exhibit101.htm


    Exhibit
10.1

    


    EIGHTH
AMENDMENT TO REVOLVING CREDIT AGREEMENT

    AND

    SEVENTH
AMENDMENT TO TERM LOAN A CREDIT AGREEMENT

    


    THIS
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO TERM
LOAN A CREDIT AGREEMENT (this “Amendment”)
is executed to be effective on August 12, 2009, and entered into by and among
STANDARD PACIFIC CORP.,
a Delaware corporation (“Borrower”),
BANK OF AMERICA, N.A., a
national banking association, as Administrative Agent for the Revolver Lenders
defined below (in such capacity, together with its successors and assigns,
“Revolver
Administrative Agent”) and as Administrative Agent for the Term A Lenders
defined below (in such capacity, together with its successors and assigns,
“Term
Administrative Agent”), and each Revolver Lender and Term A Lender that
is a signatory to this Amendment.

    


    R E C I T A L S

    


    A.           Reference
is hereby made to that certain (a) Revolving Credit Agreement dated as of August
31, 2005, executed by Borrower, Revolver Administrative Agent, and the Lenders
defined therein (such Lenders are collectively, the “Revolver
Lenders” and individually a “Revolver
Lender”) pursuant to which such Revolver Lenders extended to Borrower a
revolving credit facility (as amended, modified, renewed, restated, or replaced,
the “Revolving Credit
Agreement”), and (b) Term Loan A Credit Agreement dated as of May 5,
2006, by and among Borrower, Term 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, modified, renewed, restated, or replaced, the
“Term A
Credit Agreement”).

    


    B.           Capitalized
terms used herein shall, unless otherwise indicated, have the respective
meanings set forth in the Revolving Credit Agreement or the Term A Credit
Agreement, as applicable.

    


    C.           The
parties hereto desire to modify certain provisions contained in the Revolving
Credit Agreement and the Term A Credit Agreement subject to the terms and
conditions set forth herein.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

    


    1.           Amendments
to the Revolving Credit Agreement.

    


    (a)           Section
1.1 of the Revolving Credit Agreement is hereby amended to delete the
definitions of “Cash Flow From
Operations,” “Collateral Cash
Account,” “Combined Total
Home Building Debt,” “Consolidated Home
Building Net Income,” “Excluded
Subsidiaries,” “Home Building
EBITDA,” “L/C
Commitment,” “Loan
Documents,” “Obligations,”
“Prime
Rate,” and “Total Aggregate
Commitment” and replace such definitions with the following:

    


    “Cash Flow From
Operations” means, for Borrower and its Subsidiaries (other than Excluded
Subsidiaries that are not Cash Pledgors), on a consolidated basis, for any
period, an amount equal to the sum of (without duplication) (a) net cash
provided from (or used in) operating activities plus (b) net proceeds from the
Disposition of properties and other assets, plus (c) Consolidated Home Building
Interest Incurred.

    


    “Collateral Cash
Accounts” means collectively, each deposit account of each Cash Pledgor
held at Administrative Agent that is subject to a perfected, first priority lien
in favor of Administrative Agent, for the ratable benefit of each Issuing Bank
and the Lenders, pursuant to an Account Security Agreement, securing the L/C
Obligations, which accounts shall be subject to the “control” (within the
meaning of Section
9-104 of the UCC) of Administrative Agent and to which no Cash Pledgor
shall have any right of withdrawal except as provided in Section
4.14, and “Collateral Cash
Account” shall mean any one of the Collateral Cash Accounts.

    


    “Combined Total
Home Building Debt” means, as of any date, without duplication, (a) all
funded debt of Borrower and its Subsidiaries determined on a consolidated basis
(excluding funded debt of Excluded Subsidiaries that are not Cash Pledgors),
plus (b) all funded
debt with recourse to any limited or general partnership in which Borrower or a
Subsidiary (other than an Excluded Subsidiary that is not a Cash Pledgor) is a
general partner, plus
(c) the sum of (i) all
reimbursement obligations with respect to drawn Financial Letters of Credit and
drawn Performance Letters of Credit, and (ii) the maximum amount
available to be drawn under all undrawn Financial Letters of Credit, in each
case issued for the account of, or guaranteed by, Borrower or any of its
Subsidiaries (other than Excluded Subsidiaries that are not Cash Pledgors),
plus (d) all guaranties
or other funding obligations of Borrower or a Subsidiary (other than an Excluded
Subsidiary that is not a Cash Pledgor) of funded debt of third parties
(including Excluded Subsidiaries that are not Cash Pledgors), provided, however, that in
the case of any loan to value maintenance agreements (or similar agreements) by
which Borrower or a Subsidiary agrees to maintain for a joint venture a minimum
ratio of indebtedness outstanding to value of collateral property, only amounts
owing by Borrower or a Subsidiary at the time of determination will be included
in the calculation of Combined Total Home Building Debt, plus (e) all Rate Hedging
Obligations of Borrower and its Subsidiaries (other than an Excluded Subsidiary
that is not a Cash Pledgor), minus (f) cash and Temporary
Cash Investments of Borrower and its Subsidiaries (other than Excluded
Subsidiaries that are not Cash Pledgors) not subject to any lien in excess of
$5,000,000 (other than liens securing obligations under the Loan Documents,
liens securing obligations under the Term A Loan Documents and liens securing
obligations under the Term B Loan Documents).

    


    “Consolidated Home
Building Net Income” means, for any period, without duplication, the net
income (or loss) of Borrower and its Subsidiaries (excluding the Excluded
Subsidiaries that are not Cash Pledgors), determined in accordance with GAAP and
excluding the share thereof attributable to holders of ownership interests of
any Subsidiary (other than Borrower or a Subsidiary of Borrower).

    


    “Excluded
Subsidiaries” means, collectively, Standard Pacific Financing, Inc., FLS
(including any Subsidiaries thereof), Standard Pacific Financing, L.P., each
Special Purpose Entity (other than Non-Excluded Special Purpose Entities), and
any Home Building Joint Venture that Borrower designates as an “Excluded Subsidiary” by
written notice to Administrative Agent.

    


    “Home Building
EBITDA” means, for Borrower and its Subsidiaries (other than Excluded
Subsidiaries that are not Cash Pledgors) on a consolidated basis and for any
period, without duplication: (a) the sum of the following amounts attributable
to such period: (i) Consolidated Home Building Net Income; (ii) items
included in Consolidated Home Building Interest Expense to the extent such items
were deducted in the determination of Consolidated Home Building Net Income;
(iii) charges against income for all federal, state, and local taxes; (iv)
depreciation expense; (v) amortization expense; (vi) write-off of goodwill,
impairment charges, and other non-cash charges and expenses (including non-cash
charges resulting from accounting changes); (vii) cash distributions of income
earned by Excluded Subsidiaries and Home Building Joint Ventures actually
received during such period; and (viii) any losses arising outside of the
ordinary course of business which have been included in the determination of
Consolidated Home Building Net Income; less (b) (i) any non-cash gains or other
non-cash income, arising outside the ordinary course of business, which have
been included in the determination of Consolidated Home Building Net Income; and
(ii) income from Home Building Joint Ventures, which have been included in the
determination of Consolidated Home Building Net Income, all as determined on a
consolidated basis for Borrower and its Subsidiaries (excluding the Excluded
Subsidiaries that are not Cash Pledgors).

    


    “L/C
Commitment” means an amount equal to the Total Aggregate
Commitment.

    


    “Loan
Documents” means, collectively, this Agreement, each Note, the Guaranty,
the Guaranty of the Subsidiary Letters of Credit, the Contribution Agreement,
the Fee Letter, each Issuer Document, each Letter of Credit, the Security
Agreement, and each Account Security Agreement. Solely for the purpose of the
Guaranty, “Loan
Documents” shall include each Hedge Agreement.

    


    “Obligations”
means all advances to, and debts, liabilities, obligations, covenants, and
duties of, Borrower, each Cash Pledgor, and each Guarantor arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
Borrower, any Cash Pledgor, or any Guarantor or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

    


    “Prime
Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the sum of (i) the Federal Funds
Rate plus (ii) one half
of one percent (0.50%), (b) the sum of (i) the Daily Floating
Libor Rate plus (ii)
two and one quarter percent (2.25%), and (c) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America as its
“prime rate.”  The “prime rate” is a rate set by Bank of America based
upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in the prime rate announced by Bank of America, the
Federal Funds Rate, or the Daily Floating Libor Rate shall take effect at the
opening of business on the day specified in the public announcement of such
change.

    


    “Total Aggregate
Commitment” means the total aggregate combined Commitments of Lenders, as
decreased as provided in Section
4.16 or Section
4.17.

    


    (b)           Section
1.1 of the Revolving Credit Agreement is hereby amended to add the
following new definitions thereto in the correct alphabetical
order:

    


    “Account Guaranty
and Security Agreement” means a guaranty and security agreement delivered
by a Cash Pledgor (other than Borrower) in favor of Administrative Agent for the
ratable benefit of each Issuing Bank and the Lenders, in form and substance
reasonably acceptable to Administrative Agent, granting to Administrative Agent,
for the ratable benefit of each Issuing Bank and the Lenders, a first priority
security interest in the Collateral Cash Account held at Administrative Agent in
the name of such Cash Pledgor and guaranteeing the Obligations of Borrower
hereunder.

    


    “Account Security
Agreements” means, collectively, each
Unconditional Guaranty and Security Agreement and the Borrower Account Security
Agreement.

    


    “Borrower Account
Security Agreement” means a security agreement delivered by Borrower in
favor of Administrative Agent for the ratable benefit of each Issuing Bank and
the Lenders, in form and substance reasonably acceptable to Administrative
Agent, granting to Administrative Agent, for the ratable benefit of each Issuing
Bank and the Lenders, a first priority security interest in the Collateral Cash
Account held at Administrative Agent in the name of Borrower.

    


    “Cash
Pledgor” means (a) if Borrower has executed and delivered to
Administrative Agent a Borrower Account Security Agreement, Borrower and (b) any
Subsidiary of SPIC that (i) has executed an Account Guaranty and Security
Agreement, (ii) has no liabilities or indebtedness and has not incurred
Guarantee Obligations in respect of any liabilities or indebtedness of another
Person (other than the obligations hereunder and under the Account Guaranty and
Security Agreement executed by such Cash Pledgor, obligations with respect to
the Collateral Cash Accounts and obligations with respect to each other deposit
account maintained in the name of such Subsidiary of SPIC with Administrative
Agent or its Affiliates, and obligations relating to the organizational
existence of such Subsidiary of SPIC), and (iii) is Solvent.

    


    “Daily Floating
LIBOR Rate” means,
as of any date of determination, the per annum rate of interest equal to the
British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as reasonably selected by Administrative Agent
from time to time) at approximately 11:00 a.m. London time on the date of
determination for Dollar deposits being delivered in the London interbank market
for a term of one month commencing two (2) Business Days prior to that
day.  If such rate is not available at such time for any reason, then
the rate for that interest period will be determined by such alternate method as
reasonably selected by Administrative Agent.

    


    “Eighth
Amendment” means that certain Eighth Amendment to Revolving Credit
Agreement and Seventh Amendment to Term Loan A Credit Agreement executed to be
effective as of the Eighth Amendment Effective Date, by and among Borrower,
Administrative Agent, each Lender party thereto, and certain other parties
thereto.

    


    “Eighth Amendment
Effective Date” means August 12, 2009, the effective date of the Eighth
Amendment.

    


    “Guarantee
Obligation” means, as to any Person, any (a) obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any indebtedness or other obligation payable or performable by
another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such indebtedness or other obligation of the payment or performance of such
indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any indebtedness or other
obligation of any other Person, whether or not such indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such indebtedness to obtain any such Lien).

    


    “Non-Excluded
Special Purpose Entity” means each Special Purpose Entity that Borrower
designates as a “Non-Excluded Special Purpose Entity” by written notice to
Administrative Agent; provided that no Cash Pledgor
shall be designated as a Non-Excluded Special Purpose Entity.

