Confirmation, dated 9/25/07-JPMorgan Chase Bank



 Exhibit 10.2 
 

 
 JPMorgan Chase Bank, National Association 
 P.O. Box 161 
 60 Victoria Embankment 
 London EC4Y 0JP 
 England 
 September 25, 2007 
 To: Standard Pacific Corp. 
 15326 Alton Parkway 
 Irvine, California 92618 
 Re:
Call Option Transaction 
 The purpose of this communication (this “Confirmation”) is to set forth the terms and
conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Standard
Pacific Corp. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. 
 1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the
“2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the “Definitions”), in each
case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. Certain defined
terms used herein have the meanings assigned to them in the Senior Subordinated Indenture dated as of April 10, 2002, between Counterparty and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company, N.A.
and J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”) (the “Base Indenture”), as amended and supplemented by a third supplemental indenture dated as of September 24, 2007 between
Counterparty and The Bank of New York Trust Company, N.A., as trustee (the “Supplemental Indenture” and, the Base Indenture as so amended and supplemented, the “Indenture”) relating to the USD100,000,000 principal
amount of 6.00% Convertible Senior Subordinated Notes due 2012 (the “Convertible Notes”, which term shall include any Additional Convertible Notes (as defined below)). In the event of any inconsistency between the terms defined in
the Indenture and this Confirmation, this Confirmation shall govern. For the avoidance of doubt, (i) the Transaction shall be the only transaction under the Agreement and (ii) references herein to sections of the Indenture are based on the
draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Indenture are changed, added or renumbered between the execution of this Confirmation and the execution of
the Supplemental Indenture, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties. The parties further acknowledge that references to the Indenture herein are references to the Indenture as in effect
on the date of its execution and if the Indenture is amended following its execution, any such amendment will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing. The Transaction is subject to early unwind
if the closing of the Convertible Notes is not consummated for any reason, as set forth below in Section 8(k). 
 Each party is hereby
advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to
which this Confirmation relates on the terms and conditions set forth below. 
 JPMorgan Chase Bank, National Association 

Organised under the laws of the United States as a National Banking Association. 
 Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 
 Registered as a branch
in England & Wales branch No. BR000746. Registered 
 Branch Office 125 London Wall, London EC2Y 5AJ 
 Authorised and regulated by the Financial Services Authority 







 This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the
terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer and Counterparty had executed an agreement
in such form on the date hereof (but without any Schedule). 
 All provisions contained in, or incorporated by reference to, the Agreement
will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern. 
 2. The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this
Confirmation relates are as follows: 
 General Terms: 
  

			
	Trade Date:	  	September 24, 2007
		
	Effective Date:	  	September 28, 2007
		
	Option Style:	  	Modified American, as described under “Procedures for Exercise” below.
		
	Option Type:	  	Call
		
	Seller:	  	Dealer
		
	Buyer:	  	Counterparty
		
	Shares:	  	The Common Stock of Counterparty, par value USD 0.01 per share (Ticker Symbol: “SPF”).
		
	Number of Options:	  	The number of Convertible Notes in denominations of USD1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Notes; provided
that the Number of Options shall be automatically increased as of the date of exercise by Credit Suisse Securities (USA) LLC, as representative of the Underwriters (as defined in the Underwriting Agreement), of their option pursuant to Section 2 of
the Underwriting Agreement dated as of September 24, 2007, among Counterparty and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc., as Underwriters (the “Underwriting Agreement”) by
the number of Convertible Notes in denominations of USD1,000 principal amount issued pursuant to such exercise (such Convertible Notes, the “Additional Convertible Notes”). For the avoidance of doubt, the Number of Options
outstanding shall be reduced by each exercise of Options hereunder.
		
	Option Entitlement:	  	As of any date, a number of Shares per Option equal to the “Conversion Rate” (as defined in the Indenture), but without regard to any adjustments to the Conversion Rate pursuant to
Sections 10.03 or 10.04(g) of the Supplemental Indenture) as of such date.

  

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	Strike Price:	  	As of any date, an amount in USD, rounded to the nearest cent (with 0.5 cents being rounded upwards), equal to USD1,000 divided by the Option Entitlement as of such date.
		
	Cap Price:	  	USD10.85
		
	Number of Shares:	  	The product of the Number of Options, the Option Entitlement and the Applicable Percentage.
		
	Applicable Percentage:	  	20%
		
	Premium:	  	USD1,824,000 (Premium per Option USD18.24); provided that if the Number of Options is increased pursuant to the proviso to the definition of “Number of Options” above, an
additional Premium equal to the product of the number of Options by which the Number of Options is so increased and the Premium per Option shall be paid on the Additional Premium Payment Date.
		
	Premium Payment Date:	  	The Effective Date
		
	Additional Premium Payment Date:	  	The closing date for the purchase and sale of the Additional Convertible Notes.
		
	Exchange:	  	The New York Stock Exchange
		
	Related Exchange:	  	All Exchanges

 Procedures for Exercise: 
  

			
	Exercise Date:	  	Each Conversion Date.
		
