8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 24, 2007

STANDARD PACIFIC CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10959	33-0475989
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15326 Alton Parkway Irvine, California	92618
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 789-1600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Convertible Notes Offering

On September 24, 2007, Standard Pacific Corp. (the “Company”) entered into an underwriting agreement (the “Notes Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc. (the “Underwriters”) relating to the sale by the Company of $100,000,000 aggregate principal amount of 6% Convertible Senior Subordinated Notes due 2012 (the “Notes”), with an option granted to the Underwriters to purchase up to an additional $15 million aggregate principal amount of Notes solely to cover over-allotments. The Notes will be issued under a senior subordinated indenture, dated April 10, 2002, between the Company and Bank One Trust Company N.A. (“Bank One”), as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated April 10, 2002, between the Company and Bank One; a second supplemental indenture, dated February 22, 2006, between the Company and J.P. Morgan Trust Company, National Association (“J.P. Morgan”), as trustee (as successor in interest to Bank One); and the third supplemental indenture, dated September 24, 2007 between the Company, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (as successor in interest to J.P. Morgan, and Bank One the “Trustee”) (as amended, the “Indenture”). The Indenture provides, among other things, that the Notes will be general senior subordinated obligations of the Company and will be guaranteed on a senior subordinated unsecured basis by the Company’s subsidiaries that have guaranteed the Company’s existing senior debt and senior subordinated notes.

The Notes will bear interest at a rate of 6.0% per year, payable on April 1 and October 1 of each year, beginning on April 1, 2008. The Notes are convertible under certain circumstances and, if not earlier converted, mature on October 1, 2012. Holders of the Notes may require the Company to repurchase the Notes if the Company is involved in certain types of corporate transactions or other events constituting a fundamental change.

The foregoing description of the Notes Underwriting Agreement and the third supplemental indenture is qualified in its entirety by reference to the Notes Underwriting Agreement and the third supplemental indenture, which are attached hereto as Exhibit 1.1, and Exhibit 4.1, respectively, and are incorporated herein by reference.

Convertible Note Hedge Transactions

In connection with the Notes offering, on September 24, 2007, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transaction”) with Banc of America, N.A. and J.P. Morgan Chase Bank, N.A. (the “Counterparties”) that are intended to reduce the potential dilution to the holders of the Company’s common stock upon conversion of the Notes. The Convertible Note Hedge Transaction will expire upon the earlier of (i) the last day on which any Notes remain outstanding and (ii) the second scheduled trading day immediately preceding the maturity date.

The Company intends to apply approximately $9.12 million, or $10.49 million if the Underwriters exercise their over-allotment option in full, of the net proceeds of the Notes offering to pay the cost of the Convertible Note Hedge Transaction. The Company intends to use the remaining proceeds to repay a portion of the outstanding indebtedness under its revolving credit facility.

In connection with the Convertible Note Hedge Transaction, on September 24, 2007, the Company and the Counterparties entered into certain confirmation letters (collectively, the “Confirmations”). The description of the Convertible Note Hedge Transaction in this Item 1.01 is qualified in its entirety by reference to the Confirmations, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

2

Share Lending Agreement

Concurrently with the Notes offering, on September 24, 2007, the Company entered into a share lending agreement (the “Share Lending Agreement”) with Credit Suisse International (“CSI”), an affiliate of Credit Suisse Securities (USA) LLC pursuant to which the Company will lend up to 7,839,809 shares of its common stock to CSI. Under the Share Lending Agreement and related underwriting agreement CSI will offer and sell the borrowed shares in a registered public offering and will use the short position resulting from the sale of such shares to facilitate the establishment of hedge positions by investors in the Notes offering. CSI will receive all of the proceeds from the sale of the borrowed shares. The Company will not receive any of the proceeds from such sales, but will receive a nominal lending fee of $0.01 per share.

While the borrowed shares would be considered issued and outstanding for corporate law purposes, the Company believes that under U.S. generally accepted accounting principles currently in effect, the borrowed shares would not be considered outstanding for the purpose of computing and reporting earnings per share because the shares lent pursuant to the Share Lending Agreement would be required to be returned to the Company on or about October 1, 2012, or earlier in certain circumstances.

The foregoing description of the underwriting agreement and Share Lending Agreement is qualified in its entirety by reference to the underwriting agreement and Share Lending Agreement, which are attached hereto as Exhibits 1.2 and 10.3, respectively and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit
1.1	Underwriting Agreement, dated September 24, 2007, by and among the Company and the underwriters named therein.
1.2	Underwriting Agreement, dated September 24, 2007, between the Company and the underwriter named therein.
4.1	Third Supplemental Indenture, dated as of September 24, 2007, by and among the Company, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (as successor in interest to J.P. Morgan).
5.1	Opinion Letter of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes and Common Stock.
5.2	Opinion Letter of Gibson, Dunn & Crutcher LLP regarding the validity of the Borrowed Shares.
10.1	Confirmation, dated September 25, 2007, between Banc of America, N.A. and the Company.
10.2	Confirmation, dated September 25, 2007, between JPMorgan Chase Bank, National Association, London Branch and the Company.
10.3	Share Lending Agreement, dated September 24, 2007, between the Company and Credit Suisse International, as Borrower, and Credit Suisse, New York Branch, as agent.
12.1	Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.1).
23.2	Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.2).

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2007

STANDARD PACIFIC CORP.
By:	/s/ Clay A. Halvorsen
	Clay A. Halvorsen Executive Vice President and General Counsel

4

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.1	Underwriting Agreement, dated September 24, 2007, by and among the Company and the underwriters named therein.
1.2	Underwriting Agreement, dated September 24, 2007, between the Company and the underwriter named therein.
4.1	Third Supplemental Indenture, dated as of September 24, 2007, by and among the Company, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (as successor in interest to J.P. Morgan).
5.1	Opinion Letter of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes and Common Stock.
5.2	Opinion Letter of Gibson, Dunn & Crutcher LLP regarding the validity of the Borrowed Shares.
10.1	Confirmation, dated September 25, 2007, between Banc of America, N.A. and the Company.
10.2	Confirmation, dated September 25, 2007, between JPMorgan Chase Bank, National Association, London Branch and the Company.
10.3	Share Lending Agreement, dated September 24, 2007, between the Company and Credit Suisse International, as Borrower, and Credit Suisse, New York Branch, as agent.
12.1	Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.1).
23.2	Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.2).

5

EX-1.1

Exhibit 1.1

$100,000,000

STANDARD PACIFIC CORP.

6.00% Convertible Senior Subordinated Notes due 2012

UNDERWRITING AGREEMENT

September 24, 2007

CREDIT SUISSE SECURITIES (USA) LLC

BANC OF AMERICA SECURITIES LLC

J.P. MORGAN SECURITIES INC.

c/o Credit Suisse Securities (USA) LLC

       Eleven Madison Avenue

       New York, New York 10010-3629

Dear Sirs:

Standard Pacific Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) $100,000,000 aggregate principal amount of its 6.00% Convertible Senior Subordinated Notes due 2012 (the “Firm Securities”) and also proposes to issue and sell to the Underwriters an overallotment option, exercisable from time to time by the underwriters to purchase up to an additional $15,000,000 aggregate principal amount of its 6.00% Convertible Senior Subordinated Notes due 2012 (the “Optional Securities”). The Firm Securities and the Optional Securities are collectively called the “Securities”. The Securities are to be issued under a Senior Subordinated Debt Securities Indenture, dated as of April 10, 2002, by and between the Company and Bank One Trust Company N.A., as trustee (“Bank One”), as supplemented by the First Supplemental Indenture, dated as of April 10, 2002, between the Company and Bank One, the Second Supplemental Indenture, dated as of February 22, 2006, by and among the Company, the guarantors named therein and J.P. Morgan Trust Company, National Association (“J.P. Morgan”), as trustee (as successor in interest to Bank One), and the Third Supplemental Indenture, dated as of September 24, 2007, among the Company, the Guarantors named therein (the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (as successor in interest to J.P. Morgan, the “Trustee”) (as supplemented, the “Indenture”). The Securities and the obligations of the Company under the Indenture will be guaranteed on a senior subordinated basis (the “Guarantees”) by each of the Guarantors. The Securities will be convertible into cash and/or shares of the common stock, par value $0.01 per share, of the Company at a conversion rate and on the terms, and subject to the conditions, set forth in the Indenture. The shares of common stock of the Company which may be issued upon conversion of the Securities are referred to herein as the “Underlying Shares”.

Section 1. Registration Statement and Prospectus. A registration statement (No. 333-140871), including a prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (“Commission”) and has become effective. “Registration Statement” as of any time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any information in a prospectus or prospectus supplement deemed or retroactively deemed to be a part thereof as of such time pursuant to Rule 430B (“Rule 430B”) or Rule 430C (“Rule 430C”) under the Securities Act of 1933, as amended (“Act”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Date. “Effective Date” means the date and time that the Registration Statement and any post-effective amendment or amendments thereto shall be deemed, pursuant to Rule 430B(f)(2), to be effective in connection with the sale of the Securities. For purposes of determining the information contained in the Registration Statement as of any time, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

“Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be part thereof pursuant to Rule 430B or 430C that has not been superseded or modified. For purposes of determining the information contained in the Statutory Prospectus as of any time, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act. “Statutory Prospectus” without reference to a time means the Statutory Prospectus as of the Applicable Time.

“Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 (“Rule 433”) under the Act, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule II to this Agreement.

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“General Disclosure Package” means (i) the Statutory Prospectus contained in the Registration Statement at the Applicable Time, including the preliminary prospectus supplement

2

used most recently prior to the Applicable Time, (ii) the General Use Issuer Free Writing Prospectuses, if any, including the term sheet prepared pursuant to Section 6(b), and (iii) any other “free writing prospectus” (as defined in Rule 405) that the parties shall expressly agree in writing to treat as part of the Disclosure Package, and listed as such in Schedule III to this Agreement.

“Applicable Time” means 6:35 pm (Eastern Time) on the date of this Agreement.

The terms “supplement” and “amendment” or “amend” as used in this Agreement with respect to the Registration Statement or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference in the Registration Statement or Prospectus, as applicable.

Section 2. Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell, and the Underwriters agree, severally and not jointly, to purchase from the Company, at the purchase price (the “Purchase Price”) of 97.0% of the principal amount of the Firm Securities, plus accrued interest from September 28, 2007 to the First Closing Date (as defined below), the respective principal amounts of the Firm Securities set forth opposite the names of the several Underwriters in Schedule I hereto.

In addition, upon written notice from the Credit Suisse Securities (USA) LLC (“Credit Suisse”) given to the Company from time to time not more than 13 days subsequent to the First Closing Date (as defined below), the Underwriters may purchase all or less than all of the Optional Securities at the Purchase Price per Security to be paid for the Firm Securities (including any accumulated interest thereon to the related Closing Date). The Company agrees to sell to the Underwriters the principal amount of Optional Securities specified in such notice (which shall be an integral multiple of $1,000 in aggregate principal amount) and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities may be purchased from the Company for the account of each Underwriter in the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto bears to the total principal amount of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company.

Section 3. Terms of Public Offering. The Underwriters have advised the Company that the Underwriters propose (i) to make a public offering of the Securities as soon after the execution and delivery of this Agreement as in the Underwriters’ judgment is advisable and (ii) initially to offer the Securities upon the terms set forth in the Prospectus.

3

Section 4. Delivery and Payment. The Firm Securities shall be represented by definitive global securities registered in the name of the nominee of The Depository Trust Company (“DTC”). The Company shall deliver the Firm Securities, with any transfer taxes thereon duly paid by the Company, to Credit Suisse through the facilities of DTC, for the account of the Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificates representing the Firm Securities shall be made available for inspection not later than 9:30 A.M., New York City time, on the Business Day prior to the First Closing Date, at the office of DTC or its designated custodian (the “Designated Office”). The time and date of delivery and payment for the Firm Securities shall be 9:00 A.M., New York City time, on September 28, 2007 or such other time on the same or such other date as the Underwriters and the Company shall agree in writing. The time and date of such delivery and payment are hereinafter referred to as the “First Closing Date”.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse, but shall be not later than five full business days after written notice of election to purchase Optional Securities is given, but in no event later than the 12^th calendar day after the First Closing Date. The Company shall deliver the Optional Securities being purchased on each Optional Closing Date in the form of one or more definitive global securities in the name of the nominee of DTC, for the accounts of the Underwriters, against payment of the Purchase Price for such Optional Securities by wire transfer of Federal or other funds immediately available in New York City.

The documents to be delivered on the First Closing Date and the Optional Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, California and the Securities shall be delivered at the Designated Office, all on the applicable Closing Date.

Section 5. Agreements of the Company. The Company agrees with you:

(a) To advise you promptly and, if requested by you, to confirm such advice in writing, (i) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Statutory Prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, (iii) when any amendment to the Registration Statement becomes effective, and (iv) of the happening of any event during the period referred to in the second clause of Section 5(c) below which makes any statement of a material fact made in the Registration Statement or the Statutory Prospectus untrue or which requires any additions to or changes in the Registration Statement or the Statutory Prospectus in order to make the statements therein not misleading. If at any time during the period referred to in the second clause of Section 5(c) below the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

4

(b) To furnish you five conformed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits and documents incorporated therein by reference, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request.

(c) To prepare the Statutory Prospectus and the Prospectus, the form and substance of which shall be reasonably satisfactory to you, and to file the Statutory Prospectus and the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; from the date hereof and so long as, in the opinion of counsel for the Underwriters, a prospectus is (or but for the exemption in Rule 172 under the Act would be) required by the Act to be delivered in connection with sales of the Securities by the Underwriters or a dealer, not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use its best efforts to cause any such amendment to the Registration Statement to become promptly effective. The Company has complied and will comply with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus.

(d) Prior to 10:00 A.M., New York City time, on the second Business Day after the date of this Agreement and from time to time thereafter for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered (or but for the exemption in Rule 172 under the Act would be) in connection with sales of the Securities by the Underwriters or a dealer, to furnish in New York City to the Underwriters and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus and any documents incorporated therein by reference) as the Underwriters or dealer may reasonably request.

(e) If during the period specified in the second clause of Section 5(c), any event shall occur or condition shall exist as a result of which, in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriters and to any dealer as many copies thereof as the Underwriters or dealer may reasonably request.

(f) To cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Securities for offer and sale by the Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the

5

Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Securities, in any jurisdiction in which it is not now so subject.

(g) To make generally available to its security holders as soon as practicable an earnings statement covering the twelve-month period ending September 30, 2008 that shall satisfy the provisions of Section 11(a) of the Act.

(h) So long as the Securities are outstanding, to furnish to you as soon as available copies of all reports or other communications furnished to its security holders or public reports or other public communications furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (except for so long as the Company is subject to the reporting requirements of either Section 13 or 15 of the Exchange Act, and such communications are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system, the Company shall not be required to furnish to you such communications) and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request.

(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement and the Indenture, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states and all costs of producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection with such registration or qualification and memoranda relating thereto), (iv) the cost of printing certificates representing the Securities, (v) the costs and charges of the Trustee and any depositary (including DTC), (vi) any fees charged by investment rating agencies for the rating of the Securities and (vii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood that, except as expressly provided in the immediately preceding sentence and in Sections 8 and 14, the Underwriters shall pay all their costs and expenses, including fees and disbursements of their counsel, and travel and other expenses of the Underwriters in connection with the sale and distribution of the Securities. Notwithstanding the foregoing, the Underwriters shall reimburse the Company for $250,000 (or $287,500 if the Underwriters purchase all of the Optional Securities) of the Company’s expenses.

6

(j) For a period of 60 days after the date of this Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any shares of its common stock or securities convertible into or exchangeable or exercisable for any shares of its common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of its common stock, whether any of these transactions are to be settled by delivery of its common stock or other securities, in cash or otherwise, or publicly disclose its intention to make any such offer, sale, pledge, disposition or filing or enter into any such arrangement, without the prior written consent of the Underwriters, except (i) grants of employee and director stock options, performance shares or restricted stock pursuant to the terms of a plan in effect on the date of this Agreement, (ii) issuance of common stock pursuant to the exercise of options, preferred stock, convertible securities or warrants outstanding on the date of this Agreement, (iii) the issuance of Underlying Shares upon conversion of the Securities, (iv) the Confirmations, each dated September 24, 2007, with affiliates of Banc of America Securities LLC and J.P. Morgan Securities Inc., relating to convertible note hedge transactions and (v) the filing of a registration statement in accordance with the Share Lending Agreement, dated as of September 24, 2007, between the Company and Credit Suisse International, represented by Credit Suisse, New York Branch.

(k) To use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the First Closing Date and the Optional Closing Date(s), as the case may be, and to satisfy all conditions precedent to the delivery of the Securities.

Section 6. Free Writing Prospectuses.

(a) The Company and the Guarantors, jointly and severally, represent and agree that, unless the Company obtains the prior consent of Credit Suisse, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and Credit Suisse, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission; provided that the prior written consent of Credit Suisse and the Company shall be deemed to have been given with respect to any “free writing prospectus” specified in Schedule II or Schedule III to this Agreement. Any such free writing prospectus consented to by the Company and Credit Suisse is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and each Guarantor represents that it has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

(b) The Company will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities substantially in the form attached hereto as Schedule II or otherwise in a form consented to by Credit Suisse, and will file such

7

final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering that do not reflect the final terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clauses (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

Section 7. Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represent and warrant to the Underwriters that:

(a) The date of this Agreement is not more than three years subsequent to the more recent of the initial effective date of the Registration Statement or December 1, 2005. If, immediately prior to the third anniversary of the more recent of the initial effective date of the Registration Statement or December 1, 2005, any of the Securities remain unsold by the Underwriters, the Company and the Guarantors will prior to that third anniversary file, if they have not already done so, a new shelf registration statement relating to the Securities, in a form reasonably satisfactory to Credit Suisse, will use their respective best efforts to cause such registration statement to be declared effective within 180 days after that third anniversary, and will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new shelf registration statement.

(b) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) at the date of this Agreement, neither the Company nor any Guarantor was or is an “ineligible issuer,” as defined in Rule 405, including (x) the Company nor any subsidiary of the Company in the preceding three years having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order, all as described in Rule 405, and (y) neither the Company nor any Guarantor in the preceding three years having been the subject of a bankruptcy petition or insolvency or similar proceeding, having had a registration statement be the subject of a proceeding under Section 8 of the Act or having been the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Securities, all as described in Rule 405. The Company has paid or shall pay the required Commission filing fee relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(c) As of the Applicable Time, neither (i) the General Disclosure Package nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state

8

any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any documents included in the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter expressly for use therein.

(d) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies Credit Suisse as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, (i) the Company has promptly notified or will promptly notify Credit Suisse and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter expressly for use therein.

(e) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement is in effect, and, to the knowledge of the Company, no proceedings for such purpose are pending before or threatened by the Commission.

(f) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Statutory Prospectus complied or will comply when so filed in all material respects with the applicable requirements of the Exchange Act; (ii) the Registration Statement, on the Effective Date, did not contain and, as amended, if applicable, on the date of this Agreement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement on the Effective Date complied and, as amended or supplemented, if applicable, on the date of this Agreement does comply in all material respects with the applicable requirements of the Act, (iv) the Prospectus, when filed and as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, and (v) as of its issue date and the Applicable Time, the Prospectus, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use therein.

(g) Each preliminary prospectus, if any, filed as part of the Registration Statement in connection with this offering as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the applicable requirements of the Act.

9

(h) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified is not reasonably likely, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(i) Each subsidiary of the Company (including each Guarantor) has been duly incorporated or, in the case of a partnership or limited liability company, formed and is a validly existing corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate, limited liability company or partnership, as applicable) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign corporation, limited liability company or partnership in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Company that is a corporation has been duly authorized and validly issued and is fully paid and nonassessable, and all of the partnership or membership interests of each subsidiary that is a partnership or limited liability company have been duly authorized and validly issued; and the outstanding capital stock or partnership or membership interests of each subsidiary of the Company, directly or through subsidiaries, is owned by the Company free from liens, encumbrances and defects, except in each case in this subsection (i) for matters that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(j) The Indenture has been duly authorized by the Company and each Guarantor, will be executed and delivered by the Company and each Guarantor and, as of any Closing Date, will be a legal, valid and binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except that enforceability of the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Indenture has been duly qualified under the Trust Indenture Act of 1939 and the regulations thereunder (the “Trust Indenture Act”), and will conform in all material respects to the description thereof in the Prospectus and will be consistent with the information with respect thereto in the General Disclosure Package.

(k) The Securities have been duly and validly authorized for issuance and sale to the Underwriters by the Company and, when issued, authenticated and delivered by the Company against payment by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Securities will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except that enforceability of the Securities may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding

10

in equity or at law. The Securities, when issued, authenticated and delivered, will conform in all material respects to the description thereof in the Prospectus and will be consistent with the information with respect thereto in the General Disclosure Package.

(l) Each Guarantee has been duly and validly authorized by the respective Guarantor and, when the Securities are issued, authenticated and delivered by the Company against payment by the Underwriters in accordance with the terms of this Agreement and the Indenture, each Guarantee will be a legal, valid and binding obligation of the respective Guarantor, entitled to the benefits of the Indenture and enforceable against such Guarantor in accordance with its terms, except that enforceability of the Guarantee may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each Guarantee will conform in all material respects to the description thereof in the Prospectus and will be consistent with the information with respect thereto in the General Disclosure Package.

(m) The Company has the authorized equity capitalization set forth in the General Disclosure Package. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of any preemptive or similar rights. The Underlying Shares have been duly authorized and when issued in accordance with the terms of the Indenture will be validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive or similar rights.

(n) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company or any Guarantor, on the one hand, and any person, on the other hand, that would give rise to a valid claim against the Company, any Guarantor or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this Agreement or the issuance and sale of the Securities.

(o) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company or any Guarantor for the consummation of the transactions contemplated by this Agreement or the Indenture in connection with the issuance and sale of the Securities by the Company, except for (A) the effectiveness of the Registration Statement as initially filed with the Commission and the qualification of the Indenture, each of which has been obtained, (B) such as have been obtained or will be obtained or made prior to the Closing Date, (C) such as may be required by the NASD and (D) such as may be required by the securities or blue sky laws of any state or foreign jurisdiction.

(p) The execution, delivery and performance of this Agreement and the Indenture by the Company and the Guarantors and the issuance and sale of the Securities by the Company and compliance by the Company and the Guarantors with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company (including the Guarantors) or any of their properties, or (ii) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or

11

any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or (iii) the charter or by-laws of the Company or any such subsidiary (or, in the case of a partnership or limited liability company, the comparable organizational documents), except in the cases of clauses (i) and (ii) as are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect; and the Company and each Guarantor has the corporate, limited liability company or partnership power and authority to authorize, issue and sell the Securities or its respective Guarantee, as applicable, as contemplated by this Agreement and the Indenture.

(q) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors.

(r) Except as disclosed in the General Disclosure Package, (i) the Company and its subsidiaries (including the Guarantors) have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that materially interfere with the use made or to be made thereof by the Company or its subsidiaries (including the Guarantors); and (ii) the Company and its subsidiaries (including the Guarantors) hold any leased real or personal property under valid and enforceable leases with no exceptions, except in each case for such liens, encumbrances, defects and exceptions that (1) are typically encountered in the development and acquisition of properties in the ordinary course of the Company’s business and the financing thereof, or (2) individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(s) The Company and its subsidiaries (including the Guarantors) (i) possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, except for such certificates, authorities or permits (1) that the Company or its subsidiaries (including the Guarantors) are seeking or expect to seek to obtain in the ordinary course of business consistent with past practice, or (2) the failure to obtain or maintain is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; and (ii) have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(t) No labor dispute with the employees of the Company or any subsidiary (including the Guarantors) exists or, to the knowledge of the Company, is imminent that is reasonably likely to have a Material Adverse Effect.