    


    “Project”
means any real property development (including, without limitation, the parcels
of real property that comprise, or are intended by the owner thereof to
comprise, all or any part of such development and any related “goods” and
“general intangibles” (in each case, within the meaning of the UCC)), regardless
of the stage of completion of such development.

    


    “Required Cash
Collateral Amount” means, as of any date of determination, cash held in
the Collateral Cash Accounts in an aggregate amount equal to or greater than the
result of (a) one
hundred and one percent (101%) times (b) the aggregate L/C
Obligations as of such date of determination.

    


    “Special Purpose
Entity” means (a) any Subsidiary of Borrower that has no assets other
than a single Project or series of related Projects and is engaged in no
business activities other than the acquisition, development, ownership and/or
operation of such Project or Projects and has no material indebtedness other
than indebtedness of such Subsidiary that is secured in whole or in part by such
Project or Projects (or any portion thereof), (b) each Cash Pledgor (other than
Borrower), and (c) any Subsidiary of SPIC that was formed for the purpose of
pledging, or has pledged, cash collateral to secure (i) letters of credit issued
for the account of Borrower or any of its Subsidiaries (other than Letters of
Credit issued hereunder), (ii) Specified Borrower Obligations, or (iii) any
Guarantee Obligation in respect of Specified Borrower Obligations.

    


    “Specified
Borrower Obligations” means obligations of Borrower secured in whole or
in part by cash collateral that have a scheduled final maturity after the Term B
Maturity, and such obligations either (a) were exchanged for or otherwise
incurred to refinance obligations of Borrower that had a scheduled final
maturity concurrent with or prior to the Term B Maturity, or (b) had a scheduled
final maturity date concurrent with or prior to the Term B Maturity that was
extended solely or partly in consideration for such pledge of cash
collateral.

    


    “SPIC”
means Standard Pacific Investment Corp., a Delaware corporation.

    


    “Term A Loan
Documents” means, as of any date of determination, the “Loan Documents” as defined in
the Term A Credit Agreement.

    


    “Term A
Loans” means, as of any date of determination, the “Term Loans” as defined in the
Term A Credit Agreement outstanding under the Term A Credit Agreement as of such
date.

    


    “Term B
Lenders” means, as of any date of determination, each of the “Lenders” as defined in the
Term B Credit Agreement party to the Term B Credit Agreement as of such
date.

    


     “Term B Loan
Documents” means, as of any date of determination, the “Loan Documents” as defined in
the Term B Credit Agreement.

    


    “Term B
Loans” means, as of any date of determination, the “Term Loans” as defined in the
Term B Credit Agreement outstanding under the Term B Credit Agreement as of such
date.

    


    “Term B
Maturity” means the Maturity Date under and as defined in the Term Loan B
Credit Agreement.

    


    “UCC” means
the Uniform Commercial Code as in effect from time to time in the state of
California or, when the laws of any other jurisdiction govern the method or
manner of the perfection or enforcement of any security interest in any
collateral, with respect to such collateral, the Uniform Commercial Code (or any
successor statute) of such jurisdiction.

    


    (c)           Section
3.9(a) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (a)           Amounts and Terms of Letters
of Credit.  During the period from the date of this Agreement
to, but excluding, the Maturity Date, and subject to the terms and conditions of
this Agreement, upon Borrower’s request pursuant to Section
3.9(b), an Issuing Bank shall issue one or more Financial Letters of
Credit or Performance Letters of Credit (each, a “Letter of
Credit,” and collectively, the “Letters of
Credit”) for the account of Borrower or the account of a Letter of Credit
Subsidiary; provided
that no Issuing Bank shall be obligated to issue any Letter of Credit if,
after giving effect thereto, (i) the L/C Obligations would exceed the L/C
Commitment, or (ii) the total aggregate outstanding Loans plus the L/C
Obligations would exceed the Total Aggregate Commitment, or (iii) the issuance
of such Letter of Credit would violate one or more policies of such Issuing
Bank, or (iv) the aggregate Outstanding Amount of all L/C Obligations exceeds
the Required Cash Collateral Amount. On and after the Eighth Amendment Effective
Date, all Obligations in respect of the Letters of Credit shall be secured by
the liens granted pursuant to the Security Agreement and the liens granted
pursuant to the Account Security Agreements, in each case, until such liens are
released pursuant to the terms hereof or thereof.

    


    (d)           Section
3.9(c) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (c)           Fees.  For
each outstanding Unsecured Letter of Credit, and upon any renewal thereof,
Borrower shall pay to Administrative Agent, for the account of each Lender in
accordance with its Pro Rata Share, from Borrower's own funds a fee equal to the
Applicable Margin with respect to Eurodollar Borrowings of Fourth Amendment Loan
Outstandings (based on a 360-day year) times the daily maximum
amount available to be drawn under such Unsecured Letter of Credit (the “Unsecured Letter
of Credit Commission Fees”).  For each outstanding Letter of
Credit (other than an Unsecured Letter of Credit) and upon any renewal thereof,
Borrower shall pay to Administrative Agent, for the account of each Lender in
accordance with its Pro Rata Share, from Borrower's own funds a fee equal to the
Applicable Margin with respect to Eurodollar Borrowings of Post Fourth Amendment
Advances (based on a 360-day year) times the daily maximum
amount available to be drawn under such Letter of Credit (the “Post Fourth
Amendment Letter of Credit Commission Fees” and, together with the
Unsecured Letter of Credit Commission Fees, the “Letter of Credit
Commission Fees”).  For each outstanding Letter of Credit
issued by an Issuing Bank (and upon any renewal thereof), Borrower shall pay
directly to the applicable Issuing Bank for its own account, from Borrower's own
funds a fee equal to the greater of (A) 0.125% per annum (based on a 360-day
year) times the daily
maximum amount available to be drawn under such Letter of Credit, and (B) $250
per annum (the “Letter of Credit
Fronting Fees”).  The Letter of Credit Commission Fees and the
Letter of Credit Fronting Fees payable under this Section
3.9(c) shall be payable on (x) the eighth (8th) day of each quarter for
fees accrued through the last day of the preceding quarter and (y) on the
Maturity Date; provided,
however, that with respect to the Letter of Credit Fronting Fees, any
Issuing Bank may, at its option, require that the Letter of Credit Fronting Fees
be paid quarterly in advance.  In addition, Borrower shall pay
directly to the applicable Issuing Bank for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of the applicable Issuing Bank relating to letters of credit
as from time to time in effect.  Such customary fees and standard
costs and charges are due and payable on demand and are
nonrefundable.

    


    (e)           Section
3.9(d) of the Revolving Credit Agreement is hereby amended to add the
following new clause (x)
at the end thereof:

    


    (x)           both
before and after giving effect to such requested Letter of Credit, the Required
Cash Collateral Amount shall be on deposit in or credited to the Collateral Cash
Accounts.

    


    (f)           Section
3.9(e) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (e)           Subsidiary Letters of
Credit.  Borrower has requested that Letters of Credit from
time to time upon its request be issued by an Issuing Bank (the “Subsidiary
Letters of Credit”) with Borrower and any one or more of Borrower’s
Subsidiaries or Home Building Joint Ventures (collectively, the “Letter of Credit
Subsidiaries”) as the “account parties” (which would be liable under the
reimbursement agreements pertaining to such Subsidiary Letters of Credit)
thereunder.  Subsidiary Letters of Credit shall constitute “Letters of
Credit” hereunder, and all terms and conditions specified above in this Section
3.9 with respect to Letters of Credit shall be applicable to such
Subsidiary Letters of Credit.  Without limiting the foregoing, any
draws under such Subsidiary Letters of Credit shall be repaid as more fully set
forth in Section
3.9(g), all amounts remaining undrawn under all such Subsidiary Letters
of Credit shall constitute part of the “L/C Obligations,” and the fees and
issuance procedures shall be as specified above.  In addition to all
terms and conditions specified in Section
3.9(d) above to the issuance of Letters of Credit, it shall be a
condition to the issuance of any Subsidiary Letter of Credit that Borrower shall
have executed the Guaranty of the Subsidiary Letters of Credit as well as such
other documents as the applicable Issuing Bank and/or Administrative Agent may
reasonably request (and shall have reaffirmed such guaranty from time to time
upon Administrative Agent’s request).  All waivers and releases made
by Borrower which are set forth in the Guaranty of the Subsidiary Letters of
Credit are incorporated herein by this reference and shall also be applicable to
any Loans (and Borrower’s obligation to repay such Loans) made or to be made
under Section
3.9(g) with respect to draws under the Subsidiary Letters of
Credit.

    


    (g)           Section
3.9(g)(i) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    
      	
              (i)

            	
              Upon
      receipt from the beneficiary of any Letter of Credit of any notice of a
      drawing under such Letter of Credit, the applicable Issuing Bank shall
      notify Borrower and Administrative Agent thereof. Not later than 1:00 p.m.
      on the date of any payment by an Issuing Bank under a Letter of Credit
      (each such date, an “Honor
      Date”), Borrower shall reimburse such Issuing Bank through
      Administrative Agent in an amount equal to the amount of such drawing;
      provided that if the notice of
      drawing described in the preceding sentence is not received by Borrower by
      12:00 noon, then Borrower shall reimburse such Issuing Bank by 1:00 p.m.
      on the next succeeding Business Day in an amount equal to the amount of
      such drawing (the “Unreimbursed
      Amount”) together with interest at the rate applicable to Reference
      Rate Borrowings. If Borrower fails to so reimburse such Issuing Bank by
      such time, then Administrative Agent shall withdraw funds from the
      Collateral Cash Accounts in an amount equal to the sum of such
      Unreimbursed Amount plus any interest and fees payable in respect thereof,
      and shall remit such amounts to such Issuing Bank and Lenders, as
      applicable, on behalf of Borrower, and Borrower hereby, and each other
      Cash Pledgor (by each such Person’s execution of the applicable Account
      Guaranty and Security Agreement), irrevocably authorizes and directs
      Administrative Agent to remit such funds to such Issuing Bank on behalf of
      Borrower.  If for any reason any Unreimbursed Amount cannot be
      funded from the Collateral Cash Accounts, then Administrative Agent shall
      promptly notify each Lender of the Honor Date, the Unreimbursed Amount,
      and the amount of such Lender’s Pro Rata Share thereof.  In such
      event, Borrower shall be deemed to have requested a Reference Rate
      Borrowing to be disbursed on the Honor Date in an amount equal to the
      Unreimbursed Amount, without regard to the limitations specified in Section
      3.1 (other than the limitations set forth in clause (i) of Section
      3.1(a)), but subject to the conditions set forth in Article
      6 (other than the delivery of a Request for
      Borrowing).  Notwithstanding anything contained in this
      Agreement to the contrary, on and after the Eighth Amendment Effective
      Date, any such Reference Rate Borrowing under this Section 3.9
      shall be due and payable immediately on the day of such
      Borrowing.  Any notice given by an Issuing Bank or
      Administrative Agent pursuant to this Section
      3.9(g)(i) may be given by telephone if immediately confirmed in
      writing; provided
      that the lack of such an immediate confirmation shall not affect
      the conclusiveness or binding effect of such
  notice.

            


    

    


    (h)           Section
3.9 of the Revolving Credit Agreement is hereby amended to add the
following new clause (q)
at the end thereof:

    


    (q)           Required Cash Collateral
Account.  From and after the Eighth Amendment Effective Date,
Borrower shall, or shall cause other Cash Pledgors to, maintain the Required
Cash Collateral Amount in Collateral Cash Accounts, at all times that any
unexpired Letter of Credit remains outstanding.  Upon the expiration
of all Letters of Credit and payment in full of all draws thereunder, and all
other Obligations then due and owing, the amounts then on deposit in or credited
to the Collateral Cash Accounts and any interest accrued thereon shall then be
returned to Borrower or the applicable Cash Pledgors (to the extent any funds
remain in the Collateral Cash Accounts after application of such funds as
provided above).  Notwithstanding any other provision of this
Agreement or any other Loan Document, maintenance by Borrower or any other Cash
Pledgors of the Required Cash Collateral Amount in the Collateral Cash Accounts
shall satisfy the Cash Collateralization requirements set forth in any of the
Loan Documents (including, without limitation, Section
3.9(p) hereof).