	Conversion Date:	  	Each “Conversion Date” (as defined in the Indenture) occurring during the Exercise Period for Convertible Notes submitted for conversion in accordance with the terms of the
Indenture that are not Excluded Convertible Notes (such Convertible Notes that are not Excluded Convertible Notes, each in denominations of USD1,000 principal amount, the “Relevant Convertible Notes” for such Conversion
Date).
		
	Excluded Convertible Notes:	  	Convertible Notes submitted for conversion with a Conversion Date prior to the 35th “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity
Date” (as defined in the Indenture).
		
	Exercise Period:	  	The period from and excluding the Effective Date to and including the Expiration Date.
		
	Expiration Date:	  	The earlier of (i) the last day on which any Convertible Notes remain outstanding and (ii) the second Scheduled Trading Day immediately preceding the Maturity Date.
		
	Automatic Exercise on	  	
	Conversion Dates:	  	On each Conversion Date, a number of Options equal to the number of Relevant Convertible Notes for such Conversion Date in denominations of USD1,000 principal amount shall be automatically
exercised, subject to “Notice of Exercise” below.

  

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	Notice Deadline:	  	In respect of any exercise of Options hereunder on any Conversion Date, the Scheduled Trading Day following such Conversion Date.
		
	Notice of Exercise:	  	Notwithstanding anything to the contrary in the Equity Definitions, Dealer shall have no obligation to make any payment or delivery in respect of any exercise of Options hereunder unless
Counterparty or the Trustee notifies Dealer in writing prior to 5:00 PM, New York City time, on the Notice Deadline in respect of such exercise of (i) the number of Options being exercised on such Exercise Date, (ii) the scheduled settlement date
under the Indenture for the Relevant Convertible Notes for the related Conversion Date, (iii) whether such Relevant Convertible Notes will be settled by Counterparty by delivery of cash, Shares or a combination of cash and Shares and, if such a
combination, the “Fixed Cash Amount” (as defined in the Indenture) and (iv) the first Scheduled Trading Day of the Settlement Period for such Relevant Convertible Notes. For the avoidance of doubt, if Dealer fails to receive notice when
due in respect of any exercise of Options hereunder, Dealer’s obligation to make any payment or delivery in respect of such exercise shall be permanently extinguished, and late notice shall not cure such failure. Counterparty acknowledges its
responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any Cash Election (as defined below) with respect to the
Convertible Notes.
		
	 Dealer’s Telephone Number
 and Telex and/or
Facsimile Number
 and Contact Details for purpose of
 Giving
Notice:
	  	JPMorgan Chase Bank, National Association
		  	277 Park Avenue, 11th Floor
		  	New York, NY 10172
		  	Attention: Eric Stefanik
		  	Title: Operations Analyst
		  	EDG Corporate Marketing
		  	Telephone No: (212) 622-5814
		  	Facsimile No: (212) 622-8534

 Settlement Terms: 
  

			
	Settlement Date:	  	For any Exercise Date, the settlement date for the Shares and/or cash to be delivered in respect of the Relevant Convertible Notes for the relevant Conversion Date under the terms of the
Indenture; provided that the Settlement Date shall not be prior to

  

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		  	the latest of (i) the date one Settlement Cycle following the final day of the Settlement Period for such Relevant Convertible Notes, (ii) the Exchange Business Day immediately following the
date on which Counterparty or the Trustee gives notice to Dealer of such Settlement Date prior to 5:00 PM, New York City time and (iii) the Exchange Business Day immediately following the date Counterparty or the Trustee provides the Notice of
Delivery Obligation prior to 5:00 PM, New York City time.
		
	Delivery Obligation:	  	In lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to “Notice of Exercise” above, in respect of any Exercise Date, Dealer will
deliver to Counterparty on the related Settlement Date a number of Shares and/or an amount of cash equal to the product of (x) the Applicable Percentage and (y) the aggregate number of Shares, if any, that Counterparty would be obligated to deliver
to the holder(s) of the Relevant Convertible Notes for such Conversion Date pursuant to clause (3)(ii) of the last paragraph of Section 10.02(b) of the Supplemental Indenture and/or the aggregate amount of cash, if any, in excess of USD1,000 per
Convertible Note (in denominations of USD1,000) that Counterparty would be obligated to deliver to holder(s) pursuant to clause (2) or clause (3)(i), as applicable, of Section 10.02(b) of the Supplemental Indenture (except that such aggregate number
of Shares shall be determined without taking into consideration any rounding pursuant to Section 10.02(i) of the Supplemental Indenture and shall be rounded down to the nearest whole number) if Counterparty had elected to satisfy its conversion
obligation in respect of such Relevant Convertible Notes by the Convertible Note Settlement Method, notwithstanding any different actual election by Counterparty with respect to the settlement of such Relevant Convertible Notes (such Shares and/or
cash required to be delivered under such section, collectively, the “Convertible Obligation”); provided that (i) if the Convertible Obligation exceeds the Capped Convertible Obligation, then the Delivery Obligation shall be
the Capped Convertible Obligation; (ii) the Convertible Obligation (and for the avoidance of doubt, the Capped Convertible Obligation) shall be determined excluding any Shares and/or cash that Counterparty would be so obligated to deliver to
holder(s) of the Relevant Convertible Notes as a direct or indirect result of any adjustments to the Conversion Rate pursuant to Section 10.04(g) of the Supplemental Indenture and any interest payment that Counterparty is (or would have been)
obligated to deliver to holder(s) of the Relevant Convertible Notes for such Conversion Date; and (iii) that if such exercise relates to the conversion of