(u) The Company and its subsidiaries (including the Guarantors) own, possess, have the right to use or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights presently employed by the Company or any of its subsidiaries (including the Guarantors), except for such matters as, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

12

(v) Except as disclosed in the General Disclosure Package, to the knowledge of the Company, neither the Company nor any of its subsidiaries (including the Guarantors) is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances, (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(w) Except as disclosed in the General Disclosure Package, (i) there are no pending actions, suits or proceedings against the Company, any of its subsidiaries (including the Guarantors) or any of their respective properties by or before any court, other governmental agency or body or arbitrator (A) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, or (B) that is reasonably likely to materially and adversely affect the ability of the Company or any Guarantor to perform its obligations under this Agreement or the Indenture or (C) that is otherwise required to be disclosed in the Prospectus; and (ii) to the Company’s knowledge, no such actions, suits or proceedings are threatened.

(x) The financial statements included in the Registration Statement and the General Disclosure Package present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis throughout the periods presented (except as disclosed in the General Disclosure Package).

(y) Except as disclosed in the General Disclosure Package, since the date of the latest audited financial statements included in the General Disclosure Package there has been no material adverse change, nor any development or event reasonably likely to result in a material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the General Disclosure Package or quarterly dividends declared and paid in accordance with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(z) Neither the Company nor any Guarantor is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”); and neither the Company nor any Guarantor is or, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the General Disclosure Package, will be an “investment company” as defined in the Investment Company Act.

13

(aa) Ernst & Young, LLP are independent public accountants with respect to the Company as required by the Act.

Section 8. Indemnification.

(a) The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless each Underwriter, its directors, its officers and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, any reasonable legal or other expenses incurred in connection with investigating or defending any matter, including any action, that could give rise to any such losses, claims, damages, liabilities or judgments) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case as to any Underwriter or person controlling such Underwriter, insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished in writing to the Company by such Underwriter expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to the Registration Statement, any Statutory Prospectus or any Issuer Free Writing Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Underwriter where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Applicable Time, the Company shall have notified such Underwriter that the Registration Statement, such Statutory Prospectus or such Issuer Free Writing Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Registration Statement and Statutory Prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected Statutory Prospectus or Issuer Free Writing Prospectus was provided to such Underwriter far enough in advance of the Applicable Time so that such corrected Statutory Prospectus or Issuer Free Writing Prospectus could have been provided to such person prior to the Applicable Time, (iii) the Underwriter did not send or give such corrected Statutory Prospectus or Issuer Free Writing Prospectus to such person at or prior to the Applicable Time, or if later, the time of sale of the Securities to such person, and (iv) such loss, claim, damage or liability would not have occurred had the Underwriter delivered the corrected Statutory Prospectus or Issuer Free Writing Prospectus to such person.

(b) Each Underwriter agrees to indemnify and hold harmless the Company and the Guarantors, their respective directors, officers who sign the Registration Statement and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from

14

the Company and the Guarantors to such Underwriter but only with reference to information relating to such Underwriter furnished in writing to the Company by such Underwriter expressly for use in the Registration Statement at any time, any Statutory Prospectus at any time, the Prospectus or any Issuer Free Writing Prospectus.

(c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) or Section 10 (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all reasonable fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Section 8(a) or Section 10 and Section 8(b), the Underwriter shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of such Underwriter). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such separate firm shall be designated in writing by Credit Suisse, in the case of parties indemnified pursuant to Section 8(a) or Section 10, and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than 60 days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party), and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request and such indemnified party shall have, on or after such 60th day, given the indemnifying party at least 30 additional days’ notice that the indemnified party is entitled to settle such action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or

15

judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d) To the extent the indemnification provided for in this Section 8 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages, liabilities or judgments referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by Section 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (after deducting underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Underwriters, bear to the total price to the public of the Securities, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action, that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Securities purchased by each of the Underwriters hereunder and not joint.

16

(e) The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Section 9. Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company and the Guarantors contained in this Agreement shall be true and correct on such Closing Date with the same force and effect as if made on and as of such Closing Date.

(b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission.

(c) You shall have received on such Closing Date a certificate dated such Closing Date, signed by Andrew H. Parnes and Clay A. Halvorsen, in their capacities as the Executive Vice President – Finance and Chief Financial Officer and Executive Vice President, Secretary and General Counsel of the Company, confirming the matters set forth in Sections 7(w), 9(a), 9(b) and 9(d) and that the Company has complied with all of the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied by the Company on or prior to such Closing Date.

(d) Since the respective dates as of which information is given in the Prospectus, other than as set forth in the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company or any of its subsidiaries and (iii) other than in the ordinary course of business, neither the Company nor any of its subsidiaries shall have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in Section 9(d)(i), 9(d)(ii) or 9(d)(iii), in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus.

(e) You shall have received on such Closing Date an opinion (satisfactory to you and counsel for the Underwriters), dated such Closing Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company, to the effect that:

(i) the Company is a validly existing corporation in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to conduct its business as described in the General Disclosure Package;

17

(ii) each of the Guarantors incorporated or formed under the laws of the State of Delaware or California (the ““DECA Guarantors”) and Standard Pacific Mortgage (each, a “Specified Subsidiary”) is a validly existing corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its incorporation or formation, and has the requisite corporate, limited liability company or limited partnership power to conduct its business as described in the General Disclosure Package; the issued and outstanding capital stock of each Specified Subsidiary that is a corporation has been duly and validly issued and is fully paid and nonassessable and the membership interests and partnership interests, as the case may be, of each Specified Subsidiary that is a limited liability company or a partnership have been duly authorized and validly issued; and based solely upon the Officers’ Certificate and a review of the minute books and stock ledgers (or, in the case of a partnership or limited liability company, the partnership or limited liability agreement, as amended) of each Specified Subsidiary, each of the shares of capital stock, membership interests or partnership interests, as applicable, are owned of record by the Company or a wholly owned subsidiary of the Company;

(iii) each of the Company and the DECA Guarantors has the corporate, limited liability company or limited partnership power and authority to execute and deliver this Agreement, the Indenture, the Securities and the Guarantees and to perform its respective obligations thereunder;

(iv) the execution, delivery and performance by the Company and each of the DECA Guarantors of this Agreement have been duly authorized by all necessary corporate, limited liability company or limited partnership action on the part of the Company and each of the DECA Guarantors;

(v) this Agreement has been duly executed and delivered by the Company and each of the DECA Guarantors ;

(vi) neither the Company nor any Guarantor is or, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the General Disclosure Package, will be an “investment company” that is required to be registered under the Investment Company Act. For purposes of this paragraph, the term “investment company” has the meaning ascribed to such term in the Investment Company Act;

(vii) the execution, delivery and performance by the Company and the DECA Guarantors of this Agreement, the Indenture, the Securities (by the Company) and the Guarantees (by each of the DECA Guarantors) and the issuance by the Company of the Securities to the Underwriters: do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the States of New York or California or the United States of America under, any law or regulation currently in effect of the States of New York or California or the United States of America applicable to the Company or any of the Guarantors that, in such counsel’s experience, is generally applicable to the transactions in the nature of those contemplated by this Agreement, or the Delaware General Corporation Law. This paragraph will not include any opinion regarding any federal or state securities or Blue Sky laws or regulations;

18

(viii) the execution, delivery and performance by the Company and the Guarantors of this Agreement and the Indenture and the issuance by the Company of the Securities to the Underwriters:

(A) do not and will not violate the charter or by-laws (or, in the case of a partnership or limited liability company, the comparable organizational documents) of the Company or any Specified Subsidiary;

(B) do not and will not breach the terms of: (i) any agreement of the Company or its subsidiaries identified to such counsel in a certificate of the Company, executed by two officers of the Company and delivered to you (the “Officers’ Certificate”), as constituting an agreement material to the Company and its subsidiaries, taken as a whole (“Material Contracts”) or (ii) any order of a court identified to such counsel in the Officers’ Certificate as constituting an order binding on the Company and its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, in either case based solely on such counsel’s review of such agreements or orders;

(ix) insofar as the statements in the General Disclosure Package or the Prospectus purport to describe specific provisions of the Securities or the Guarantees, such statements present in all material respects an accurate summary of such provisions;

(x) the authorized capital stock of the Company consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock;

(xi) the execution, delivery and performance by the Company of the Indenture have been duly authorized by all necessary corporate action on the part of the Company; the Indenture has been duly executed and delivered by the Company, and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; the Securities are in the form contemplated by the Indenture; and the execution, delivery and performance of the Securities have been duly authorized by all necessary corporate action on the part of the Company and, when executed and authenticated as specified in the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will be valid and binding obligations of the Company; provided, however, that the foregoing opinions will be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding at law or in equity;

19

(xii) the execution, delivery and performance by each of the DECA Guarantors of the Indenture have been duly authorized by all necessary corporate, limited liability company or limited partnership action on the part of each of the DECA Guarantors; the Indenture has been duly executed and delivered by each of the DECA Guarantors, and constitutes a valid and binding obligation of each of the Guarantors, enforceable against each of the Guarantors in accordance with its terms; the Guarantees are in the form contemplated by the Indenture; and the execution, delivery and performance of the Guarantees by the DECA Guarantors have been duly authorized by all necessary corporate, limited liability company or limited partnership action on the part of each of the DECA Guarantors and, when the Securities are executed and authenticated as specified in the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, the Guarantees will be valid and binding obligations of the Guarantors; provided, however, that the foregoing opinions (1) will be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding a law or in equity, and (2) may assume that (i) each Florida Guarantor that is a corporation is a validly existing corporation, each Florida Guarantor that is a limited liability company is a validly existing limited liability company, and each Florida Guarantor that is a partnership is a validly existing partnership, and in each case, its status is Active under the laws of the State of Florida; (ii) each Florida Guarantor has the corporate, limited liability company or partnership power to execute and deliver the Indenture and perform its obligations under the Indenture and its respective Guarantee; and (iii) the execution and delivery by each Florida Guarantor of the Indenture and its respective Guarantee and the performance of its obligations thereunder have been duly authorized by all necessary corporate, limited liability company or partnership action on the part of each of the Florida Guarantors and do not violate any Florida law, regulation, order, judgment or decree applicable to such Florida Guarantor;

(xiii) the Securities are convertible into the Underlying Shares in accordance with the terms of the Indenture; the Underlying Shares initially issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon such conversion in accordance with the terms of the Indenture and, when issued upon such conversion, will be validly issued, fully paid and non-assessable; and

(xiv) to the extent that the statements under the caption “Material U.S. Federal Income Tax Considerations” in the Prospectus purport to describe specific provisions of the Internal Revenue Code or tax consequences under the Internal Revenue Code, such statements present in all material respects an accurate summary thereof.

The opinion of Gibson, Dunn & Crutcher LLP described in Section 9(e) above shall be rendered to you at the request of the Company and the Guarantors and shall so state therein.

20

(f) You shall have received on such Closing Date a letter (satisfactory to you and counsel for the Underwriters), dated such Closing Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company, to the effect that:

(i) the Registration Statement has become effective under the Act, and to such counsel’s knowledge, based solely upon the telephonic confirmation from the Staff of the Commission on September 28, 2007, as of the time of such confirmation that no stop order suspending the Registration Statement’s effectiveness has been issued under the Act;

(ii) (A) each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus (except for financial statements (and related notes) and other financial data and other statistical or other information of an accounting or financial nature included therein or omitted therefrom as to which no opinion need be expressed) complied on its face when so filed as to form with the Exchange Act in all material respects, and (B) the Registration Statement, at the Effective Date, and the Prospectus, as of its issue date, and any supplement or amendment thereto (if any) as of its respective date (except in each case for the financial statements (and related notes thereto) and other financial data and other statistical or other information of an accounting or financial nature included therein or omitted therefrom and the part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) as to which no opinion need be expressed) complied on its face as to form with the Act in all material respects; and

(iii) no facts have come to the attention of such counsel which leads them to believe that (A) the Registration Statement and the base prospectus included therein (except for the financial statements (and related notes thereto) and other financial data and other statistical or other information of an accounting or financial nature included therein or omitted therefrom as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act), on the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as amended or supplemented, if applicable (except for the financial statements (and related notes thereto) and other financial data and other statistical and other information of an accounting or financial nature, as aforesaid), as of its issue date or the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) the General Disclosure Package (except for the financial statements (and related notes thereto) and other financial data and other statistical or other information of an accounting or financial nature, as aforesaid), as of the Applicable Time, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

21

(g) You shall have received on such Closing Date an opinion (satisfactory to you and counsel for the Underwriters), dated such Closing Date, of Smith, Gambrell & Russell, LLP, special Florida counsel for the Company, to the effect that:

(i) each of the Guarantors formed under the laws of the State of Florida (each, a “Florida Guarantor”) is a validly existing limited liability company, limited partnership or registered general partnership, as applicable, and its status is Active under the laws of the State of Florida; each Florida Guarantor has the requisite limited liability company or partnership power, as applicable, to conduct its business as presently conducted, or as contemplated to be conducted by the Florida Guarantor as certified in the Officers’ Certificate; the membership interests and partnership interests, as applicable, of each Florida Guarantor have been duly authorized and validly issued; and, based solely upon the Officers’ Certificate and a review of the applicable partnership agreement or limited liability agreement, as amended, of each Florida Guarantor, each of the membership interests or partnership interests, as applicable, are owned of record by the Company or a wholly owned subsidiary of the Company;

(ii) each of the Florida Guarantors has the limited liability company or partnership power, as applicable, to execute and deliver this Agreement, the Indenture and the Guarantees and to perform its respective obligations thereunder;

(iii) the execution, delivery and performance by each of the Florida Guarantors of this Agreement have been duly authorized by all necessary limited liability company or partnership action, as applicable, on the part of each of the Florida Guarantors;

(iv) this Agreement has been duly executed and delivered by each of the Florida Guarantors;

(v) the execution, delivery and performance by the Florida Guarantors of this Agreement and the Indenture do not violate the partnership agreement, operating agreement or articles of formation of the Florida Guarantors, as applicable; and

(vi) the execution, delivery and performance by each of the Florida Guarantors of the Indenture and its respective Guarantee have been duly authorized by all necessary limited liability company or partnership action, as applicable, on the part of each of the Florida Guarantors and do not violate any Florida law or regulation applicable to such Florida Guarantor or any order or judgment applicable to such Florida Guarantor identified to such counsel in the Officers’ Certificate as constituting an order or judgment, binding on one or more of the Florida Guarantors, that is material to the Company and its subsidiaries, taken as a whole, in either case based solely on such counsel’s review of such orders and judgments; and the Indenture and the respective Guarantee of each Florida Guarantor have been duly executed and delivered by each of the Florida Guarantors.

The opinion of special Florida counsel to the Company described in Section 9(g) above shall be rendered to you at the request of the Company and the Florida Guarantors and shall so state therein.

22

(h) You shall have received on such Closing Date opinions, dated such Closing Date, of O’Melveny & Myers LLP and Davis Polk & Wardwell, counsels for the Underwriters, as to such matters as are customarily covered in such opinions.

(i) You shall have received, on each of the date hereof and such Closing Date, a letter dated the date hereof or such Closing Date, as the case may be, in form and substance satisfactory to you, from Ernst & Young LLP, independent public accountants, containing the information and statements agreed to with the Underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the General Disclosure Package.

(j) The Company shall not have failed on or prior to such Closing Date to perform or comply with any of the agreements herein contained and required to be performed or complied with by the Company on or prior to such Closing Date.

(k) By the First Closing Date, the Underlying Shares shall have been approved for listing on The New York Stock Exchange, subject only to notice of issuance.

(l) At or prior to the Applicable Time, the Company shall have furnished to the Underwriters a letter substantially in the form of Exhibit A hereto from each executive officer and director of the Company.

Section 10. Qualified Independent Underwriter. The Company hereby confirms that at its request Credit Suisse has acted as a “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Securities. The Company will indemnify and hold harmless the QIU and each person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the QIU or any such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) result from the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter,” except for such losses, claims, damages or liabilities resulting from the QIU’s or any such controlling person’s gross negligence or willful misconduct, and will reimburse the QIU or any such controlling person for any legal or other expenses reasonably incurred by the QIU or any such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

Section 11. Effectiveness of Agreement and Termination. This Agreement shall become effective at the Applicable Time.

This Agreement may be terminated at any time on or prior to the First Closing Date or Optional Closing Date(s) by you by written notice to the Company if any of the following has occurred after the date of this Agreement: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Underwriters, is material and adverse and makes it impractical or inadvisable to proceed with

23

completion of the offering or the sale of and payment for the Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriters, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Underwriters, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Securities.

Section 12. Default of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Securities which it or they have agreed to purchase hereunder on the First Closing Date or Optional Closing Date(s) and the aggregate principal amount of the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of the Securities set forth opposite its name in Schedule I bears to the aggregate principal amount of the Securities which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Securities which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 12 by an amount in excess of one-ninth of such principal amount of the Securities without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase the Securities and the aggregate principal amount of the Securities, with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities to be purchased by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone such Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

24

Section 13. Absence of Fiduciary Relationship. The Company and each of the Guarantors acknowledge and agree that:

(a) the Underwriters have been retained solely as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or any Guarantor on other matters;

(b) the price of the Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) the Company and the Guarantors have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Guarantors and that the Underwriters have no obligation to disclose such interests and transactions to the Company or any Guarantor by virtue of any fiduciary, advisory or agency relationship; and

(d) they waive, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of such fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or any Guarantor in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any Guarantor, including stockholders, employees or creditors of the Company or any Guarantor.

Section 14. Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (i) if to the Company or any Guarantor, to Standard Pacific Corp., 15326 Alton Parkway, Irvine, California, 92618, Attention: Corporate Secretary, with a copy to Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, California 92612, Attention: Michelle A. Hodges, Esq. and (ii) if to the Underwriters or to you, to you c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629, Attention: LCD-IBD, with a copy to O’Melveny & Myers LLP, 400 South Hope Street, Los Angeles, California 90071, Attention: Richard A. Boehmer, Esq., or in any case to such other address as the person to be notified may have requested in writing.

The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, the Guarantors and the several Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Underwriter, any person controlling any Underwriter, the Company, the

25

Guarantors, the officers or directors of the Company or any of the Guarantors or any person controlling the Company or any of the Guarantors, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement.

If for any reason the Securities are not delivered by or on behalf of the Company as provided herein (other than as a result of any termination of this Agreement pursuant to clauses (iii) through (vii) of the second paragraph of Section 11 or Section 12), the Company agrees to reimburse the several Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel) incurred by it. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The Company agrees to reimburse the several Underwriters and the QIU, their directors and officers and any persons controlling any of the Underwriters or the QIU, and the Underwriters agree to reimburse the Company, its directors, its officers who sign the Registration Statement and any person who controls the Company, in each case for any and all reasonable fees and expenses (including, without limitation, the reasonable fees and disbursements of counsel) incurred by them in connection with enforcing their rights hereunder (including, without limitation, pursuant to Section 8 or this Section 14).

Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Guarantors, the Underwriters, the Underwriters’ directors and officers, any controlling persons referred to herein, the Company’s and the Guarantors’ directors and the Company’s and Guarantors’ officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Securities from any of the Underwriters merely because of such purchase.

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

The term “Business Day” as used in this Agreement means a day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York City or Los Angeles.

The term “subsidiary” as used in this Agreement means a corporation, a majority of the capital stock with voting power to elect directors of which is directly or indirectly owned by the Company or any of its subsidiaries, or any other person in which the Company and its subsidiaries have at least a majority ownership interest (other than unconsolidated joint ventures, over which the Company and its subsidiaries do not have voting or economic control).

This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

26

Please confirm that the foregoing correctly sets forth the agreement between the Company, the Guarantors and the several Underwriters.

Very truly yours,
STANDARD PACIFIC CORP.
By:	/s/ Stephen J. Scarborough
Name:	Stephen J. Scarborough
Title:	Chairman, Chief Executive Officer and President
By:	/s/ Andrew H. Parnes
Name:	Andrew H. Parnes
Title:	Executive Vice President – Finance and Chief Financial Officer

GUARANTORS:

Barrington Estates, LLC, a Delaware limited liability company

CH Construction, Inc., a Delaware corporation

CH Florida, Inc., a Delaware corporation

Hilltop Residential, Ltd., a Florida limited partnership

HSP Arizona, Inc., a Delaware corporation

HSP Tucson, Inc., a Delaware corporation

HWB Construction, Inc., a Delaware corporation

HWB Investments, Inc., a Delaware corporation

Lagoon Valley Residential, LLC, a California limited liability company

LB/L-Duc II Franceschi, LLC, a Delaware limited liability company

LMD El Dorado 134, LLC, a California limited liability company

OLP Forty Development, LLC, a Florida limited liability company

Pala Village Investments, Inc., a Delaware corporation

Residential Acquisition GP, LLC, a Florida limited liability company

SP Colony Investments, Inc., a Delaware corporation

SP Coppenbarger Investments, Inc., a Delaware corporation

SP La Floresta, Inc., a Delaware corporation

SPNS Golden Gate, LLC, a Delaware limited liability company

SP Ventura Investments, Inc., a Delaware corporation

Standard Pacific 1, Inc., a Delaware corporation

Standard Pacific 1, LLC, a Delaware limited liability company

Standard Pacific 2, Inc., a Delaware corporation

Standard Pacific 2, LLC, a Delaware limited liability company

Standard Pacific 3, Inc., a Delaware corporation

Standard Pacific 3, LLC, a Delaware limited liability company

Standard Pacific 4, Inc., a Delaware corporation

Standard Pacific 4, LLC, a Delaware limited liability company

Standard Pacific 5, Inc., a Delaware corporation

Standard Pacific 5, LLC, a Delaware limited liability company

Standard Pacific 6, Inc., a Delaware corporation

Standard Pacific 6, LLC, a Delaware limited liability company

Standard Pacific 7, Inc., a Delaware corporation

Standard Pacific 7, LLC, a Delaware limited liability company

Standard Pacific 8, Inc., a Delaware corporation

Standard Pacific 8, LLC, a Delaware limited liability company

Standard Pacific 9, Inc., a Delaware corporation

Standard Pacific 9, LLC, a Delaware limited liability company

Standard Pacific of Arizona, Inc., a Delaware corporation

Standard Pacific of Central Florida, a Florida general partnership

Standard Pacific of Central Florida GP, Inc., a Delaware corporation

Standard Pacific of Colorado, Inc., a Delaware corporation

Standard Pacific of Fullerton, Inc., a Delaware corporation

Standard Pacific of Illinois, Inc., a Delaware corporation

Standard Pacific of Jacksonville, a Florida general partnership

Standard Pacific of Jacksonville GP, Inc., a Delaware corporation

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 South Florida GP, Inc., a Delaware corporation

Standard Pacific of Southwest Florida, a Florida general partnership

Standard Pacific of Southwest Florida GP, Inc., a Delaware corporation

Standard Pacific of Tampa GP, Inc., a Delaware corporation

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

Standard Pacific of Tucson, Inc., a Delaware corporation

Standard Pacific of Walnut Hills, Inc., a Delaware corporation

Walnut Hills Development 268, LLC, a California limited liability company

Westfield Homes USA, Inc., a Delaware corporation

By:

/s/ Andrew H. Parnes

Andrew H. Parnes, in his capacity as Principal Financial and Accounting Officer of each of the above Guarantors which is a corporation or limited liability company with designated officers, 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 which does not have designated officers

STANDARD PACIFIC OF COLORADO, INC., a Delaware corporation
By:	/s/ Kathleen R. Wade
	Kathleen R Wade
	Vice President

CREDIT SUISSE SECURITIES (USA) LLC
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
As Underwriters
By:	Credit Suisse Securities (USA) LLC
By:	/s/ Eric A. Anderson
Name:	Eric A. Anderson
Title:	Managing Director

SCHEDULE I

Underwriters	Principal Amount of Securities
Credit Suisse Securities (USA) LLC	$	40,000,000
Banc of America Securities LLC		30,000,000
J.P. Morgan Securities, Inc.		30,000,000
Total	$	100,000,000

SCHEDULE II

SCHEDULE III

None

EXHIBIT A

                    , 2007

Credit Suisse Securities (USA) LLC

Banc of America Securities LLC

J.P. Morgan Securities Inc.

c/o Credit Suisse Securities (USA) LLC

       Eleven Madison Avenue

       New York, New York 10010-3629

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Standard Pacific Corp., a Delaware corporation (the “Corporation”), the Guarantors named therein and you as representative of a group of Underwriters name therein, relating to an underwritten public offering of Senior Subordinated Convertible Notes due 2012 convertible into the common stock, $0.01 par value, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.

