EXHIBIT 4.10
THIRD SUPPLEMENTAL INDENTURE
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This Third Supplemental Indenture, dated as of December 28, 2001 (the
"Third Supplemental Indenture"), is entered into between Standard Pacific Corp.,
a Delaware corporation (the "Company"), and Bank One Trust Company, N.A., as
trustee (the "Trustee").
W I T N E S S E T H:
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WHEREAS, this Third Supplemental Indenture is supplemental to the
Indenture, dated as of April 1, 1999, as previously supplemented by that certain
First Supplemental Indenture dated as of April 13, 1999 and that certain Second
Supplemental Indenture dated as of September 5, 2000 (the "Original Indenture,"
and as supplemented, the "Indenture"), by and between the Company and the
Trustee; and
WHEREAS, the Indenture provides that the Company and the Trustee may,
pursuant to Section 9.01 of the Original Indenture, execute a supplemental
indenture without the consent of the Holders of the Securities to cure any
ambiguity, omission, defect or inconsistency, or to make any other change that
does not adversely affect the rights of any Holder.
AGREEMENT:
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NOW, THEREFORE, each party hereto agrees as follows for the benefit of the
other parties:
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
Section 1.01. This Third Supplemental Indenture constitutes an integral
part of the Indenture. Except as hereby expressly modified, the Indenture and
the Securities issued thereunder are in all respects ratified and confirmed and
all of the terms, conditions and provisions thereof shall remain in full force
and effect.
Section 1.02. For all purposes of this Third Supplemental Indenture
capitalized terms used herein without definition shall have the meanings
specified in the Indenture.
ARTICLE 2
AMENDMENTS
Section 2.01. The definition of "Wholly-Owned Subsidiary" contained in
Section 2.01 of the First Supplemental Indenture and the Second Supplemental
Indenture, is hereby amended by deleting it in its entirety and inserting in
lieu thereof the following definition:
"Wholly-Owned Subsidiary" means a Subsidiary, all of the Capital Stock
(whether or not voting, but exclusive of directors' qualifying shares) of which
is owned by the Company or a Wholly-Owned Subsidiary.
Section 2.02. The last paragraph of Section 6.08 of the First Supplemental
Indenture and the Second Supplemental Indenture is hereby amended by deleting it
in its entirety and inserting in lieu thereof the following:
The Company will not permit Standard Pacific of Texas, Inc., Standard
Pacific of Arizona, Inc., Standard Pacific Construction, Inc., Standard
Pacific Active Adult Communities, Inc. or The Writer Corporation to be
designated as an Unrestricted Subsidiary or permit the assets of the
Company or any Subsidiary employed in the homebuilding operations to be
transferred to an Unrestricted Subsidiary, except in amounts permitted
under Section 6.04 herein. From such time as the Certificate of Conversion
filed by Standard Pacific of Texas, Inc., with the Delaware Secretary of
State on or about December 28, 2001 becomes effective (i.e., January 1,
2002) and, pursuant thereto, Standard Pacific of Texas, Inc. is converted
into Standard Pacific of Texas L.P., a Delaware limited partnership (and
until such time, if any, as Standard Pacific of Texas L.P. is converted or
merged back into a corporation named Standard Pacific of Texas, Inc.), the
reference in the prior sentence to Standard Pacific of Texas Inc., shall be
read as a reference to Standard Pacific of Texas, L.P.
ARTICLE 3
MISCELLANEOUS
Section 3.01. This Third Supplemental Indenture shall become effective as
of the date set forth above.
Section 3.02. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
Section 3.03. In case any one or more of the provisions contained in this
Third Supplemental Indenture shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Third Supplemental Indenture.
Section 3.04. This Third Supplemental Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a
Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Third Supplemental Indenture.
Section 3.05. All covenants and agreements of the Company in this Third
Supplemental Indenture shall bind its successors and assigns. All agreements of
the Trustee in this Third Supplemental Indenture shall bind its successors and
assigns.
Section 3.06. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have executed this Third
Supplemental Indenture by their officers thereunto as of the 28th day of
December, 2001.
STANDARD PACIFIC CORP.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President-Finance, Treasurer and
Chief Financial Officer
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Senior Vice President, General Counsel
and Secretary
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: /s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
Vice President
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