  

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		  	Relevant Convertible Notes in connection with which holders thereof would be so entitled to receive additional Shares and/or cash pursuant to the adjustments to the Conversion Rate set forth
in Section 10.03 of the Supplemental Indenture, then the Delivery Obligation for such Exercise Date shall include such additional Shares and/or cash, except that such Delivery Obligation shall be capped so that the value of such Delivery Obligation
(with the value of any Shares included in the Delivery Obligation determined by the Calculation Agent using the “VWAP” (as defined in the Indenture) on the last day of the relevant Settlement Period) does not exceed the amount as
determined by the Calculation Agent that would be payable by Dealer pursuant to Section 6 of the Agreement if such Conversion Date were an Early Termination Date resulting from an Additional Termination Event with respect to which the Transaction
(except that, for purposes of determining such amount, (x) the Number of Options shall be deemed to be equal to the number of Options exercised on such Exercise Date and (y) such amount payable will be determined as if Section 10.03 of the
Supplemental Indenture were deleted) was the sole Affected Transaction and Counterparty was the sole Affected Party (determined without regard to Section 8(c) of this Confirmation), it being understood that the cap described in this clause (iii) is
in addition to, and cumulative with, the provisions of clause (ii) of this sentence. For the avoidance of doubt, if the “Daily Conversion Value” (as defined in the Indenture) for each of the Settlement Period Trading Days (as defined in
the Indenture) occurring in the relevant Settlement Period is less than or equal to USD33.3334, Dealer will have no delivery obligation hereunder in respect of the related Exercise Date. Notwithstanding the foregoing, and in addition to the caps
described in the preceding sentence, in all events the Delivery Obligation shall be capped so that the value of the Delivery Obligation does not exceed the value of the Convertible Obligation (with the Convertible Obligation determined based on the
actual settlement method elected by Counterparty with respect to such Relevant Convertible Notes instead of the Convertible Note Settlement Method and with the value of any Shares included in the either the Delivery Obligation or such Convertible
Obligation determined by the Calculation Agent using the VWAP on the last day of the relevant Settlement Period).
		
	Convertible Note Settlement Method:	  	For any Relevant Convertible Notes, if Counterparty has notified Dealer in the related Notice of Exercise that it has elected to satisfy its conversion obligation in respect of such Relevant
Convertible Notes in cash or in a combination of cash and Shares in accordance

  

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		  	with Section 10.02(b) of the Supplemental Indenture (a “Cash Election”) with a Fixed Cash Amount of at least USD1,000, the Convertible Note Settlement Method shall be the
settlement method actually so elected by Counterparty in respect of such Relevant Convertible Notes; otherwise, the Convertible Note Settlement Method shall assume Counterparty had made a Cash Election with respect to such Relevant Convertible Notes
with a Fixed Cash Amount of USD1,000 per Relevant Convertible Bond.
		
	Capped Convertible Obligation:	  	In respect of any Exercise Date occurring on a Conversion Date, the Convertible Obligation that would apply if the VWAP for each “Settlement Period Trading Day” (as defined in the
Indenture) in the Settlement Period were the lesser of (i) the Cap Price and (ii) the actual VWAP for such Settlement Period Trading Day.
		
	Notice of Delivery Obligation:	  	No later than the Exchange Business Day immediately following the last day of the relevant Settlement Period), Counterparty or the Trustee shall give Dealer notice of the final number of
Shares and/or cash comprising the relevant Convertible Obligation; provided that, with respect to any Exercise Date occurring during the period starting on the 35th Scheduled Trading Day immediately preceding the Maturity Date and ending on
the Maturity Date, Counterparty or the Trustee may provide Dealer with a single notice of the aggregate number of Shares and/or cash comprising the Convertible Obligations for all Exercise Dates occurring during such period (it being understood, for
the avoidance of doubt, that the requirement to deliver such notice shall not limit the notice obligations with respect to “Notice of Exercise” or Dealer’s obligations with respect to “Delivery Obligation”, each as set forth
above, in any way).
		
	Other Applicable Provisions:	  	To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if
“Physical Settlement” applied to the Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to
restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Buyer is the issuer of the Shares.
		
	Restricted Certificated Shares:	  	Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or in part, deliver Shares in certificated form representing the Number of Shares to be Delivered to
Counterparty in lieu of delivery through the Clearance System.

