CAN BE ASSERTED TO REDUCE OR
ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS UNDER THE
TERM B 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 TERM B 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 TERM B 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 TERM B CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AS AMENDED BY THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
[Signature pages follow.]
0909001GD
Third Amendment of Term B A-Third Amendment of Term B Credit Agreement.doc
EXECUTED as of the day and year first mentioned.
BANK OF AMERICA, N.A., as Administrative Agent
By:
/s/ Eyal Namordi
Eyal Namordi
Senior Vice President
Signature Page to Third Amendment of Term B Credit Agreement
STANDARD PACIFIC CORP., a Delaware corporation
By:
/s/ John Stephens
John Stephens
Senior Vice President & Chief Financial Officer
By:
/s/ Lloyd H. McKibbin
Lloyd H. McKibbin
Senior Vice President and Treasurer
Signature Page to Third Amendment of Term B Credit Agreement
To induce the Administrative Agent and Lenders to enter into this Amendment, the
undersigned jointly and severally (a) consent and agree