    


    (i)           Article 3
of the Revolving Credit Agreement is hereby amended to add the following new
Section
3.11 at the end thereof:

    


    3.11           No Additional
Borrowings.  Notwithstanding any provision of this Agreement to
the contrary, on and after the Eighth Amendment Effective Date, Borrower may not
request, and Lenders shall have no obligations to fund, any Borrowings under
this Agreement other than Borrowings permitted by the terms of Section
3.9(g).  Borrower shall, on the Eighth Amendment Effective
Date, prepay the Obligations in an amount equal to the Outstanding Amount of all
Loans outstanding as of such date, together with all accrued and unpaid interest
thereon.

    


    (j)           Section
4.14 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    4.14           Additional Cash Collateral;
Release.

    


    In the
event that the Outstanding Amount of L/C Obligations exceeds the Required Cash
Collateral Amount, Borrower shall, or shall cause another Cash Pledgor to,
immediately deposit in the Collateral Cash Accounts additional cash collateral
in an amount by which the Outstanding Amount of L/C Obligations exceeds the
Required Cash Collateral Amount.  At any such time as the Required
Cash Collateral Amount exceeds the Outstanding Amount of L/C Obligations, the
amount of such excess shall, upon written request of Borrower or any other
relevant Cash Pledgor, be withdrawn from the relevant Cash Collateral Account
and remitted to Borrower or such other Cash Pledgor, as the case may
be.

    


    (k)           Section
4.17(f) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (f)           On
the last day of each calendar quarter, the Total Aggregate Commitment shall
automatically reduce by an amount equal to the aggregate face amount of all
Unsecured Letters of Credit (rounded upward to the nearest whole one hundred
thousand Dollars) that matured and were not renewed or substituted (to the
extent permitted hereunder) or were canceled during such quarter (other than
Unsecured Letters of Credit that are secured by the Collateral Cash
Accounts).

    


    (l)           Section
4.17 of the Revolving Credit Agreement is hereby amended to add the
following new clause (i)
at the end thereof:

    


    (i)           On
the Eighth Amendment Effective Date, the Total Aggregate Commitment shall be
permanently reduced to $50,000,000.  Such reduction of the Total
Aggregate Commitment shall be applied to the Commitment of each Lender according
to its Pro Rata Share.

    


    (m)           Article 5
of the Revolving Credit Agreement is hereby deleted in its entirety and replaced
with the following:

    


    ARTICLE
5:  SECURITY.  The Obligations shall be secured by the liens
granted by Borrower pursuant to the Security Agreement and the liens granted by
each Cash Pledgor pursuant to the Account Security Agreements, in each case,
until such liens are released pursuant to the terms thereof.  All
liens granted by Borrower and its Subsidiaries under any Loan Document (other
than the liens granted pursuant to the Security Agreement and each Account
Security Agreement, which, in each case. shall remain in effect until such liens
are released pursuant to the terms thereof) prior to the Eighth Amendment
Effective Date (if any) shall be automatically released on the Eighth Amendment
Effective Date without the requirement for any further action on the part of any
Person and the Administrative Agent shall promptly take all such actions and
execute and deliver all such documents and instruments, at Borrower’s expense,
as may be reasonably requested by Borrower to evidence such
release.  On the Eighth Amendment Effective Date, all amounts on
deposit in or credited to the Interest Reserve Account and other cash collateral
pledged by Borrower or any of its Subsidiaries (other than Subsidiaries that are
Cash Pledgors) prior to such date pursuant to the Loan Documents shall be
released and remitted to Borrower or as Borrower may direct, so long as, both
before and after giving effect to any such release, the Required Cash Collateral
Amount exceeds the Outstanding Amount of the L/C Obligations.

    


    (n)           Section
6.2(b) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (b) Intentionally deleted;
and

    


    (o)           Section
7.2(c)(iii) of the Revolving Credit Agreement is hereby amended by
deleting the words “this Agreement” set forth therein and inserting in lieu
thereof the words “any Loan Document”.

    


    (p)           Section
7.4(a) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (a)           Exhibit J
correctly sets forth, as of the last day of the most recent fiscal quarter of
Borrower, the names and jurisdictions of incorporation or formation of all
Subsidiaries of Borrower.  Borrower may update Exhibit J
from time to time by sending written notice to Administrative
Agent.

    


    (q)           Section
7.9 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    7.9           Pension
Plan.  Neither Borrower nor any Subsidiary (other than an
Excluded Subsidiary) maintains or contributes to any Plan other than Plans as to
which Borrower or a Subsidiary has complied with all applicable Laws (except
where the failure to comply could not reasonably be expected to have a Material
Adverse Effect).

    


    (r)           Section
7.13 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    7.13           Solvent.  (a)
Borrower and its Subsidiaries are, on a consolidated basis, Solvent and (b) each
Cash Pledgor (other than Borrower) is, on an individual basis,
Solvent.

    


    (s)           Section
8.1(e) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (e)           at
the time of the delivery of the financial statements described in Sections
8.1(b), (c), and
(d),
a certificate of the chief financial officer, corporate controller, or the
treasurer of Borrower that (i) states that to the knowledge of such officer no
Default or Event of Default exists, or if such an event exists, stating the
nature thereof and the action that Borrower proposes to take with respect
thereto, and (ii) unless Borrower has elected to comply with Section
8.20(b) for the applicable period (in which case no such demonstration of
compliance shall be required to be included in such certificate), demonstrates
in reasonable detail that Borrower was in compliance for the applicable period
with at least one (1) of the financial covenants set forth in Section
8.20(a) (including a reconciliation of the amounts used to calculate such
financial covenants pursuant to Section 8.20(a)
to such financial statements);

    


    (t)           Section
8.1(f) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (f)           Intentionally
deleted.

    


    (u)           Section
8.1(h) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (h)           such
other information about the business, assets, operation, or condition, financial
or otherwise, of Borrower or any Subsidiary (other than any Excluded Subsidiary
that is not a Cash Pledgor), as Administrative Agent may reasonably request from
time to time;

    


    (v)           Section
8.1(i) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (i)           Intentionally
deleted.

    


    (w)           Section
8.1(j) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (j)           Intentionally
deleted.

    


    (x)           Section
8.1(k) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (k)           Intentionally
deleted.

    


    (y)           Section 8.1(m) of
the Revolving Credit Agreement is hereby deleted in its entirety and replaced
with the following:

    


    (m)           so
long as any Commitment remains in effect or any Letters of Credit or Term A
Loans remain outstanding, at the time of the delivery of the financial
statements described in Sections
8.1(b), (c), and
(d),
condensed combining balance sheets and income statements, a schedule,
substantially in the form of Schedule
8.1(m) attached hereto (as the form of such schedule may be updated from
time to time), and such other additional information that any Lender (through
Administrative Agent) may reasonably request from time to time, regarding
Borrower’s interests and obligations related to active homebuilding and land
development joint ventures in which Borrower owns a direct or indirect interest;
and

    


    (z)           Section
8.1(n) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (n)           Intentionally
deleted.

    


    (aa)           Section
8.4 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.4           Maintenance of
Properties.  Borrower shall maintain, preserve, and protect,
and cause each Subsidiary (other than an Excluded Subsidiary) to maintain,
preserve, and protect, all of its properties in good order and condition,
subject to wear and tear in the ordinary course of business and, in the case of
unimproved properties, damage caused by the natural elements, and not permit any
Subsidiary (other than an Excluded Subsidiary) to permit, any waste of its
properties, except that
neither (a) the failure to maintain, preserve and protect any of such properties
that could not reasonably be expected to have a Material Adverse Effect, nor (b)
the failure to maintain, preserve, and protect any of such properties due to
compliance with a written order from a Governmental Authority, will constitute a
violation of this Section
8.4.

    


    (bb)           Section
8.9 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.9           Subsidiary
Guaranties.  Borrower shall cause each Material Subsidiary that
does not provide a Guaranty hereunder on the Closing Date to provide a Guaranty
hereunder and such other documentation required by Administrative Agent, all in
form and substance reasonably acceptable to Administrative Agent within thirty
(30) days (or such longer period as may be determined by Administrative Agent in
its sole discretion) after the date on which such Subsidiary qualifies as a
Material Subsidiary; provided
that if any Subsidiary that provides or has provided a Guaranty hereunder
(i) is sold or otherwise disposed of to a Person other than Borrower or one of
Borrower’s Subsidiaries, or (ii) ceases, at any time, to qualify as a Material
Subsidiary, then, upon the request of Borrower, Administrative Agent shall, so
long as no Default or Event of Default exists or would result therefrom, release
such Subsidiary from its Guaranty pursuant to a release in form and substance
reasonably acceptable to Administrative Agent and Borrower.

    


    Notwithstanding the
foregoing, if, (a) as of the date of acquisition, formation, or creation
otherwise permitted hereunder of a new Subsidiary that is neither a Material
Subsidiary nor an Excluded Subsidiary, the aggregate amount of assets (other
than ownership interests in, and intercompany indebtedness of, other
Subsidiaries) owned by all Subsidiaries that are not Material Subsidiaries,
Excluded Subsidiaries or Guarantors, exceeds five percent (5%) of Consolidated
Tangible Net Worth, then Borrower shall cause such Subsidiary to provide a
Guaranty under this Section
8.9, or (b) at any time any Subsidiary (other than any Excluded
Subsidiary) shall execute a guaranty of any Senior Unsecured Homebuilding Debt
(other than the Loans and other obligations under the Loan Documents, the Term A
Loans and other obligations under the Term A Loan Documents, the Term B Loans
and other obligations under the Term B Loan Documents and any Subordinated
Debt), then Borrower shall cause such Subsidiary (whether or not it is a
Material Subsidiary) to provide a Guaranty under this Section
8.9.

    


    (cc)           Section
8.10 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.10           Mergers.  Borrower
shall not merge or consolidate, or permit any Guarantor or Cash Pledgor to merge
or consolidate, with or into any Person, except that (a) no merger or
consolidation in connection with the sale of Standard Pacific Financing, L.P. or
Standard Pacific Financing, Inc. (or any of their respective Subsidiaries) will
constitute a violation of this covenant (provided that the corporate existence
of Borrower, if a party to such merger or consolidation, is continued), (b) any
Subsidiary may merge into Borrower (provided that the surviving entity is
Borrower) or into any other Subsidiary (provided that Borrower complies with
Section
8.9), (c) no merger or consolidation in connection with an acquisition
will constitute a violation of this covenant (provided that the corporate
existence of Borrower, if a party to such merger or consolidation, is continued
and no Change of Control occurs as a result of such merger or consolidation),
and (d) no merger or consolidation in connection with a disposition will
constitute a violation of this covenant (provided that the corporate existence
of Borrower, if a party to such merger or consolidation, is continued and no
Change of Control occurs as a result of such merger or
consolidation).

    


    (dd)           Section
8.11 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.11           Intentionally
deleted.

    


    (ee)           Section
8.12 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.12           Intentionally
deleted.

    


    (ff)           Section
8.13 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.13           Intentionally
deleted.

    


    (gg)           Section
8.14 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.14           Intentionally
deleted.

    


    (hh)           Section
8.15 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.15           Intentionally
deleted.

    


    (ii)           Section
8.16 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.16           Intentionally
deleted.

    


    (jj)           Section
8.17 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.17           Intentionally
deleted.