  

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 Adjustments: 
  

			
	Method of Adjustment:	  	Notwithstanding Section 11.2 of the Equity Definitions, upon the occurrence of any event or condition set forth in paragraphs (a), (b), (c), (d) or (e) of Section 10.04 of the Supplemental
Indenture, the Calculation Agent shall make the corresponding adjustment in respect of any one or more of the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement or payment of the Transaction, to the
extent an analogous adjustment is made under the Indenture, and may adjust the Cap Price as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such event (including adjustments to account for
changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction), which may, but need not, be determined by reference to the adjustment(s) made in respect of such event by an options exchange to
options on the relevant Shares traded on such options exchange, and determine the effective date of that adjustment; provided that the Cap Price shall not be so adjusted so that it is less than the Strike Price. As promptly as reasonably
practicable upon the occurrence of any “Adjustment Event” (as defined in the Indenture) Counterparty shall notify the Calculation Agent of such Adjustment Event; and once the adjustments to be made to the terms of the Indenture and the
Convertible Notes in respect of such Adjustment Event have been determined, Counterparty shall as promptly as reasonably practicable notify the Calculation Agent in writing of the details of such adjustments.

 Extraordinary Events: 
  

			
	Merger Events:	  	Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in Section 10.05 of the Supplemental Indenture
or Section 5.01 of the Base Indenture.
		
	Consequences of Merger Events:	  	Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent shall make the corresponding adjustment in respect of any adjustment under
the Indenture to any one or more of the nature of the Shares, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, to the extent an analogous adjustment is made
under the Indenture in respect of such Merger Event, and may adjust the Cap Price as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such event (including adjustments to account for changes in
volatility, expected dividends, stock loan rate or liquidity

  

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		  	relevant to the Shares or to the Transaction), which may, but need not, be determined by reference to the adjustment(s) made in respect of such event by an options exchange to options on the
relevant Shares traded on such options exchange, and determine the effective date of that adjustment; provided that the Cap Price shall not be so adjusted so that it is less than the Strike Price; and provided further that such adjustment
shall be made without regard to any adjustment to the Conversion Rate for the issuance of additional Shares as set forth in Sections 10.03 or 10.04(g) of the Supplemental Indenture; and provided further that, notwithstanding the foregoing,
with respect to a Merger Event, if the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person not organized under the laws of the United States, any State thereof or the District of
Columbia and the Calculation Agent determines that no adjustment that it could make to the Cap Price pursuant to this sentence would produce a commercially reasonable result in light of the impact of such Merger Event on Dealer’s ability to
preserve its hedging in respect of the Transaction (including hedge adjustment and hedge unwind activity), Cancellation and Payment (Calculation Agent Determination) shall apply.
		
	Notice of Merger Consideration:	  	In connection with any Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of
stockholder election), Counterparty shall reasonably promptly (but in any event no later than the later of the Merger Date and the date on which the merger consideration is known to Counterparty) notify the Calculation Agent of (i) the weighted
average of the types and amounts of consideration received or to be received by the holders of Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger Event who
affirmatively make such an election and (ii) the details of the adjustment made under the Indenture in respect of such Merger Event.
		
	Nationalization, Insolvency or Delisting:	  	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a
Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global
Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

  

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	Additional Disruption Events:	  	
		
	 (a) Change in Law:
	  	Applicable
		
	 (b) Insolvency Filing:
	  	Applicable
		
	Determining Party:	  	Dealer
		
	Non-Reliance:	  	Applicable
		
	Agreements and Acknowledgments Regarding Hedging Activities:	  	Applicable
		
	Additional Acknowledgments:	  	Applicable
		
	3. Calculation Agent:	  	Dealer
		
	4. Account Details:	  	
		
	 Dealer Payment Instructions:
	  	
	
	 JPMorgan Chase Bank, National Association, New York

	 ABA: 021 000 021

	 Favour: JPMorgan Chase Bank, National Association – London

	 A/C: 0010962009 CHASUS33

	
	 Account for delivery of Shares:

	
	 DTC 0060

	
	 Counterparty Payment Instructions:

	
	 To be provided by Counterparty.

		
	5. Offices:	  	
	
	 The Office of Dealer for the Transaction is: London

	
	 JPMorgan Chase Bank, National Association

	 London Branch

	 P.O. Box 161

	 60 Victoria Embankment

	 London EC4Y 0JP

	 England

	
	 The Office of Counterparty for the Transaction is:

	
	 15326 Alton Parkway
 Irvine, California 92618

	
	6. Notices: For purposes of this Confirmation:
	
	 (a)    Address for notices or communications to Counterparty:

	
	 To:                  Standard Pacific
Corp.

	                         15326
Alton Parkway

	                         Irvine,
California 92618

	
	 Attn:                Andrew Parnes

	 Telephone:      (949) 789-1616

	 Facsimile:       (949) 789-1608


  

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	 With a copy to:    Standard Pacific Corp.

	 15326 Alton Parkway

	 Irvine, CA 92618

	
	 Attn:                      Clay Halvorsen


	 Telephone:           (949) 789-1618

	 Facsimile:              (949) 789-1608

	
	 (b)    Address for notices or communications to Dealer:

	
	 JPMorgan Chase Bank, National Association

	 277 Park Avenue, 11th Floor

	 New York, NY 10172

	 Attention: Eric Stefanik

	 Title: Operations Analyst

	 EDG Corporate Marketing

	 Telephone No: (212) 622-5814

	 Facsimile No: (212) 622-8534


 7. Representations, Warranties and Agreements: 
 (a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and
for the benefit of, and agrees with, Dealer as follows: 
 (i) On the Trade Date, (A) Counterparty is not aware of any
material nonpublic information regarding Counterparty or the Shares and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a
material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. 
 (ii) On the Trade Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule
10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument other than the Transaction) purchase, offer to purchase, place any
bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security
convertible into or exchangeable or exercisable for Shares. 
 (iii) Without limiting the generality of Section 13.1 of
the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under any accounting standards including FASB Statements 128, 133 ( as amended), 149 or
150, EITF Issue No. 00-19, 01-6 or 03-6 (or any successor issue statements) or under FASB’s Liabilities & Equity Project. 
 (iv) Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-4 under the Exchange Act and the Counterparty will comply with Rule 13e-1 under the Exchange
Act. 
 (v) Prior to the Trade Date, Counterparty shall deliver to Dealer a resolution of Counterparty’s board of
directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request. 
  

