to pay principal and
interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof) and (2) all Interest Rate Agreements (and guarantees thereof) permitted to be Incurred under any supplemental indenture to the
Indenture applicable to such Securities; in each case whether outstanding on the date that such Securities are originally issued pursuant to the Indenture and the applicable supplemental indenture or thereafter incurred. Notwithstanding the
foregoing, Guarantor Senior Indebtedness shall not include (a) to the extent that it may constitute Indebtedness, any obligation for federal, state, local or other taxes; (b) any Indebtedness between the Guarantor and the Company;
(c) to the extent that it may constitute Indebtedness, any obligation in respect of any trade payable incurred for the purchase of goods or materials, or for services obtained, in the ordinary course of business; (d) that portion of any
Indebtedness that is incurred in violation of any covenant in any supplemental indenture applicable to such Securities limiting or restricting the incurrence of additional Indebtedness by any Guarantor or the incurrence of any Indebtedness by any
Guarantor that purports to be subordinated to any Indebtedness of any Guarantor but that by its terms is not expressly stated to be pari passu with or subordinated to such Guarantor’s Guarantee of all Series of Securities then outstanding
guaranteed by such Guarantor; (e) Indebtedness evidenced by such Guarantor’s Guarantee of any 

  

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Securities; and (f) to the extent that it may constitute Indebtedness, any obligation owing under leases (other than Capitalized Lease Obligations).

  
 (c) Any capitalized term used in this Second Supplemental
Indenture and not defined herein that is defined in the Indenture shall have the meaning specified in the Indenture, unless the context shall otherwise require. 
  

ARTICLE TWO 
 GUARANTEES OF THE
NOTES 
  
 Section 2.01. Unconditional Guarantees.
Each Guarantor hereby unconditionally, jointly and severally, and irrevocably guarantees (each such guarantee to be referred to herein as a Guarantee) to each Holder of the Notes and its successors and assigns, that: (i) the principal of and
interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Notes and all
other obligations of the Company to the Holders or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or
renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by
acceleration or otherwise, subject, however, to the limitations set forth in Section 2.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that, subject to Section 2.03, this Guarantee will not be discharged except by
complete performance of the obligations of the Company contained in the Notes and the Indenture with respect to the Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of
such obligations as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. 
  

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 Section 2.02. Severability. In case any provision of this Guarantee shall be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 Section 2.03. Release of a Guarantor; Termination of Guarantee. Upon (i) subject to Section 2.05, the sale or disposition (whether
by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or substantially all its assets or its Capital Stock) to an entity which is not (after giving effect to such transaction) a Restricted Subsidiary and which sale or
disposition is otherwise in compliance with the terms of the Indenture, (ii) the Legal Defeasance of the Notes and the Guarantees, or (iii) the designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the
Indenture, then in each such case such Guarantor shall be deemed automatically and unconditionally released and discharged from all the Guarantor’s obligations under the Guarantee with respect to any Notes without any further action required on
the part of the Guarantor, the Company, the Trustee or any Holder. In the event of a transfer of all or substantially all of the assets or Capital Stock of such Guarantor, unless required pursuant to Section 2.05(a)(1), the Person
acquiring such assets or stock of such Guarantor shall not be subject to the Guarantor’s obligations under the Guarantee with respect to any Notes. 
  
 An Unrestricted Subsidiary that is a Guarantor shall be deemed automatically and unconditionally released and discharged
from all obligations under this Article Two upon notice from the Company to the Trustee to such effect, without any further action required on the part of the Guarantor, the Company, the Trustee or any Holder. 
  
 The Guarantee with respect to any Notes shall terminate and be of no further
force or effect upon the redemption in full, retirement or other discharge of such Notes. 
  
 The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and Opinion of Counsel certifying as to the
compliance with this Section 2.03. 
  
 Any Guarantor not
released in accordance with this Section 2.03 remains liable for the full amount of principal of and interest on the Securities as provided in this Article Two. 
  
 Section 2.04. Limitation of a Subsidiary Guarantor’s Liability. Notwithstanding anything contained herein
to the contrary, it is the intention of the parties that the guarantee by each Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the parties hereby irrevocably agree that the obligations of each Guarantor under its Guarantee of the Notes shall be limited to the maximum
amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to Section 2.06), result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. 
  

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 Section 2.05. Guarantors May Consolidate, etc., on Certain Terms. 
  