    


    (kk)           Section
8.20 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.20           Financial
Covenants.  For each fiscal quarter of Borrower ended after the
Eighth Amendment Effective Date and so long as any Term A Loans or Term B Loans
remain outstanding, Borrower shall, in its sole discretion, either:

    


    (a)           Comply
with at least one (1) of the following financial covenants:

    


    (i)  not
permit, as of the last day of such fiscal quarter of Borrower, the ratio of (A)
Cash Flow From Operations to (B) Consolidated Home Building Interest Incurred
less non-cash interest
expense, for the period of four (4) consecutive fiscal quarters then ended, to
be less than 1.0 to 1.0;

    


    (ii)  not
permit, as of the last day of such fiscal quarter of Borrower, the ratio of (A)
Home Building EBITDA to (B) Consolidated Home Building Interest Incurred less non-cash interest
expense, for the period of four (4) consecutive fiscal quarters then ended, to
be less than 1.0 to 1.0; or

    


    (iii)  not
permit, as of the last day of such fiscal quarter of Borrower, the ratio of (A)
Combined Total Home Building Debt to (B) Consolidated Tangible Net Worth, to be
greater than 3.00 to 1.0.

    


    Or

    


    (b)           Prepay,
on or before the date that is the forty-fifth (45th) day
after the last day of such fiscal quarter, (i) the unpaid principal amount of
the Term A Loans (if any) and (ii) the unpaid principal amount of the Term B
Loans (if any), on a ratable basis among the Term A Lenders and the Term B
Lenders based on the then outstanding principal amount of the Term A Loans and
the Term B Loans, in an aggregate amount equal to $7,500,000 for such fiscal
quarter.

    


    (ll)           Section
8.21 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.21           Intentionally
deleted.

    


    (mm)                      Section
8.22 of the Revolving Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    8.22           Intentionally
deleted.

    


    (nn)           Section
9.1(c)(i) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (i)           any
applicable covenant or agreement contained in Sections 8.1,
8.9, or 8.20;
or

    


    (oo)           Section
9.1(e) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (e)           Intentionally
deleted; or

    


    (pp)           Section
9.1(f) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (f)           without
the prior written consent of each Lender, (i) Borrower is dissolved or
liquidated or (ii) all or substantially all of the assets of Borrower are sold
or otherwise transferred (other than the transfer of a security interest) or
(iii) any material assets of Borrower are sold or otherwise transferred (other
than the transfer of a security interest) outside the ordinary course of
business other than in the case of this clause
(iii), (A) for fair consideration (as determined by Borrower in its
reasonable business judgment) in an arm’s length transaction, or (B) to a
Guarantor; or

    


    (qq)           Section
9.1(g) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (g)           without
the prior written consent of the Aggregate Majority Lenders, (i) any Guarantor
is dissolved or liquidated, except to the extent permitted by Sections 8.3 or
8.10 or (ii) (x) all or substantially all of the assets of any Guarantor
are sold or otherwise transferred (other than the transfer of a security
interest) or (y) any material assets of any Guarantor are sold or otherwise
transferred (other than the transfer of a security interest) outside the
ordinary course of business other than, in the case of this clause
(ii), (A) for fair consideration (as determined by such Guarantor in its
reasonable business judgment) in an arm’s length transaction (or on terms as
favorable to Borrower and its Subsidiaries as would be obtained in an arm’s
length transaction), or (B) to Borrower or another Guarantor, or (C) to the
extent permitted by Sections 8.3
or
8.10; or

    


    (rr)           Section
9.1(h) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (h)           Borrower
or any Guarantor is the subject of an order for relief by any bankruptcy court,
or is unable or admits in writing its inability to pay its debts as they mature
or makes an assignment for the benefit of creditors; Borrower or any Guarantor
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, or similar officer for it or for all or
substantially all of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, or similar officer is appointed in
respect of Borrower or any Guarantor without the application or consent of
Borrower or such Guarantor and the appointment continues undischarged or
unstayed for sixty (60) days; or Borrower or any Guarantor institutes or
consents to any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, custodianship, conservatorship, liquidation,
rehabilitation, or similar proceeding relating to it or to all or substantially
all of its property, under the laws of any jurisdiction; or any similar
proceeding is instituted with respect to Borrower or any Guarantor without the
consent of Borrower or such Guarantor, and continues undismissed or unstayed for
forty-five (45) days; or any judgment, writ, warrant of attachment, or execution
or similar process is issued or levied against all or substantially all of the
property of Borrower or any Guarantor, and is not released, vacated or fully
bonded within forty-five (45) days after its issue or levy; provided that notwithstanding
the foregoing, any Guarantor may be reorganized, dissolved or liquidated and all
or substantially all of the assets of any Guarantor may be liquidated, to the
extent permitted by Sections
8.3 or 8.10;
or

    


    (ss)           Section
9.1(i) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (i)           Borrower
or any Guarantor shall (i) fail to pay any indebtedness (other than Seller
Nonrecourse Debt) to any other Person or any interest or premium thereon, when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such indebtedness,
or (ii) fail to perform any term, covenant, or condition on its part to be
performed under any agreement or instrument relating to any such indebtedness
(other than Seller Nonrecourse Debt), when required to be performed, and such
failure shall continue after the applicable grace period, if any, specified in
such agreement or instrument, if the effect of such failure to perform is to
cause such indebtedness to be demanded or otherwise become due or to be
repurchased, prepaid, defeased, or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease, or redeem such indebtedness to be made,
prior to its stated maturity (except for due on sale clauses); provided, however, that any
failure to pay or perform as specified in subparagraphs
(i) or (ii)
immediately above with respect to indebtedness in a total aggregate amount not
to exceed $25,000,000 shall not constitute an event of default hereunder;
or

    


    (tt)           Section
9.1(j) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (j)           any
Guarantor shall reject or disaffirm its Guaranty (other than as a result of a
transaction not otherwise prohibited by this Agreement), or otherwise notify
Administrative Agent that it does not intend the Guaranty or its liability
thereunder to apply to any one or more future Borrowings or other Obligations;
or

    


    (uu)           Section
9.1(k) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (k)           Intentionally
deleted.

    


    (vv)           Section
9.1(l) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (l)           Intentionally
deleted.

    


    (ww)                      Section
9.1(m) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (m)           there
is entered against Borrower or any Guarantor a final unsatisfied judgment or
order for the payment of money in an aggregate amount exceeding $10,000,000 (to
the extent not covered by insurance as to which the insurer has not disputed
coverage in writing) that has not been vacated or discharged and (i) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (ii)
there is a period of ten (10) consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, is not in effect; or

    


    (xx)           Section
9.1(r) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (r)           Any
unexpired Letter of Credit remains outstanding and (i) the Cash Pledgors shall
fail to maintain the Required Cash Collateral Amount or (ii) Administrative
Agent, for the ratable benefit of each Issuing Bank and the Lenders, fails to
have an enforceable first priority lien on any of the Collateral Cash Accounts;
or

    


    (yy)           Section
9.1(s) of the Revolving Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (s)           any
Cash Pledgor (other than Borrower) is the subject of an order for relief by any
bankruptcy court, or is unable or admits in writing its inability to pay its
debts as they mature or makes an assignment for the benefit of creditors; any
Cash Pledgor (other than Borrower) applies for or consents to the appointment of
any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or
similar officer for it or for all or substantially all of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar
officer is appointed in respect of any Cash Pledgor (other than Borrower)
without the application or consent of such Cash Pledgor, and the appointment
continues undischarged or unstayed for sixty (60) days; or any Cash Pledgor
(other than Borrower) institutes or consents to any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, dissolution, custodianship,
conservatorship, liquidation, rehabilitation, or similar proceeding relating to
it or to all or substantially all of its property, under the laws of any
jurisdiction; or any similar proceeding is instituted with respect to any Cash
Pledgor (other than Borrower) without the consent of such Cash Pledgor, and
continues undismissed or unstayed for forty-five (45) days; or any judgment,
writ, warrant of attachment, or execution or similar process is issued or levied
against all or substantially all of the property of any Cash Pledgor (other than
Borrower), and is not released, vacated or fully bonded within forty-five (45)
days after its issue or levy; provided that notwithstanding
the foregoing, any Cash Pledgor may be reorganized, dissolved or liquidated and
all or substantially all of the assets of any Cash Pledgor may be liquidated, to
the extent permitted by Sections
8.3 or 8.10;
or.

    


    (zz)           Section
9.1 of the Revolving Credit Agreement is hereby amended to add the
following new clause (t)
at the end thereof:

    


    (t)           without
the written consent of the Aggregate Majority Lenders, (i) any Cash Pledgor
(other than Borrower) is dissolved or liquidated, except to the extent permitted
by Sections
8.3 or 8.10 or
(ii) (x) all or substantially all of the assets of any Cash Pledgor (other than
Borrower) are sold or otherwise transferred (other than the transfer of a
security interest, but only to the extent expressly permitted under the Account
Guaranty and Security Agreement), or (y) any material assets of any Cash Pledgor
(other than Borrower) are sold or otherwise transferred (other than the transfer
of a security interest, but only to the extent expressly permitted under the
Account Guaranty and Security Agreement) outside the ordinary course of business
other than, in the case of this clause
(ii), (A) for fair consideration (as determined by such Cash Pledgor in
its reasonable business judgment) in an arm’s length transaction, or (B) to
Borrower, a Guarantor, or another Cash Pledgor, or (C) to the extent permitted
by Sections 8.3
or
8.10; or

    


    (ab)           Section
9.1 of the Revolving Credit Agreement is hereby amended to add the
following new clause (u)
at the end thereof:

    


    (u)           any
Cash Pledgor (other than Borrower) shall (i) fail to pay any indebtedness (other
than Seller Nonrecourse Debt) to any other Person or any interest or premium
thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such indebtedness, or (ii) fail to perform any term, covenant, or
condition on its part to be performed under any agreement or instrument relating
to any such indebtedness (other than Seller Nonrecourse Debt), when required to
be performed, and such failure shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such failure
to perform is to cause such indebtedness to be demanded or otherwise become due
or to be repurchased, prepaid, defeased, or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease, or redeem such
indebtedness to be made, prior to its stated maturity (except for due on sale
clauses); provided,
however, that any failure to pay or perform as specified in subparagraphs
(i) or (ii)
immediately above with respect to indebtedness in a total aggregate amount not
to exceed $25,000,000 shall not constitute an event of default hereunder;
or

    


    (ac)           Section
9.1 of the Revolving Credit Agreement is hereby amended to add the
following new clause (v)
at the end thereof:

    


    (v)           there
is entered against any Cash Pledgor (other than Borrower) a final unsatisfied
judgment or order for the payment of money in an aggregate amount exceeding
$10,000,000 (to the extent not covered by insurance as to which the insurer has
not disputed coverage in writing) that has not been vacated or discharged and
(i) enforcement proceedings are commenced by any creditor upon such judgment or
order, or (ii) there is a period of ten (10) consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, is not in effect; or

    


    (ad)           Section
9.2 of the Revolving Credit Agreement is hereby amended to delete the
proviso immediately following clause (c)
thereof in its entirety, and replace such proviso with the
following:

    


    provided, however, that upon
the occurrence of any event specified in subsection
(h) of Section
9.1, (a) the respective obligations of the Issuing Banks to issue Letters
of Credit shall automatically terminate, (b) the obligation of each Lender to
make Loans, if any, or issue Letters of Credit shall automatically terminate,
and (c) the unpaid principal amount of all outstanding Loans, if any, and all
interest and other amounts as aforesaid shall automatically become due and
payable without further act of Administrative Agent or any Lender.

    


    (ae)           Schedule
1.1 of the
Revolving Credit Agreement is hereby deleted in its entirety and replaced with
Schedule
1.1 attached hereto titled “REVOLVER LENDER COMMITMENT
SCHEDULE”.

    


    2.           Amendments
to the Term A Credit Agreement.

    


    (a)           Section
1.1 of the Term A Credit Agreement is hereby amended to delete the
definitions of “Cash Flow From
Operations,” “Combined Total
Home Building Debt,” “Consolidated Home
Building Net Income,” “Excluded
Subsidiaries,” “Home Building
EBITDA,” “Maturity
Date,” and “Prime
Rate,” and replace such definitions with the following:

    


    “Cash Flow From
Operations” means, for Borrower and its Subsidiaries (other than Excluded
Subsidiaries that are not Cash Pledgors), on a consolidated basis, for any
period, an amount equal to the sum of (without duplication) (a) net cash
provided from (or used in) operating activities plus (b) net proceeds from the
Disposition of properties and other assets, plus (c) Consolidated Home Building
Interest Incurred.