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 (vi) Counterparty is not entering into this Confirmation to create actual or apparent
trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or to otherwise violate
the Exchange Act. 
 (vii) Counterparty is not, and after giving effect to the transactions contemplated hereby will not be,
required to register as, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 
 (viii) On each of the Trade Date, the Premium Payment Date and the Additional Premium Payment Date, if any, Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S.
Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase the Shares hereunder in compliance with the laws of the jurisdiction of Counterparty’s incorporation.

 (ix) The representations and warranties of Counterparty set forth in Section 3 of the Agreement and Section 1 of
the Underwriting Agreement are true and correct as of the Trade Date, the Effective Date and the Additional Premium Payment Date and are hereby deemed to be repeated to Dealer as of such dates as if set forth herein. 
 (b) Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined in Section 1a(12) of
the U.S. Commodity Exchange Act, as amended. 
 (c) Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction
to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that
(i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in respect of the Transaction, which it understands are
not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it is an “accredited investor”
as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, (iv) the assignment, transfer or other
disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition is such that it has no need
for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own
behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. 
 (d)
Counterparty agrees and acknowledges that Dealer has represented to it that it is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A)
of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge (A) that this Confirmation is intended to be (i) a “securities contract,” as such term is defined in
Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “settlement payment,” as such term is defined in Section 741(8) of the Bankruptcy Code, and (ii) a “swap
agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code,
and (B) that Dealer is intended to be entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code. 
 (e) Each party acknowledges and agrees to be bound by the Conduct Rules of the National Association of Securities Dealers, Inc. applicable to
transactions in options, and further agrees not to violate the position and exercise limits set forth therein. 
  

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 (f) Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective Date and
reasonably acceptable to Dealer in form and substance (subject to customary qualifications, assumptions and exceptions), with respect to the matters set forth in Section 3(a) of the Agreement. 
 8. Other Provisions: 
 (a) Right to
Extend. Dealer may postpone any Settlement Date or any other date of valuation or delivery by Dealer, with respect to some or all of the relevant Options (in which event the Calculation Agent shall make appropriate adjustments to the Delivery
Obligation), to the extent Dealer determines, in its commercially reasonable discretion, that such extension is reasonably necessary or appropriate (i) to preserve Dealer’s hedging or hedge unwind activity hereunder in light of existing
liquidity conditions in the cash market or the stock borrow market or other relevant market or (ii) to enable Dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that
would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements or with related compliance policies and procedures applicable to Dealer;
provided that in the case of clause (i), no such postponement shall be for more than 10 Exchange Business Days. 
 (b) Additional
Termination Events. The occurrence of (i) an acceleration of the Convertible Notes after an event of default with respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Base Indenture,
(ii) an Amendment Event or (iii) an Excluded Conversion Event shall be an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Counterparty is the sole Affected Party, and Dealer shall be
the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement; provided that in the case of an Excluded Conversion Event the Transaction shall be subject to termination only in respect of a number of
Options equal to the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Excluded Conversion Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction
pursuant to Section 6 of the Agreement in connection with an Excluded Conversion Event, the Calculation Agent shall assume that (x) the relevant Excluded Convertible Notes shall not have been converted and remain outstanding, and
(y) in the case of an Induced Conversion, any adjustments, agreements, additional payments, deliveries or acquisitions by or on behalf of Counterparty or any affiliate of Counterparty in connection therewith had not occurred. 
 “Excluded Conversion Event” means any conversion of any Excluded Convertible Notes. 
 “Induced Conversion” means a conversion of an Excluded Convertible Note (A) in connection with (x) an adjustment to the
Conversion Rate effected by Counterparty (whether pursuant to Section 10.04(g) of the Supplemental Indenture or otherwise) that is not required under the terms of the Indenture or (y) an agreement by Counterparty with the holder(s) of such
Convertible Notes whereby, in the case of either (x) or (y), the holder(s) of such Convertible Notes receive upon conversion or pursuant to such agreement, as the case may be, a payment of cash or delivery of Shares or any other property or
item of value that was not required under the terms of the Indenture or (B) after having been acquired from a holder of Convertible Notes by or on behalf of Counterparty or any of its affiliates other than pursuant to a conversion by such
Holder and thereafter converted by or on behalf of Counterparty or any affiliate of Counterparty. 
 “Amendment Event” means
that Counterparty amends, modifies, supplements or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of
Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of
the principal amount of the Convertible Notes to amend, in each case without the prior consent of Dealer. 
 (c) Alternative Calculations
and Payment on Early Termination and on Certain Extraordinary Events. If Dealer shall owe Counterparty any amount pursuant to Section 12.2 of the Equity Definitions and “Consequences of Merger Events” above, or Sections 12.3,
12.6, 12.7 or 12.9 of the Equity Definitions (except in the event of a Merger Event, Insolvency, or Nationalization, in which the 

