Registration Rights Agreement



 EXHIBIT 4.1 
  

$175,000,000 
  
 STANDARD PACIFIC CORP. 
  
 6 7/8% Senior Notes due 2011 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 May 12,
2003 
  
 Credit Suisse First Boston LLC

 Banc of America Securities LLC 
 Banc One Capital Markets, Inc. 
 SunTrust Capital Markets, Inc. 
 c/o Credit Suisse First Boston LLC 
 Eleven Madison Avenue 
 New York, New York
10010-3629 
  
 Dear Sirs: 
  
 Standard Pacific Corp., a Delaware corporation (the “Company”),
proposes to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC, Banc One Capital Markets, Inc. and SunTrust Capital Markets, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a
purchase agreement of even date herewith (the “Purchase Agreement”), $175,000,000 aggregate principal amount of its 6 7/8% Senior Notes due 2011 (the “Initial Securities”). The Initial Securities will be issued pursuant to an
Indenture, April 1, 1999, as supplemented by the First Supplemental Indenture dated as of April 13, 1999, the Second Supplemental Indenture dated as of September 5, 2000, the Third Supplemental Indenture dated as of December 28, 2001, the Fourth
Supplemental Indenture dated as of March 4, 2003 and the Fifth Supplemental Indenture dated as of May 12, 2003 (the “Indenture”) among the Company and Bank One Trust Company, N.A. (the “Trustee”). As an inducement to the Initial
Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange
Securities (as defined below) (collectively the “Holders”), as follows: 
  
 1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the date of original
issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under
the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the
“Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the
matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its reasonable best efforts to cause such 







Exchange Offer Registration Statement to become effective under the Securities Act within 150 days (or if
the 150th day is not a business day, the first business day thereafter) after the Issue Date of the Initial
Securities and shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the “Exchange Offer Registration Period”). 
 
If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial
Securities theretofore validly tendered, and not withdrawn, in accordance with the terms of the Registered Exchange Offer. 
 
Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in
the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. 
 
The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in
the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) by it, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 
 
The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement
the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the
lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). 
 
If, upon consummation of the Registered Exchange Offer, any
Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such
Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under
the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters
described in Section 6 hereof) to the Initial Securities (the 
 

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“Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private
Exchange Securities are herein collectively called the “Securities”. 
 
In connection with the Registered Exchange Offer, the Company shall: 
 
(a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with
an appropriate letter of transmittal and related documents; 
 
(b) keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; 
 
(c) utilize the services of a depositary for
the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee; 
 
(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last
business day on which the Registered Exchange Offer shall remain open; and 
 
(e) otherwise comply with all applicable laws. 
 
As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall: 
 
(x) accept for exchange all the Initial Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange; 
 
(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and 
 
(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities
or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 
 
The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and
that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 
 
Interest on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial Securities. 
 
Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive 
 

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Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result
of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 
 
Notwithstanding any other provisions hereof, the Company will
ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
 
2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof
by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the Issue Date, (iii) any Initial
Purchaser so requests in writing within 20 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in
the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing within 20 business days following the consummation of the
Registered Exchange Offer that, based upon an opinion of counsel, it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer,
such Holder does not receive freely tradable Exchange Securities on the date of the exchange, the Company shall take the following actions: 
 
(a) The Company shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or
requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective as promptly as practicable (but in no event, other than solely as a result of a Suspension Period
(as defined below) imposed in accordance with Section 2(d), more than 120 days after so required or requested pursuant to this Section 2) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer
Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to
time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. 
 
(b) The Company shall use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if
extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or pursuant to Rule 144
under the Securities Act or (ii) are saleable pursuant to Rule 144(k) under the Securities Act (the “Shelf Registration Statement Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily takes any action 
 

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that would result in Holders of Securities covered thereby not being able to offer and
sell such Securities during that period, unless such action is required by applicable law. 
 
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration
Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. 
 
(d) Notwithstanding anything to the contrary in this Agreement, if at any time or from time to time after the consummation of the Exchange Offer (with respect to the prospectus contained in the
Exchange Offer Registration Statement) or after the effective date of a Shelf Registration Statement (with respect to the prospectus contained therein), the Company advises each Exchanging Dealer, Initial Purchaser and each Holder of Securities to
be sold pursuant to a Registration Statement and, if requested by any such person, confirms such advisory in writing, of the existence of a Potential Material Event (as defined below), the Holders shall not offer to sell any Securities pursuant to
the prospectus contained in such Registration Statement from the time of the receipt of notice with respect to a Potential Material Event until the Holders receive written notice from the Company that such Potential Material Event either has been
disclosed to the public or no longer constitutes a Potential Material Event, but in no event for a period of more than 60 days (a “Suspension Period”); provided, however, that in each such case the applicable period of effectiveness of the
Shelf Registration Statement provided for in the fifth paragraph of Section 1 or in this Section 2 shall be extended by the number of days of the applicable Suspension Period pursuant to the foregoing and Additional Interest (as defined below) shall
not apply during the Suspension Period to the extent that such Additional Interest is due solely as a result of the imposition of the Suspension Period. Notwithstanding anything to the contrary, the Company may not declare a Suspension Period more
than two (2) times in any calendar year. 
 