In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without your prior written consent, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether any of these transactions are to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, or publicly disclose the undersigned’s intention to make any such offer, sale, pledge or disposition or enter into any such arrangement, for a period of 60 days after the date of the Underwriting Agreement, other than (i) transfers of shares of Common Stock as bona fide gifts, as determined by you in your reasonable discretion, (ii) transfers of shares of Common Stock to a trust, the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family (for purposes of this clause, “immediate family” shall mean spouse, lineal descendant, father, mother, brother or sister of the undersigned), (iii) establishment or amendment of sales plans pursuant to Rule 10b5-1 under the Exchange Act of 1934, as amended (“Rule 10b5-1 Plans”), provided that no sales under such plans occur during such 60-day period, (iv) transfers of shares of Common Stock pursuant to any Rule 10b5-1 Plan that has been entered into by the undersigned prior to the date of this agreement and disclosed to you prior to the date hereof, (v) exercises of options to purchase Common Stock that have been granted pursuant to employee benefit plans existing at the date of the Underwriting Agreement, (vi) repurchases of shares of Common Stock by the Company from the undersigned to satisfy tax withholding obligations arising upon the vesting of

performance share awards and restricted stock granted to the undersigned prior to the date of this agreement, and (vii) if the undersigned’s services with the Company are terminated during such 60-day period, sales of such number of shares of Common Stock received upon the exercise of options to purchase Common Stock that are exercised at or after the termination of such services and have been granted pursuant to employee benefit plans existing at the date of the Underwriting Agreement to the extent such shares being sold have a then current market value less that or equal to the sum (A) the aggregate exercise price of the options so exercised and (B) the tax obligations incurred by the undersigned as a result of such exercise.

If for any reason the Underwriting Agreement shall be terminated prior to the First Closing Date, the agreement set forth above shall likewise be terminated.

Your very truly,

Name:

EX-1.2

Exhibit 1.2

7,839,809 Shares

STANDARD PACIFIC CORP.

Common Stock

UNDERWRITING AGREEMENT

September 24, 2007

CREDIT SUISSE INTERNATIONAL,

Represented By

CREDIT SUISSE, NEW YORK BRANCH

Eleven Madison Avenue

New York, New York 10010-3629

CREDIT SUISSE SECURITIES (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

Dear Sirs:

Standard Pacific Corp., a Delaware corporation (the “Company”), subject to the terms and conditions stated herein and pursuant to the Share Lending Agreement (the “Share Lending Agreement”), dated September 24, 2007, between the Company and Credit Suisse International (“CSI”) represented by Credit Suisse, New York Branch, as agent for CSI (in such capacity, the “Agent”), an affiliate of Credit Suisse Securities (USA) LLC (the “Underwriter”), proposes to issue and lend to CSI as a share loan, pursuant to and upon the terms set forth in the Share Lending Agreement, up to 7,839,809 shares of the common stock, par value $0.01 per share, of the Company (the “Securities”).

Concurrently with the issuance of the Securities, the Company is offering (the “Note Offering”) in an offering registered under the Securities Act of 1933, as amended (“Act”) by means of a prospectus supplement, up to $115,000,000 aggregate principal amount of its 6.00% Convertible Senior Subordinated Notes due 2012. Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc. are acting as the underwriters in the Note Offering.

Section 1. Registration Statement and Prospectus. A registration statement (No. 333-140871), including a prospectus, relating to the Securities has been filed with the Securities and Exchange Commission (“Commission”) and has become effective. “Registration Statement” as of any time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and any information in a prospectus or prospectus supplement deemed or retroactively deemed to

1

be a part thereof as of such time pursuant to Rule 430B (“Rule 430B”) or Rule 430C (“Rule 430C”) under the Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Date. “Effective Date” means the date and time that the Registration Statement and any post-effective amendment or amendments thereto shall be deemed, pursuant to Rule 430B(f)(2), to be effective in connection with the sale of the Securities. For purposes of determining the information contained in the Registration Statement as of any time, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

“Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be part thereof pursuant to Rule 430B or 430C that has not been superseded or modified. For purposes of determining the information contained in the Statutory Prospectus as of any time, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act. “Statutory Prospectus” without reference to a time means the Statutory Prospectus as of the Applicable Time.

“Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 (“Rule 433”) under the Act, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule I to this Agreement.

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“General Disclosure Package” means (i) the Statutory Prospectus contained in the Registration Statement at the Applicable Time, including the preliminary prospectus supplement used most recently prior to the Applicable Time, (ii) the General Use Issuer Free Writing Prospectuses, if any, and (iii) any other “free writing prospectus” (as defined in Rule 405) that the parties shall expressly agree in writing to treat as part of the Disclosure Package, and listed as such in Schedule II to this Agreement.

2

“Applicable Time” means 6:35 pm (Eastern Time) on the date of this Agreement with respect to the Initial Closing Date (as defined below) and Noon, New York City time, on the date specified in the applicable Borrowing Notice (as defined in the Share Loan Agreement) with respect to a Subsequent Closing Date (as defined below).

The terms “supplement” and “amendment” or “amend” as used in this Agreement with respect to the Registration Statement or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference in the Registration Statement or Prospectus, as applicable.

Section 2. Issuance and Transfer of Securities. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein and in the Share Lending Agreement, the Company agrees to issue to CSI in exchange for payment of the Loan Fee (as defined in the Share Lending Agreement), and CSI agrees to borrow from the Company, from time to time pursuant to one or more Borrowing Notices, the Securities specified in such Borrowing Notice, and the Underwriter, upon such issuance to CSI agrees to purchase such Securities from CSI.

Section 3. Terms of Public Offering. It is understood that the Underwriter proposes to offer the Securities from time to time for sale to the public as set forth in the Prospectus.

Section 4. Delivery. In accordance with the Share Lending Agreement, delivery of 4,657,847 of the Securities shall be made at 9:30 A.M., New York City time, on September 28, 2007, or such other time on the same or such other date as the Agent and the Company shall agree in writing. The time and date of such delivery are hereinafter referred to as the “Initial Closing Date”.

From time to time on or before the Borrowing Termination Date (as defined in the Share Lending Agreement), CSI may give one or more Borrowing Notices with respect to a number of Securities specified in the such Borrowing Notice, up to the Maximum Number of Shares (as defined in the Share Lending Agreement). In accordance with the Share Lending Agreement, delivery of the Securities specified in a Borrowing Notice shall be made on or before the Cutoff Time (as defined in the Share Lending Agreement) on the date specified in the Borrowing Notice (which will be no earlier than the third business day after the date of such Borrowing Notice), or at such other time on the same or such other date as the Agent and the Company shall agree in writing. The time and date of each such delivery are herein referred to as a “Subsequent Closing Date” and with the Initial Closing Date and each other Subsequent Closing Date, being sometimes referred to as a “Closing Date”).

The documents to be delivered on any Closing Date on behalf of the parties hereto pursuant to Section 9 of this Agreement shall be delivered at the offices of Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, California and the Securities shall be delivered at the office of The Depository Trust Company (“DTC”), all on the applicable Closing Date.

3

Section 5. Agreements of the Company. The Company agrees with you:

(a) To keep available the Registration Statement for the sale of the Securities through the Borrowing Termination Date and to keep available under the Registration Statement a number of Securities equal to the then applicable Maximum Number of Shares, and to advise you promptly and, if requested by you, to confirm such advice in writing, (i) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Statutory Prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, (iii) when any amendment to the Registration Statement becomes effective, and (iv) of the happening of any event during the period referred to in the second clause of Section 5(c) below which makes any statement of a material fact made in the Registration Statement or the Statutory Prospectus untrue or which requires any additions to or changes in the Registration Statement or the Statutory Prospectus in order to make the statements therein not misleading. Notwithstanding anything to the contrary, the Company shall be obligated to make the Registration Statement available for the sale of the Securities and to amend or supplement the Registration Statement and the Statutory Prospectus only on Permitted Borrowing Days (as defined in the Share Lending Agreement). If at any time during the period referred to in the second clause of Section 5(c) below the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(b) To furnish you five conformed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits and documents incorporated therein by reference, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits but including documents incorporated therein by reference, as you may reasonably request.

(c) To prepare the Statutory Prospectus and the Prospectus, the form and substance of which shall be reasonably satisfactory to you, and to file the Statutory Prospectus and the Prospectus in such form with the Commission within the applicable period specified in Rule 424(b) under the Act; from the date hereof and so long as, in the opinion of counsel for the Underwriter, a prospectus is (or but for the exemption in Rule 172 under the Act would be) required under the Act to be delivered in connection with sales of the Securities by the Underwriter or a dealer, not to file any further amendment to the Registration Statement and not to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use its best efforts to cause any such amendment to the Registration Statement to become promptly effective. The Company has complied and will comply with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus.

(d) Prior to 10:00 A.M., New York City time, on the second Business Day after the date of this Agreement and from time to time thereafter for such period as in the opinion of

4

counsel for the Underwriter a prospectus is required by the Act to be delivered (or but for the exemption in Rule 172 under the Act would be) in connection with sales of the Securities by the Underwriter or a dealer, to furnish in New York City to the Underwriter and any dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus and any documents incorporated therein by reference) as the Underwriter or dealer may reasonably request.

(e) If during the period specified in the second clause of Section 5(c), any event shall occur or condition shall exist as a result of which, in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and to furnish to the Underwriter and to any dealer as many copies thereof as the Underwriter or dealer may reasonably request.

(f) To cooperate with you and counsel for the Underwriter in connection with the registration or qualification of the Securities for offer and sale by the Underwriter and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such registration or qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus, the Registration Statement, any preliminary prospectus or the offering or sale of the Securities, in any jurisdiction in which it is not now so subject.

(g) To make generally available to its security holders as soon as practicable an earnings statement covering the twelve-month period ending September 30, 2008 that shall satisfy the provisions of Section 11(a) of the Act.

(h) So long as the Securities are outstanding, to furnish to you as soon as available copies of all reports or other communications furnished to its security holders or public reports or other public communications furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed (except for so long as the Company is subject to the reporting requirements of either Section 13 or 15 of the Exchange Act, and such communications are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system, the Company shall not be required to furnish to you such communications) and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request.

(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the

5

performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities under the Act and all other fees and expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus and all amendments and supplements to any of the foregoing, including the mailing and delivering of copies thereof to the Underwriter and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Securities to CSI, including any transfer or other taxes payable thereon, (iii) all expenses in connection with the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states and all costs of producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees and reasonable fees and disbursements of counsel for the Underwriter in connection with such registration or qualification and memoranda relating thereto), (iv) the cost of printing certificates representing the Securities, (v) the costs and charges of any depositary (including DTC), and (vi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood that, except as expressly provided in the immediately preceding sentence and in Sections 8 and 12, the Underwriter shall pay all its costs and expenses, including fees and disbursements of its counsel, and travel and other expenses of the Underwriter in connection with the sale and distribution of the Securities.

(j) To use its reasonable best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

(k) From time to time during the Loan Availability Period, but not more often than once a calendar week, if the Underwriter notifies the Company that it proposes to sell any of the Securities, the Company shall use its commercially reasonable efforts to make available to CSI and the Underwriter such personnel and documents of the Company as CSI and/or the Underwriter shall reasonably request to conduct due diligence.

Section 6. Free Writing Prospectuses.

(a) The Company represents and agrees that, unless the Company obtains the prior consent of Agent, and the Underwriter represents and agrees that, unless it obtains the prior consent of the Company and Agent, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission; provided that the prior written consent of the Agent and the Company shall be deemed to have been given with respect to any “free writing prospectus” specified in Schedule I or Schedule II to this Agreement. Any such free writing prospectus consented to by the Company and Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

6

(b) The Company consents to the use by the Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering that do not reflect the final terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in any final term sheet of the Company or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clauses (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

Section 7. Representations and Warranties of the Company. The Company represents and warrants to the Underwriter that:

(a) The date of this Agreement is not more than three years subsequent to the more recent of the initial effective date of the Registration Statement or December 1, 2005. If, immediately prior to the third anniversary of the more recent of the initial effective date of the Registration Statement or December 1, 2005, any of the Securities remain unsold by the Underwriter, the Company will, prior to that third anniversary, file, if it have not already done so, a new shelf registration statement relating to the Securities, in a form reasonably satisfactory to Agent, will use its best efforts to cause such registration statement to be declared effective within 180 days after that third anniversary, and will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new shelf registration statement.

(b) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) at the date of this Agreement, the Company was not or is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company nor any subsidiary of the Company in the preceding three years having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order, all as described in Rule 405, and (y) the Company has not, in the preceding three years, been the subject of a bankruptcy petition or insolvency or similar proceeding, had a registration statement be the subject of a proceeding under Section 8 of the Act or been the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Securities, all as described in Rule 405. The Company has paid or shall pay the required Commission filing fee relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(c) As of the Applicable Time, neither (i) the General Disclosure Package nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any documents included in the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company in writing by the Underwriter expressly for use therein.

7

(d) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly for use therein.

(e) The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement is in effect, and, to the knowledge of the Company, no proceedings for such purpose are pending before or threatened by the Commission.

(f) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Statutory Prospectus complied or will comply when so filed in all material respects with the applicable requirements of the Exchange Act; (ii) the Registration Statement, on the Effective Date, did not contain and, as amended, if applicable, on the date of this Agreement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement on the Effective Date complied and, as amended or supplemented, if applicable, on the date of this Agreement does comply in all material respects with the applicable requirements of the Act, (iv) the Prospectus, when filed and as of the Closing Date, will comply in all material respects with the applicable requirements of the Act, and (v) as of its issue date and the Applicable Time, the Prospectus, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use therein.

(g) Each preliminary prospectus, if any, filed as part of the Registration Statement in connection with this offering as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the applicable requirements of the Act.

(h) The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business

8

requires such qualification, except where the failure to be so qualified is not reasonably likely, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(i) Each subsidiary of the Company has been duly incorporated or, in the case of a partnership or limited liability company, formed and is a validly existing corporation, limited liability company or partnership in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate, limited liability company or partnership, as applicable) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign corporation, limited liability company or partnership in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Company that is a corporation has been duly authorized and validly issued and is fully paid and nonassessable, and all of the partnership or membership interests of each subsidiary that is a partnership or limited liability company have been duly authorized and validly issued; and the outstanding capital stock or partnership or membership interests of each subsidiary of the Company, directly or through subsidiaries, is owned by the Company free from liens, encumbrances and defects, except in each case in this subsection (e) for matters that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(j) The Share Lending Agreement has been duly authorized by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that enforceability of the Share Lending Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(k) The Company has the authorized equity capitalization set forth in the General Disclosure Package. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable and was not issued in violation of any preemptive or similar rights. The Securities have been duly authorized and when issued in accordance with the terms of the Share Lending Agreement and this Agreement, will be validly issued, fully paid and nonassessable and will not have been issued in violation of any preemptive or similar rights.

(l) Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company, on the one hand, and any person, on the other hand, that would give rise to a valid claim against the Company, the Agent or the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this Agreement or the issuance and sale of the Securities.

(m) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement or the Share Lending Agreement in connection with the issuance and sale of the Securities by the Company, except for

9

(A) the effectiveness of the Registration Statement as initially filed with the Commission, which has been obtained, (B) such as have been obtained or will be obtained or made prior to the Closing Date, (C) such as may be required by the NASD and (D) such as may be required by the securities or blue sky laws of any state or foreign jurisdiction.

(n) The execution, delivery and performance of this Agreement and the Share Lending Agreement by the Company and the issuance and sale of the Securities by the Company and compliance by the Company with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or (ii) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or (iii) the charter or by-laws of the Company or any such subsidiary (or, in the case of a partnership or limited liability company, the comparable organizational documents), except in the cases of clauses (i) and (ii) as are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect; and the Company has the corporate power and authority to authorize and issue the Securities as contemplated by this Agreement and the Share Lending Agreement.

(o) This Agreement has been duly authorized, executed and delivered by the Company.

(p) Except as disclosed in the General Disclosure Package, (i) the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that materially interfere with the use made or to be made thereof by the Company or its subsidiaries; and (ii) the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions, except in each case for such liens, encumbrances, defects and exceptions that (1) are typically encountered in the development and acquisition of properties in the ordinary course of the Company’s business and the financing thereof, or (2) individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(q) The Company and its subsidiaries (i) possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, except for such certificates, authorities or permits (1) that the Company or its subsidiaries are seeking or expect to seek to obtain in the ordinary course of business consistent with past practice, or (2) the failure to obtain or maintain is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; and (ii) have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(r) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that is reasonably likely to have a Material Adverse Effect.

10

(s) The Company and its subsidiaries own, possess, have the right to use or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights presently employed by the Company or any of its subsidiaries, except for such matters as, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

(t) Except as disclosed in the General Disclosure Package, to the knowledge of the Company, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances, (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(u) Except as disclosed in the General Disclosure Package, (i) there are no pending actions, suits or proceedings against the Company, any of its subsidiaries or any of their respective properties by or before any court, other governmental agency or body or arbitrator (A) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, or (B) that is reasonably likely to materially and adversely affect the ability of the Company to perform its obligations under this Agreement or (C) that is otherwise required to be disclosed in the Prospectus; and (ii) to the Company’s knowledge, no such actions, suits or proceedings are threatened.

(v) The financial statements included in the Registration Statement and the General Disclosure Package present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis throughout the periods presented (except as disclosed in the General Disclosure Package).

(w) Except as disclosed in the General Disclosure Package, since the date of the latest audited financial statements included in the General Disclosure Package there has been no material adverse change, nor any development or event reasonably likely to result in a material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the General Disclosure Package or quarterly dividends declared and paid in accordance with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

11

(x) The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”); and, after giving effect to the offering of the Securities as described herein and in the Share Lending Agreement, will not be an “investment company” as defined in the Investment Company Act.

(y) Ernst & Young, LLP are independent public accountants with respect to the Company as required by the Act.

Section 8. Indemnification.

(a) The Company agrees to indemnify and hold harmless the Agent, the Underwriter and CSI, and each of their respective directors, officers and each person, if any, who controls the Agent, the Underwriter or CSI within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, any reasonable legal or other expenses incurred in connection with investigating or defending any matter, including any action, that could give rise to any such losses, claims, damages, liabilities or judgments) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Underwriter furnished in writing to the Company by the Underwriter expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to the Registration Statement, any Statutory Prospectus or any Issuer Free Writing Prospectus shall not inure to the benefit of the Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling the Underwriter where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (i) prior to the Applicable Time, the Company shall have notified the Underwriter that the Registration Statement, such Statutory Prospectus or such Issuer Free Writing Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Registration Statement and Statutory Prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected Statutory Prospectus or Issuer Free Writing Prospectus was provided to the Underwriter far enough in advance of the Applicable Time so that such corrected Statutory Prospectus or Issuer Free Writing Prospectus could have been provided to such person prior to the Applicable Time, (iii) the Underwriter did not send or give such corrected Statutory Prospectus or Issuer Free Writing Prospectus to such person at or prior to the Applicable Time, or if later, the time of sale of the Securities to such person, and (iv) such loss, claim, damage or liability would not have occurred had the Underwriter delivered the corrected Statutory Prospectus or Issuer Free Writing Prospectus to such person.

12

(b) The Underwriter and CSI severally agree to indemnify and hold harmless the Company, its directors, officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Underwriter and CSI but only with reference to information relating to the Underwriter or CSI furnished in writing to the Company by the Underwriter or CSI expressly for use in the Registration Statement at any time, any Statutory Prospectus at any time, the Prospectus or any Issuer Free Writing Prospectus.

(c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all reasonable fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), the Underwriter shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Underwriter). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such separate firm shall be designated in writing by the Underwriter, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than 60 days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party), and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request and such

13

indemnified party shall have, on or after such 60th day, given the indemnifying party at least 30 additional days’ notice that the indemnified party is entitled to settle such action. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d) To the extent the indemnification provided for in this Section 8 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages, liabilities or judgments referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and CSI and the Underwriter on the other hand from the offering of the Securities or (ii) if the allocation provided by Section 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and CSI and the Underwriter on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and CSI and the Underwriter on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (after deducting underwriting discounts and commissions but before deducting expenses) received by the Company, and the total proceeds and underwriting discounts and commissions received by CSI and the Underwriter, bear to the total price to the public of the Securities, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and CSI and the Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand and CSI or the Underwriter on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, CSI and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action, that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were

14

offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Section 9. Conditions of Underwriter’s Obligations. The obligations of the Underwriter to purchase the Securities on any Closing Date are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company contained in this Agreement shall be true and correct on such Closing Date with the same force and effect as if made on and as of such Closing Date.

(b) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or contemplated by the Commission.

(c) You shall have received on such Closing Date a certificate dated such Closing Date, signed by Andrew H. Parnes and Clay A. Halvorsen, in their capacities as the Executive Vice President – Finance and Chief Financial Officer and Executive Vice President, Secretary and General Counsel of the Company, confirming the matters set forth in Sections 7(u), 9(a), 9(b) and 9(d) and that the Company has complied with all of the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied by the Company on or prior to such Closing Date.

(d) Since the respective dates as of which information is given in the Prospectus, other than as set forth in the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there shall not have occurred any change or any development involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, (ii) there shall not have been any change or any development involving a prospective change in the capital stock or in the long-term debt of the Company or any of its subsidiaries and (iii) other than in the ordinary course of business, neither the Company nor any of its subsidiaries shall have incurred any liability or obligation, direct or contingent, the effect of which, in any such case described in Section 9(d)(i), 9(d)(ii) or 9(d)(iii), in your judgment, is material and adverse and, in your judgment, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus.