  

 13 








 
consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the event
of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, that resulted from an event or events within Counterparty’s control) (a “Payment
Obligation”), Counterparty shall have the right, in its sole discretion, to require Dealer to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer,
confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 A.M. and 4:00 P.M. New York City time on the Merger Date, Announcement Date or Early Termination Date, as applicable (“Notice of Share Termination”).
It is understood and agreed that notwithstanding anything to the contrary in the Equity Definitions, Counterparty shall have no obligation hereunder or under the Agreement to make any delivery or payment to Dealer in connection with any such Early
Termination Date or Announcement Date. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, Announcement Date or Early Termination Date, as applicable:

  

			
	Share Termination Alternative:	  	Applicable and means that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7
or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.
		
	Share Termination Delivery Property:	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall
adjust the Share Termination Delivery Property by replacing any fractional portion of the aggregate amount of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share
Termination Unit Price.
		
	Share Termination Unit Price:	  	The value of property contained in one Share Termination Delivery Unit on the Share Termination Payment Date, as determined by the Calculation Agent in its discretion by commercially reasonable
means and notified by the Calculation Agent to Dealer and Counterparty promptly after notification of the Payment Obligation.
		
	Share Termination Delivery Unit:	  	In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization or Merger Event, one Share or a unit consisting of the number or
amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization or Merger Event. If
such Insolvency, Nationalization or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
		
	Failure to Deliver:	  	Applicable
		
	Other applicable provisions:	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to
the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions
shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Counterparty is the issuer of any Share Termination Delivery
Units (or any part thereof).

  

 14 








 (d) Disposition of Hedge Shares. Counterparty hereby agrees that if, in the good faith reasonable
judgment of Dealer, the Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares”) cannot be sold in the U.S. public market by Dealer without registration under the
Securities Act, Counterparty shall, at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act to cover the resale of
such Hedge Shares and (A) enter into an agreement, in form and substance satisfactory to Dealer and Counterparty, each acting in a commercially reasonable manner, substantially in the form of an underwriting agreement for a registered offering,
(B) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to
Dealer, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (E) afford Dealer a reasonable opportunity to conduct a “due diligence”
investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities; provided, however, that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the
results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d) shall apply at the election of Counterparty;
(ii) in order to allow Dealer to sell the Hedge Shares in a private placement, to enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities, in
form and substance satisfactory to Dealer and Counterparty, each acting in a commercially reasonable manner, including customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities, due diligence
rights (for Dealer or any designated buyer of the Hedge Shares from Dealer provided that such persons have entered into a confidentiality agreement with Counterparty in form reasonably acceptable to Counterparty), opinions and certificates and such
other documentation as is customary for private placements agreements, all reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its reasonable
judgment, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the VWAP Price on such Exchange Business
Days, and in the amounts, requested by Dealer. 
 (e) Repurchase Notices. Counterparty shall, on any day on which Counterparty effects
any repurchase of Shares, promptly give Dealer a written notice of its Outstanding Shares (as defined below) (a “Repurchase Notice”) on such day if, following such repurchase, the Outstanding Shares shall have decreased by more than
1.0% since the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, the Outstanding Shares as of the date hereof). The “Outstanding Shares” on any day is the number of Shares outstanding on
such day. In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e), then Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their
respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities (or actions in respect
thereof), joint or several, to which such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act (including losses relating to Dealer’s hedging activities as a
consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect
to the Transaction), relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to
the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all expenses (including reasonable
counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. This indemnity shall survive the completion of the Transaction contemplated
by this Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer. 
  

 15 








 (f) Transfer and Assignment. Either party may transfer any of its rights or obligations under the
Transaction with the prior written consent of the non-transferring party, such consent not to be unreasonably withheld. In addition, Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder (i) in
whole or in part to any of its affiliates with a rating for its long term, unsecured and unsubordinated indebtedness of A or better by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A2 or better by
Moody’s Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer
(such minimum ratings, the “Required Rating”), or (ii) a portion of its rights and obligations hereunder corresponding to the Terminated Portion (as defined below) to any other person with the Required Rating; provided
further that at any time at which the Equity Percentage exceeds 8.5 % (an “Excess Ownership Position”), if Dealer, in its discretion, is unable to effect a transfer or assignment of a commercially reasonable portion of the
Transaction to a third party in accordance with the requirements set forth above after using its commercially reasonable efforts on pricing terms reasonably acceptable to Dealer such that an Excess Ownership Position, no longer exists, Dealer may
designate any Scheduled Trading Day as an Early Termination Date with respect to such a portion (the “Terminated Portion”) of the Transaction. In the event that Dealer so designates an Early Termination Date with respect to a
portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section 8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having
terms identical to the Terminated Portion of the Transaction, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction.
The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer, for purposes of the
“beneficial ownership” test under Section 13 of the Exchange Act (collectively, “Dealer Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of
which is the number of Shares outstanding on such day. 
 (g) Staggered Settlement. Dealer may, by notice to Counterparty prior to any
Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on one or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows: 
 (i) in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to such
Nominal Settlement Date, but not prior to the relevant Conversion Date) or delivery times and how it will allocate the Shares it is required to deliver under “Delivery Obligation” (above) among the Staggered Settlement Dates or delivery
times; and 
 (ii) the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered
Settlement Dates and delivery times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date. 
 (h) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons,
without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

 (i) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to
purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s
obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. 
 (j) Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction
that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s
bankruptcy to any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. 
  