    


    “Combined Total
Home Building Debt” means, as of any date, without duplication, (a) all
funded debt of Borrower and its Subsidiaries determined on a consolidated basis
(excluding funded debt of Excluded Subsidiaries that are not Cash Pledgors),
plus (b) all funded
debt with recourse to any limited or general partnership in which Borrower or a
Subsidiary (other than an Excluded Subsidiary that is not a Cash Pledgor) is a
general partner, plus
(c) the sum of (i) all
reimbursement obligations with respect to drawn Financial Letters of Credit and
drawn Performance Letters of Credit, and (ii) the maximum amount
available to be drawn under all undrawn Financial Letters of Credit, in each
case issued for the account of, or guaranteed by, Borrower or any of its
Subsidiaries (other than Excluded Subsidiaries that are not Cash Pledgors),
plus (d) all guaranties
or other funding obligations of Borrower or a Subsidiary (other than an Excluded
Subsidiary that is not a Cash Pledgor) of funded debt of third parties
(including Excluded Subsidiaries that are not Cash Pledgors), provided, however, that in
the case of any loan to value maintenance agreements (or similar agreements) by
which Borrower or a Subsidiary agrees to maintain for a joint venture a minimum
ratio of indebtedness outstanding to value of collateral property, only amounts
owing by Borrower or a Subsidiary at the time of determination will be included
in the calculation of Combined Total Home Building Debt, plus (e) all Rate Hedging
Obligations of Borrower and its Subsidiaries (other than an Excluded Subsidiary
that is not a Cash Pledgor), minus (f) cash and Temporary
Cash Investments of Borrower and its Subsidiaries (other than Excluded
Subsidiaries that are not Cash Pledgors) not subject to any lien in excess of
$5,000,000 (other than liens securing obligations under the Loan Documents,
liens securing obligations under the Revolver Loan Documents and liens securing
obligations under the Term B Loan Documents).

    


    “Consolidated Home
Building Net Income” means, for any period, without duplication, the net
income (or loss) of Borrower and its Subsidiaries (excluding the Excluded
Subsidiaries that are not Cash Pledgors), determined in accordance with GAAP and
excluding the share thereof attributable to holders of ownership interests of
any Subsidiary (other than Borrower or a Subsidiary of Borrower).

    


    “Excluded
Subsidiaries” means, collectively, Standard Pacific Financing, Inc., FLS
(including any Subsidiaries thereof), Standard Pacific Financing, L.P., each
Special Purpose Entity (other than Non-Excluded Special Purpose Entities), and
any Home Building Joint Venture that Borrower designates as an “Excluded Subsidiary” by
written notice to Administrative Agent.

    


    “Home Building
EBITDA” means, for Borrower and its Subsidiaries (other than Excluded
Subsidiaries that are not Cash Pledgors) on a consolidated basis and for any
period, without duplication: (a) the sum of the following amounts attributable
to such period: (i) Consolidated Home Building Net Income; (ii) items
included in Consolidated Home Building Interest Expense to the extent such items
were deducted in the determination of Consolidated Home Building Net Income;
(iii) charges against income for all federal, state, and local taxes; (iv)
depreciation expense; (v) amortization expense; (vi) write-off of goodwill,
impairment charges, and other non-cash charges and expenses (including non-cash
charges resulting from accounting changes); (vii) cash distributions of income
earned by Excluded Subsidiaries and Home Building Joint Ventures actually
received during such period; and (viii) any losses arising outside of the
ordinary course of business which have been included in the determination of
Consolidated Home Building Net Income; less (b) (i) any non-cash gains or other
non-cash income, arising outside the ordinary course of business, which have
been included in the determination of Consolidated Home Building Net Income; and
(ii) income from Home Building Joint Ventures, which have been included in the
determination of Consolidated Home Building Net Income, all as determined on a
consolidated basis for Borrower and its Subsidiaries (excluding the Excluded
Subsidiaries that are not Cash Pledgors).

    


    “Maturity
Date” means December 15, 2009.

    


    “Prime
Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the sum of (i) the Federal Funds
Rate plus (ii) one half
of one percent (0.50%), (b) the sum of (i) the Daily Floating
Libor Rate plus (ii)
two and one quarter percent (2.25%), and (c) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America as its
“prime rate.”  The “prime rate” is a rate set by Bank of America based
upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in the prime rate announced by Bank of America, the
Federal Funds Rate, or the Daily Floating Libor Rate shall take effect at the
opening of business on the day specified in the public announcement of such
change.

    


    (b)           Section
1.1 of the Term A Credit Agreement is hereby amended to add the following
new definitions thereto in the correct alphabetical order:

    


    “Cash
Pledgor” has the same meaning as defined in the Revolving Credit
Agreement.

    


    “Daily Floating
LIBOR Rate” means,
as of any date of determination, the per annum rate of interest equal to the
British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as reasonably selected by Administrative Agent
from time to time) at approximately 11:00 a.m. London time on the date of
determination for Dollar deposits being delivered in the London interbank market
for a term of one month commencing two (2) Business Days prior to that
day.  If such rate is not available at such time for any reason, then
the rate for that interest period will be determined by such alternate method as
reasonably selected by Administrative Agent.

    


    “Guarantee
Obligation” means, as to any Person, any (a) obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any indebtedness or other obligation payable or performable by
another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such indebtedness or other obligation of the payment or performance of such
indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any indebtedness or other
obligation of any other Person, whether or not such indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such indebtedness to obtain any such Lien).

    


    “Non-Excluded
Special Purpose Entity” means each Special Purpose Entity that Borrower
designates as a “Non-Excluded Special Purpose Entity” by written notice to
Administrative Agent; provided that no Cash Pledgor
shall be designated as a Non-Excluded Special Purpose Entity.

    


    “Payment
Date” has the meaning set forth in Section
4.2.

    


    “Project”
means any real property development (including, without limitation, the parcels
of real property that comprise, or are intended by the owner thereof to
comprise, all or any part of such development and any related “goods” and
“general intangibles” (in each case, within the meaning of the UCC)), regardless
of the stage of completion of such development.

    


    “Special Purpose
Entity” means (a) any Subsidiary of Borrower that has no assets other
than a single Project or series of related Projects and is engaged in no
business activities other than the acquisition, development, ownership and/or
operation of such Project or Projects and has no material indebtedness other
than indebtedness of such Subsidiary that is secured in whole or in part by such
Project or Projects (or any portion thereof), (b) each Cash Pledgor (other than
Borrower), and (c) any Subsidiary of SPIC that was formed for the purpose of
pledging, or has pledged, cash collateral to secure (i) letters of credit issued
for the account of Borrower or any of its Subsidiaries (other than Letters of
Credit issued hereunder), (ii) Specified Borrower Obligations, or (iii) any
Guarantee Obligation in respect of Specified Borrower Obligations.

    


    “Specified
Borrower Obligations” means obligations of Borrower secured in whole or
in part by cash collateral that have a scheduled final maturity after the Term B
Maturity, and such obligations either (a) were exchanged for or otherwise
incurred to refinance obligations of Borrower that had a scheduled final
maturity concurrent with or prior to the Term B Maturity, or (b) had a scheduled
final maturity date concurrent with or prior to the Term B Maturity that was
extended solely or partly in consideration for such pledge of cash
collateral.

    


    “Seventh
Amendment” means that certain Eighth Amendment to Revolving Credit
Agreement and Seventh Amendment to Term Loan A Credit Agreement executed to be
effective as of the Seventh Amendment Effective Date, by and among Borrower,
Administrative Agent, each Lender party thereto, and certain other parties
thereto.

    


    “Seventh Amendment
Effective Date” means August 12, 2009, the effective date of the Seventh
Amendment.

    


    “SPIC”
means Standard Pacific Investment Corp., a Delaware corporation.

    


    “Revolver Loan
Documents” means, as of any date of determination, the “Loan Documents” as defined in
the Revolving Credit Agreement.

    


    “Revolver
Loans” means, as of any date of determination, the “Loans” as defined in the
Revolving Credit Agreement outstanding under the Revolving Credit Agreement as
of such date.

    


    “Term B
Lenders” means, as of any date of determination, each of the “Lenders” as defined in the
Term B Credit Agreement party to the Term B Credit Agreement as of such
date.

    


     “Term B Loan
Documents” means, as of any date of determination, the “Loan Documents” as defined in
the Term B Credit Agreement.

    


    “Term B
Loans” means, as of any date of determination, the “Term Loans” as defined in the
Term B Credit Agreement outstanding under the Term B Credit Agreement as of such
date.

    


    “Term B
Maturity” means the Maturity Date under and as defined in the Term Loan B
Credit Agreement.

    


    “UCC” means
the Uniform Commercial Code as in effect from time to time in the state of
California or, when the laws of any other jurisdiction govern the method or
manner of the perfection or enforcement of any security interest in any
collateral, with respect to such collateral, the Uniform Commercial Code (or any
successor statute) of such jurisdiction.

    


    (c)           Section
4.1(g) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (g)           Intentionally
deleted.

    


    (d)           Section
4.1 of the Term A Credit Agreement is hereby amended to add the following
new clause
(i) at the end thereof:

    


    (i)           On
or before the Seventh Amendment Effective Date, Borrower shall prepay the Term
Loans in an amount equal to $33,416,691.21, together with all accrued, but
unpaid, interest thereon.

    


    (e)           Section
4.2 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    4.2           Other
Fees.  Borrower shall pay to Administrative Agent, (a) for its
account and the accounts of Arranger and Lenders, the fees in the amounts and at
the times specified in the Fee Letter and (b) if Borrower has failed to comply
with at least one (1) of the financial covenants set forth in Section
8.20(a) for any fiscal quarter of Borrower ended after the Seventh
Amendment Effective Date, a fee, payable to the Lenders on the date that is the
forty-fifth (45th) day (a
“Payment
Date”) after the last day of such fiscal quarter, in an amount equal to
the result of (i) fifty
basis points (0.50%) times (ii) the outstanding
principal amount of all Term Loans as of such Payment Date.  Such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever.

    


    (f)           Section
7.2(c)(iii) of the Term A Credit Agreement is hereby amended by deleting
the words “this Agreement” set forth therein and inserting in lieu thereof the
words “any Loan Document”.

    


    (g)           Section
7.4(a) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (a)           Exhibit G
correctly sets forth, as of the last day of the most recent fiscal quarter of
Borrower, the names and jurisdictions of incorporation or formation of all
Subsidiaries of Borrower.  Borrower may update Exhibit G
from time to time by sending written notice to Administrative
Agent.

    


    (h)           Section
7.9 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    7.9           Pension
Plan.                                Neither
Borrower nor any Subsidiary (other than an Excluded Subsidiary) maintains or
contributes to any Plan other than Plans as to which Borrower or a Subsidiary
has complied with all applicable Laws (except where the failure to comply could
not reasonably be expected to have a Material Adverse Effect).

    


    (i)           Section
8.1(e) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (e)           at
the time of the delivery of the financial statements described in Sections
8.1(b), (c), and
(d),
a certificate of the chief financial officer, corporate controller, or the
treasurer of Borrower that (i) states that to the knowledge of such officer no
Default or Event of Default exists, or if such an event exists, stating the
nature thereof and the action that Borrower proposes to take with respect
thereto, and (ii) unless Borrower has elected to comply with Section
8.20(b) for the applicable period (in which case no such demonstration of
compliance shall be required to be included in such certificate), demonstrates
in reasonable detail that Borrower was in compliance for the applicable period
with at least one (1) of the financial covenants set forth in Section
8.20(a) (including a reconciliation of the amounts used to calculate such
financial covenants pursuant to Section 8.20(a)
to such financial statements);

    


    (j)           Section
8.1(f) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (f)           Intentionally
deleted.