15

(e) On the Initial Closing Date and at each Subsequent Closing Date, if requested by the Underwriter, you shall have received on such Closing Date an opinion (satisfactory to you and counsel for the Underwriter), dated such Closing Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company, to the effect that:

(i) the Company is a validly existing corporation in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to conduct its business as described in the General Disclosure Package;

(ii) each of the material subsidiaries of the Company listed on Appendix A hereto incorporated or formed under the laws of the State of Delaware or California and Standard Pacific Mortgage (each, a “Specified Subsidiary”) is a validly existing corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its incorporation or formation, and has the requisite corporate, limited liability company or limited partnership power to conduct its business as described in the General Disclosure Package; the issued and outstanding capital stock of each Specified Subsidiary that is a corporation has been duly and validly issued and is fully paid and nonassessable and the membership interests and partnership interests, as the case may be, of each Specified Subsidiary that is a limited liability company or a partnership have been duly authorized and validly issued; and based solely upon the Officers’ Certificate and a review of the minute books and stock ledgers (or, in the case of a partnership or limited liability company, the partnership or limited liability agreement, as amended) of each Specified Subsidiary, each of the shares of capital stock, membership interests or partnership interests, as applicable, are owned of record by the Company or a wholly owned subsidiary of the Company;

(iii) the Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations thereunder;

(iv) the execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company;

(v) this Agreement has been duly executed and delivered by the Company;

(vi) the Company is not and, after giving effect to the offering and issuance of the Securities as described in the General Disclosure Package, will not be an “investment company” that is required to be registered under the Investment Company Act. For purposes of this paragraph, the term “investment company” has the meaning ascribed to such term in the Investment Company Act;

(vii) the execution, delivery and performance by the Company of this Agreement and the Share Lending Agreement and the issuance of the Securities to CSI, do not and will not violate, or require any filing with or approval of any governmental authority or regulatory body of the States of New York or California or the United States of America under, any law or regulation currently in effect of the States of New York or California or the United States of America applicable to the Company that, in such

16

counsel’s experience, is generally applicable to the transactions in the nature of those contemplated by this Agreement or the Share Lending Agreement, or the Delaware General Corporation Law. This paragraph will not include any opinion regarding any federal or state securities or Blue Sky laws or regulations;

(viii) the execution, delivery and performance by the Company of this Agreement and the Share Lending Agreement by the Company or the issuance of the Securities to CSI:

(A) do not and will not violate the charter or by-laws (or, in the case of a partnership or limited liability company, the comparable organizational documents) of the Company or any Specified Subsidiary;

(B) do not and will not breach the terms of: (i) any agreement of the Company or its subsidiaries identified to such counsel in a certificate of the Company, executed by two officers of the Company and delivered to you (the “Officers’ Certificate”), as constituting an agreement material to the Company and its subsidiaries, taken as a whole (“Material Contracts”) or (ii) any order of a court identified to such counsel in the Officers’ Certificate as constituting an order binding on the Company and its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, in either case based solely on such counsel’s review of such agreements or orders;

(ix) insofar as the statements in the General Disclosure Package or the Prospectus purport to describe specific provisions of the Securities, such statements present in all material respects an accurate summary of such provisions;

(x) the authorized capital stock of the Company consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock;

(xi) the execution, delivery and performance by the Company of the Share Lending Agreement have been duly authorized by all necessary corporate action on the part of the Company; the Share Lending Agreement has been duly executed and delivered by the Company, and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; provided, however, that the foregoing opinions will be subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether enforceability is considered in a proceeding at law or in equity; and

(xii) the Securities have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the applicable terms of the Share Lending Agreement and this Agreement, will be validly issued, fully paid and non-assessable,

17

The opinion of Gibson, Dunn & Crutcher LLP described in Section 9(e) above shall be rendered to you at the request of the Company and shall so state therein.

(f) On the Initial Closing Date and at each Subsequent Closing Date, if requested by the Underwriter, you shall have received on such Closing Date a letter (satisfactory to you and counsel for the Underwriter), dated such Closing Date, of Gibson, Dunn & Crutcher LLP, counsel for the Company, to the effect that:

(i) the Registration Statement has become effective under the Act, and to such counsel’s knowledge, based solely upon the telephonic confirmation from the Staff of the Commission, as of the time of such confirmation that no stop order suspending the Registration Statement’s effectiveness has been issued under the Act;

(ii) (A) each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus (except for financial statements (and related notes) and other financial data and other statistical or other information of an accounting or financial nature included therein or omitted therefrom as to which no opinion need be expressed) complied on its face when so filed as to form with the Exchange Act in all material respects, and (B) the Registration Statement, at the Effective Date, and the Prospectus, as of its issue date, and any supplement or amendment thereto (if any) as of its respective date (except in each case for the financial statements (and related notes thereto) and other financial data and other statistical or other information of an accounting or financial nature included therein or omitted therefrom and the part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) as to which no opinion need be expressed) complied on its face as to form with the Act in all material respects; and

(iii) no facts have come to the attention of such counsel which leads them to believe that (A) the Registration Statement and the base prospectus included therein (except for the financial statements (and related notes thereto) and other financial data and other statistical or other information of an accounting or financial nature included therein or omitted therefrom as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act), on the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as amended or supplemented, if applicable (except for the financial statements (and related notes thereto) and other financial data and other statistical and other information of an accounting or financial nature, as aforesaid), as of its issue date or the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) the General Disclosure Package and the pricing related information set forth in Appendix B hereto (except for the financial statements (and related notes thereto) and

18

other financial data and other statistical or other information of an accounting or financial nature, as aforesaid), as of the Applicable Time, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) On the Initial Closing Date and at each Subsequent Closing Date, if requested by the Underwriter, you shall have received an opinion (satisfactory to you and counsel for the Underwriter), dated such Closing Date, of Smith, Gambrell & Russell, LLP, special Florida counsel for the Company, to the effect that each of the subsidiaries of the Company formed under the laws of the State of Florida (each, a “Florida Subsidiary”) is a validly existing limited liability company, limited partnership or registered partnership, as applicable, and its status is Active under the laws of the State of Florida; each Florida Subsidiary has the requisite limited liability company or partnership power, as applicable, to conduct its business as presently conducted, or as contemplated to be conducted by each Florida Guarantor as certified in the Officers’ Certificate; the membership interests and partnership interests, as applicable, of each Florida Subsidiary have been duly authorized and validly issued; and, based solely upon the Officers’ Certificate and a review of the applicable partnership or limited liability agreement, as amended, of each Florida Subsidiary, each of the membership interests or partnership interests, as applicable, are owned of record by the Company or a wholly owned subsidiary of the Company;

The opinion of special Florida counsel to the Company described in Section 9(g) above shall be rendered to you at the request of the Company and shall so state therein.

(h) On the Initial Closing Date and at each Subsequent Closing Date, if requested by the Underwriter, you shall have received an opinion, dated such Closing Date, of O’Melveny & Myers LLP, counsel for the Underwriter, as to such matters as are customarily covered in such opinion.

(i) On each of the date hereof, the Initial Closing Date and each Subsequent Closing Date, if requested by the Underwriter, a letter dated such date, in form and substance satisfactory to you, from Ernst & Young LLP, independent public accountants, containing the information and statements agreed to with the Underwriter with respect to the financial statements and certain financial information contained in or incorporated by reference into the General Disclosure Package.

(j) The Company shall not have failed on or prior to such Closing Date to perform or comply with any of the agreements herein contained and required to be performed or complied with by the Company on or prior to such Closing Date.

(k) By the Initial Closing Date, the Securities shall have been approved for listing on The New York Stock Exchange, subject only to notice of issuance.

(l) The Note Offering, substantially on the terms described in the Prospectus, shall have been consummated on the Initial Closing Date.

(m) Notwithstanding the foregoing, the Underwriter may request the opinion and letters referred to in clauses (e), (f), (g), (h) and (i) of this Section 9 with respect to a Subsequent

19

Closing Date only if, since the date such opinions and letters were last delivered to you, either (A) 30 days has passed or (B) the Registration Statement or the Prospectus has been amended or supplemented, including by the filing of documents by the Company under the Exchange Act that are incorporated by reference into the Registration Statement or the Prospectus.

Section 10. Effectiveness of Agreement and Termination. This Agreement shall become effective at the Applicable Time.

This Agreement may be terminated at any time on or prior to any Closing Date by you by written notice to the Company if any of the following has occurred after the date of this Agreement: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Underwriter, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriter, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Securities.

Section 11. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) the Underwriter has been retained solely as underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Underwriter, on the other hand, have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or is advising the Company on other matters;

20

(b) the price of the Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) the Company has been advised that the Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d) the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriter for breach of such fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Section 12. Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (i) if to the Company, to Standard Pacific Corp., 15326 Alton Parkway, Irvine, California, 92618, Attention: Corporate Secretary, with a copy to Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, California 92614, Attention: Michelle A. Hodges, Esq. and (ii) if to the Underwriter or to the Agent, to you c/o Credit Suisse, New York Branch, Eleven Madison Avenue, New York, New York 10010-3629, Attention: LCD-IBD, with a copy to O’Melveny & Myers LLP, 400 South Hope Street, Los Angeles, California 90071, Attention: Richard A. Boehmer, Esq., or in any case to such other address as the person to be notified may have requested in writing.

The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, CSI and the Underwriter set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter, the officers or directors of the Underwriter, any person controlling the Underwriter, CSI, the officers or directors of CSI, any person controlling CSI, the Company, the officers or directors of the Company or any person controlling the Company, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement.

If for any reason the Securities are not delivered by or on behalf of the Company as provided herein (other than as a result of any termination of this Agreement pursuant to clauses (iii) through (vii) of the second paragraph of Section 10), the Company agrees to reimburse the Underwriter for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel) incurred by it. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 5(i) hereof. The Company agrees to reimburse CSI, the officers or directors of CSI, any person controlling CSI, the Underwriter, its directors and officers and any persons controlling the Underwriter, and the Underwriter and CSI severally agree to reimburse the Company, its directors, its officers who sign the Registration Statement and any person who controls the Company, in each case for any

21

and all reasonable fees and expenses (including, without limitation, the reasonable fees and disbursements of counsel) incurred by them in connection with enforcing their rights hereunder (including, without limitation, pursuant to Section 8 or this Section 12).

Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, CSI, the Underwriter, CSI’s and the Underwriter’s directors and officers, any controlling persons referred to herein, the Company’s directors and the Company’s officers who sign the Registration Statement and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include a purchaser of any of the Securities from the Underwriter merely because of such purchase.

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

The term “Business Day” as used in this Agreement means a day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York City or Los Angeles.

The term “subsidiary” as used in this Agreement means a corporation, a majority of the capital stock with voting power to elect directors of which is directly or indirectly owned by the Company or any of its subsidiaries, or any other person in which the Company and its subsidiaries have at least a majority ownership interest (other than unconsolidated joint ventures, over which the Company and its subsidiaries do not have voting or economic control).

This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

22

Please confirm that the foregoing correctly sets forth the agreement between the Company, you and the Underwriter.

Very truly yours,
STANDARD PACIFIC CORP.
By:	/s/ Stephen J. Scarborough
Name:	Stephen J. Scarborough
Title:	Chairman, Chief Executive Officer and President
By:	/s/ Andrew H. Parnes
Name:	Andrew H. Parnes
Title:	Executive Vice President – Finance and Chief Financial Officer

CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Eric A. Anderson
Name:	Eric A. Anderson
Title:	Managing Director
CREDIT SUISSE INTERNATIONAL
By:	/s/ Sayedur Khan
Name:	Sayedur Khan
Title:	Authorized Signatory
CREDIT SUISSE, NEW YORK BRANCH
By:	/s/ Stuart B. Ganes
Name:	Stuart B. Ganes
Title:	Director

SCHEDULE I

None

SCHEDULE II

None

EX-4.1

Exhibit 4.1

EXECUTION COPY

THIRD SUPPLEMENTAL INDENTURE

by and among

STANDARD PACIFIC CORP., as Issuer

the GUARANTORS party hereto

and

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

Dated as of September 24, 2007

Supplemental to Indenture

Dated as of April 10, 2002

Authorizing the Issuance of

6% Convertible Senior Subordinated Notes due 2012

TABLE OF CONTENTS

	Page
ARTICLE 1 Scope and Definitions	2
SECTION 1.01. Scope of Third Supplemental Indenture	2
SECTION 1.02. Definitions	2
SECTION 1.03. Rules of Construction	14
ARTICLE 2 The Notes	14
SECTION 2.01. Designation, Amount and Issuance of Notes	14
SECTION 2.02. Form of the Notes	14
SECTION 2.03. Conversion	15
SECTION 2.04. Date and Denomination of Notes; Payment at Maturity; Payment of Interest	15
SECTION 2.05. Registrar and Paying Agent	16
SECTION 2.06. Exchange and Registration of Transfer of Notes	16
ARTICLE 3 Repurchase of Notes	17
SECTION 3.01. Repurchase at Option of Holders Upon a Fundamental Change	17
SECTION 3.02. Withdrawal of Fundamental Change Repurchase Notice	19
SECTION 3.03. Deposit of Fundamental Change Repurchase Price	19
SECTION 3.04. Notes Repurchased in Part	20
SECTION 3.05. Covenant to Comply with Securities Laws Upon Repurchase of Notes	20
ARTICLE 4 Covenants	20
SECTION 4.01. Reports	20
SECTION 4.02. Further Instruments and Acts	21
SECTION 4.03. Additional Interest	21
SECTION 4.04. Statement by Officer as to Default	21
SECTION 4.05. Waiver of Stay, Extension or Usury Laws	21

ARTICLE 5 Successor Company	22
SECTION 5.01. When Company May Merge or Transfer Assets	22
SECTION 5.02. Successor to be Substituted	22
SECTION 5.03. Opinion of Counsel to be Given Trustee	23
ARTICLE 6 Defaults and Remedies	23
SECTION 6.01. Events of Default	23
SECTION 6.02. Acceleration	25
SECTION 6.03. Failure to Comply with Reporting Covenant	26
ARTICLE 7 Guarantee of the Notes	26
SECTION 7.01. Unconditional Guarantees	26
SECTION 7.02. Severability	27
SECTION 7.03. Release of a Guarantor; Termination of Guarantee	27
SECTION 7.04. Limitation of a Guarantor’s Liability	28
SECTION 7.05. [Intentionally omitted]	28
SECTION 7.06. Contribution	28
SECTION 7.07. Waiver of Subrogation	29
SECTION 7.08. Execution of Guarantee	29
SECTION 7.09. Subordination of Guarantee	29
SECTION 7.10. Compensation and Indemnity	29
ARTICLE 8 Discharge of Indenture	29
SECTION 8.01. Discharge of Company’s and Guarantor’s Liability on Notes	29
SECTION 8.02. Application of Trust Money	30
SECTION 8.03. Repayment to Company	30
SECTION 8.04. Reinstatement	30
ARTICLE 9 Amendments	31
SECTION 9.01. Without Consent of Noteholders	31
SECTION 9.02. With Consent of Noteholders	32

-ii-

ARTICLE 10 Conversion of Notes	33
SECTION 10.01. Right to Convert	33
SECTION 10.02. Conversion Procedures; Settlement Upon Conversion; No Adjustment for Interest or Dividends; No Fractional Shares	35
SECTION 10.03. Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection With Make-Whole Fundamental Changes	38
SECTION 10.04. Adjustment of Conversion Rate	40
SECTION 10.05. Effect of Reclassification, Consolidation, Merger or Sale	48
SECTION 10.06. Certain Covenants	49
SECTION 10.07. Notice to Holders Prior to Certain Actions	49
SECTION 10.08. Stockholder Rights Plans	50
SECTION 10.09. Responsibility of Trustee	50
ARTICLE 11 Miscellaneous	51
SECTION 11.01. Notices	51
SECTION 11.02. When Notes Disregarded	51
SECTION 11.03. GOVERNING LAW	51
SECTION 11.04. No Recourse Against Others	51
SECTION 11.05. Successors	52
SECTION 11.06. Multiple Originals	52
SECTION 11.07. Table of Contents; Headings	52
SECTION 11.08. Severability Clause	52
SECTION 11.09. Calculations	52
SECTION 11.10. No Adverse Interpretation of Other Agreements	52
Exhibit A    -     Form of Note

-iii-

THIS THIRD SUPPLEMENTAL INDENTURE dated as of September 24, 2007 (the “Third Supplemental Indenture”), among STANDARD PACIFIC CORP., a Delaware corporation, as issuer (the “Company”), the guarantors listed on the signature page hereto (the “Initial Guarantors”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).

WHEREAS, this Third Supplemental Indenture is supplemental to the indenture dated as of April 10, 2002 (the “Original Indenture”) by and between the Company and J.P. Morgan Trust Company, N.A., as Trustee (the “Original Trustee”), which was previously supplemented by the First Supplemental Indenture dated as of April 10, 2002 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of February 22, 2006 (the “Second Supplemental Indenture”), in each case by and between the Company and the Original Trustee and relating to the Company’s outstanding 9 ¹/4% Senior Subordinated Notes due 2012;

WHEREAS, the Company has duly authorized the creation of an issue of its 6% Convertible Senior Subordinated Notes due 2012 (the “Notes”), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, the Company has duly authorized the execution and delivery of this Third Supplemental Indenture (the Original Indenture, as supplemented by this Third Supplemental Indenture, the “Indenture”);

WHEREAS, pursuant to Section 2.01 of the Original Indenture, the Company may establish one or more Series of Securities from time to time as authorized by a supplemental indenture;

WHEREAS, all things necessary to make the Notes, when the Notes are duly executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Third Supplemental Indenture a valid and binding agreement of the Company, in accordance with their and its terms, have been done and performed, and the execution of this Third Supplemental Indenture and the issue hereunder of the Notes have in all respects been duly authorized; and

WHEREAS, the Guarantors party hereto have duly authorized the execution and delivery of this Third Supplemental Indenture as guarantors of the Notes. All things necessary to make the Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary to make the Guarantee, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Guarantor as hereinafter provided.

NOW, THEREFORE, this Third Supplemental Indenture WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1

Scope and Definitions

SECTION 1.01. Scope of Third Supplemental Indenture. The changes, modifications and supplements to the Original Indenture affected by this Third Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall be limited to $100 million aggregate principal amount (or the lesser of (i) $115,000,000 and (ii) $100,000,000 plus the principal amount of Notes to be purchased pursuant to the Underwriters’ over-allotment option pursuant to the Underwriting Agreement) outstanding at any time and which may be issued from time to time, and shall not apply to any other Securities that may be issued under the Original Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. The provisions of the Third Supplemental Indenture shall supersede any corresponding or inconsistent provisions in the Original Indenture.

SECTION 1.02. Definitions. The terms defined in this Section 1.02 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Third Supplemental Indenture, and for purposes of the Original Indenture as it relates to the Notes, shall have the respective meanings specified in this Section 1.02. Except as otherwise provided in this Third Supplemental Indenture, all words, terms and phrases defined in the Original Indenture (but not otherwise defined herein) shall have the same meaning herein as in the Original Indenture. All other terms used in this Third Supplemental Indenture that are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Third Supplemental Indenture. The words “herein”, “hereof”, “hereunder” and words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural as well as the singular, and the word “including” shall be deemed to mean “including without limitation.”

“Additional Interest” has the meaning specified in Section 6.03.

“Additional Shares” has the meaning specified in Section 10.03.

“Adjustment Event” has the meaning specified in Section 10.04(k).

“Adjusted Net Assets” has the meaning specified in Section 7.06.

“Bank Credit Facility” means the Revolving Credit Facility, the Term Loan Credit Facilities and any other bank credit agreement or credit facility entered into in the future by the Company or any Guarantor and any other agreement (including all related ancillary agreements) pursuant to which any of the Indebtedness, Obligations, commitments, costs, expenses, fees, reimbursements and other indemnities payable or owing under the Revolving Credit Facility, the Term Loan Credit Facilities or any other bank credit agreement or credit facility (or under any subsequent Bank Credit Facility) may be refinanced, restructured, renewed,

-2-

extended, refunded, replaced or increased, as any such Revolving Credit Facility, Term Loan Credit Facility, bank credit agreement, credit facility or other agreement may from time to time at the option of the parties thereto be amended, renewed, supplemented or otherwise modified.

“Bankruptcy Law” has the meaning specified in Section 6.01.

“Bid Solicitation Agent” means the agency appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 10.01(2). The Bid Solicitation Agent appointed by the Company shall initially be the Trustee.

“Board of Directors” means the board of directors of the Company or, other than for purposes of the definition of “Fundamental Change”, any duly authorized committee thereof.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are authorized or obligated by law or executive order to close.

“close of business” means 5:00 p.m. (New York City time).

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“Common Stock” means the shares of common stock, par value $0.01 per share, of the Company as they exist on the date of this Indenture or any other shares of Capital Stock of the Company into which the Common Stock shall be reclassified or changed or, in the event of a merger, consolidation or other similar transaction involving the Company that is otherwise permitted hereunder in which the Company is not the surviving corporation, the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing common equity interests of such surviving corporation.

“Company” means the party named as such in this Third Supplemental Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on Notes.

“Conversion Agent” means the agency appointed by the Company to which Notes may be presented for conversion. The Conversion Agent appointed by the Company shall initially be the Trustee.

“Conversion Date” has the meaning specified in Section 10.02(a).

“Conversion Notice” has the meaning specified in Section 10.02(a).

“Conversion Obligation” has the meaning specified in Section 10.01.

-3-

“Conversion Price” on any date of determination means $1,000 divided by the Conversion Rate as of such date.

“Conversion Rate” has the meaning specified in Section 10.01.

“Conversion Value,” for every $1,000 principal amount of a Note being converted, means an amount equal to the sum of the Daily Conversion Values for each of the thirty (30) Settlement Period Trading Days in the Settlement Period.

“Corporate Trust Office” or other similar term, means the designated office of the Trustee at which at any particular time its corporate trust business as it relates to the Indenture shall be administered, which office is, at the date as of which this Third Supplemental Indenture is dated, located at 2 North LaSalle, Suite 1020, Chicago, IL 60602, Attention: Global Corporate Trust or at any other time at such other address as the Trustee may designate from time to time by notice to the Company.

“Current Market Price” for purposes of clauses (b), (c) and (d) under Section 10.04, means the average of the Last Reported Sale Prices of the Common Stock over the ten (10) consecutive Trading-Day period ending on the Trading Day immediately preceding the date of announcement of such transaction (in the case of clause (b)) or the Ex-Dividend Date (in all other cases) for the distribution requiring such computation.

“Custodian” has the meaning specified in Section 6.01.

“Daily Conversion Value” for any Settlement Period Trading Day equals 1/30th of (x) the Conversion Rate in effect on that Settlement Period Trading Day multiplied by (y) the VWAP of the Common Stock on that Settlement Period Trading Day.

“Depositary” means the clearing agency registered under the Exchange Act that is designated to act as the Depositary for the Global Notes. DTC shall be the initial Depositary, until a successor shall have been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter, “Depositary” shall mean or include such successor.

“Determination Date” has the meaning specified in Section 10.04(k).

“Distributed Property” has the meaning specified in Section 10.04(c).

“DTC” means The Depository Trust Company.

“Effective Date” has the meaning specified in Section 10.03.

“Event of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Ex-Dividend Date” means, in respect of a dividend or distribution to holders of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant dividend or distribution from the seller of the Common Stock to its buyer.

-4-

“Existing Senior Notes” means the debt securities of the Company issued under the Senior Debt Securities Indenture, dated as of April 1, 1999, as amended or supplemented from time to time, and outstanding as of the date of this Third Supplemental Indenture, until such debt securities cease to be outstanding.

“Existing Senior Subordinated Notes” means the debt securities of the Company (other than the Notes) issued under the First Supplemental Indenture and outstanding as of the date of this Third Supplemental Indenture, until such debt securities cease to be outstanding.

“Expiration Date” has the meaning specified in Section 10.04(e).

“Expiration Time” has the meaning specified in Section 10.04(e).

“Fair Market Value” means the amount that a willing buyer would pay to a willing seller in an arms’ length transaction, as determined by the Board of Directors.

“First Supplemental Indenture” means the First Supplemental Indenture dated as of April 10, 2002 by and between the Company and the Trustee, as amended or supplemented from time to time.

“Fixed Cash Amount” has the meaning specified in Section 10.02(b).