 (a) No Guarantor may transfer all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor in a transaction to which subsection (b) applies, unless: 
  
 (1) the Person acquiring the property in any such transfer
or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Guarantee of the Notes) pursuant to an agreement reasonably satisfactory to the
trustee; 
  
 (2) such transfer, consolidation or
merger is not an Asset Disposition and the Person acquiring such assets, or surviving such consolidation or merger, is not a Restricted Subsidiary; or 
  
 (3) such transfer, consolidation or merger is an Asset Disposition that complies with Section 6.05 of the First Supplemental
Indenture. 
  
 (b) Nothing contained in the Indenture or in any
of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Restricted Subsidiary that is a Guarantor, or shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Restricted Subsidiary that is a Guarantor. Upon any such consolidation, merger, sale or conveyance between a Guarantor and the Company or another Guarantor, the Guarantee with respect to the
Notes given by the non-surviving or transferring Guarantor in the transaction shall no longer have any force or effect. 
  
 Section 2.06. Contribution. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter
se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Guarantee with respect to the Notes, such Funding Guarantor shall be entitled to a contribution from all other Guarantors
in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with
respect to any Notes or any other Guarantor’s obligations with respect to the Guarantee of the Notes. “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to
any collection from any other Subsidiary of the Guarantor in respect of the obligations of its Guarantee of the Notes), but excluding liabilities under the Guarantee of the Notes, of such Guarantor at such date and (y) the present fair salable
value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such
date and after giving effect to any collection from any other Subsidiary of the Company in respect of the obligations of such Guarantor under 

  

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its Guarantee of the Notes), excluding debt in respect of the Guarantee of the Notes of such Guarantor, as they become absolute and matured. 
  
 Section 2.07. Waiver of Subrogation. Until all guaranteed
obligations under the Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of such Guarantor’s obligations under the Guarantee of the Notes and the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in
any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes
shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit
of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by the Indenture and that the waiver set forth in this Section 2.07 is knowingly made in contemplation of such benefits. 
  
 Section 2.08. Execution of Guarantee. To evidence their guarantee to the Holders of the Notes, the Guarantors hereby agree to execute the
Guarantee in substantially the form included in Exhibit B. Each Guarantor hereby agrees that its Guarantee set forth in this Article Two shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation
of such Guarantee. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee. 
  
 Section 2.09. Subordination of Guarantee. The Obligations of each Guarantor under its Guarantee with respect to
the Notes are subordinated in right of payment to the Obligations of each Guarantor under its Guarantor Senior Indebtedness in the same manner and to the same extent that the Notes are subordinated to Senior Indebtedness of the Company pursuant to
Article 11 of the Original Indenture. 
  
 Section 2.10.
Limitation on Layering Debt. The Guarantors will not Incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated to any other Indebtedness of such
Guarantor, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) contractually (1) designated as ranking pari passu with such Guarantor’s Guarantee of the Notes or (2) expressly
made subordinate to such Guarantor’s Guarantee of the Notes to the same extent and in the same manner as the Guarantor’s Guarantee of the Notes are contractually subordinated to the Guarantor Senior Indebtedness. 
  

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 Section 2.11. Compensation and Indemnity. Each of the Guarantors agrees to jointly and
severally, with the Company, indemnify the Trustee as set forth in Section 7.07 of the Original Indenture. 
  
 Section 2.12. Legal Defeasance. Section 8.01(b) of the Original Indenture is hereby amended by deleting it in its entirety and inserting
in lieu thereof the following: 
  
 Upon the Company’s
exercise under paragraph (a) of the option applicable to this paragraph (b), the Company and each of the Guarantors shall be deemed to have been released and discharged from its obligations with respect to the outstanding Securities of a Series
(including Guarantees) on the date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company and each Guarantor shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Securities of a Series (including Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of the Sections and matters under this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities, the Guarantees and this Indenture insofar as such Securities and Guarantees are concerned, except for the following which
shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such
paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii) obligations listed in Section 8.02, subject to compliance with this Section 8.01. The Company may exercise its
option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to such Securities and Guarantees. 
  
 Section 2.13. Event of Default. In addition to the Events of Default specified in the Indenture, it shall
constitute an Event of Default if, except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any
Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee. 
  
 ARTICLE THREE 
 MISCELLANEOUS 
  
 Section 3.01 Governing Law. The laws of the State of New York
shall govern this Second Supplemental Indenture, the Notes and the Guarantees. 
  