For purposes of this Agreement, “Potential Material Event” means (i) an event or circumstance which occurs and is continuing as a result of which any Registration Statement, any related prospectus or any document
incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the good faith determination of the Board of Directors of the Company, contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) either (a) the Board of Directors of the Company determines in good faith that the disclosure of such event at
such time would have a material adverse effect on the Company’s business, operations or prospects or (b) the disclosure otherwise relates to a material business transaction or development which has not yet been publicly disclosed. 
 
3. Registration Procedures. In connection with any
Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 
 
(a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with
the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such 
 

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comments as
such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section
and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a
summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any Exchanging Dealer, whether such positions or policies have been publicly disseminated by the
staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the
case of a Shelf Registration Statement, include the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders. 
 
(b) The Company shall give written notice to the Initial Purchasers, the Holders of the
Securities and any Exchanging Dealer from whom the Company has received prior written notice that it will be a Exchanging Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been made): 
 
(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective; 
 
(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; 
 
(iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 
 
(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 
 
(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
the prospectus, in light of the circumstances under which they were made) not misleading. 
 
(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of the Registration Statement. 
 
(d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules, and, if the 
 

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Holder so
requests in writing, all exhibits thereto (including those, if any, incorporated by reference). 
 
(e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so
requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder so requests in writing,
all exhibits thereto (including those, if any, incorporated by reference). 
 
(f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the
use (in accordance with applicable law) of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement. 
 
(g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer from whom the Company has received written notice that it is or will be an Exchanging Dealer in the Registered Exchange
Offer, and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use (in accordance with applicable law) of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if
necessary, any such Exchanging Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or
supplement thereto, included in such Exchange Offer Registration Statement. 
 
(h) Prior to any public offering of the Securities, pursuant to any Registration Statement, the Company shall use its reasonable best efforts to register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of
the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the
Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is
not then so subject. 
 
(i) The
Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request in writing a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. 
 
(j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section
3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material 
 

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fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer
in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such
Exchanging Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each
be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j). Recipients of any such notice shall be deemed to have agreed to keep any information contained therein and the existence of such a notice confidential and shall not trade on the basis thereof.

 
(k) Not later than the
effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with
printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. 
 
(l) The Company will comply with all rules
and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section
11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 
 
(m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 
 
(n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement. Each Holder shall agree to promptly notify the
Company in writing if any of the information regarding the Holder furnished to the Company contains any misstatement or omission. The Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request. 
 
(o) In the case of any Shelf Registration, the Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action,
if any, as any Holder of the Securities or the managing underwriters (if any) shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. 
 
(p) In the case of any Shelf Registration,
the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other 
 

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agent retained
by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors
to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to
enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall, if requested by the Company, be subject to such
parties executing a confidentiality undertaking in customary form with respect to confidential and/or proprietary information of the Company and shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by
one counsel designated by and on behalf of such other parties as described in Section 4 hereof. 
 
(q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall
cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date
of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, matters similar to those set forth in Section 6(c) of the Purchase Agreement and, as of the date of the opinion
and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, an opinion regarding such Shelf Registration Statement and the prospectus included therein, as then amended or
supplemented; (ii) its officers to execute and deliver on behalf of the Company all customary documents and certificates requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the
selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to
receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. 
 
(r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Exchanging Dealer,
the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Exchanging Dealer a signed opinion in the form set forth in Section 6(c) of the Purchase Agreement with such changes as are customary in connection with the
preparation of a Registration Statement and (ii) its independent public accountants to deliver to such Initial Purchaser or such Exchanging Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth
in Section 6(a) of the Purchase Agreement, with appropriate date changes. 
 
(s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in
exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the
Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied. 
 
(t) The Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial
sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated
with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any. 
 

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(u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the
meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer
in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified
independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 
 
4. Registration Expenses. The Company shall bear
all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of O’Melveny & Myers LLP, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one firm of counsel, which shall be O’Melveny & Myers LLP, unless another firm is designated by the Holders of a majority in principal amount of the Initial Securities
covered thereby, to act as counsel for the Holders of the Initial Securities in connection therewith. 
 
5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Exchanging Dealer and
each person, if any, who controls such Holder or such Exchanging Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Exchanging Dealer and such controlling persons are referred to collectively as the
“Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to
purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are
based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii)
with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Holder or Exchanging Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by
such Holder or Exchanging Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Exchanging Dealer results from the fact that there was not sent or given to such person, at or
prior to the written 
 

10 








confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Exchanging Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company
shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of
the Holders of the Securities if requested by such Holders. 
 
(b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and
against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the
untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for
inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection
with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

 
(c) Promptly after receipt by any person in
respect of whom indemnity may be sought under this Section 5 (an “indemnified party”) of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against a party (an “indemnifying party”) under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from
any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify
the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party
in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action,
and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
 
(d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, 
 

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damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer,
or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). The Company and the Initial Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this subsection. Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration
Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within
the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company. 
 