“Fundamental Change” shall be deemed to have occurred at such time after the original issuance of the Notes that any of the following occurs:

(i) any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act), other than the Company, its Subsidiaries or the employee benefit plans of the Company or any such Subsidiary of the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity;

(ii) consummation of any consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or any conveyance, transfer, sale, lease or other disposition in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however, that a transaction where the Holders of more than 50% of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee immediately after such event shall not be a Fundamental Change;

-5-

(iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Company’s Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the Company’s shareholders was approved by a majority vote of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

(iv) the Common Stock (or other common stock into which the Notes are then convertible) ceases to be quoted or listed for trading on a national securities exchange or market or another established automated over-the-counter trading market in the United States, except as a result of consolidation or merger to which the Company is a party or a tender offer or exchange offer for the Company’s Common Stock or other common stock into which the Notes are then convertible;

provided, however, that a Fundamental Change shall not be deemed to have occurred if at least 90% of the consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights, in the transaction or transactions otherwise constituting the Fundamental Change consists of shares of common stock quoted or listed for trading on a national securities exchange or market which will be so listed or quoted when issued or exchanged in connection with such transaction or transactions (“Publicly Traded Securities”), and as a result of such transaction or transactions, the Notes become convertible based on such Publicly Traded Securities.

For purposes of this definition, whether a “person” is a “beneficial owner” shall be determined in accordance with Rule 13d-3 under the Exchange Act and “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

“Fundamental Change Company Notice” has the meaning specified in Section 3.01(b).

“Fundamental Change Repurchase Date” has the meaning specified in Section 3.01(a).

“Fundamental Change Repurchase Expiration Time” has the meaning specified in Section 3.01(a)(1).

“Fundamental Change Repurchase Notice” has the meaning specified in Section 3.01(a)(1).

“Fundamental Change Repurchase Price” has the meaning specified in Section 3.01(a).

“Funding Guarantor” has the meaning specified in Section 7.06.

-6-

“Global Notes” has the meaning specified in Section 2.02.

“Guarantee” means any guarantee by a Guarantor of the Notes that may be issued under the Indenture, executed pursuant to the terms of the Indenture.

“Guarantor Senior Indebtedness” means, at any date, all Indebtedness of any Guarantor, including principal, premium, if any, and interest (including Post-Petition Interest), fees and other amounts payable in connection with such Indebtedness, unless the instrument under which such Indebtedness of the Guarantor is incurred expressly provides that such Indebtedness is not senior or superior in right of payment to such Guarantor’s Guarantee of the Notes and all renewals, extensions, modifications, amendments, restructurings or refinancings thereof. Without limiting the generality of the foregoing, “Guarantor Senior Indebtedness” shall also include the principal of, premium, if any, interest (including any Post-Petition Interest) on, and all other amounts owing in respect of (1) all monetary obligations of every nature of any Guarantor under, or with respect to, any Bank Credit Facility, including obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof) and (2) all Interest Rate Agreements (and guarantees thereof); in each case whether outstanding on the date the Notes are originally issued pursuant to the Indenture thereafter incurred. Notwithstanding the foregoing, Guarantor Senior Indebtedness shall not include (a) to the extent that it may constitute Indebtedness, any obligation for federal, state, local or other taxes; (b) any Indebtedness between the Guarantor and the Company; (c) to the extent that it may constitute Indebtedness, any obligation in respect of any trade payable incurred for the purchase of goods or materials, or for services obtained, in the ordinary course of business; (d) that portion of any Indebtedness that is incurred in violation of the terms of the Existing Senior Subordinated Notes or the incurrence of any Indebtedness by any Guarantor that purports to be subordinated to any Indebtedness of such Guarantor but that by its terms is not expressly stated to be pari passu with or subordinated to such Guarantor’s Guarantee of the Notes; (e) Indebtedness evidenced by such Guarantor’s Guarantee of the Notes or its guarantee of any Existing Senior Subordinated Notes; and (f) to the extent that it may constitute Indebtedness, any obligation owing under leases (other than Capitalized Lease Obligations).

“Guarantors” means (A) initially, the Initial Guarantors and (B) each of the Company’s other Subsidiaries that executes a Guarantee of the Notes pursuant to the terms of the Indenture; provided that, upon release or discharge of such Person from its Guarantee in accordance with the provisions of the Indenture, such Person shall cease to be a Guarantor.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary; provided further, however, that in the case of a discount security, neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness. The term “Incurrence” when used as noun shall have a correlative meaning.

“Indenture” means the Original Indenture, as amended and supplemented by this Third Supplemental Indenture and, if further amended or supplemented as herein provided, as so amended or supplemented.

-7-

“Initial Conversion Rate” has the meaning specified in Section 10.01.

“interest” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including defaulted interest, if any, and Additional Interest, if any.

“Interest Payment Date” has the meaning specified in Section 2.04(c).

“Last Reported Sale Price” of the Common Stock on any date means:

(i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported by the New York Stock Exchange; or

(ii) if the Common Stock is not listed on the New York Stock Exchange, the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange or market on which the Common Stock is traded; or

(iii) if the Common Stock is not listed for trading on a U.S. national or regional securities exchange or market, the last quoted bid price for the Common Stock in the over-the-counter market on that date as reported by Pink Sheets, LLC or a similar organization; or

(iv) if the Common Stock is not so quoted by Pink Sheets LLC or a similar organization, the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from a nationally recognized independent investment banking firm selected by the Company for this purpose.

The Last Reported Sale Price of the Common Stock will be determined without reference to extended or after hours trading. If during a period applicable for calculating the Last Reported Sale Price of the Common Stock an event occurs that requires an adjustment to the Conversion Rate, the Last Reported Sale Price shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such event on the price of the Common Stock during such period.

“Make-Whole Fundamental Change” means any transaction or event that constitutes a Fundamental Change as described in clause (i), (ii) and (iv) of the definition thereof, but without regard to the proviso in clause (ii) of such definition.

“Market Disruption Event” means, if the Common Stock is listed on the New York Stock Exchange or listed on another U.S. national or regional securities exchange, the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

-8-

“Maturity Date” means October 1, 2012.

“Net Share Settlement” has the meaning specified in Section 10.02(b).

“Non-Recourse Indebtedness” means Indebtedness or other obligations secured by a lien on property to the extent that the liability for such Indebtedness or other obligations is limited to the security of the property without liability on the part of the Company or any Subsidiary (other than the Subsidiary which holds title to such property) for any deficiency.

“Noteholder” or “Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Notes” means any Notes issued, authenticated and delivered under this Third Supplemental Indenture, including any Global Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“opening of business” means 9:00 a.m. (New York City time).

“Original Indenture” means the indenture dated as of April 10, 2002 by and between the Company and the Trustee.

“Original Trustee” means J.P. Morgan Trust Company, N.A.

“Paying Agent” means any Person (including the Company or a Subsidiary of the Company) appointed by the Company to pay the principal amount of, interest on, Fundamental Change Repurchase Price with respect to, or any other amounts with respect to, any Notes on behalf of the Company. The Trustee shall initially be the Paying Agent.

“Public Traded Securities” has the meaning specified within the definition of “Fundamental Change” in this Section 1.02.

“Record Date” means, in respect of a dividend or distribution to holders of Common Stock, the date fixed for determination of holders of Common Stock entitled to receive such dividend or distribution.

“Reference Property” has the meaning specified in Section 10.05.

“Register” has the meaning specified in Section 2.05.

“Regular Record Date” means, with respect to any Interest Payment Date of the Notes, the March 15 and September 15 preceding the applicable April 1 and October 1 Interest Payment Date, respectively.

“Reorganization Event” has the meaning specified in Section 10.05.

-9-

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee with direct responsibility for the administration of the Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of or familiarity with the particular subject.

“Revolving Credit Facility” means that certain Revolving Credit Agreement (as amended from time to time, the “Revolving Credit Agreement”) dated as of August 31, 2005 among the Company, Bank of America, N.A., as Administrative Agent, the lenders party thereto from time to time, and the other Loan Documents (as defined in the Revolving Credit Agreement) or other analogous documents entered into in connection with any refinancing, restructuring, renewal, extension, refunding, replacement or increase thereof, as any of the foregoing has been or may from time to time be amended, renewed, supplemented or otherwise modified at the option of the parties thereto (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) and to add any Subsidiary as an additional direct obligor thereunder.

“Schedule TO” means a Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act.

“Scheduled Trading Day” means any day on which the primary U.S. national securities exchange or market on which the Common Stock is listed or admitted for trading is scheduled to be open for trading. If the Common Stock is not so listed or admitted for trading, Scheduled Trading Day shall mean a Business Day.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means, at any date, all of the Company’s Indebtedness, including principal, premium, if any, and interest (including Post-Petition Interest), fees and other amounts payable in connection with such Indebtedness, unless the instrument under which such Indebtedness is incurred expressly provides that such Indebtedness is not senior or superior in right of payment to the Notes and all renewals, extensions, modifications, amendments, restructurings or refinancings thereof. “Senior Indebtedness” shall also include the principal of, premium, if any, interest (including any Post-Petition Interest) on, and all other amounts owing in respect of (1) all monetary obligations of every nature of the Company under, or with respect to, any Bank Credit Facility, including obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof) and (2) all Interest Rate Agreements (and guarantees thereof); in each case whether outstanding on the date the Notes are originally issued pursuant to the Indenture or thereafter incurred. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (a) to the extent that it may constitute Indebtedness, any obligation for federal, state, local or other taxes; (b) any Indebtedness between the Company and any of its Subsidiaries; (c) to the extent that it may constitute Indebtedness, any obligation in respect of any trade payable incurred for the purchase of goods or materials, or for services obtained, in the ordinary course of business; (d) that portion of any Indebtedness that is incurred in violation of the terms of the Existing Senior Subordinated

-10-

Notes or the incurrence of any Indebtedness by the Company that purports to be subordinated to any Indebtedness of the Company but that by its terms is not expressly stated to be pari passu with or subordinated to the Notes; (e) Indebtedness evidenced by the Notes and the Existing Senior Subordinated Notes; and (f) to the extent that it may constitute Indebtedness, any obligation owing under leases (other than Capitalized Lease Obligations).

“Settlement Period” means the thirty (30) consecutive Settlement Period Trading Days:

(i) with respect to Conversion Dates occurring during the period beginning on the thirty-fifth (35^th) Scheduled Trading Day preceding the Maturity Date, the period beginning on and including the thirty-third (33^rd) Scheduled Trading Day immediately preceding the Maturity Date; and

(ii) in all other cases, the period beginning on and including the third (3^rd) Trading Day following the Conversion Date.

“Settlement Period Market Disruption Event” means:

(i) a failure by the primary U.S. national securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session; or

(ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Trading Day for the Common Stock of an aggregate one-half hour period, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

“Settlement Period Trading Day” means a day during which:

(i) trading in the Common Stock generally occurs on the primary U.S. national securities exchange or market on which the Common Stock is listed or admitted for trading; and

(ii) there is no Settlement Period Market Disruption Event;

provided, however, that if the Common Stock is not traded on any market, then “Settlement Period Trading Day” shall mean a day for which the VWAP of the Common Stock can be obtained.

“Spin-off” has the meaning specified in Section 10.04(c).

“Stock Price” means:

(i) in the case of a Make-Whole Fundamental Change in which holders of the Common Stock receive only cash as consideration for their share of Common Stock, the amount of cash paid per share of the Common Stock in such Make-Whole Fundamental Change; or

-11-

(ii) in the case of all other Make-Whole Fundamental Changes, the average of the Last Reported Sale Prices of Common Stock over the five (5) consecutive Trading-Day period ending on the Trading Day immediately preceding the Effective Date of such Make-Whole Fundamental Change.

“Stock Price Measurement Period” has the meaning specified in Section 10.01(1).

“Successor Company” has the meaning specified in Section 5.01(a).

“Term Loan Credit Facilities” means (i) the Term Loan A Credit Agreement dated as of May 5, 2006 among the Company, Bank of America, N.A., as Administrative Agent, the lenders party thereto from time to time, and the other Loan Documents (as defined therein), in each case as amended from time to time, (ii) the Term Loan B Credit Agreement dated as of May 5, 2006 among the Company, Bank of America, N.A., as Administrative Agent, the lenders party thereto from time to time, and the other Loan Documents (as defined therein), in each case as amended from time to time, and (iii) in the case of (i) and (ii), other analogous documents entered into in connection with any refinancing, restructuring, renewal, extension, refunding, replacement or increase thereof, as any of the foregoing has been or may from time to time be amended, renewed, supplemented or otherwise modified at the option of the parties thereto (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) and to add any Subsidiary as an additional direct obligor thereunder.

“Third Supplemental Indenture” means this Third Supplemental Indenture as amended or supplemented from time to time.

“Trading Day” means a day during which:

(i) the New York Stock Exchange is open for trading, or if the Common Stock is not listed on the New York Stock Exchange, the principal U.S. national or regional securities exchange on which the Common Stock is listed is open for trading, or if the Common Stock is not so listed, any Business Day; and

(ii) there is no Market Disruption Event.

“Trading Price” with respect to a Note on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $1,000,000 aggregate principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that, if only two such bids can reasonably be obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained, then that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $1,000,000 aggregate principal amount of Notes, then the Trading Price per $1,000

-12-

principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate.

“Trading Price Condition” has the meaning specified in Section 10.01(2).

“Trading Price Measurement Period” has the meaning specified in Section 10.01(2).

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in effect on the date of this Third Supplemental Indenture.

“Trustee” means the party named as such in this Third Supplemental Indenture until a successor replaces it and, thereafter, means the successor.

“Underwriters” means Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc. (each, an “Underwriter”).

“Underwriting Agreement” means the Underwriting Agreement, dated as of September 24, 2007, entered into by the Company, the Guarantors and the Underwriters in connection with the sale of the Notes.

“Valuation Period” has the meaning specified in Section 10.04(c).

“Voting Stock” means with respect to any Person, securities of any class of Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the board of directors of such Person.

“VWAP” for the Common Stock means, with respect to any Settlement Period Trading Day during the Settlement Period, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page SPF.N <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Settlement Period Trading Day; or if such volume-weighted average price is unavailable, the market value per share of the Common Stock on such Settlement Period Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company.

“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.

-13-

SECTION 1.03. Rules of Construction. In addition to the rules of construction as set forth in Section 1.04 of the Original Indenture, unless the context otherwise requires, references to the Company and its Subsidiaries on a consolidated basis shall be deemed to include any other Guarantor.

ARTICLE 2

The Notes

SECTION 2.01. Designation, Amount and Issuance of Notes. The Notes shall be designated as “6% Convertible Senior Subordinated Notes due 2012”. The Notes will not exceed the aggregate principal amount of $100,000,000 (or the lesser of (i) $115,000,000 and (ii) $100,000,000 plus the principal amount of Notes to be purchased pursuant to the Underwriters’ over-allotment option pursuant to the Underwriting Agreement). Upon the execution of this Third Supplemental Indenture, or from time to time thereafter, Notes may be executed by the Company and delivered to the Trustee for authentication. The Notes and the Guarantees are pari passu with the Existing Senior Subordinated Notes (and its guarantees).

SECTION 2.02. Form of the Notes. The Notes, the Trustee’s certificate of authentication to be borne by such Notes and the Guarantee shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of any inconsistency between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall control.

So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (“Global Notes”). The transfer and exchange of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary. Except as set forth in the Original Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note.

Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal of, interest on and premium, if any, on any Global Notes shall be made to the Depositary in immediately available funds.

-14-

SECTION 2.03. Conversion. The Notes shall be convertible in accordance with the provisions set forth in the Notes and this Third Supplemental Indenture, including Article 10 hereof.

SECTION 2.04. Date and Denomination of Notes; Payment at Maturity; Payment of Interest.

(a) Date and Denomination. The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Notes attached as Exhibit A hereto.

(b) Payment at Maturity. The Notes shall mature on October 1, 2012, unless earlier converted or repurchased in accordance with the provisions hereof. On the Maturity Date, each Holder shall be entitled to receive on such date $1,000 in cash for each $1,000 principal amount of Notes, together with accrued and unpaid interest to, but not including, the Maturity Date. With respect to Global Notes, principal and interest will be paid to the Depositary in immediately available funds. With respect to any certificated Notes, principal and interest will be payable at the Company’s office or agency in New York City, which initially will be the office or agency of the Trustee located at c/o The Bank of New York, 101 Barclay Street, New York, NY 10286, Attention: Trust Services Window. If the Maturity Date is not a Business Day, payment shall be made on the next succeeding Business Day, and no additional interest shall accrue on the Notes for the intervening period.

(c) Payment of Interest. Interest on the Notes will accrue at the rate of 6.0% per annum, from September 28, 2007 until the principal thereof is paid or made available for payment. Interest shall be payable on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing April 1, 2008, to the Person in whose name any Note is registered on the Register at the close of business on any Regular Record Date with respect to the applicable Interest Payment Date. Except as provided in this Section 2.04(c), upon conversion of Notes pursuant to Article 10, Holders shall not receive any additional cash payment or shares of Common Stock for accrued and unpaid interest on the Notes. Upon conversion, accrued and unpaid interest to the Conversion Date is deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, a Holder of Notes as of a Regular Record Date that are converted after the close of business on such Record Date and prior to the applicable Interest Payment Date shall receive interest on the principal amount of such Notes, notwithstanding the conversion of such Notes prior to such Interest Payment Date. Any Notes or portion thereof surrendered for conversion after the close of business on the Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made:

(i) with respect to conversions after the close of business on September 15, 2012;

-15-

(ii) if the Company has specified a Fundamental Change Repurchase Date pursuant to Section 10.01(3)(B) that is after a Regular Record Date but on or prior to the first Scheduled Trading Day immediately succeeding the related Interest Payment Date; or

(iii) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such Notes.

Interest on the Notes will be computed on the basis of a three-hundred sixty (360)-day year comprised of twelve (12) thirty (30)-day months.

The Company shall pay interest on:

(i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

(ii) any Notes in certificated form having a principal amount of less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register; and

(iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the Holder duly delivered to the trustee at least five (5) Business Days prior to the relevant Interest Payment Date.

If an Interest Payment Date is not a Business Day, payment shall instead be made on the next succeeding Business Day, and no additional interest shall accrue on the Notes for the intervening period.

SECTION 2.05. Registrar and Paying Agent. The Registrar shall keep a register of the Notes (the “Register”) and of their transfer and exchange. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Notes, (ii) the custodian with respect to the Global Notes, (iii) Conversion Agent and (iv) Bid Solicitation Agent.

SECTION 2.06. Exchange and Registration of Transfer of Notes. The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

-16-

ARTICLE 3

Repurchase of Notes

SECTION 3.01. Repurchase at Option of Holders Upon a Fundamental Change. (a) If there shall occur a Fundamental Change at any time prior to the Maturity Date, then each Holder of Notes shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes for cash, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than twenty (20) Business Days and not more than thirty-five (35) Business Days after the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), except as set forth in the next sentence. If such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall instead pay the principal amount to the Holders surrendering the Notes for repurchase pursuant to this Section 3.01, and pay the full amount of accrued and unpaid interest payable on such Interest Payment Date to the Holder on the close of business on the corresponding Regular Record Date. Repurchases of Notes under this Section 3.01 shall be made, at the option of the Holder thereof, upon:

(1) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth on the reverse of the Note prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Expiration Time”); and

(2) delivery or book-entry transfer of the Notes to the Paying Agent prior to the Fundamental Change Repurchase Expiration Time (together with all necessary endorsements) at the Corporate Trust Office of the Paying Agent, such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 3.01 only if the Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Fundamental Change Repurchase Notice.

The Fundamental Change Repurchase Notice shall state:

(i) the certificate numbers, if any, of Notes to be tendered for repurchase, or the information required by the procedures of the Depositary if the Notes in respect of which such Fundamental Change Repurchase Notice is being submitted is represented by a Global Note;

(ii) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(iii) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture.

-17-

Any purchase by the Company contemplated pursuant to the provisions of this Section 3.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Notes.

All questions as to the validity, eligibility (including time of receipt) and acceptance of any Notes for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 3.01 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the Fundamental Change Repurchase Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02 below.

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

(b) On or before the fifteenth (15^th) calendar day after the occurrence of a Fundamental Change, the Company shall provide or cause to be provided to all Holders a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. The Company shall provide the Fundamental Change Company Notice to the Trustee, the Paying Agent and the Conversion Agent. Simultaneously with the provision of the Fundamental Change Company Notice, the Company shall issue a press release containing such information and publish such information on the Company’s website.

Each Fundamental Change Company Notice shall specify:

(i) the events causing the Fundamental Change;

(ii) the date of the Fundamental Change;

(iii) the last date on which a Holder may exercise the repurchase right;

(iv) the Fundamental Change Repurchase Price;

(v) the Fundamental Change Repurchase Date;

(vi) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(vii) that the Notes are eligible to be converted, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate resulting from such Fundamental Change transaction;

(viii) that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of the Indenture;

-18-

(ix) that the Holder must exercise the repurchase right by the Fundamental Change Repurchase Expiration Time;

(x) that the Holder shall have the right to withdraw any Notes tendered prior to the Fundamental Change Repurchase Expiration Time;

(xi) the CUSIP number of the Notes; and

(xii) the procedures that Holders must follow to require the Company to repurchase their Notes.

No failure of the Company to give the foregoing notices and no defect therein shall limit the repurchase rights of Holders of the Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 3.01.

(c) Notwithstanding the foregoing, no Notes may be repurchased by the Company at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Repurchase Price of the Notes.

SECTION 3.02. Withdrawal of Fundamental Change Repurchase Notice. A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice at any time prior to the Fundamental Change Repurchase Expiration Time, specifying:

(1) the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted, or the information required by the procedures of the Depositary if the Note in respect of which such notice of withdrawal is being submitted is represented by a Global Note;

(2) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; and

(3) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Repurchase Notice, which portion must be in principal amounts of $1,000 or multiples of $1,000.

SECTION 3.03. Deposit of Fundamental Change Repurchase Price. Prior to 10:00 a.m., New York City Time, on the Fundamental Change Repurchase Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04 of the Original Indenture, an amount of cash (in immediately available funds if deposited on the Fundamental Change Repurchase Date) sufficient to pay the aggregate Fundamental Change Repurchase Price of all the Notes or portions thereof that are to be repurchased as of the Fundamental Change Repurchase Date.

-19-

If on the Fundamental Change Repurchase Date the Paying Agent holds cash sufficient to pay the Fundamental Change Repurchase Price of the Notes that Holders have elected to require the Company to repurchase in accordance with Section 3.01, then, on the Fundamental Change Repurchase Date, such Notes will cease to be outstanding, interest will cease to accrue and all other rights of the Holders of such Notes will terminate, other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid interest upon delivery or book-entry transfer of the Notes. This will be the case whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Paying Agent.

SECTION 3.04. Notes Repurchased in Part. Upon presentation of any Notes repurchased only in part, the Company shall execute, the Guarantors shall endorse and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the request of such Holder, at the expense of the Company, a new Note or Notes, of any authorized denomination, in aggregate principal amount equal to the unrepurchased portion of the Notes presented.

SECTION 3.05. Covenant to Comply with Securities Laws Upon Repurchase of Notes. The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act that may be applicable at the time of the offer to repurchase the Notes, file the related Schedule TO or any other schedule required in connection with any offer by the Company to repurchase the Notes and comply with all other federal and state securities laws in connection with any offer by the Company to repurchase the Notes.

ARTICLE 4

Covenants

SECTION 4.01. Reports.