 Section 3.02. No Adverse Interpretation of Other Agreements. This Second Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any
such indenture, loan or debt agreement may not be used to interpret this Second Supplemental Indenture. 
  
 Section 3.03. No Recourse Against Others. A director, officer, employee, controlling person, manager or equity holder, as such, of the Company
or the Guarantors shall not have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees, or the Indenture or for any claim based on, in respect of or by reason of, such 

  

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obligations or their creation. Each Holder by accepting the Notes and the Guarantees waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Notes and the Guarantees. 
  
 Section 3.04. Successors and Assigns. All covenants and agreements of the Company and the Guarantors in this Second Supplemental Indenture, the Notes and the Guarantees shall bind their respective successors and assigns. All
agreements of the Trustee in this Second Supplemental Indenture shall bind its successors and assigns. 
  
 Section 3.05 Duplicate Originals. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. 
  
 Section 3.06 Severability. In case any one or more of the provisions contained in this Second Supplemental Indenture, the Notes or the Guarantees shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental Indenture, the Notes or the Guarantees. 
  
 Section 3.07. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and
delivered in person or mailed by first class mail, postage prepaid, addressed as follows: 
  
 If to any Guarantor: 
  
 c/o Standard Pacific Corp. 
 15326 Alton Parkway 
 Irvine, California 92618 
 Attn: Secretary 
  
 Section 3.08. Amendment and Modification. This Second Supplemental Indenture may be amended, modified, or supplemented only by written agreement of each of the parties hereto. 
  
 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Second Supplemental Indenture by their officers
thereunto as of this 22nd day of February, 2006. 
  

			
	STANDARD PACIFIC CORP.
		
	By:	 	 /s/    Andrew H. Parnes

	 	 	 Andrew H. Parnes
 Executive Vice President – Finance and
 Chief Financial Officer

	 
		
	By:	 	 /s/    John M. Stephens

	 	 	 John M. Stephens
 Vice President and Corporate Controller



  
  








			
	 GUARANTORS:
  
 LB/L – Duc II-Franceschi, LLC
 By:
Standard Pacific Corp., its Manager
 LMD El Dorado 134, LLC
 By: Standard Pacific Corp., its Manager

	 LMD Rocklin 89, LLC
 By: Standard Pacific Corp., its Manager
 StanPac LMD, LLC
 By: Standard Pacific Corp., its Manager

	 Standard Pacific 1, LLC
 By: Standard Pacific Corp., its sole member
 Standard Pacific 2, LLC
 By: Standard Pacific Corp., its sole member

	 Standard Pacific 3, LLC
 By: Standard Pacific Corp., its sole member
 Standard Pacific 4, LLC
 By: Standard Pacific Corp., its sole member

	 Standard Pacific 5, LLC.
 By: Standard Pacific Corp., its sole member
 Standard Pacific 6, LLC
 By: Standard Pacific Corp., its sole member

	 Standard Pacific 7, LLC
 By: Standard Pacific Corp., its sole member
 Standard Pacific 8, LLC
 By: Standard Pacific Corp., its sole member

	 Standard Pacific 9, LLC
 By: Standard Pacific Corp., its sole member
 Standard Pacific 10, LLC
 By: Standard Pacific Corp., its sole member

	 SPNS Golden Gate, LLC
 By: Standard Pacific Corp., its Managing Member
 Standard Pacific of Tonner Hills, LLC
 By: Standard Pacific Corp., its sole member

	 The Grove at Indian Wells, LLC
 By: Standard Pacific Corp., its Manager



  

			
		
	By:	 	 /s/    Stephen J. Scarborough

	 	 	 Stephen J. Scarborough
 Chairman and Chief Executive Officer

		
	By:	 	 /s/    Andrew H. Parnes

	 	 	 Andrew H. Parnes
 Executive Vice President and
 Chief Financial Officer



  

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	Standard Pacific of Colorado, Inc.
		