    


    (k)           Section
8.1(h) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (h)           such
other information about the business, assets, operation, or condition, financial
or otherwise, of Borrower or any Subsidiary (other than any Excluded Subsidiary
that is not a Cash Pledgor), as Administrative Agent may reasonably request from
time to time;

    


    (l)           Section
8.1(i) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (i)           Intentionally
deleted.

    


    (m)           Section
8.1(j) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (j)           Intentionally
deleted.

    


    (n)           Section
8.1(k) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (k)           Intentionally
deleted.

    


    (o)           Section 8.1(m) of
the Term A Credit Agreement is hereby deleted in its entirety and replaced
with the following:

    


    (m)           so
long as any commitment remains in effect under the Revolving Credit Agreement or
any letters of credit under the Revolving Credit Agreement or Term Loans remain
outstanding, at the time of the delivery of the financial statements described
in Sections
8.1(b), (c), and
(d),
condensed combining balance sheets and income statements, a schedule,
substantially in the form of Schedule
8.1(m) attached hereto (as the form of such schedule may be updated from
time to time), and such other additional information that any Lender (through
Administrative Agent) may reasonably request from time to time, regarding
Borrower’s interests and obligations related to active homebuilding and land
development joint ventures in which Borrower owns a direct or indirect interest;
and

    


    (p)           Section
8.1(n) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (n)           Intentionally
deleted.

    


    (q)           Section
8.4 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.4           Maintenance of
Properties.  Borrower shall maintain, preserve, and protect,
and cause each Subsidiary (other than an Excluded Subsidiary) to maintain,
preserve, and protect, all of its properties in good order and condition,
subject to wear and tear in the ordinary course of business and, in the case of
unimproved properties, damage caused by the natural elements, and not permit any
Subsidiary (other than an Excluded Subsidiary) to permit, any waste of its
properties, except that neither (a) the failure to maintain, preserve and
protect any of such properties that could not reasonably be expected to have a
Material Adverse Effect, nor (b) the failure to maintain, preserve, and protect
any of such properties due to compliance with a written order from a
Governmental Authority, will constitute a violation of this Section
8.4.

    


    (r)           Section
8.9 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.9           Subsidiary
Guaranties.  Borrower shall cause each Material Subsidiary that
does not provide a Guaranty hereunder on the Closing Date to provide a Guaranty
hereunder and such other documentation required by Administrative Agent, all in
form and substance reasonably acceptable to Administrative Agent within thirty
(30) days (or such longer period as may be determined by Administrative Agent in
its sole discretion) after the date on which such Subsidiary qualifies as a
Material Subsidiary; provided
that if any Subsidiary that provides or has provided a Guaranty hereunder
(i) is sold or otherwise disposed of to a Person other than Borrower or one of
Borrower’s Subsidiaries, or (ii) ceases, at any time, to qualify as a Material
Subsidiary, then, upon the request of Borrower, Administrative Agent shall, so
long as no Default or Event of Default exists or would result therefrom, release
such Subsidiary from its Guaranty pursuant to a release in form and substance
reasonably acceptable to Administrative Agent and Borrower.

    


    Notwithstanding the
foregoing, if, (a) as of the date of acquisition, formation, or creation
otherwise permitted hereunder of a new Subsidiary that is neither a Material
Subsidiary nor an Excluded Subsidiary, the aggregate amount of assets (other
than ownership interests in, and intercompany indebtedness of, other
Subsidiaries) owned by all Subsidiaries that are not Material Subsidiaries,
Excluded Subsidiaries or Guarantors, exceeds five percent (5%) of Consolidated
Tangible Net Worth, then Borrower shall cause such Subsidiary to provide a
Guaranty under this Section
8.9, or (b) at any time any Subsidiary (other than any Excluded
Subsidiary) shall execute a guaranty of any Senior Unsecured Homebuilding Debt
(other than the Term Loans and other obligations under the Loan Documents, the
Revolver Loans and other obligations under the Revolver Loan Documents, the Term
B Loans and other obligations under the Term B Loan Documents and any
Subordinated Debt), then Borrower shall cause such Subsidiary (whether or not it
is a Material Subsidiary) to provide a Guaranty under this Section
8.9.

    


    (s)           Section
8.10 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.10           Mergers.  Borrower
shall not merge or consolidate, or permit any Guarantor or Cash Pledgor to merge
or consolidate, with or into any Person, except that (a) no merger or
consolidation in connection with the sale of Standard Pacific Financing, L.P. or
Standard Pacific Financing, Inc. (or any of their respective Subsidiaries) will
constitute a violation of this covenant (provided that the corporate existence
of Borrower, if a party to such merger or consolidation, is continued), (b) any
Subsidiary may merge into Borrower (provided that the surviving entity is
Borrower) or into any other Subsidiary (provided that Borrower complies with
Section
8.9), (c) no merger or consolidation in connection with an acquisition
will constitute a violation of this covenant (provided that the corporate
existence of Borrower, if a party to such merger or consolidation, is continued
and no Change of Control occurs as a result of such merger or consolidation),
and (d) no merger or consolidation in connection with a disposition will
constitute a violation of this covenant (provided that the corporate existence
of Borrower, if a party to such merger or consolidation, is continued and no
Change of Control occurs as a result of such merger or
consolidation).

    


    (t)           Section
8.11 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.11           Intentionally
deleted.

    


    (u)           Section
8.12 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.12           Intentionally
deleted.

    


    (v)           Section
8.13 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.13           Intentionally
deleted.

    


    (w)           Section
8.14 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.14           Intentionally
deleted.

    


    (x)           Section
8.15 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.15           Intentionally
deleted.

    


    (y)           Section
8.16 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.16           Intentionally
deleted.

    


    (z)           Section
8.17 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.17           Intentionally
deleted.

    


    (aa)           Section
8.20 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.20           Financial
Covenants.  For each fiscal quarter of Borrower ended after the
Eighth Amendment Effective Date and so long as any Term Loans or Term B Loans
remain outstanding, Borrower shall, in its sole discretion, either:

    


    (a)           Comply
with at least one (1) of the following financial covenants:

    


    (i)  not
permit, as of the last day of such fiscal quarter of Borrower, the ratio of (A)
Cash Flow From Operations to (B) Consolidated Home Building Interest Incurred
less non-cash interest
expense, for the period of four (4) consecutive fiscal quarters then ended, to
be less than 1.0 to 1.0;

    


    (ii)  not
permit, as of the last day of such fiscal quarter of Borrower, the ratio of (A)
Home Building EBITDA to (B) Consolidated Home Building Interest Incurred less non-cash interest
expense, for the period of four (4) consecutive fiscal quarters then ended, to
be less than 1.0 to 1.0; or

    


    (iii)  not
permit, as of the last day of such fiscal quarter of Borrower, the ratio of (A)
Combined Total Home Building Debt to (B) Consolidated Tangible Net Worth, to be
greater than 3.00 to 1.0.

    


    Or

    


    (b)           Prepay,
on or before the date that is the forty-fifth (45th) day
after the last day of such fiscal quarter, (i) the unpaid principal amount of
the Term A Loans (if any) and (ii) the unpaid principal amount of the Term B
Loans (if any), on a ratable basis among the Term A Lenders and the Term B
Lenders based on the then outstanding principal amount of the Term A Loans and
the Term B Loans, in an aggregate amount equal to $7,500,000 for such fiscal
quarter.

    


    (bb)           Section
8.21 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.21           Intentionally
deleted.

    


    (cc)           Section
8.22 of the Term A Credit Agreement is hereby deleted in its entirety and
replaced with the following:

    


    8.22           Intentionally
deleted.

    


    (dd)           Section
9.1(c)(i) of the Term A Credit Agreement is hereby deleted in its
entirety and replaced with the following:

    


    (i)           any
applicable covenant or agreement contained in Sections 8.1,
8.9, or 8.20;
or

    


    (ee)           Section
9.1(e) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (e)           Intentionally
deleted; or

    


    (ff)           Section
9.1(f) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (f)           without
the prior written consent of each Lender, (i) Borrower is dissolved or
liquidated or (ii) all or substantially all of the assets of Borrower are sold
or otherwise transferred (other than the transfer of a security interest) or
(iii) any material assets of Borrower are sold or otherwise transferred (other
than the transfer of a security interest) outside the ordinary course of
business other than in the case of this clause
(iii), (A) for fair consideration (as determined by Borrower in its
reasonable business judgment) in an arm’s length transaction or (B) to a
Guarantor; or

    


    (gg)           Section
9.1(g) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (g)           without
the prior written consent of the Aggregate Majority Lenders, (i) any Guarantor
is dissolved or liquidated, except to the extent permitted by Sections 8.3 or
8.10 or (ii) (x) all or substantially all of the assets of any Guarantor
are sold or otherwise transferred (other than the transfer of a security
interest) or (y) any material assets of any Guarantor are sold or otherwise
transferred (other than the transfer of a security interest) outside the
ordinary course of business other than, in the case of this clause
(ii), (A) for fair consideration (as determined by such Guarantor in its
reasonable business judgment) in an arm’s length transaction(or on terms as
favorable to Borrower and its Subsidiaries as would be obtained in an arm’s
length transaction), or (B) to Borrower or another Guarantor, or (C) to the
extent permitted by Sections 8.3
or
8.10; or

    


    (hh)           Section
9.1(h) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (h)           Borrower
or any Guarantor is the subject of an order for relief by any bankruptcy court,
or is unable or admits in writing its inability to pay its debts as they mature
or makes an assignment for the benefit of creditors; Borrower or any Guarantor
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, or similar officer for it or for all or
substantially all of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, or similar officer is appointed in
respect of Borrower or any Guarantor without the application or consent of
Borrower or such Guarantor and the appointment continues undischarged or
unstayed for sixty (60) days; or Borrower or any Guarantor institutes or
consents to any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, custodianship, conservatorship, liquidation,
rehabilitation, or similar proceeding relating to it or to all or substantially
all of its property, under the laws of any jurisdiction; or any similar
proceeding is instituted with respect to Borrower or any Guarantor without the
consent of Borrower or such Guarantor, and continues undismissed or unstayed for
forty-five (45) days; or any judgment, writ, warrant of attachment, or execution
or similar process is issued or levied against all or substantially all of the
property of Borrower or any Guarantor, and is not released, vacated or fully
bonded within forty-five (45) days after its issue or levy; provided that notwithstanding
the foregoing, any Guarantor may be reorganized, dissolved or liquidated and all
or substantially all of the assets of any Guarantor may be liquidated, to the
extent permitted by Sections
8.3 or 8.10;
or

    


    (ii)           Section
9.1(i) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (i)           Borrower
or any Guarantor shall (i) fail to pay any indebtedness (other than Seller
Nonrecourse Debt) to any other Person or any interest or premium thereon, when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such indebtedness,
or (ii) fail to perform any term, covenant, or condition on its part to be
performed under any agreement or instrument relating to any such indebtedness
(other than Seller Nonrecourse Debt), when required to be performed, and such
failure shall continue after the applicable grace period, if any, specified in
such agreement or instrument, if the effect of such failure to perform is to
cause such indebtedness to be demanded or otherwise become due or to be
repurchased, prepaid, defeased, or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease, or redeem such indebtedness to be made,
prior to its stated maturity (except for due on sale clauses); provided, however, that any
failure to pay or perform as specified in subparagraphs
(i) or (ii)
immediately above with respect to indebtedness in a total aggregate amount not
to exceed $25,000,000 shall not constitute an event of default hereunder;
or

    


    (jj)           Section
9.1(j) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (j)           any
Guarantor shall reject or disaffirm its Guaranty (other than as a result of a
transaction not otherwise prohibited by this Agreement), or otherwise notify
Administrative Agent that it does not intend the Guaranty or its liability
thereunder to apply to any one or more future Borrowings or other Obligations;
or

    


    (kk)           Section
9.1(k) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (k)           Intentionally
deleted.

    


    (ll)           Section
9.1(l) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (l)           Intentionally
deleted.