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 (k) Early Unwind. In the event the sale by Counterparty
of the Convertible Notes is not consummated with the Underwriters pursuant to the Underwriting Agreement for any reason by the close of business in New York on September 28, 2007 (or such later date as agreed upon by the parties, which in no
event shall be later than October 5, 2007) (September 28, 2007 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early
Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty thereunder shall be cancelled and terminated and (ii) Counterparty shall deliver
to Dealer, in all circumstances in which the Convertible Notes are not delivered and Counterparty would be required to reimburse the Underwriters for expenses incurred by them under Section 14 of the Underwriting Agreement, either an amount in
cash equal to the aggregate amount of costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in
connection with such hedging activities, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) (the “Cash Amount”) or, at the election of Counterparty,
Shares with a value (as reasonably determined by the Calculation Agent) equal to the Cash Amount. Following such termination, cancellation and payment, each party shall be released and discharged by the other party from and agrees not to make any
claim against the other party with respect to any obligations or liabilities of either party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Dealer and Counterparty each represent
and acknowledge to the other that upon an Early Unwind and following the payment referred to above, all obligations with respect to the Transaction shall be deemed fully and finally discharged. If Counterparty elects to deliver Shares pursuant to
this paragraph, the following provisions shall apply: 
 (i) At the election of Counterparty by notice to Dealer
within one Exchange Business Day after the Early Unwind Date, either (A) all Shares delivered by Counterparty to Dealer shall be, at the time of such delivery, covered by an effective registration statement of Counterparty for immediate resale
by Dealer (such registration statement and the corresponding prospectus (the “Prospectus”) (including, without limitation, any sections describing the plan of distribution) in form and content commercially reasonably satisfactory to
Dealer) or (B) Counterparty shall deliver additional Shares, so that the value of such Shares, as determined by the Calculation Agent to reflect an appropriate liquidity discount, equals the Cash Amount. 
 (ii) If Counterparty makes the election described in clause (i)(A) above: 
 (A) Dealer (or an affiliate of Dealer designated by Dealer) shall be afforded a reasonable opportunity to conduct a due diligence
investigation with respect to Counterparty that is customary in scope for underwritten offerings of equity securities and that yields results that are commercially reasonably satisfactory to Dealer or such affiliate, as the case may be, in its
discretion; and 
 (B) Dealer (or an affiliate of Dealer designated by Dealer) and Counterparty shall enter into an agreement
(a “Registration Agreement”) on commercially reasonable terms in connection with the public resale of such Shares by Dealer or such affiliate substantially similar to underwriting agreements customary for underwritten offerings of
equity securities (and in particular on terms reasonably similar to these contained in the underwriting agreement dated as of September 24, 2007 between Counterparty and Credit Suisse Securities (USA) LLC relating to Shares), in form and
substance reasonably satisfactory to Dealer or such affiliate and Counterparty, which Registration Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating to the
indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and Counterparty, shall provide for the payment by Counterparty of all expenses in connection with such resale, including all registration costs and
all reasonable fees and expenses of counsel for Dealer, and shall provide for the delivery of accountants’ “comfort letters” to Dealer or such affiliate with respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus. 
  

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 (iii) If Counterparty makes the election described in clause (i)(B) above: 
 (A) Dealer (or an affiliate of Dealer designated by Dealer) and any potential institutional purchaser of any such Shares from Dealer or
such affiliate identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation in compliance with applicable law with respect to Counterparty customary in scope for private placements of equity
securities (including, without limitation, the right to have made available to them for inspection such financial and other records, pertinent corporate documents and other information reasonably requested by them), subject to execution by such
recipients of customary confidentiality agreements reasonably acceptable to Counterparty; 
 (B) Dealer (or an affiliate of
Dealer designated by Dealer) and Counterparty shall enter into an agreement (a “Private Placement Agreement”) on commercially reasonable terms in connection with the private placement of such Shares by Counterparty to Dealer or such
affiliate and the private resale of such shares by Dealer or such affiliate, substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance reasonably satisfactory to
Dealer and Counterparty, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in
connection with the liability of, Dealer and its affiliates and Counterparty, shall provide for the payment by Counterparty of all expenses in connection with such resale, including all reasonable fees and expenses of counsel for Dealer, shall
contain customary representations, warranties and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales, and
shall use commercially reasonable efforts to provide for the delivery of accountants’ “comfort letters” to Dealer or such affiliate with respect to the financial statements and certain financial information contained in or
incorporated by reference into the offering memorandum prepared for the resale of such Shares; 
 (C) Counterparty agrees that
any Shares so delivered to Dealer, (i) subject to applicable securities laws, may be transferred by and among Dealer and its affiliates, and Counterparty shall effect such transfer without any further action by Dealer and (ii) after the
minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed with respect to such Shares, Counterparty shall promptly remove, or cause the transfer agent for such Shares or securities to remove, any
legends referring to any such restrictions or requirements from such Shares or securities upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of seller’s and broker’s representation letters
customarily delivered in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other
document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer); 
 (D) Counterparty shall not take (and shall cause any such affiliate not to take), or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by
Counterparty to Dealer (or any affiliate designated by Dealer) of the Shares or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Shares by Dealer (or any such affiliate of Dealer); and