(a) The Company shall deliver to the Trustee, within fifteen (15) calendar days after it would have been required to file them with the SEC, copies of the Company’s annual reports on Form 10-K and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the SEC had it continued to have been subject to such reporting requirements. In such event, such reports shall be provided within fifteen (15) calendar days after the times the Company would have been required to provide reports had the Company continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act. For purposes of this Section 4.01(a), in

-20-

each case the delivery of materials to the Trustee by electronic means or filing of documents pursuant to the Commission’s “EDGAR” system (or any successor electronic filing system) shall be deemed to constitute “delivery” to the Trustee.

(b) Delivery of such reports, information and documents to the Trustee is for information purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of the Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

SECTION 4.02. Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture.

SECTION 4.03. Additional Interest. If Additional Interest is payable by the Company or the Guarantors, the Company or the Guarantors shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such Additional Interest and (ii) the date on which such Additional Interest is payable. Unless and until a Trust Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable.

SECTION 4.04. Statement by Officer as to Default. The Company shall deliver to the Trustee, promptly and in any event within thirty (30) calendar days after the Company becomes aware of the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action which the Company proposes to take with respect thereto. Except with respect to receipt of Note payments and any Default or Event of Default information contained in the Officers’ Certificate delivered pursuant to this Section 4.04, the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or breach of any representation, warranty or covenant made in the Indenture.

SECTION 4.05. Waiver of Stay, Extension or Usury Laws. The Company and each Guarantors covenants (to the extent it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time the Company and each Guarantor (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

-21-

ARTICLE 5

Successor Company

SECTION 5.01. When Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless:

(a) either (i) the Company is the surviving corporation, or (ii) if the Company is not the surviving corporation, the resulting, surviving or transferee Person (the “Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under the Notes and the Indenture;

(b) immediately after giving effect to the transaction described above, no Default or Event of Default, has occurred and is continuing;

(c) if as a result of such transaction, the Notes become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or the Successor Company, as applicable, under the Notes and the Indenture; and

(d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to Section 5.03.

SECTION 5.02. Successor to be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease in which the Company is not the surviving corporation and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or satisfied by the Company, such Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company, with the same effect as if it had been named herein as the party of this first part, and Standard Pacific Corp. shall be discharged from its obligations under the Notes and the Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of Standard Pacific Corp. any or all of the Notes, issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the

-22-

event of any such consolidation, merger, sale, conveyance, transfer or lease, upon compliance with this Article 5 the Person named as the “Company” in the first paragraph of the Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5 may be dissolved, wound up and liquidated at any time thereafter and such Person shall be discharged from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture.

SECTION 5.03. Opinion of Counsel to be Given Trustee. Prior to execution of any supplemental indenture pursuant to this Article 5, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 5.

ARTICLE 6

Defaults and Remedies

SECTION 6.01. Events of Default. An “Event of Default” occurs if:

(a) the Company defaults in any payment of interest on any Note when the same becomes due and payable and such default continues for a period of thirty (30) calendar days;

(b) the Company defaults in the payment of the principal of any Note when the same becomes due and payable at its maturity, upon required repurchase, upon declaration or otherwise;

(c) the Company fails to deliver Common Stock, cash or a combination of the foregoing, as required pursuant to Article 10 upon the conversion of any Notes, and such failure continues for five (5) calendar days following the scheduled settlement date for such conversion;

(d) the Company fails to comply with its obligations under Article 5;

(e) the Company fails to provide notice of the anticipated effective date or actual effective date of a Fundamental Change pursuant to Section 3.01(b) or Section 10.01(3)(B), in each case on a timely basis as required in this Indenture;

(f) except as provided in Section 6.03, the Company fails to comply with any term, covenants or agreements contained in the Notes or the Indenture (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section 6.01 specifically dealt with) and such failure continues for sixty (60) calendar days after the written notice specified below has been received by the Company;

(g) default by the Company or any Guarantor in the payment of the principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any debt for money borrowed (other than Non-Recourse Indebtedness) in excess of $25,000,000 (or its foreign currency equivalent) in the

-23-

aggregate of the Company and/or any such Guarantor, whether such debt now exists or shall hereafter be created, resulting in such debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within thirty (30) calendar days after the written notice specified below has been received by the Company;

(h) a final judgment for the payment of $25,000,000 (or its foreign currency equivalent) or more is rendered against the Company or any Guarantor, which judgment is not fully covered by insurance or not discharged or stayed within ninety (90) calendar days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced or (B) the date on which all rights to appeal have been extinguished;

(i) the Company pursuant to or within the meaning of any Bankruptcy Law:

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an involuntary case;

(3) consents to the appointment of a Custodian of it or for any substantial part of its property;

(4) makes a general assignment for the benefit of its creditors; or

(5) or takes any comparable action under any foreign laws relating to insolvency;

(j) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against the Company in an involuntary case;

(2) appoints a Custodian of the Company or for any substantial part of its property;

(3) orders the winding up or liquidation of the Company;

(4) or any similar relief is granted under any foreign laws;

and in each case, the order or decree remains unstayed and in effect for sixty (60) calendar days;

(k) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

-24-

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (f) or (g) of this Section 6.01 is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company of the Default and the Company does not cure such Default within the time specified in clause (f) or (g) of this Section 6.01, as applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

The Trustee may withhold notice to the Noteholders of any Event of Default, except a Default in payment of principal or any premium or interest with respect to the Notes, if the Trustee considers it in the interest of the Noteholders to do so.

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(i) or (j) with respect to the Company) has occurred and is continuing, the Trustee by notice to the Company, or the Noteholders of at least 25% in principal amount of the Notes then outstanding by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(i) or (j) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Notes shall become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee and the Company or any Noteholders.

The Holders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee and the Company may:

(a) waive any Default or Event of Default (other than any continuing Default or Event of Default in payment of principal or interest) with respect to such Notes under the Indenture; and

(b) rescind an acceleration with respect to such Notes and its consequences (except an acceleration due to nonpayment of principal or interest on such Notes) if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other than non-payment of accelerated principal and premium, if any, with respect to such Notes) have been cured or waived.

No such waiver or rescission shall affect any subsequent Event of Default or impair any right or power consequent thereon.

-25-

The provisions of Sections 6.01 and 6.02 of this Third Supplemental Indenture shall supercede and replace, respectively, the provisions of Sections 6.01 and 6.02 of the Original Indenture for purposes of the Notes.

SECTION 6.03. Failure to Comply with Reporting Covenant. Notwithstanding anything to the contrary in the Indenture, at the Company’s election, the sole remedy for an Event of Default relating to the Company’s failure to comply with Section 4.01(a) shall, for the 210 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest (“Additional Interest”) on the Notes at an annual rate equal to (i) 0.25% of the principal amount of the Notes for the first one-hundred twenty (120) days following the occurrence of such Event of Default and (ii) 0.50% of the principal amount of the Notes for the next ninety (90) days after the one-hundred twenty (120) days following the occurrence of such Event of Default. Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. If the Company so elects, Additional Interest will accrue on all outstanding Notes from, and including, the date on which an Event of Default relating to a failure by the Company to comply with Section 4.01(a) first occurs to, but not including, the two-hundred tenth (210^th) day thereafter (or such earlier date on which the Event of Default relating to the Company’s obligations pursuant to Section 4.01(a) shall have been cured or waived). On such two-hundred tenth (210^th) day (or earlier, if an Event of Default relating to the Company’s obligations pursuant to Section 4.01(a) is cured or waived prior to such two-hundred tenth (210^th) day), such Additional Interest shall cease to accrue and the Notes will be subject to acceleration as provided in Section 6.02 if such Event of Default is continuing. The provisions described in this paragraph shall not affect the rights of the Holders of Notes in the event of an occurrence of any other Event of Default.

In order to elect to pay Additional Interest as the sole remedy during the first 210 days after the occurrence of an Event of Default relating to the Company’s failure to comply with Section 4.01(a), the Company must notify all Noteholders and the Trustee and Paying Agent of such election on or before the close of business on the date on which such Event of Default occurs, which shall be the sixtieth (60^th) day after receipt by the Company of the written notice specified in Section 6.01.

ARTICLE 7

Guarantee of the Notes

SECTION 7.01. Unconditional Guarantees. Each Guarantor hereby unconditionally, jointly and severally, and irrevocably guarantees (each such guarantee to be referred to herein as a Guarantee) to each Holder and its successors and assigns, that: (i) the principal of, interest on and the Conversion Obligation (but only to the extent payable in cash or property other than Capital Stock of the Company), if any, with respect to the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon conversion or repurchase, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly

-26-

paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, to the limitations set forth in Section 7.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that, subject to Section 7.03, this Guarantee will not be discharged except by complete performance of the obligations of the Company contained in the Notes and the Indenture with respect to the Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

SECTION 7.02. Severability. In case any provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 7.03. Release of a Guarantor; Termination of Guarantee. All Subsidiaries that from time to time guarantee the Existing Senior Notes or Existing Senior Subordinated Notes shall be Guarantors hereunder. A Guarantor shall be automatically released and discharged from all its obligations under its Guarantee and the Indenture when it ceases to be a guarantor of our Existing Senior Notes and Existing Senior Subordinated Notes.

Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or substantially all its assets or its Capital Stock) to an entity which is not (after giving effect to such transaction) the Company or another Guarantor, and which sale or disposition is otherwise in compliance with the terms of the Indenture, such Guarantor shall be deemed automatically and unconditionally released and discharged from all the Guarantor’s obligations under the Guarantee with respect to any Notes without any further action required on the part of the Guarantor, the Company, the Trustee or any Holder. In the event of a transfer of all or substantially all of the assets or Capital Stock of such Guarantor, the Person acquiring such assets or stock of such Guarantor shall not be subject to the Guarantor’s obligations under the Guarantee with respect to any Notes.

-27-

The Guarantee with respect to any Notes shall terminate and be of no further force or effect upon the redemption in full, conversion, retirement or other discharge of such Note.

The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and Opinion of Counsel certifying as to the compliance with this Section 7.03.

Any Guarantor not released in accordance with this Section 7.03 remains liable for the full amount of principal of and interest on the Notes as provided in this Article 7.

SECTION 7.04. Limitation of a Guarantor’s Liability. Notwithstanding anything contained herein to the contrary, it is the intention of the parties that the guarantee by each Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the parties hereby irrevocably agree that the obligations of each Guarantor under its Guarantee of the Notes shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 7.06), result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

SECTION 7.05. [Intentionally omitted].

SECTION 7.06. Contribution. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Guarantee with respect to the Notes, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to any Notes or any other Guarantor’s obligations with respect to the Guarantee of the Notes. “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of the amount by which (x) the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any other Subsidiary of the Guarantor in respect of the obligations of its Guarantee of the Notes), but excluding liabilities under the Guarantee of the Notes, of such Guarantor at such date and (y) the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any other Guarantor in respect of the obligations of such Guarantor under its Guarantee of the Notes), excluding debt in respect of the Guarantee of the Notes of such Guarantor, as they become absolute and matured.

-28-

SECTION 7.07. Waiver of Subrogation. Until all guaranteed obligations under the Indenture and with respect to all Notes are paid in full, each Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under the Guarantee of the Notes and the Indenture, including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of the Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that the waiver set forth in this Section 7.07 is knowingly made in contemplation of such benefits.

SECTION 7.08. Execution of Guarantee. To evidence their guarantee to the Holders, the Guarantors hereby agree to execute the Guarantee in substantially the form included in Exhibit A. Each Guarantor hereby agrees that its Guarantee set forth in this Article 7 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee.

SECTION 7.09. Subordination of Guarantee. The Obligations of each Guarantor under its Guarantee with respect to the Notes are subordinated in right of payment to the Obligations of each Guarantor under its Guarantor Senior Indebtedness in the same manner and to the same extent that the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article 11 of the Original Indenture.

SECTION 7.10. Compensation and Indemnity. Each of the Guarantors agrees to jointly and severally, with the Company, indemnify the Trustee as set forth in Section 7.07 of the Original Indenture.

ARTICLE 8

Discharge of Indenture

SECTION 8.01. Discharge of Company’s and Guarantor’s Liability on Notes. (a) Article 8 of the Original Indenture shall not apply to the Notes.

(b) When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 of the Original Indenture) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or upon a repurchase pursuant to Article 3 hereof, and the Company irrevocably deposits with the Trustee

-29-

money sufficient to pay at maturity or upon repurchase all outstanding Notes, including interest thereon to maturity or such repurchase date (other than Notes replaced pursuant to Section 2.07 of the Original Indenture), and any shares of Common Stock, cash or a combination of cash and shares of Common Stock or other property due in respect of converted Notes, and if in each such case the Company pays all other sums payable hereunder by the Company, then the Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of the Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

(c) Notwithstanding clause (b) above, the Company’s and each of Guarantor’s obligations in Sections 2.05 and 2.06 of this Third Supplemental Indenture, Sections 2.04, 2.05, 2.07 and 2.09 of the Original Indenture, this Article 8 and Sections 7.07 and 7.08 of the Original Indenture shall survive until the Notes have been paid in full. Thereafter, the Company’s and each of Guarantor’s obligations in Section 7.07 of the Original Indenture and Sections 8.03 and 8.04 of this Third Supplemental Indenture shall survive.

SECTION 8.02. Application of Trust Money. The Trustee shall hold in trust money and any shares of Common Stock or other property due in respect of converted Notes deposited with it pursuant to this Article 8. It shall apply the deposited money through the Paying Agent and in accordance with the Indenture to the payment of principal of and interest on the Notes or, in the case of any shares of Common Stock or other property due in respect of converted Notes, in accordance with the Indenture in relation to the conversion of Notes pursuant to the terms hereof.

SECTION 8.03. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest and any shares of Common Stock or other property due in respect of converted Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money and/or securities must look to the Company for payment as general creditors unless applicable abandoned property law designates another Person.

SECTION 8.04. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or to deliver any shares of Common Stock or other property due in respect of converted Notes in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money and any shares of Common Stock or other property due in respect of converted Notes in accordance with this Article 8; provided, however, that (a) if the Company or the Guarantors have made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company and the Guarantor shall be subrogated to the rights of the Noteholders to receive such payment from the money held by the Trustee or Paying Agent

-30-

and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee shall return all such money, shares of Common Stock or property to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and continued to be in effect.

ARTICLE 9

Amendments

SECTION 9.01. Without Consent of Noteholders. The Company and the Trustee may amend the Notes or the Indenture as it relates to the Notes without notice to or consent of any Noteholder:

(a) to add to the covenants, agreements and obligations of the Company for the benefit of the Noteholders (including pursuant to Section 10.05) or to surrender any right or power conferred in the Indenture upon the Company;

(b) to evidence the succession of another corporation or limited liability company to the Company and the assumption by it of the obligations of the Company under the Indenture and the Notes;

(c) to provide for the acceptance of appointment under the Indenture of a successor Trustee with respect to the Notes and to add to or change any provision of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts created pursuant to the Indenture by more than one Trustee;

(d) to establish the form or terms of a Series of Securities as permitted by Section 2.01 of the Original Indenture;

(e) to provide that specific provisions of the Indenture shall not apply to a Series of Securities not previously issued;

(f) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(g) to cure any ambiguity, omission, defect or inconsistency;

(h) to secure the Notes, provide additional guarantees and release the Guarantors in accordance with Section 7.03;

(i) to conform the Indenture to any provision as set forth under the caption “Description of Notes” in the Company’s Prospectus Supplement dated September 24, 2007 relating to the public offering of the Notes; or

(j) to make any change that does not materially adversely affect the legal rights of any Noteholder.

-31-

After an amendment under this Section becomes effective, the Company shall provide to Noteholders a notice briefly describing such amendment. The failure to give such notice to all such Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02. With Consent of Noteholders. The Company and the Trustee may amend the Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), without notice to any other Noteholder. The Holders of a majority in principal amount of the Notes then outstanding may waive compliance by the Company with any provision of the Notes or of the Indenture relating to such Notes (other than any continuing Event of Default in payment of interest or principal amount of the Notes) without notice to any Noteholders. Without the consent of each Noteholder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04 of the Original Indenture, may not:

(a) reduce the principal amount of Notes whose Noteholders must consent to an amendment or supplement or waive any past Default;

(b) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Note;

(c) make any change that impairs or adversely affect the right of a Holder to convert any Notes;

(d) reduce the amount payable in relation to the required repurchase of any Notes upon a Fundamental Change or change the time at which any Holder may require any Note to be repurchased by the Company in accordance with Article 3, or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

(e) reduce the principal of or extend the Maturity Date of any Note;

(f) make any Note payable in money other than that stated in such Note;

(g) make any change in Sections 6.02 or 9.02 of this Third Supplemental Indenture or Sections 6.04 or 6.07 of the Original Indenture;

(h) adversely modify the ranking or priority of the Notes; or

(i) waive a continuing Default or Event of Default in the payment of the principal of or interest on any Notes.

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

-32-

After an amendment under this Section becomes effective, the Company shall provide to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

The provisions of Sections 9.01 and 9.02 of this Third Supplemental Indenture shall supersede and replace the provisions, respectively, of Sections 9.01 and 9.02 of the Original Indenture for purposes of the Notes.

The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture, and the obligation of the Company to obtain any consent otherwise required from that Holder, may be subject to the requirement that the Holder shall have been the Holder of record of Notes with respect to which the consent is required or sought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the Indenture.

ARTICLE 10

Conversion of Notes

SECTION 10.01. Right to Convert. Upon compliance with the provisions of this Article 10, a Holder shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or multiple thereof) of such Notes, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date at an initial conversion rate (the “Initial Conversion Rate”) of 114.2857 shares of the Common Stock (subject to adjustments as provided in Sections 10.03 and 10.04 of this Third Supplemental Indenture, as so adjusted from time to time, the “Conversion Rate”) per $1,000 principal amount of Notes (the “Conversion Obligation”) only under any of the following circumstances:

(1) Conversion Based on Common Stock Price. During any calendar quarter commencing at any time after December 31, 2007 and only during such calendar quarter, if the Last Reported Sale Price for the Common Stock for at least twenty (20) Trading Days during a period of thirty (30) consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter (the “Stock Price Measurement Period”) is more than 130% of the applicable Conversion Price in effect on the last Trading Day of such immediately preceding calendar quarter;

(2) Conversion Upon Satisfaction of Trading Price Condition. During the five (5) Business Day period after any ten (10) consecutive Trading Day period (the “Trading Price Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(2), for each day in the Trading Price Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (such condition, the “Trading Price Condition”). In connection with any conversion in accordance with this Section 10.01(2), the Bid Solicitation Agent shall have no obligation to determine the Trading

-33-

Price of the Notes unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. Whenever the Notes shall become convertible pursuant to this Section 10.01(2) (which shall not be deemed to be the case unless the Bid Solicitation Agent shall have made that determination), the Company shall notify all Holders, the Trustee and the Conversion Agent promptly and, simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, the Company shall so notify all Holders, the Trustee and the Conversion Agent.

(3) Conversion Upon Specified Distributions to Holders of Common Stock or Specified Corporate Transactions.

(A) Specified Distributions. If the Company elects to:

(i) distribute to all or substantially all holders of its Common Stock rights or warrants entitling them to purchase, for a period expiring within sixty (60) calendar days after the date of the distribution, shares of its Common Stock at a price less than the Last Reported Sale Price of the Common Stock on the day immediately preceding the declaration date for such distribution; or

(ii) distribute to all or substantially all holders of its Common Stock the Company’s assets, its debt securities or rights or warrants to purchase securities of the Company, which distribution has a per share value (as determined by the Board of Directors) exceeding 10% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the date of declaration for such distribution,

then, in each case, the Company shall notify all Holders, the Trustee and the Conversion Agent at least thirty-five (35) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of the close of business on the Business Day immediately prior to such Ex-Dividend Date for such distribution or the Company’s announcement that such distribution will not take place. A Holder may not convert any of its Notes based on this Section 10.01(3) if such Holder will participate in the distribution without conversion as if the Holder held the full number of shares of Common Stock underlying its Notes; and

-34-

(B) Specified Corporate Transactions. (i) In the event of a Fundamental Change or a Make-Whole Fundamental Change, or (ii) if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets pursuant to which the Common Stock would be converted into cash, securities or other assets, in the case of (i) and (ii), a Holder may surrender all or a portion of its Notes for conversion at any time beginning on the thirty-fifth (35^th) Scheduled Trading Day prior to the anticipated effective date of such transaction until the close of business on the thirtieth (30^th) Scheduled Trading Day after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change. To the extent practicable, the Company shall notify all Holders, the Trustee and the Conversion Agent of the anticipated occurrence of such Fundamental Change, Make-Whole Fundamental Change, consolidation, merger, binding share exchange or transfer or lease of all or substantially all of the Company’s assets no later than thirty-five (35) Scheduled Trading Days prior to the anticipated effective date of such transaction. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website; and

(4) Conversion During the Period From August 1, 2012 to Maturity. Notwithstanding anything herein to the contrary, a Holder may surrender all or a portion of its Notes for conversion at any time on or after August 1, 2012 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date.

SECTION 10.02. Conversion Procedures; Settlement Upon Conversion; No Adjustment for Interest or Dividends; No Fractional Shares. (a) In order to exercise the conversion right with respect to any Notes in certificated form, a Holder must (A) complete and manually sign an irrevocable notice of conversion in the form entitled “Form of Conversion Notice” attached to the reverse of such certificated Note (or a facsimile thereof) (a “Conversion Notice”), (B) deliver such Conversion Notice and certificated Note to the Conversion Agent at the office of the Conversion Agent, (C) to the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish endorsements and transfer documents as may be required by the Conversion Agent, (D) if required pursuant to Section 10.02(f), pay all transfer or similar taxes or duties and (E) if required pursuant to Section 2.04(c), pay funds equal to interest payable on the next Interest Payment Date.

In order to exercise the conversion right with respect to any interest in a Global Note, a Holder must (A) comply with the Depositary’s procedures for converting a beneficial interest in a Global Note, (B) to the extent any shares of Common Stock issuable upon conversion are to be issued in a name other than the Holder’s, furnish endorsements and transfer documents as may be required by the Conversion Agent and, if required pursuant to Section 10.02(f), pay all transfer or similar taxes or duties; and (C) if required pursuant to Section 2.04(c), pay funds equal to interest payable on the next Interest Payment Date.

-35-

The date that the Holder satisfies the foregoing requirements is the “Conversion Date.”

If a Holder has submitted any Notes for repurchase pursuant to Section 3.01, such Notes may be converted only if the Holder submits a withdrawal notice in accordance with Section 3.02 prior to the close of business on the Fundamental Change Repurchase Expiration Time, and if such Notes are evidenced by a Global Note, if the Holder complies with appropriate Depositary procedures.

A Holder of Notes is not entitled to any rights of a holder of Common Stock until such Holder has converted its Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article 10.

(b) Except as provided below, the Company may elect to deliver shares of its Common Stock, cash or a combination of cash and shares of Common Stock in satisfaction of the Company’s Conversion Obligation.

The Company shall from time to time make an election with respect to the method it chooses to satisfy its Conversion Obligation. Such election shall be effective until the Company provides notice of an election of a different method of settlement. The Company may not elect a different method of settlement on or after the thirty-fifth (35^th) Scheduled Trading Day preceding the Maturity Date. As of the date of this Third Supplemental Indenture, the Company elects to settle its Conversion Obligation by delivering shares of Common Stock. The newly chosen method of settlement shall become effective three (3) Business Days following the date of such election. The Company shall provide to all Noteholders, the Trustee and the Conversion Agent a notice of the newly chosen method of settlement and the effective date of such newly chosen method. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website.