    


    (mm)                      Section
9.1(m) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (m)           there
is entered against Borrower or any Guarantor a final unsatisfied judgment or
order for the payment of money in an aggregate amount exceeding $10,000,000 (to
the extent not covered by insurance as to which the insurer has not disputed
coverage in writing) that has not been vacated or discharged and (i) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (ii)
there is a period of ten (10) consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, is not in effect; or

    


    (nn)           Section
9.1(s) of the Term A Credit Agreement is hereby deleted in its entirety
and replaced with the following:

    


    (s)           Intentionally
deleted.

    


    (oo)           Schedule
1.1 of the
Term A Credit Agreement is hereby deleted in its entirety and replaced with
Schedule
1.1 attached hereto titled “TERM A LOAN LENDER COMMITMENT
SCHEDULE”.

    


    3.           Amendment
of Revolving Credit Agreement, Term A Credit Agreement, and Other Loan
Documents.

    


    (a)           All
references in the Loan Documents to the Revolving Credit Agreement shall
henceforth include references to the Revolving Credit Agreement, as modified and
amended by this Amendment, and as may, from time to time, be further modified,
amended, renewed, extended, restated, replaced, and/or increased.

    


    (b)           All
references in the Loan Documents to the Term A Credit Agreement shall henceforth
include references to the Term A Credit Agreement, as modified and amended by
this Amendment, and as may, from time to time, be further modified, amended,
renewed, extended, restated, replaced, and/or increased.

    


    (c)           Any
and all of the terms and provisions of the Loan Documents under the Revolving
Credit Agreement and the Loan Documents under the Term A Credit Agreement
(collectively, the “Facility
Documents”) are hereby amended and modified wherever necessary, even
though not specifically addressed herein, so as to conform to the amendments and
modifications set forth herein.

    


    4.           Ratifications.  Borrower
(a) ratifies and confirms all provisions of the Facility Documents as amended by
this Amendment, (b) ratifies and confirms that all guaranties, assurances, and
liens granted, conveyed, or assigned to Revolver Administrative Agent, Term
Administrative Agent, or any Lender under the Facility Documents are not
released (except to the extent expressly contemplated by the amendments to the
Revolving Credit Agreement and the Term A Credit Agreement effected by this
Amendment), reduced, or otherwise adversely affected by this Amendment and
continue to guarantee, assure, and secure full payment and performance of the
present and future Obligations under the Revolving Credit Agreement and
Obligations under the Term A Credit Agreement, and (c) agrees to perform
such acts and duly authorize, execute, acknowledge, deliver, file, and record
such additional documents, and certificates as Revolver Administrative Agent or
Term Administrative Agent may reasonably request in order to create, perfect,
preserve, and protect such guaranties, assurances, and liens in accordance with
the terms of the Facility Documents.

    


    5.           Representations.  Borrower
represents and warrants to Revolver Administrative Agent, Term Administrative
Agent, the Revolver Lenders, and the Term A Lenders that as of the date of this
Amendment and after giving effect thereto: (a) this Amendment and each
other document entered into by Borrower and each Guarantor in connection with
this Amendment (collectively, the “Amendment
Documents”), have been duly authorized, executed, and delivered by
Borrower and each Guarantor; (b)  no action of, or filing with, any
Governmental Authority is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance of the Amendment
Documents by Borrower or any Guarantor; (c) the Facility Documents, as
amended by this Amendment, are valid and binding upon Borrower and each
Guarantor and are enforceable against Borrower and each Guarantor in accordance
with their respective terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors’
rights generally or by general principles of equity; (d) the execution,
delivery, and performance of this Amendment by Borrower and each Guarantor do
not require the consent of any other Person and do not and will not constitute a
violation of any order of any Governmental Authority, or material agreements to
which Borrower or any Guarantor is a party thereto or by which Borrower or any
Guarantor is bound; (e) all representations and warranties in the Facility
Documents (as modified by this Amendment) are true and correct in all material
respects on and as of the date of this Amendment, except to the extent that (i)
any of them speak to a different specific date, or (ii) the facts on which any
of them were based have been changed by transactions contemplated or permitted
by the Revolving Credit Agreement and the Term A Credit Agreement; and (f)
immediately after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing under the Revolving Credit Agreement or
the Term A Credit Agreement.

    


    6.           Conditions.  This
Amendment shall not be effective unless and until:

    


    (a)           Revolver
Administrative Agent and Term Administrative Agent shall have received (i) this
Amendment duly executed by Borrower, Guarantors, Revolver Administrative Agent,
Term Administrative Agent, the Aggregate Majority Lenders, the Majority Lenders
under the Revolving Credit Agreement and the Majority Lenders under the Term A
Credit Agreement and (ii) an Account Guaranty and Security Agreement executed by
each Subsidiary of Borrower that is a Cash Pledgor as of the effective date of
this Amendment;

    


    (b)           Revolver
Administrative Agent and Term A Administrative Agent shall have received an
officer’s certificate of (i) Borrower certifying (A) as to the constituent
documents of Borrower (or, if applicable, as to the absence of any changes
thereto since the date such constituent documents of Borrower were last
certified to Revolver Administrative Agent and Term A Administrative Agent) and
(B) resolutions adopted by the Board of Directors of Borrower authorizing the
execution, delivery, and performance of the Amendment Documents and (ii) each
Subsidiary of Borrower that is a Cash Pledgor as of the effective date of this
Amendment certifying (A) the constituent documents of such Cash Pledgor, (B) the
incumbency of officers of such Cash Pledgor authorized to execute the Account
Guaranty and Security Agreement on behalf of such Cash Pledgor, (C) resolutions
adopted by the Board of Directors or similar governing body of such Cash Pledgor
authorizing the execution, delivery, and performance of the Account Guaranty and
Security Agreement executed by such Cash Pledgor, and (D) certificates of
existence and good standing, certified as of a recent date by the Secretary of
State of the State of formation of such Cash Pledgor;

    


    (c)           Revolver
Administrative Agent shall have received (i) such fees and expenses in such
amounts and at such times as heretofore set forth in a letter agreement between
Borrower, Revolver Administrative Agent and Banc of America Securities LLC, and
(ii) (without duplication of amounts payable under clause (i)
above), such other reasonable out-of-pocket fees and expenses of the Revolver
Administrative Agent as may be then due and payable by Borrower under the
Revolving Credit Agreement;

    


    (d)           Term
A Administrative Agent shall have received (i) such fees and expenses in such
amounts and at such times as heretofore set forth in a letter agreement between
Borrower, Term A Administrative Agent and Banc of America Securities LLC, and
(ii) (without duplication of amounts payable under clause (i)
above), such other reasonable out-of-pocket fees and expenses of the Term A
Administrative Agent as may be then due and payable by Borrower under the Term A
Credit Agreement;

    


    (e)           Cash
Pledgors shall have deposited into the Collateral Cash Accounts an amount equal
to the Required Cash Collateral Amount, and Administrative Agent shall have a
first priority lien, for the ratable benefit of each Issuing Bank and the
Revolver Lenders, in and to each Collateral Cash Account;

    


    (f)           Term
A Administrative Agent shall have received from Borrower a prepayment of the
outstanding principal balance of the Term A Loans in an amount equal to
$33,416,691.21, together with accrued, but unpaid, interest thereon, such that
the Principal Debt of the Term A Loans shall not exceed $3,712,965.69 in the
aggregate as of the effective date of this Amendment; and

    


    (g)           Revolver
Administrative Agent shall have received from Borrower a prepayment of the
Outstanding Amount of all Loans (under and as defined in the Revolving Credit
Agreement) together with accrued, but unpaid, interest thereon, such that the
Outstanding Amount of all such Loans shall not exceed $0.00 in the aggregate as
of the effective date of this Amendment.

    


    7.           Continued
Effect.  Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and conditions
of the Revolving Credit Agreement, the Term A Credit Agreement, and the other
Facility Documents, and all documents executed in connection therewith, shall
continue in full force and effect and shall remain enforceable and binding in
accordance with their respective terms.

    


    8.           Miscellaneous.  Unless
stated otherwise (a) the singular number includes the plural and vice versa and words of any
gender include each other gender, in each case, as appropriate, (b) headings and
captions may not be construed in interpreting provisions, (c) this Amendment
must be construed, and its performance enforced, under California law, (d) if
any part of this Amendment is for any reason found to be unenforceable, all
other portions of it nevertheless remain enforceable, and (e) this Amendment may
be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.

    


    9.           Parties. This Amendment shall
be binding upon and inure to the benefit of Borrower and Guarantors and their
respective successors and assigns, and upon Revolver Administrative Agent, Term
Administrative Agent and the Lenders and their respective successors and
assigns.

    


    10.           RELEASE.  BORROWER
AND EACH GUARANTOR HEREBY ACKNOWLEDGE THAT THE OBLIGATIONS UNDER THE REVOLVING
CREDIT AGREEMENT, EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM
A CREDIT AGREEMENT, AND EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH ARE
ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RESCISSION, SETOFF,
COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE OBLIGATIONS UNDER THE REVOLVING CREDIT AGREEMENT,
EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A CREDIT
AGREEMENT, AND EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ADMINISTRATIVE AGENT OR
ANY LENDER.  BORROWER AND EACH GUARANTOR HEREBY VOLUNTARILY AND
KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH AGENT-RELATED PERSON, EACH ISSUING
BANK, EACH LENDER AND ITS PREDECESSORS, AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, COUNSEL, AGENTS, ATTORNEYS-IN-FACT, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE “RELEASED
PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER OR ANY GUARANTOR MAY NOW OR
HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER
ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF THE
REVOLVING CREDIT AGREEMENT, ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH,
THE TERM A CREDIT AGREEMENT, OR ANY LOAN DOCUMENT EXECUTED IN CONNECTION
THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE REVOLVING CREDIT
AGREEMENT, ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A CREDIT
AGREEMENT, OR ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, AND
NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

    


    11.           Waiver of Section 1542 of the Civil
Code of California.  Borrower and each Guarantor hereby
expressly waive the provisions of Section 1542 of the Civil Code of California,
which provides as follows:

    


    “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with
the debtor.”

    


    12.           Entireties.   The
Revolving Credit Agreement, The Term A Credit Agreement, and the other Loan
Documents, as amended by this Amendment, represent the final agreement between
the parties about the subject matter of the Revolving Credit Agreement and The
Term A Credit Agreement, 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.

    


    [Remainder
of Page Intentionally Left Blank; Signature Pages Follow]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    EXECUTED
as of the day and year first mentioned.