 (E) Dealer or its affiliate may sell (which sale shall be made in a commercially reasonable manner) such Shares during a
period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares and ending on the Exchange Business Day on which Dealer completes the sale of all such Shares or a sufficient number of Shares so that
the realized net proceeds of such sales 

  

 18 








 
exceed the Cash Amount. If any of such delivered Shares remain after such realized net proceeds exceed the Cash Amount, Dealer shall return such remaining
Shares to Counterparty. If the Cash Amount exceeds the realized net proceeds from such resale, Counterparty shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the
last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares (“Make-whole Shares”) in an amount that, based on the Relevant Price on the last day of
the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in
the manner contemplated by this paragraph. This provision shall be applied successively until the Additional Amount is equal to zero. 
 (l)
Netting and Set-off. 
 (i) If on any date cash would otherwise be payable or Shares or other property would otherwise be
deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Counterparty to Dealer and cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant
to the Agreement or pursuant to any other agreement between the parties by Dealer to Counterparty and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s
obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have
been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount
over the smaller aggregate amount. 
 (ii) In addition to and without limiting any rights of set-off that a party hereto may
have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early Termination Date, Dealer shall have the right to terminate, liquidate and otherwise close out the Transaction and to set off any obligation or right that
Dealer or any affiliate of Dealer may have to or against Counterparty hereunder or under the Agreement against any right or obligation Dealer or any of its affiliates may have against or to Counterparty, including without limitation any right to
receive a payment or delivery pursuant to any provision of the Agreement or hereunder. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall
be set off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent
and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation
Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Shares or any right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market
value of the Shares at such time, as determined by the Calculation Agent. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right,
in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained. 
 (iii) Notwithstanding any provision of the Agreement (including without limitation Section 6(f) thereof) and this Confirmation
(including without limitation this Section 8(l)) or any other agreement between the parties to the contrary, (A) Counterparty shall not net or set off its obligations under the Transaction, if any, against its rights against Dealer under
any other transaction or instrument, (B) Dealer may net and set off any rights of Dealer against Counterparty arising under the Transaction only against obligations of Dealer to Counterparty arising under any transaction or instrument if such
transaction or instrument does not convey rights to Dealer senior to the claims of common stockholders in the event of Counterparty’s bankruptcy and (C) in the event of bankruptcy or liquidation of Counterparty, neither party shall have
the right to set off any 

  

 19 








 
obligation that it may have to the other party under the Transaction against any obligation such other party may have to it under the Agreement, the
Confirmation or any other agreement between the parties hereto, by operation of law or otherwise. Dealer will give notice to Counterparty of any netting or set off effected under this provision. 
 (m) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF COUNTERPARTY OF ITS
AFFILIATES OR DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 
 (n) Governing
Law. THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE). 
 (o) Submission to Jurisdiction. Each party hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding by the other party against it relating to the Transaction to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof. 
 (p) Counterparts. This Confirmation may be executed in several counterparts, each
of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
 (q) Role of Agent.
Each party agrees and acknowledges that (i) J.P. Morgan Securities Inc., an affiliate of Dealer (“JPMSI”), has acted solely as agent and not as principal with respect to this Transaction and (ii) JPMSI has no obligation or
liability, by way of guaranty, endorsement or otherwise, in any manner in respect of this Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in
respect thereof) for performance of such other party’s obligations under this Transaction. 
  

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 Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that
errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the
Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to EDG Confirmation Group, J.P. Morgan
Securities Inc., 277 Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) 622 8519. 
  

			
	Yours faithfully,
	
	J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association
		
	By:	 	 /s/ Santosh Sreenivasan

		 	Authorized Signatory
	Name:	 	Santosh Sreenivasan


  

			
	Accepted and confirmed
	as of the Trade Date:
	
	Standard Pacific Corp.
		
	By:	 	 /s/Andrew H. Parnes

		 	Authorized Signatory
	Name:	 	Andrew H. Parnes
		 	Executive Vice President-Finance
		 	And Chief Financial Officer

 JPMorgan Chase Bank, National Association 
 Organised under the laws of the United States as a National Banking Association. 
 Main Office 1111 Polaris Parkway, Columbus, Ohio 43271 
 Registered as a branch
in England & Wales branch No. BR000746. Registered 
 Branch Office 125 London Wall, London EC2Y 5AJ 
 Authorised and regulated by the Financial Services Authority