	By:	  	 /s/    Timothy C. Little

	 Name:
	  	 Timothy C. Little

	 Title:
	  	 President

	 
		
	By:	  	 /s/     Robert R. Reid

	 Name:
	  	 Robert R. Reid

	 Title:
	  	 Senior Vice President



  

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	CH Construction, Inc.
	Hilltop Residential, Ltd.
	 By:  Residential Acquisition GP, LLC,
         its general partner

	CH Florida, Inc.
	HSP Arizona, Inc.
	HSP Tucson, Inc.
	HWB Construction, Inc.
	HWB Investments, Inc.
	OLP Forty Development, LLC
	 By:  Standard Pacific of Jacksonville,

	         its Manager and Sole Member

	 By:  Standard Pacific of Jacksonville GP, Inc.,

	         its Managing Partner

	Residential Acquisition GP, LLC
	SP Colony Investments, Inc.
	SP Coppenbarger Investments, Inc.
	SP La Floresta, Inc.
	SPLB, Inc.
	Standard Pacific of Arizona, Inc.
	Standard Pacific of Central Florida GP, Inc.
	Standard Pacific of Central Florida
	 By:  Standard Pacific of Central Florida GP,
         Inc., its Managing Partner

	Standard Pacific of Fullerton, Inc.
	Standard Pacific of Jacksonville GP, Inc.
	Standard Pacific of Jacksonville
	 By:  Standard Pacific of Jacksonville GP,
         Inc., its Managing Partner

	Standard Pacific of Orange County, Inc.
	Standard Pacific of Tucson, Inc.
	Standard Pacific of Walnut Hills, Inc.
	Westbrooke Companies, Inc.
	Westbrooke Homes
	 By:  Westbrooke Companies, Inc.,
         its Managing Partner

	Walnut Hills Development 268, LLC,
	 By:  Standard Pacific of Walnut Hills, Inc.,
         its Member



  
  

			
		
	By:	 	 /s/    Stephen J. Scarborough

	 	 	 Stephen J. Scarborough
 Assistant Secretary

		
	By:	 	 /s/    Andrew H. Parnes

	 	 	 Andrew H. Parnes
 Assistant Treasurer



  

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	 Pala Village Investments, Inc.
 Standard Pacific of Texas GP, Inc.
 Standard Pacific of Texas, L.P.
 By:  Standard Pacific of Texas GP, Inc.
         its general partner

		
	By:	 	 /s/    Stephen J. Scarborough

	 	 	 Stephen J. Scarborough
 Assistant Secretary

		
	By:	 	 /s/    Andrew H. Parnes

	 	 	 Andrew H. Parnes
 Treasurer

	
	 SP Texas Investments, Inc.
 Standard Pacific Active Adult Communities, Inc.
 Standard Pacific of Illinois, Inc.
 Westfield Homes USA, Inc.
 Standard Pacific 1,
Inc.
 Standard Pacific 2, Inc.
 Standard
Pacific 3, Inc.
 Standard Pacific 4, Inc.
 Standard Pacific 5, Inc.
 Standard Pacific 6, Inc.
 Standard Pacific 7, Inc.
 Standard Pacific 8, Inc.
 Standard Pacific 9, Inc.
 Standard Pacific 10,
Inc.

		
	By:	 	 /s/    Stephen J. Scarborough

	 	 	 Stephen J. Scarborough
 President

		
	By:	 	 /s/    Andrew H. Parnes

	 	 	 Andrew H. Parnes
 Vice President & Treasurer



  

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	 SP Ventura Investments, Inc.
 Standard Pacific of Las Vegas, Inc.
 Standard Pacific of Southwest Florida GP, Inc.
 Standard Pacific of Southwest Florida
 By:
 Standard Pacific of Southwest Florida
         GP, Inc., its Managing
Partner
 Westfield Homes of Florida, Inc.
 Westfield Homes of Florida
 By:  Westfield Homes of Florida, Inc.,
         its Managing Partner
 Westfield Homes of the Carolinas, LLC

		
	By:	 	 /s/    Stephen J. Scarborough

	 	 	 Stephen J. Scarborough
 Assistant Secretary

		
	By:	 	 /s/    Andrew H. Parnes

	 	 	 AndrewH. Parnes
 Vice President & Treasurer



  

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	 J.P. MORGAN TRUST COMPANY,
 NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	 /s/ Sharon McGrath


	Name:	 	Sharon McGrath
	Title:	 	Vice President


  