    


    


    STANDARD PACIFIC CORP., a
Delaware corporation

    


    


    
      	 
      	 
      
	
              By:

            	
              /s/
      John Stephens

            
	 
      	
              John
      Stephens

            
	 
      	
              Title:
      Senior Vice President & Chief Financial Officer

               

            
	 
      	 
      
	
              By:

            	
              /s/
      Lloyd H. McKibbin

            
	 
      	
              Lloyd
      H. McKibbin

            
	 
      	
              Senior
      Vice President and Treasurer

               

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    


    BANK
OF AMERICA, N.A.,

    as
Revolver Administrative Agent

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Ann E. Superfisky

            
	 
      	
              Name:                      Ann
      E. Superfisky

            
	 
      	
              Title:                      Vice
      President

            


    

    


    


    BANK
OF AMERICA, N.A.,

    as
Term Administrative Agent

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Ann E. Superfisky

            
	 
      	
              Name:                    Ann
      E. Superfisky

            
	 
      	
              Title:                      Vice
      President

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    BANK
OF AMERICA, N.A.,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Ann E. Superfisky

            
	 
      	
              Name:                    Ann
      E. Superfisky

            
	 
      	
              Title:                      Vice
      President

            


    

    


    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    JPMORGAN
CHASE BANK, N.A.,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Kimberly Turner

            
	 
      	
              Name:                    Kimberly
      Turner

            
	 
      	
              Title:                      Executive
      Director

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    


    THE
ROYAL BANK OF SCOTLAND PLC,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Matthew S. Rosecrans

            
	 
      	
              Name:                    Matthew
      S. Rosecrans

            
	 
      	
              Title:                      Vice
      President

            


    


    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    CREDIT
SUISSE, CAYMAN ISLANDS BRANCH,

    as
a Revolving Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Mikhail Faybusovich

            
	 
      	
              Name:                    Mikhail
      Faybusovich

            
	 
      	
              Title:                      Vice
      President

            


    

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Christopher Reo Day

            
	 
      	
              Name:                   
      Christopher Reo Day

            
	 
      	
              Title:                      Associate

            


    

    


    


    


    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    


    


    PNC
BANK, NATIONAL ASSOCIATION,

    as
a Revolving Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Luis Donoso

            
	 
      	
              Name:                    Luis
      Donoso

            
	 
      	
              Title:                      Vice
      President

            


    

    


    


    


    


    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    COMERICA
BANK,

    as
a Revolving Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Jonathan R. Ward

            
	 
      	
              Name:                    Jonathan
      R. Ward

            
	 
      	
              Title:                      VP
      – Western Market

            


    


    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    REGIONS BANK, formerly known
as AmSouth Bank

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Ronny Hudspeth

            
	 
      	
              Name:                    Ronny
      Hudspeth

            
	 
      	
              Title:                      Sr.
      Vice President

            


    


    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    BANK
OF THE WEST,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Jan Mamsta

            
	 
      	
              Name:                    Jan
      Mamsta

            
	 
      	
              Title:                      Vice
      President

            
	 
      	 
      
	
              By:

            	
              /s/
      Sharon Fisher

            
	 
      	
              Name:                      Sharon
      Fisher

            
	 
      	
              Title:                      Senior
      Vice President

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    CALYON
NEW YORK BRANCH,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Robert Smith

            
	 
      	
              Name:                    Robert
      Smith

            
	 
      	
              Title:                      Managing
      Director

            
	 
      	 
      
	
              By:

            	
              /s/
      David Cagle

            
	 
      	
              Name:                    David
      Cagle

            
	 
      	
              Title:                      Managing
      Director

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    CITY
NATIONAL BANK,

    as
a Revolving Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Xavier Barrera

            
	 
      	
              Name:                    Xavier
      Barrera

            
	 
      	
              Title:                      Vice
      President

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    UNION
BANK, N.A.,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Brian Brown

            
	 
      	
              Name:                    Brian
      Brown

            
	 
      	
              Title:                      Vice
      President

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    WELLS
FARGO BANK, NATIONALASSOCIATION,

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      La Veria Baker

            
	 
      	
              Name:                    La
      Veria Baker

            
	 
      	
              Title:                      Loan
      Adjustor

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    CALIFORNIA
BANK & TRUST,

    as
a Revolving Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Marisa Dory

            
	 
      	
              Name:                    Marisa
      Dory

            
	 
      	
              Title:                      Senior
      Vice President

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    MIDFIRST BANK, a federally
chartered savings association,

    as
a Revolving Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Darrin Rigler

            
	 
      	
              Name:                    Darrin
      Rigler

            
	 
      	
              Title:                      Vice
      President

            


    

    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND SEVENTH AMENDMENT TO
TERM LOAN A CREDIT AGREEMENT

    EXECUTED
BY

    STANDARD
PACIFIC CORP., AS BORROWER,

    BANK
OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

    BANK
OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

    THE
REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

    


    NATIXIS (fka
Natexis Banques Populaires),

    as
a Revolving Lender and a Term A Lender

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Marie-Edith Dugeny

            
	 
      	
              Name:                    Marie-Edith
      Dugeny

            
	 
      	
              Title:                      Managing
      Director

            


    

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Zineb Bouazzaoui

            
	 
      	
              Name:                    Zineb
      Bouazzaoui

            
	 
      	
              Title:                      Associate
      Director

            


    


    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    To induce
the Revolver Administrative Agent, the Term Administrative Agent, the Revolver
Lenders, and the Term A Lenders to enter into this Amendment, the undersigned
jointly and severally (a) consent and agree to the Amendment’s execution
and delivery, (b) ratify and confirm that all guaranties, assurances, and liens
granted, conveyed, or assigned to Administrative Agent and Lenders under the
Facility Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment and continue to guarantee, assure, and
secure the full payment and performance of all present and future Obligations
(except to the extent specifically limited by the terms of such guaranties,
assurances, or liens), (c) agree to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional guaranties,
assignments, security agreements, deeds of trust, mortgages, and other
agreements, documents, instruments, and certificates as Administrative Agent may
reasonably deem necessary or appropriate in order to create, perfect, preserve,
and protect those guaranties, assurances, and liens, (d) waive notice of
acceptance of this consent and agreement, which consent and agreement binds the
undersigned and their successors and permitted assigns and inures to the
Administrative Agent and Lenders and their respective successors and permitted
assigns, and (e) expressly acknowledge and agree to the terms and conditions of
Sections
11 and 12 of this
Amendment.

    


    GUARANTORS:

    


    Barrington
Estates, LLC, a Delaware limited liability company

    Camarillo
Village Park, LLC, a Delaware limited liability company

    Foundry
Lofts, LLC, a Delaware limited liability company

    Hilltop
Residential, Ltd., a Florida limited partnership

    Lagoon Valley
Residential, LLC, a California limited liability company

    LB/L-Duc
III Antioch 333, LLC, a Delaware limited liability company

    Menifee
Development, LLC, a California limited liability company

    Parcel
NLV 3.4, LLC, a Nevada limited liability company

    Parcel
NLV 4.1, LLC, a Nevada limited liability company

    Parcel
NLV 5.1, LLC, a Nevada limited liability company

    Redwood
Lofts, LLC, a California limited liability company

    Standard
Pacific Investment Corp., a Delaware corporation

    Standard
Pacific of Arizona, Inc., a Delaware corporation

    Standard
Pacific of Central Florida, a Florida general partnership

    Standard
Pacific of Colorado, Inc., a Delaware corporation

    Standard
Pacific of Jacksonville, a Florida general partnership

    Standard
Pacific of Las Vegas, Inc., a Delaware corporation

    Standard
Pacific of Orange County, Inc., a Delaware corporation

    Standard
Pacific of South Florida, a Florida general partnership

    Standard
Pacific of Southwest Florida, a Florida general partnership

    Standard
Pacific of Tampa, a Florida general partnership

    Standard
Pacific of Texas, Inc., a Delaware corporation

    Standard
Pacific of Tonner Hills, LLC, a Delaware limited liability company

    Standard
Pacific of the Carolinas, LLC, a Delaware limited liability company

    Walnut
Acquisition Partners, LLC, a California limited liability company

    


    


    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              By:

            	 
      	
              /s/
      John Stephens

            
	 
      	 
      	
              John Stephens, in his
      capacity as Principal Financial and Accounting Officer and Treasurer of
      each of the above Guarantors which is a corporation, and in his capacity
      as Principal Financial and Accounting Officer of each general partner or
      managing member, as applicable, of each of the above Guarantors which is a
      partnership or limited liability company

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	 
      	
              /s/
      Lloyd H. McKibbin

            
	 
      	 
      	
              Lloyd H. McKibbin, in
      his capacity as Assistant Treasurer of each of the above Guarantors which
      is a corporation, and in his capacity as Assistant Treasurer of each
      general partner or managing member, as applicable, of each of the above
      Guarantors which is a partnership or limited liability
    company

            
	 
      	 
      	 
      


    


    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    STANDARD PACIFIC OF COLORADO,
INC., a Delaware corporation

    


    
      	 
      	 
      
	
              By:

            	
              /s/
      Kathleen R. Wade

            
	 
      	
              Kathleen
      R. Wade

            
	 
      	
              Vice
      President

               

            


    

    


    


    


    



    
      
        
          Signature
Page to Eighth Amendment to Revolving Credit Agreement and Seventh Amendment to
Term Loan A Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1

    


    REVOLVER LENDER COMMITMENT
SCHEDULE

    


    
      	
              Lender

            	
              Commitment

            	
              Share

            
	
              Bank
      of America, N.A.

            	
              $6,450,236.96

            	
              12.900473929%

            
	
              JPMorgan
      Chase Bank

            	
              $4,729,857.82

            	
              9.459715640%

            
	
              The
      Royal Bank of Scotland

            	
              $4,545,023.70

            	
              9.090047393%

            
	
              Wachovia
      Bank National Association

            	
              $4,393,364.93

            	
              8.786729858%

            
	
              SunTrust
      Bank

            	
              $2,369,668.25

            	
              4.739336493%

            
	
              Guaranty
      Bank

            	
              $2,606,635.07

            	
              5.213270142%

            
	
              PNC
      Bank, National Association

            	
              $2,369,668.25

            	
              4.739336493%

            
	
              Credit
      Suisse, Cayman Islands Branch

            	
              $2,132,701.42

            	
              4.265402843%

            
	
              Washington
      Mutual Bank

            	
              $2,606,635.07

            	
              5.213270142%

            
	
              Calyon
      New York Branch

            	
              $1,398,104.27

            	
              2.796208531%

            
	
              Comerica
      Bank

            	
              $1,658,767.77

            	
              3.317535546%

            
	
              US
      Bank National Association

            	
              $1,658,767.77

            	
              3.317535546%

            
	
              Citibank,
      N.A.

            	
              $1,056,872.04

            	
              2.113744076%

            
	
              Natixis

            	
              $1,056,872.04

            	
              2.113744076%

            
	
              Key
      Bank National Association

            	
              $1,658,767.77

            	
              3.317535546%

            
	
              Regions
      Bank

            	
              $1,488,151.66

            	
              2.976303318%

            
	
              Bank
      of the West

            	
              $1,421,800.95

            	
              2.843601896%

            
	
              City
      National Bank

            	
              $1,184,834.12

            	
              2.369668247%

            
	
              Union
      Bank, N.A.

            	
              $1,421,800.95

            	
              2.843601896%

            
	
              Wells
      Fargo Bank National Association

            	
              $1,421,800.95

            	
              2.843601896%

            
	
              California
      Bank and Trust

            	
              $947,867.30

            	
              1.895734597%

            
	
              Compass
      Bank

            	
              $710,900.47

            	
              1.421800948%

            
	
              MidFirst
      Bank

            	
              $710,900.47

            	
              1.421800948%

            
	
              AMOUNT

            	
              $50,000,000

            	
              100%

            


    


    
      
        
          Amendment   A- Amendment 8-K (2).doc


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1.1

    


    TERM A LOAN LENDER COMMITMENT
SCHEDULE

    


    


    
      	
              Lender

            	
              Amount

            	
              Percentage

            
	
              Bank
      of Oklahoma, N.A.

            	
              $
      74,259.31

            	
              2.000000%

            
	
              Bank
      of the West

            	
              $
      185,648.28

            	
              5.000000%

            
	
              Bank
      of America, N.A.

            	
              $
      720,315.35

            	
              19.400000%

            
	
              Calyon
      New York Branch

            	
              $
      204,213.11

            	
              5.500000%

            
	
              Citibank,
      N.A.

            	
              $
      471,546.64

            	
              12.700000%

            
	
              JPMorgan
      Chase Bank National Association

            	
              $
      471,546.64

            	
              12.700000%

            
	
              Natixis

            	
              $
      471,546.64

            	
              12.700000%

            
	
              Regions
      Bank

            	
              $
      133,666.76

            	
              3.600000%

            
	
              The
      Royal Bank of Scotland

            	
              $
      337,879.88

            	
              9.100000%

            
	
              Union
      Bank, N.A.

            	
              $
      185,648.28

            	
              5.000000%

            
	
              Wachovia
      Bank National Association

            	
              $
      271,046.50

            	
              7.300000%

            
	
              Wells
      Fargo Bank National Association

            	
              $
      185,648.28

            	
              5.000000%

            
	
              TOTAL

            	
              $ 3,712,965.69

            	
              100.00%

            


    

    


    


    


    



    
      
        
          Amendment   A- Amendment 8-K (2).doc