In addition, the Company may at any time prior to the 35^th Scheduled Trading Day preceding the Maturity Date irrevocably elect to satisfy its Conversion Obligation in a combination of cash and shares of Common Stock with a Fixed Cash Amount of $1,000 per $1,000 principal amount of the Notes (such settlement method, “Net Share Settlement”). The Company may make such irrevocable election in its sole discretion without any consent of the Noteholders. If the Company chooses to make this irrevocable election, the Company shall provide notice to all Noteholders, the Trustee and the Conversion Agent. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website.

If the Company elects to satisfy its Conversion Obligation by delivering a combination of cash and shares of the Common Stock, the Company shall specify in such notice the portion to be paid in cash as the lesser of (a) the Fixed Cash Amount and (b) the Conversion Value.

Settlement (a) in Common Stock only shall occur on the third (3^rd) Trading Day following the final Settlement Period Trading Day of the Settlement Period that would be applicable if settlement were in cash or a combination of cash and shares of Common Stock, and (b) in cash or in a combination of cash and Common Stock shall occur on the third (3^rd) Trading Day following the final Settlement Period Trading Day of the applicable Settlement Period.

-36-

Settlement amounts shall be computed as follows:

(1) if the Company elects to satisfy the entire Conversion Obligation in Common Stock only, the Company shall deliver to such Holder, for each $1,000 principal amount of Notes converted, a number of shares of Common Stock equal to the Conversion Rate in effect on the final Settlement Period Trading Day of the Settlement Period that would be applicable if settlement were in cash or a combination of cash and shares of Common Stock;

(2) if the Company elects to satisfy the entire Conversion Obligation in cash only, the Company shall deliver to such Holder, for each $1,000 principal amount of Notes converted, cash in an amount equal to the Conversion Value;

(3) if the Company elects to satisfy the Conversion Obligation in a combination of cash and Common Stock, the Company shall deliver to such Holder, for each $1,000 principal amount of Notes converted:

(i) the fixed dollar amount per $1,000 principal amount of the Notes of the Conversion Obligation to be satisfied in cash specified in the notice regarding the Company’s chosen method of settlement (the “Fixed Cash Amount”) or, if lower, the Conversion Value in cash; and

(ii) a number of shares of Common Stock equal to the sum, for each of the thirty (30) Settlement Period Trading Days in the Settlement Period, of 1/30th of the greater of (A) zero and (B) (a) the Conversion Rate then in effect minus (b) the quotient of (x) the Fixed Cash Amount divided by (y) the VWAP of the Common Stock on that Settlement Period Trading Day.

(c) If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered.

(d) In case any Note shall be surrendered for partial conversion, the Company shall execute, the Guarantors shall endorse and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note.

(e) Upon the conversion of an interest in a Global Note, the Trustee and the Depositary shall reduce the principal amount of such Global Note in their records, and the Trustee shall reflect such reduction on Schedule I to such Global Note.

(f) The issue of stock certificates on conversions of Notes shall be made without charge to the converting Holder for any documentary, stamp or similar issue or transfer tax in respect of the issue thereof. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue and delivery of stock in

-37-

any name other than that of the Holder of any Notes converted, and the Company shall not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(g) Upon conversion, accrued and unpaid interest to the Conversion Date with respect to the converted Notes shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

(h) If the Company’s Conversion Obligation is satisfied in Common Stock or a combination of cash and Common Stock, the Noteholder that has converted its Notes (or if such Person designated another Person to whom such Common Stock shall be issued and delivered, such Person) shall be treated as a holder of record of such Common Stock as of the close of business on the final Settlement Period Trading Day of the applicable Settlement Period.

(i) No fractional shares of Common Stock shall be issued upon conversion of any Note or Notes. The number of shares of Common Stock issuable upon the conversion of any Note or Notes shall be rounded down to the next lower whole number.

SECTION 10.03. Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection With Make-Whole Fundamental Changes. If a Holder elects to convert its Notes in connection with a Make-Whole Fundamental Change during the period beginning on the Business Day following the effective date of such Make-Whole Fundamental Change and ending at the close of business on the thirtieth (30^th) Trading Day following the effective date of such Make-Whole Fundamental Change, the Conversion Rate applicable to each Note that is surrendered for conversion in accordance with this Article 10 shall be increased by an additional number of shares of Common Stock (the “Additional Shares”).

Any conversion will be deemed to have occurred in connection with such Make-Whole Fundamental Change only if such Notes are surrendered for conversion at a time when the Notes would be convertible in light of the occurrence of a Make-Whole Fundamental Change and notwithstanding the fact that a Note may then be convertible because another condition to conversion has been satisfied or no condition to conversion exists.

On or before the fifteenth (15^th) day after the occurrence of such Make-Whole Fundamental Change that does not also constitute a Fundamental Change, the Company shall mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners, as required by applicable law, a notice indicating that a Make-Whole Fundamental Change has occurred.

The number of Additional Shares shall be determined by reference to the table below, based on the date on which such Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price per share of Common Stock. The number of Additional Shares set forth in the table below shall be adjusted in the same manner as and as of the same date or dates on which the Conversion Rate is adjusted pursuant to this Article 10. The Stock Prices set forth in the first row of the table below (i.e., the column headers) shall be adjusted as of any date on which the Conversion Rate is adjusted to equal the Stock Prices

-38-

applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which shall be the Conversion Rate immediately prior to the adjustment and the denominator of which shall be the Conversion Rate as so adjusted.

The following table sets forth the Stock Price and number of Additional Shares by which the Conversion Rate shall be increased:

-39-

	Stock Price
Effective Date	$7.05	$8.50	$10.00	$12.50	$15.00	$17.50	$20.00	$22.50	$25.00
September 28, 2007	27.5583	21.8343	17.4372	12.9349	10.1928	8.3435	7.0073	5.9936	5.1968
October 1, 2008	27.5583	20.0871	15.6723	11.3663	8.8644	7.2273	6.0655	5.1931	4.5110
October 1, 2009	27.5583	17.9096	13.3916	9.3083	7.1188	5.7599	4.8250	4.1346	3.5992
October 1, 2010	27.5583	15.2119	10.4075	6.5909	4.8386	3.8605	3.2254	2.7685	2.4176
October 1, 2011	27.5583	11.4295	6.0557	2.8151	1.8388	1.4382	1.2076	1.0442	0.9171
October 1, 2012	27.5583	3.5258	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000
	Stock Price
Effective Date	$27.50	$30.00	$40.00	$50.00	$60.00	$70.00	$80.00	$90.00	$100.00
September 28, 2007	4.5532	4.0224	2.5902	1.7584	1.2256	0.8637	0.6086	0.4245	0.2899
October 1, 2008	3.9614	3.5083	2.2823	1.5637	1.0983	0.7789	0.5517	0.3864	0.2646
October 1, 2009	3.1694	2.8154	1.8546	1.2856	0.9123	0.6524	0.4648	0.3267	0.2238
October 1, 2010	2.1365	1.9048	1.2731	0.8956	0.6448	0.4671	0.3363	0.2378	0.1629
October 1, 2011	0.8140	0.7282	0.4925	0.3511	0.2568	0.1894	0.1389	0.0997	0.0682
October 1, 2012	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

provided, however, that:

(1) if the actual Stock Price is between two Stock Prices listed in the table above under the column titled “Stock Price,” or if the actual Effective Date of such Make-Whole Fundamental Change is between two Effective Dates listed in the table above in the row immediately below the title “Effective Date,” then the number of Additional Shares shall be determined by the Company by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts, and the two Effective Dates, as applicable, based on a 365-day year;

(2) (a) if the actual Stock Price is greater than $100.00 per share (subject to adjustment), then the Conversion Rate will not be increased, or (b) if the actual Stock Price is less than $7.05 per share (subject to adjustment), then the Conversion Rate will not be increased; and

(3) Notwithstanding the foregoing, in no event will the Conversion Rate as adjusted exceed 141.8440 per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Conversion Rate pursuant to this Article 10.

SECTION 10.04. Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows; provided that the Company shall not make any adjustments to the Conversion Rate if Holders participate, as a result of holding the Notes, in any of the transactions described below without having to convert their Notes as if they held the full number of shares underlying their Notes:

(a) If the Company shall issue shares of Common Stock as a dividend or distribution on shares of Common Stock, or if the Company effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula:

-40-

CR’ = CR0 x	OS’
	OS0

where

CR₀  = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination;

CR’  = the Conversion Rate in effect immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination;

OS₀  = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination; and

OS’  = the number of shares of Common Stock outstanding immediately after, and solely as a result of, such event.

Such adjustment shall become effective immediately after (x) the opening of business on the Ex-Dividend Date for such dividend or distribution or (y) the effective date of such share split or share combination. If any dividend or distribution of the type described in this Section 10.04(a) is declared but not so paid or made, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Company shall distribute to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than sixty (60) calendar days to subscribe for or purchase shares of the Common Stock, at a price per share less than the Current Market Price of the Common Stock, the Conversion Rate shall be adjusted based on the following formula:

CR’ = CR0 x	OS0 + X
	OS0 + Y

where

CR₀  = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution;

CR’  = the Conversion Rate in effect immediately after the opening of business on the Ex-Dividend Date for such distribution;

OS₀  = the number of shares of the Common Stock that are outstanding immediately prior to the Ex-Dividend Date for such distribution;

X      = the total number of shares of the Common Stock issuable pursuant to such rights or warrants; and

-41-

Y      = the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price.

Such adjustment shall become effective immediately after the opening of business on the Ex-Dividend Date for such distribution. In the event that such rights or warrants described in this Section 10.04(b) are not so distributed, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if the Ex-Dividend Date for such distribution had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of the Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. In determining the aggregate price payable for such shares of the Common Stock, there shall be taken into account any consideration received for such rights or warrants with the value of such consideration if other than cash to be determined by the Board of Directors.

(c) Subject to Section 10.08, if the Company shall distribute shares of its Capital Stock, rights to acquire the Company’s Capital Stock, evidences of its indebtedness or other of its assets or property to all or substantially all holders of its Common Stock other than (v) dividends or distributions referred to in Section 10.04(a); (w) rights or warrants referred to in Section 10.04(b); (x) dividends or distributions referred to in Section 10.04(d); (y) any dividends and distributions in connection with a Reorganization Event covered by Section 10.05; and (z) any Spin-Off to which the provisions set forth below in this Section 10.04(c) shall apply (any of such shares of Capital Stock, rights, indebtedness, or other asset or property hereinafter in this Section 10.04(c) called the “Distributed Property”), to all or substantially all holders of its Common Stock, then, in each such case the Conversion Rate shall be adjusted based on the following formula:

CR’ = CR0 x	SP0
	SP0 -  FMV

where

CR₀    = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution;

CR’    = the Conversion Rate in effect immediately after the opening of business on the Ex-Dividend Date for such distribution;

SP₀    = the Current Market Price; and

FMV  = the Fair Market Value, on the Ex-Dividend Date for such distribution, of the Distributed Property, expressed as an amount per share of the Common Stock.

-42-

With respect to an adjustment pursuant to this Section 10.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series of, or similar equity interest in, a Subsidiary or other business unit of the Company (a “Spin-Off”), that are, or, when issued, will be, listed on the New York Stock Exchange, Nasdaq Global Select Market, Nasdaq Global Market, or any other national or regional securities exchange or market, the Conversion Rate will be instead adjusted based on the following formula:

CR’ = CR0 x	FMV0 + MP0
	MP0

where

CR₀    = the Conversion Rate in effect immediately prior to the end of the Valuation Period;

CR’    = the Conversion Rate in effect immediately after the end of the Valuation Period;

FMV₀ = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock over the first ten (10) consecutive Trading-Day period commencing on, and including, the effective date of the Spin-Off (the “Valuation Period”); and

MP₀  = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.

The adjustment to the Conversion Rate under the preceding paragraph shall occur on the last day of the Valuation Period; provided that in respect of any conversion during the Valuation Period, references with respect to ten (10) Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the effective date of such Spin-Off and the Conversion Date in determining the applicable Conversion Rate.

Any other adjustment made pursuant to this Section 10.04(c) shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid or made, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

For purposes of this Section 10.04(c), Section 10.04(a) and Section 10.04(b), any dividend or distribution to which this Section 10.04(c) is applicable that also includes shares of Common Stock or rights or warrants to subscribe for, or purchase shares of Common Stock to which Section 10.04(a) or 10.04(b) applies (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets, property or shares of the Company’s Capital Stock or rights to acquire Capital Stock, other than such shares of Common Stock or rights or warrants to which Section 10.04(a)

-43-

or 10.04(b) applies (and any Conversion Rate adjustment required by this Section 10.04(c) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants to which Section 10.04(a) or 10.04(b) applies (and any further Conversion Rate adjustment required by Section 10.04(a) and 10.04(b) with respect to such dividend or distribution shall then be made), except (A) the Ex-Dividend Date of such deemed dividend or distribution shall be substituted for “the Ex-Dividend Date” within the meaning of Section 10.04(a) and Section 10.04(b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination” within the meaning of Section 10.04(a).

(d) If the Company pays any cash dividend or distribution to all or substantially all holders of its Common Stock, the Conversion Rate shall be adjusted based on the following formula:

CR’ = CR0 x	SP0
	SP0 -  C

where

CR₀  = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution;

CR’  = the Conversion Rate in effect immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution;

SP₀  = the Current Market Price; and

C      = the amount in cash per share of Common Stock the Company distributes to holders of its Common Stock.

Such adjustment shall become effective immediately after the opening of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid or made, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day immediately succeeding the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, the Conversion Rate shall be adjusted based on the following formula:

CR’ = CR0 x	FMV + (SP’ x OS’)
	OS0 x SP’

where

-44-

CR₀    = the Conversion Rate in effect at the close of business on the Expiration Date;

CR’    = the Conversion Rate in effect immediately after the Expiration Date;

FMV  = the Fair Market Value, on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the Expiration Date;

OS’    = the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer, giving effect to the consummation of such transaction (the “Expiration Time”);

OS₀    = the number of shares of Common Stock outstanding immediately prior to the Expiration Time; and

SP’    = the Last Reported Sale Price of Common Stock on the Trading Day immediately succeeding the Expiration Date.

Such adjustment shall become effective immediately prior to the opening of business on the Trading Day immediately succeeding the Expiration Date. If the Company or one of its Subsidiaries is obligated to purchase shares of the Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary of the Company is permanently prevented by applicable law, or otherwise, from effecting any or all or any portion of such purchases or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 10.04(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.04(e).

(f) Except with respect to a Spin-Off, in cases where the Fair Market Value of assets, debt securities or certain rights, warrants or options to purchase the Company’s securities, applicable to one share of Common Stock, distributed to stockholders:

(i) equals or exceeds the average Last Reported Sale Prices of Common Stock over the ten (10) consecutive Trading Day period ending on the Record Date for such distribution, or

(ii) such average Last Reported Sale Prices exceeds the Fair Market Value of such assets, debt securities or rights, warrants or options so distributed by less than $0.25,

rather than being entitled to an adjustment in the Conversion Rate, the Holder will be entitled to receive upon conversion, in addition to the shares of Common Stock, cash or a combination of cash and shares of Common Stock, the kind and amount of assets, debt securities or rights, warrants or options comprising the distribution, if any, that such Holder would have received if

-45-

such Holder had held the full number of shares of Common Stock underlying its Notes immediately prior to the Ex-Dividend Date for determining the stockholders entitled to receive the distribution.

(g) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for a period of at least twenty (20) Business Days if the Board of Directors shall have made a determination that such increase would be in the Company’s best interest, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall provide to Holders a notice of the increase, which notice shall be provided at least fifteen (15) calendar days prior to the effectiveness of any such increase, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(h) In addition, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with any dividend or distribution of shares of Common Stock (or rights to acquire such shares) or similar event.

(i) All calculations and other determinations under this Article 10 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share. No adjustment pursuant to this Section 10.04 shall be required to be made to the Conversion Rate unless such adjustment would require a change of at least 1% in the Conversion Rate then in effect at such time. However, any adjustments that are less than 1% of the Conversion Rate shall be carried forward and taken into account in any subsequent adjustment, regardless of whether the aggregate adjustment is less than 1%, within one year of the first adjustment carried forward, upon a Fundamental Change or on the thirty-fifth (35^th) Scheduled Trading Day preceding the Maturity Date.

(j) Whenever the Conversion Rate is adjusted as herein provided, the Company shall issue a press release containing the relevant information and make this information available on its website. In addition, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall provide such notice of such adjustment of the Conversion Rate to each Holder within twenty (20) calendar days of the effective date of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(k) In any case in which this Section 10.04 provides that an adjustment shall become effective immediately after (i) the opening of business on the Ex-Dividend Date for a dividend or distribution described in Section 10.04(a), 10.04(b), 10.04(d), (ii) the effective date for a share split or share combination of the Common Stock described in Section 10.04(a), (iii)

-46-

the opening of business on the Ex-Dividend Date for the determination of stockholders entitled to receive a rights or warrants pursuant to Section 10.04(b), or (iv) the Expiration Date for any tender or exchange offer pursuant to Section 10.04(e), (each a “Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) issuing to the Holder of any Notes converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment. For purposes of this Section 10.04(k), the term “Adjustment Event” shall mean:

(1) in any case referred to in clause (i) hereof, the date any such dividend or distribution is paid or made;

(2) in any case referred to in clause (ii) hereof, the occurrence of such event;

(3) in any case referred to in clause (iii) hereof, the date of expiration of such rights or warrants; and

(4) in any case referred to in clause (iv) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated.

(l) In no event will the Company adjust the Conversion Rate to the extent that the adjustment would reduce the Conversion Price below the par value per share of Common Stock. In addition, the applicable Conversion Rate will not be adjusted:

(1) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of the Common Stock under any plan;

(2) upon the issuance of any shares of the Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries; or

(3) for a change in the par value of the Common Stock.

(m) For purposes of this Section 10.04, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

(n) Whenever any provision of this Article 10 requires a calculation of a number of shares of Common Stock equal to a sum or an average of Last Reported Sale Prices over a span of multiple days, the Company will make appropriate adjustments (determined by the Board of Directors) to account for any adjustment to the Conversion Rate that becomes effective, or any

-47-

event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, at any time during the period from which the sum or average is to be calculated.

(o) Except as stated in this Article 10, the Company shall not adjust the Conversion Rate for the issuance of shares of Common Stock, including in connection with satisfaction of the Conversion Obligation with a combination of cash and shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities.

SECTION 10.05. Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur:

(a) any reclassification of the outstanding Common Stock (other than a change in par value or as a result of a share split or share combination to which Section 10.04(a) applies);

(b) any share exchange, consolidation or merger of the Company with or into another Person; or

(c) any conveyance, transfer, sale, lease or other disposition to any other Person or Persons of all or substantially all of the Company’s consolidated assets,

and, in either case, the holders of Common Stock received cash, securities or other property (the “Reference Property”) in exchange for such Common Stock (any such event or transaction, a “Reorganization Event”), in each case, the Company or the Successor Company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that such Notes shall, without the consent of any Holders, become convertible based on the type and amount of consideration that holders of Common Stock received in such Reorganization Event. If the Reorganization Event causes the Common Stock 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), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively made such an election. In all cases, the provisions under Section 10.02 shall continue to apply with respect to the calculation of the Conversion Obligation and the method of settlement. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments provided for in this Article 10.

The Company shall cause notice of the execution of such supplemental indenture to be provided to each Holder within twenty (20) calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 10.05 shall similarly apply to successive reclassifications, consolidations, mergers, conveyances, transfers, sales, leases or other dispositions.

-48-

(d) If this Section 10.05 applies to any event or occurrence, Section 10.04 shall not apply.

SECTION 10.06. Certain Covenants. (a) The Company shall, prior to the issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock or shares of Common Stock held in treasury, a sufficient number of shares of Common Stock, free of preemptive rights, to permit the conversion of the Notes.

(b) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be duly and validly issued and fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(c) The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of shares of Common Stock upon the conversion of Notes, if any, and shall use commercially reasonable efforts to have listed or quoted and shall keep listed or quoted all such shares of Common Stock on each U.S. national securities exchange or automatic quotation system or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

SECTION 10.07. Notice to Holders Prior to Certain Actions. Except where notice is required pursuant to Section 10.01, in case:

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or

(b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or

(c) of any reclassification of the Common Stock of the Company (other than a share split or share combination of its outstanding Common Stock, or a change in par value), or of any share exchange, consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance, transfer, sale, lease or other disposition of all or substantially all of the consolidated assets of the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be provided to each Holder, as promptly as possible but in any event at least twenty (20) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, share

-49-

exchange, consolidation, merger, conveyance, transfer, sale, lease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

SECTION 10.08. Stockholder Rights Plans. If the rights provided for in any rights plan adopted by the Company have not separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement, upon conversion of Notes, the converting Holder will receive, in addition to shares of Common Stock, if any, the rights under the applicable stockholders agreement. If such rights have separated from the Common Stock, the Conversion Rate will be adjusted as provided in Section 10.04(c).

SECTION 10.09. Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 10.01.

-50-

ARTICLE 11

Miscellaneous

SECTION 11.01. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Company:

Standard Pacific Corp.

15326 Alton Parkway

Irvine, California 92618

Attention: Secretary

if to the Trustee:

The Bank of New York Trust Company, N.A.

2 North LaSalle, Suite 1020

Chicago, IL 60602

Attention: Global Corporate Trust

If to any Guarantor:

c/o Standard Pacific Corp.

15326 Alton Parkway

Irvine, California 92618

Attention: Secretary

SECTION 11.02. When Notes Disregarded. In determining whether the Noteholders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

SECTION 11.03. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 11.04. No Recourse Against Others. A director, officer, employee, incorporator, stockholder or partner, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company or such Guarantor under the Notes or this Third Supplemental Indenture or for any claim based on, in respect of or by reason of such obligations

-51-

or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

SECTION 11.05. Successors. All agreements of the Company in the Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Indenture shall bind its successors.

SECTION 11.06. Multiple Originals. 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. One signed copy is enough to prove this third Supplemental Indenture.

SECTION 11.07. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 11.08. Severability Clause. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 11.09. Calculations. Except as otherwise provided herein, the Company will be responsible for making all calculations called for under the Indenture and the Notes (including any determinations of the price of the Common Stock). The Company shall make all such calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The Company upon request shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee shall deliver a copy of such schedule to any Holder upon the request of such Holder.

SECTION 11.10. No Adverse Interpretation of Other Agreements. This Third Supplemental Indenture may not be used to interpret another indenture (other than the Original Indenture), loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement (other than the Original Indenture) may not be used to interpret this Third Supplemental Indenture.

-52-

IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed as of the date first written above.

