exhbit102.htm


    Exhibit
10.2

    


    NOTICE
OF REVOLVER AND TERM A AMENDMENT

    


    


    


    August
12, 2009

    


    


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

    


    
      	
               
      

            	
              Re:

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

            


    

    


    


    
      	
               
      

            	
              Ladies
      and Gentlemen:

            


    

    


    Reference
is hereby made to that certain (a) Revolving Credit Agreement dated as of August
31, 2005, executed by Standard Pacific Corp. (“Borrower”),
Bank of America, N.A. (“Bank of
America”), as Administrative Agent and L/C Issuer, and the Lenders
defined therein (such Lenders are collectively, the “Revolver
Lenders” and individually a “Revolver
Lender”) (as amended, the “Revolving Credit
Agreement”), (b) Term Loan A Credit Agreement dated as of May 5, 2006, by
and among Borrower, Bank of America, as Administrative Agent, and each of the
Lenders defined therein (such Lenders are collectively, the “Term A
Lenders” and individually a “Term A
Lender”) (as amended, the “Term A Credit
Agreement”), and (c) that certain Term Loan B Credit Agreement dated as
of May 5, 2006, by and among Borrower, Bank of America, as Administrative Agent
(in such capacity, “Administrative
Agent”), and each of the Lenders defined therein (such Lenders are
collectively, the “Lenders”
and individually a “Lender”)
(as amended, the “Term B Credit
Agreement”).  Unless otherwise defined herein, capitalized
terms shall have the same meanings as specified therefor in the Term B Credit
Agreement.

    


    1.           Notice
of Amendment of Revolving Credit Agreement and Term A Credit
Agreement.

    


    Pursuant
to that certain Eighth Amendment to Revolving Credit Agreement and Seventh
Amendment to Term Loan A Credit Agreement executed as of August 12, 2009, by and
among Borrower, Bank of America, each Revolver Lender and Term A Lender party
thereto, and certain other parties (the “Revolver and Term
A Amendment”), a copy of which is attached hereto as Exhibit A,
certain covenants and defined terms in the Revolving Credit Agreement and the
Term A Credit Agreement have been modified.  Pursuant to Section 11.1 of the Term B
Credit Agreement, any modifications of the provisions of the Revolving Credit
Agreement and Term A Credit Agreement that correspond to Sections 3.5, 3.6, any Section of Article 7, any Section of Article 8, or Sections 9.1(c) through (o) (and related definitions)
of the Term B Credit Agreement (collectively, the “Auto-Amend
Provisions”), shall also automatically modify the Auto-Amend Provisions
in the Term B Credit Agreement. Borrower and Administrative Agent hereby notify
Lenders that such Auto-Amend Provisions in the Term B Credit Agreement have been
modified to the extent so modified in the Revolver and Term A
Amendment.

    


    2.           ENTIRETIES.  THE
TERM B CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS NOTICE,
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER
HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

    


    [Signature
pages follow.]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Very
truly yours,

    


    BANK OF AMERICA, N.A., as
Administrative Agent

    


    


    
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Ann E.
      Superfisky

            	 
      
	 
      	
              Name: 
      Ann E. Superfisky

            	 
      
	 
      	
              Title:   
      Vice President

            	 
      


    

    


    



    
      
        
          Signature
Page to

          Notice
of Revolver and Term A Amendment (August 12, 2009)

        

         


      

      
         


        
          

        

      

      
         


      

    


    Accepted
and Agreed to as of August 12, 2009:

    


    


    STANDARD
PACIFIC CORP.

    


    


    
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      John M. Stephens

            	 
      
	 
      	
              Name:       
      John M. Stephens

            	 
      
	 
      	
              Title:          Senior
      Vice President & Chief
      Financial Officer

            	 
      


    

    


    


    


    


    




    
      
        
          Signature
Page to

          Notice
of Revolver and Term A Amendment (August 12, 2009)