EX-4.10 3 dex410.txt THIRD SUPPLEMENTAL INDENTURE EXHIBIT 4.10 THIRD SUPPLEMENTAL INDENTURE ---------------------------- 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: ------------------- 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: --------- 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. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 2 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/ Andrew H. Parnes --------------------- Andrew H. Parnes Senior Vice President-Finance, Treasurer and Chief Financial Officer By: /s/ Clay A. Halvorsen ---------------------- Clay A. Halvorsen Senior Vice President, General Counsel and Secretary BANK ONE TRUST COMPANY, N.A., as Trustee By: /s/ Sharon K. McGrath ----------------------- Sharon K. McGrath Vice President 3