(e)
The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation
made by or on behalf of any indemnified party. 
 
6. Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each
such event in clauses (i) through (iii) below a “Registration Default”): 
 
(i) Neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the
Commission by the applicable deadline set forth herein; 
 
(ii) Neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission by the applicable deadline set forth herein; or

 
(iii) If after either the
Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable
(except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such
Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light 
 

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of the circumstances under which they were made not misleading, or (2) it shall be
necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, however, this Section 6(a)(iii) shall not apply in the case of
any Suspension Period imposed in accordance with Section 2(d) to the extent that such Additional Interest is due solely as a result of the imposition of such Suspension Period. 
 
Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the
Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate, (i) with respect to the first 90-day period immediately following
the occurrence of the first Registration Default, an amount equal to $.05 per week per $1,000 principal amount of the Initial Securities and Transfer Restricted Securities, without duplication, and (ii) an additional $.05 per week per $1,000
principal amount of the Initial Securities and Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults
of $.25 per week per $1,000 principal amount of the Initial Securities and Transfer Restricted Securities, without duplication. 
 
(b) A Registration Default referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation
to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would
need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related
prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such
Registration Default occurs until such Registration Default is cured. 
 
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the outstanding Initial Securities or
Transfer Restricted Securities, without duplication. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the outstanding Initial Securities or Transfer Restricted
Securities, without duplication, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360. 
 
(d)
”Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior
to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement or (iv) the date on which such Initial Securities is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 
 
7. Rules 144 and 144A. The Company shall use its
reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any 
 

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time the Company is not required to file such reports, it will, upon the request of any Holder of Initial
Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may
reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the written request of any Holder of Initial
Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act. 
 
8.
Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer
the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering; provided that such bankers and managers must be reasonably acceptable to the Company.

 
No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 
 
9. Miscellaneous. 
 
(a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or consents. 
 
(b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery: 
 
(1) if to a
Holder of the Securities, at the most current address given by such Holder to the Company. 
 
(2) if to the Initial Purchasers; 
 
Credit Suisse First Boston LLC 
Eleven Madison Avenue 
New York, NY 10010-3629 
Fax No.: (212) 325-8278

Attention: Transactions Advisory Group 
 
with a copy to: 
 
O’Melveny & Myers LLP 
400 S. Hope Street 
Los Angeles, CA 90071 
Fax No.: (213) 430-6407 
Attention: Richard A. Boehmer, Esq. 
 

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(3) if to the
Company, at its address as follows: 
 
Standard Pacific Corp. 
15326 Alton Parkway 
Irvine, CA 92618 
Fax No.: (949) 789-1608 
Attention: Corporate Secretary

 
with a copy to: 
 
Gibson, Dunn & Crutcher LLP

333 South Grand Avenue 
Suite 4700 
Los Angeles, CA 90071 
Fax No.: (213) 229-6853 
Attention: Gregory L. Surman, Esq. 
 
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if
sent by overnight air courier guaranteeing next day delivery. 
 
(c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof. 
 
(d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns. 
 
(e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 
(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof. 
 
(g)
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 
 
(h) Severability. If any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

 
(i) Securities Held by the Company.
Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders
are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
 

15 








 
If the
foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial
Purchasers and the Company in accordance with its terms. 
 

	 Very truly yours,
  
 STANDARD PACIFIC CORP.

	
	 By:
	 	 /s/    ANDREW H.
PARNES        


	 Name:
	 	 Andrew H. Parnes

	 Title:
	 	 Senior Vice President – Finance
 and Chief Financial Officer



 

	
	 By:
	 	 /s/    CLAY A.
HALVORSEN        


	 Name:
	 	 Clay A. Halvorsen

	 Title:
	 	 Senior Vice President,
 General Counsel & Secretary



 
 
The foregoing Registration 
Rights Agreement is hereby confirmed 
and accepted as of the
date first 
above written. 
 
CREDIT SUISSE FIRST BOSTON LLC

Banc of America Securities LLC 
Banc One Capital Markets, Inc. 
SunTrust Capital Markets, Inc. 
 

	 by: CREDIT SUISSE FIRST
BOSTON LLC

	
	 By:
	 	 /s/    ERIC A.
ANDERSON        


	 Name:
	 	 Eric A. Anderson

	 Title:
	 	 Managing Director


 

16 








 
ANNEX A

 
Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed
that, for a period of up to 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” 
 

17 








 
ANNEX B

 
Each broker-dealer that receives Exchange
Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See “Plan of Distribution.” 
 

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ANNEX C

 
PLAN OF DISTRIBUTION 
 
Each broker-dealer that receives Exchange Securities for its
own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that,
for a period of up to 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.  
 
The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at
the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by
any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an “underwriter” within the meaning of the Securities Act. 
 
For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in
the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will
indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 
 

19 








 
ANNEX D

 
 ̈ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 

	 Name:
	 	  


	 Address:
	 	  


	 	 	  



 
If the undersigned is
not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 
 

20