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 EXHIBIT A 
  
 List of Subsidiary Guarantors 
  


			
	 CH Construction, Inc.
 CH Florida, Inc.
 Hilltop Residential, Ltd.
 HSP Arizona, Inc.
 HSP Tucson, Inc.
 HWB Construction, Inc.
 HWB Investments, Inc.
 LB/L-Duc II
Franceschi, LLC
 LMD El Dorado 134, LLC
 LMD Rocklin 89, LLC
 OLP Forty Development, LLC
 Pala Village Investments, Inc.
 Residential Acquisition GP, LLC
 SP
Colony Investments, Inc.
 SP Coppenbarger Investments, Inc.
 SP
La Floresta, Inc.
 SP Texas Investments, Inc.
 SP Ventura
Investments, Inc.
 SPLB, Inc.
 SPNS Golden Gate, LLC
 Standard Pacific 1, Inc.
 Standard Pacific 2, Inc.
 Standard Pacific 3, Inc.
 Standard Pacific 4, Inc.
 Standard Pacific 5, Inc.
 Standard Pacific 6, Inc.
 Standard Pacific 7, Inc.
 Standard Pacific 8, Inc.
 Standard Pacific 9, Inc.
 Standard Pacific 10, Inc.
 Standard Pacific 1, LLC
 Standard Pacific 2, LLC
 Standard Pacific 3, LLC
 Standard Pacific 4, LLC
 Standard Pacific 5, LLC
 Standard Pacific 6, LLC
 Standard Pacific 7, LLC
	 	 Standard Pacific 8, LLC
 Standard Pacific 9, LLC
 Standard Pacific 10, LLC
 Standard Pacific Active Adult Communities, Inc.
 Standard Pacific of Arizona, Inc.
 Standard Pacific of Central Florida GP,
Inc.
 Standard Pacific of Central Florida, general partnership
 Standard Pacific of Colorado, Inc.
 Standard Pacific of Fullerton,
Inc.
 Standard Pacific of Illinois, Inc.
 Standard Pacific of
Jacksonville GP, Inc.
 Standard Pacific of Jacksonville, general partnership
 Standard Pacific of Las Vegas, Inc.
 Standard Pacific of Orange County, Inc.
 Standard Pacific of Southwest Florida GP, Inc.
 Standard Pacific of Southwest Florida, general partnership
 Standard Pacific of Texas GP, Inc.
 Standard Pacific of Texas, L.P.
 Standard Pacific of Tonner Hills, LLC
 Standard Pacific of Tucson, Inc.
 Standard Pacific of Walnut Hills, Inc.
 StanPac LMD, LLC
 The Grove at Indian Wells, LLC
 Walnut Hills Development 268, LLC
 Westbrooke Companies, Inc.
 Westbrooke Homes, general partnership
 Westfield Homes of Florida, general partnership
 Westfield Homes of Florida, Inc.
 Westfield Homes of the Carolinas, LLC

Westfield Homes USA, Inc.









 EXHIBIT B 
  
 Form of Guarantee 
  
 FOR VALUE RECEIVED, each of the undersigned hereby unconditionally, jointly and severally, and irrevocably guarantees to the Holders of the 9 1/4% Senior Subordinated Notes due 2012 of the Company (the “Notes”) that (i) the principal of and
interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Notes and all
other obligations of the Company to the Holders or the Trustee thereunder, will be promptly paid in full or performed, all in accordance with the terms thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of
any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise; all
in accordance with and subject to the terms and limitations of the Notes, Article 2 of the Second Supplemental Indenture among the Company, the guarantors party thereto, and the Trustee (the “Second Supplemental Indenture”) and this
Guarantee. This Guarantee will become effective on the date hereof. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. 
  
 The obligations of the undersigned to the Holders of the Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 2 of the Second Supplemental Indenture and reference is hereby made to the Second Supplemental Indenture for the precise terms of the Guarantee and all of the
other provisions of the Indenture to which this Guarantee relates. 
  
 The obligations of the undersigned pursuant to this Guarantee are subordinated in right of payment to the obligations of the undersigned under its Guarantor Senior Indebtedness in the same manner and to the same extent that the Notes are
subordinated to Senior Indebtedness of the Company pursuant to Article 11 of the Original Indenture. 
  
 Any capitalized term used in this Guarantee and not defined herein shall have the meaning specified in the Indenture, unless the context shall otherwise
require. 
  
 This Guarantee is subject to release and termination
upon the terms set forth in the Second Supplemental Indenture. 
  
 This Guarantee may be executed in one or more counterparts, each of which will be deemed to be an original, and all of which, when taken together, will be deemed to constitute one and the same instrument. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Guarantee to be duly executed as of this
[            ] day of February, 2006. 
  

			
	 GUARANTORS:
  
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	By:	 	 
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