STANDARD PACIFIC CORP., as Issuer
By:	/S/ ANDREW H. PARNES
	Name: Title:	Andrew H. Parnes Executive Vice President-Finance and Chief Financial Officer
By:	/S/ CLAY A. HALVORSEN
	Name: Title:	Clay A. Halvorsen Executive Vice President, General Counsel and Secretary

GUARANTORS:

Barrington Estates, LLC, a Delaware limited liability company

CH Construction, Inc., a Delaware corporation

CH Florida, Inc., a Delaware corporation

Hilltop Residential, Ltd., a Florida limited partnership

HSP Arizona, Inc., a Delaware corporation

HSP Tucson, Inc., a Delaware corporation

HWB Construction, Inc., a Delaware corporation

HWB Investments, Inc., a Delaware corporation

Lagoon Valley Residential, LLC, a California limited liability company

LB/L-Duc II Franceschi, LLC, a Delaware limited liability company

LMD El Dorado 134, LLC, a California limited liability company

OLP Forty Development, LLC, a Florida limited liability company

Pala Village Investments, Inc., a Delaware corporation

SIGNATURE PAGE OF THIRD SUPPLEMENTAL INDENTURE

Residential Acquisition GP, LLC, a Florida limited liability company

SP Colony Investments, Inc., a Delaware corporation

SP Coppenbarger Investments, Inc., a Delaware corporation

SP La Floresta, Inc., a Delaware corporation

SPNS Golden Gate, LLC, a Delaware limited liability company

SP Ventura Investments, Inc., a Delaware corporation

Standard Pacific 1, Inc., a Delaware corporation

Standard Pacific 1, LLC, a Delaware limited liability company

Standard Pacific 2, Inc., a Delaware corporation

Standard Pacific 2, LLC, a Delaware limited liability company

Standard Pacific 3, Inc., a Delaware corporation

Standard Pacific 3, LLC, a Delaware limited liability company

Standard Pacific 4, Inc., a Delaware corporation

Standard Pacific 4, LLC, a Delaware limited liability company

Standard Pacific 5, Inc., a Delaware corporation

Standard Pacific 5, LLC, a Delaware limited liability company

Standard Pacific 6, Inc., a Delaware corporation

Standard Pacific 6, LLC, a Delaware limited liability company

Standard Pacific 7, Inc., a Delaware corporation

Standard Pacific 7, LLC, a Delaware limited liability company

Standard Pacific 8, Inc., a Delaware corporation

Standard Pacific 8, LLC, a Delaware limited liability company

Standard Pacific 9, Inc., a Delaware corporation

SIGNATURE PAGE OF THIRD SUPPLEMENTAL INDENTURE

Standard Pacific 9, LLC, a Delaware limited liability company

Standard Pacific of Arizona, Inc., a Delaware corporation

Standard Pacific of Central Florida, a Florida general partnership

Standard Pacific of Central Florida GP, Inc., a Delaware corporation

Standard Pacific of Colorado, Inc., a Delaware corporation

Standard Pacific of Fullerton, Inc., a Delaware corporation

Standard Pacific of Illinois, Inc., a Delaware corporation

Standard Pacific of Jacksonville, a Florida general partnership

Standard Pacific of Jacksonville GP, Inc., a Delaware corporation

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 South Florida GP, Inc., a Delaware corporation

Standard Pacific of Southwest Florida, a Florida general partnership

Standard Pacific of Southwest Florida GP, Inc., a Delaware corporation

Standard Pacific of Tampa GP, Inc., a Delaware corporation

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

Standard Pacific of Tucson, Inc., a Delaware corporation

SIGNATURE PAGE OF THIRD SUPPLEMENTAL INDENTURE

Standard Pacific of Walnut Hills, Inc., a Delaware corporation

Walnut Hills Development 268, LLC, a California limited liability company

Westfield Homes USA, Inc., a Delaware corporation

By:

/S/ ANDREW H. PARNES

Andrew H. Parnes, in his capacity as Principal Financial and Accounting Officer of each of the above Guarantors which is a corporation or limited liability company with designated officers, 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 which does not have designated officers

SIGNATURE PAGE OF THIRD SUPPLEMENTAL INDENTURE

STANDARD PACIFIC OF COLORADO, INC., a Delaware corporation
By:	/S/ KATHLEEN R WADE
	Kathleen R Wade Vice President

SIGNATURE PAGE OF THIRD SUPPLEMENTAL INDENTURE

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee,
By:	/s/ Sharon K. McGrath
	Name: Sharon K. McGrath Title: Vice President

-58-

EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

A-1

No.______

6% Convertible Senior Subordinated Notes due 2012

CUSIP No.: 853763AA8

ISIN: US853863AA80

STANDARD PACIFIC CORP., a Delaware corporation, promises to pay to [Cede & Co.]¹, or registered assigns, the principal sum of [            ] Million Dollars ($______) [or such lesser amount as is indicated in Schedule I attached hereto]², on October 1, 2012, and to pay interest thereon from September 28, 2007, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 1 and October 1 of each year, commencing April 1, 2008, at the rate of 6.0% per annum, until the principal hereof is paid or made available for payment or this Note is converted in accordance with the Indenture (as defined on the reverse hereof). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on the Regular Record Date for such interest, which shall be March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders not more than fifteen (15) calendar days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

Interest on the Notes will be calculated on the basis of a three-hundred sixty (360)-day period consisting of twelve (12) thirty (30)-day months. If a payment date is not a Business Day, payment will be made on the next succeeding Business Day, and no additional interest will accrue in respect of such payment by virtue of the payment being made on such later date.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

¹ Use bracketed language only if Global Note.

² Use bracketed language only if Global Note.

A-2

Dated:

STANDARD PACIFIC CORP.,
By:
	Name: Title:
By:
	Name: Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee, certifies that this is one of the Notes referred to in the Indenture.
By:
	Authorized Signatory

A-3

[FORM OF REVERSE SIDE OF NOTE]

6% Convertible Senior Subordinated Notes due 2012

STANDARD PACIFIC CORP., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued these Notes under an Indenture dated as of April 10, 2002 (the “Original Indenture”), by and between the Company and J.P. Morgan Trust Company, N.A., as Trustee, as supplemented by the Third Supplemental Indenture dated as of September 24, 2007 (the “Third Supplemental Indenture”), among the Company, the Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee (the Original Indenture, as supplemented by the Third Supplemental Indenture, the “Indenture”), to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders and of the terms upon which the Notes are, and are to be, authorized and delivered. Except as specifically provided in Section 1(a) hereof, all terms used in this Note which are defined in the Indenture shall have the meaning assigned to them in the Indenture. In the event of any inconsistency between the terms of the Note and the terms of the Indenture, the terms of the Indenture shall control.

1. Further Provisions Relating to Interest

(a) Additional Interest. In the event of the Company’s failure to comply with its reporting obligations as set forth in the Indenture, at the Company’s election, the Company shall pay additional interest (“Additional Interest”) on the Notes at an annual rate equal to (i) 0.25% of the principal amount of the Notes for the first one-hundred twenty (120) days following the occurrence of such Event of Default and (ii) 0.50% of the principal amount of the Notes for the next ninety (90) days after the one-hundred twenty (120) days following the occurrence of such Event of Default. If the Company so elects, Additional Interest will accrue on all outstanding Notes from, and including, the date on which an Event of Default relating to a failure by the Company to comply with its reporting obligations pursuant to the Indenture first occurs to, but not including, the two-hundred tenth (210^th) day thereafter (or such earlier date on which the Event of Default relating to the Company’s reporting obligations shall have been cured or waived). On such two-hundred tenth (210^th) day (or earlier, if an Event of Default relating to the Company’s obligations is cured or waived prior to such two-hundred tenth (210^th) day), such Additional Interest will cease to accrue and the Notes will be subject to acceleration if such Event of Default is continuing.

(b) Except as otherwise specifically set forth, all references herein to “interest” include Defaulted Interest and Additional Interest, if any.

2. Method of Payment

The Company will pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at 5:00 p.m., New York City time, on the March 15 and September 15 next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date, except as otherwise provided in the Indenture. Holders must surrender Notes to a Paying Agent to collect principal payments. The

A-4

Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

The Company shall pay interest on:

(i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

(ii) any Notes in certificated form having a principal amount of less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register; and

(iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the Holder duly delivered to the trustee at least five (5) Business Days prior to the relevant Interest Payment Date.

3. Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent

Initially, The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States (the “Trustee”), will act as Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent. The Company may appoint and change any Paying Agent, Registrar or co-registrar, Conversion Agent or Bid Solicitation Agent without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4. Sinking Fund

The Notes are not subject to any sinking fund.

5. Repurchase of Notes at the Option of Noteholders

Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or multiples thereof) on the Fundamental Change Repurchase Date at a price equal to 100% of the principal amount of the Notes such Holder elects to require the Company to repurchase, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. The Company or, at the written request of the Company, the Trustee shall mail to all holders of record of the Notes a notice of the occurrence of a Fundamental Change and of the repurchase right arising as a result thereof on or before the fifteenth (15^th) calendar day after the occurrence of such Fundamental Change.

6. Conversion

Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture and prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000

A-5

or multiples thereof at a Conversion Rate specified in the Indenture. Upon conversion, the Company shall satisfy its Conversion Obligation in shares of Common Stock, cash or a combination of cash and shares of Common Stock. As of the date of the Indenture, the Company has elected to satisfy its Conversion Obligation in shares of Common Stock. The Company may elect, in accordance with the Indenture, a different settlement method pursuant to the terms of the Indenture. In addition, the Company may irrevocably elect Net Share Settlement in accordance with the Indenture. The initial Conversion Rate shall be 114.2857 shares for each $1,000 principal amount of Notes. No fractional shares of Common Stock will be issued upon any conversion, and the number of shares of Common Stock issuable upon conversion shall be rounded down to the next lower whole number. No adjustment shall be made for dividends or any shares issued upon conversion of such Note except as provided in the Indenture.

7. Denominations, Transfer, Exchange

The Notes are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Noteholder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.

8. Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

9. Unclaimed Money

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest and any shares of Common Stock or other property due in respect of converted Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money and/or securities must look to the Company for payment as general creditors unless applicable abandoned property law designates another Person.

10. Amendment, Waiver

Subject to certain exceptions, the Indenture contains provisions permitting an amendment of the Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes and the waiver of any Event of Default (other than any continuing Event of Default in payment of interest or principal amount of the Notes or in respect of provisions that cannot be amended without the written consent of each Holder affected) or noncompliance with any provision with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.

In addition, the Indenture permits an amendment of the Indenture or the Notes without the consent of any Holder under circumstances specified in the Indenture. The Indenture also permits an amendment of the Indenture or the Notes only with the consent of any Holder affected thereby under circumstances specified in the Indenture.

A-6

11. Defaults and Remedies

Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Noteholders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

12. Trustee Dealings with the Company

Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

13. No Recourse Against Others

A director, officer, employee, incorporator, stockholder or partner, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company or such Guarantor under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

14. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.

A-7

15. Abbreviations

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

16. CUSIP and ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note.

A-8

GUARANTEE

FOR VALUE RECEIVED, each of the undersigned hereby unconditionally, jointly and severally, and irrevocably guarantees to the Holders of the 6% Convertible Senior Subordinated Notes due 2012 of the Company (the “Notes”) that (i) the principal of, interest on and the Conversion Obligation (to the extent payable in cash or property other than Capital Stock of the Company), if any, of the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon conversion or repurchase, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Notes and all other obligations of the Company to the Holders or the Trustee thereunder, will be promptly paid in full or performed, all in accordance with the terms thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise; all in accordance with and subject to the terms and limitations of the Notes, Article 7 of the Third Supplemental Indenture among the Company, the guarantors party thereto, and the Trustee (the “Third Supplemental Indenture”) and this Guarantee. This Guarantee will become effective on the date hereof. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

The obligations of the undersigned to the Holders of the Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 7 of the Third Supplemental Indenture and reference is hereby made to the Third Supplemental Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.

The obligations of the undersigned pursuant to this Guarantee are subordinated in right of payment to the obligations of the undersigned under its Guarantor Senior Indebtedness in the same manner and to the same extent that the Notes are subordinated to Senior Indebtedness of the Company pursuant to Article 11 of the Original Indenture.

Any capitalized term used in this Guarantee and not defined herein shall have the meaning specified in the Indenture, unless the context shall otherwise require.

This Guarantee is subject to release and termination upon the terms set forth in the Third Supplemental Indenture.

This Guarantee may be executed in one or more counterparts, each of which will be deemed to be an original, and all of which, when taken together, will be deemed to constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

A-9

IN WITNESS WHEREOF, the parties hereto have caused this guarantee to be duly executed as of this 28th day of September, 2007.

GUARANTORS:

Barrington Estates, LLC, a Delaware limited liability company

CH Construction, Inc., a Delaware corporation

CH Florida, Inc., a Delaware corporation

Hilltop Residential, Ltd., a Florida limited partnership

HSP Arizona, Inc., a Delaware corporation

HSP Tucson, Inc., a Delaware corporation

HWB Construction, Inc., a Delaware corporation

HWB Investments, Inc., a Delaware corporation

Lagoon Valley Residential, LLC, a California limited liability company

LB/L-Duc II Franceschi, LLC, a Delaware limited liability company

LMD El Dorado 134, LLC, a California limited liability company

OLP Forty Development, LLC, a Florida limited liability company

Pala Village Investments, Inc., a Delaware corporation

Residential Acquisition GP, LLC, a Florida limited liability company

SP Colony Investments, Inc., a Delaware corporation

SP Coppenbarger Investments, Inc., a Delaware corporation

SP La Floresta, Inc., a Delaware corporation

SPNS Golden Gate, LLC, a Delaware limited liability company

SP Ventura Investments, Inc., a Delaware corporation

Standard Pacific 1, Inc., a Delaware corporation

Standard Pacific 1, LLC, a Delaware limited liability company

A-10

Standard Pacific 2, Inc., a Delaware corporation

Standard Pacific 2, LLC, a Delaware limited liability company

Standard Pacific 3, Inc., a Delaware corporation

Standard Pacific 3, LLC, a Delaware limited liability company

Standard Pacific 4, Inc., a Delaware corporation

Standard Pacific 4, LLC, a Delaware limited liability company

Standard Pacific 5, Inc., a Delaware corporation

Standard Pacific 5, LLC, a Delaware limited liability company

Standard Pacific 6, Inc., a Delaware corporation

Standard Pacific 6, LLC, a Delaware limited liability company

Standard Pacific 7, Inc., a Delaware corporation

Standard Pacific 7, LLC, a Delaware limited liability company

Standard Pacific 8, Inc., a Delaware corporation

Standard Pacific 8, LLC, a Delaware limited liability company

Standard Pacific 9, Inc., a Delaware corporation

Standard Pacific 9, LLC, a Delaware limited liability company

Standard Pacific of Arizona, Inc., a Delaware corporation

Standard Pacific of Central Florida, a Florida general partnership

Standard Pacific of Central Florida GP, Inc., a Delaware corporation

Standard Pacific of Colorado, Inc., a Delaware corporation

Standard Pacific of Fullerton, Inc., a Delaware corporation

Standard Pacific of Illinois, Inc., a Delaware corporation

Standard Pacific of Jacksonville, a Florida general partnership

A-11

Standard Pacific of Jacksonville GP, Inc., a Delaware corporation

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 South Florida GP, Inc., a Delaware corporation

Standard Pacific of Southwest Florida, a Florida general partnership

Standard Pacific of Southwest Florida GP, Inc., a Delaware corporation

Standard Pacific of Tampa GP, Inc., a Delaware corporation

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

Standard Pacific of Tucson, Inc., a Delaware corporation

Standard Pacific of Walnut Hills, Inc., a Delaware corporation

Walnut Hills Development 268, LLC, a California limited liability company

Westfield Homes USA, Inc., a Delaware corporation

By:

Andrew H. Parnes, in his capacity as Principal Financial and Accounting Officer of each of the above Guarantors which is a corporation or limited liability company with designated officers, 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 which does not have designated officers

A-12

STANDARD PACIFIC OF COLORADO, INC., a Delaware corporation
By:
	Kathleen R Wade Vice President

A-13

CONVERSION NOTICE

TO: STANDARD PACIFIC CORP.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Conversion Agent

The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated in accordance with the terms of the Indenture referred to in this Note, and directs that the shares of Common Stock, cash or a combination of cash and shares of Common Stock deliverable or payable upon such conversion and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note.

Dated: ______________________

______________________________

______________________________

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

______________________________

Signature Guarantee

A-14

Fill in the registration of shares of Common Stock, if any, if to be issued, and Notes if to be delivered, and the person to whom cash, if any, is to be made, if to be made, other than to and in the name of the registered Holder:

Please print name and address

__________________________

(Name)

______________________________

(Street Address)

______________________________

(City, State and Zip Code)

Principal amount to be converted

(if less than all):

$_____________________________

Social Security or Other Taxpayer

Identification Number:

______________________________

NOTICE: The signature on this Conversion Notice must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

A-15

FUNDAMENTAL CHANGE REPURCHASE NOTICE

TO: STANDARD PACIFIC CORP.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Paying Agent

The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Standard Pacific Corp. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture.

Dated: ______________________

Signature(s): ______________________

                       ______________________

NOTICE: The above signatures of the Holder(s) hereof must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

Notes Certificate Number (if applicable): ____________________________

Principal amount to be repurchased (if less than all, must be $1,000 or whole multiples thereof): ______________________

Social Security or Other Taxpayer Identification Number: ________________

A-16

ASSIGNMENT

For value received ________________________________________ hereby sell(s) assign(s) and transfer(s) unto ___________________________________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Notes, and hereby irrevocably constitutes and appoints ______________________________________ attorney to transfer said Notes on the books of the Company, with full power of substitution in the premises.

Dated: ______________________

______________________________

______________________________

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

______________________________

Signature Guarantee

NOTICE: The signature on this Assignment must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

A-17

Schedule I

6% Convertible Senior Subordinated Notes Due 2012

Date Principal Amount Notation Explaining
Amount Recorded Authorized Signature
of Trustee or
Custodian

EX-5.1

Exhibit 5.1

[Gibson, Dunn & Crutcher LLP Letterhead]

September 28, 2007

(949) 451-3900 C 87007-01452

(949) 451-4220

Standard Pacific Corp.

15326 Alton Parkway

Irvine, California 92618

Re: Standard Pacific Corp.

6% Convertible Senior Subordinate Notes Offering

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3, File No. 333-140871, of the Company, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) on February 23, 2007 (the “Registration Statement”), the preliminary prospectus supplement and prospectus related thereto filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 24, 2007, a final pricing term sheet dated September 24, 2007 in the form filed with the Commission pursuant to Rule 433 under the Securities Act on September 25, 2007, the final prospectus supplement in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 25, 2007 in connection with the offering by the Company of 6% Convertible Senior Subordinated Notes due 2012 (the “Notes”) and shares of common stock of the Company, par value $0.01 per share (the “Shares”), issuable upon conversion of the Notes. The Notes are being issued pursuant to the Indenture, dated as of April 10, 2002, by and between the Company and Bank One Trust Company N.A., as trustee (“Bank One”), as supplemented by that certain First Supplemental

Standard Pacific Corp.

September 28, 2007

Page 2

Indenture, dated as of April 10, 2002, between the Company and Bank One, that certain Second Supplemental Indenture, dated as of February 22, 2006, by and among the Company, the guarantors named therein and J.P. Morgan Trust Company, National Association (“J.P. Morgan”), as trustee (as successor in interest to Bank One), and the Third Supplemental Indenture, dated as of September 24, 2007 (together, the “Indenture”), among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (as successor in interest to J.P. Morgan, the “Trustee”). In connection with the issuance of the Securities, the Company and the Guarantors have entered into the Underwriting Agreement, dated as of September 24, 2007 (the “Underwriting Agreement”), among the Company, the Guarantors (as defined in the Underwriting Agreement) and the underwriters named therein (the “Underwriters”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that:

1. With respect to the Notes, when the Notes have been duly executed and authenticated as specified in the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company.

2. The Shares initially issuable upon conversion of the Notes, when issued and delivered in accordance with the terms of the Indenture, and when issued upon conversion, will be validly issued, fully paid and non-assessable.

3. With respect to the Guarantees, when the Notes are executed and authenticated as specified in the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Guarantees will be valid and binding obligations of the Guarantors.

The opinions set forth in paragraphs 1 and 3 above are each subject to (i) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, arrangement and similar laws of general application relating to or affecting creditors’ rights, including, without limitation, the effect of statutory or other law regarding fraudulent conveyances, fraudulent transfers, preferential transfers and distributions by corporations to stockholders; and (ii) to the limitations imposed by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific

2

Standard Pacific Corp.

September 28, 2007

Page 3

performance or injunctive relief regardless of whether considered in a proceeding in equity or at law. With respect to such opinions, we express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the United States of America, and, for purposes of paragraph 2, the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL, as currently in effect, and have made such inquiries as we consider necessary to render the opinion contained in Paragraph 2 above. This opinion letter is intended to the limited effect of the present state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the State of Delaware and the facts as they presently exist. We assume no obligation to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/S/ GIBSON, DUNN & CRUTCHER LLP

3

EX-5.2

Exhibit 5.2

[Gibson, Dunn & Crutcher LLP Letterhead]

September 28, 2007

(949) 451-3900 C 87007-01452

(949) 451-4220

Standard Pacific Corp.

15326 Alton Parkway

Irvine, California 92618

Re: Standard Pacific Corp

Common Stock Offering

Ladies and Gentlemen:

We have examined the Company’s automatic shelf Registration Statement on Form S-3, File No. 333-140871, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, as amended, (the “Securities Act”) on February 23, 2007 (the “Registration Statement”), the preliminary prospectus supplement and prospectus related thereto, in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 24, 2007, and the final prospectus supplement and prospectus related thereto, in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 25, 2007, in connection with the offering and sale by the Company of 7,839,809 shares of the Company’s common stock, par value $0.01 per share, and associated preferred stock purchase rights of the Company (the “Securities”).

Standard Pacific Corp.

September 28, 2007

Page 2

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Securities, when issued against payment therefore, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the United States of America and the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL, as currently in effect, and have made such inquiries as we consider necessary to render the opinion above. This opinion is limited to the effect of the current state of the laws of the United States of America and the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/S/ GIBSON, DUNN & CRUTCHER LLP

2

EX-10.1

Exhibit 10.1

Opening Transaction

To:	Standard Pacific Corp. 15326 Alton Parkway Irvine, California 92618
From:	Bank of America, N.A. c/o Banc of America Securities LLC Equities Legal Department 9 West 57th Street, 40th Floor New York, NY 10019
Re:	Capped Convertible Bond Hedge Transaction
Ref. No:	NY-31697
Date:	September 25, 2007

Dear Sir(s):

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 Bank of America, N.A. (“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 to be 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.

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.
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.

2

Cap Price:	USD10.85
Number of Shares:	The product of the Number of Options, the Option Entitlement and the Applicable Percentage.
Applicable Percentage:	80%
Premium:	USD7,296,000 (Premium per Option USD72.96); 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.
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

3

	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:	To:   Bank of America, N.A.
	c/o Banc of America Securities LLC          Equities Legal Department          9 West 57th Street, 40th Floor          New York, NY 10019
	Attn:               John Servidio
	Telephone:     (212) 583-8373
	Facsimile:      (212) 230-8610

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 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,

4

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, 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 if any, 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 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

5

	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 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

6

	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.

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.

7

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 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

8

	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.
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:

Bank of America, N.A.

New York, NY

SWIFT: BOFAUS3N

Bank Routing: 026-009-593

Account Name: Bank of America

Account No. : 0012333-34172

Counterparty Payment Instructions:

To be provided by Counterparty.

5. Offices:

The Office of Dealer for the Transaction is:

Bank of America, N.A.

c/o Banc of America Securities LLC

Equities Legal Department

9 West 57^th Street, 40th Floor

New York, NY 10019

9

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
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:

To:	Bank of America, N.A.
	c/o Banc of America Securities LLC Equities Legal Department 9 West 57th Street, 40th Floor New York, NY 10019
Attn:	John Servidio
Telephone:	(212) 583-8373
Facsimile:	(212) 230-8610

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.

10

(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.

(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.

11

(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.

(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 consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the

12

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).

(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

13

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.

(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

14

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.

(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

15

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.

(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,

16

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 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

17

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 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.

18

(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.

19

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 John Servidio at Banc of America Securities LLC, 9 West 57th Street, 40th Floor, New York, NY 10019, Facsimile No. 212-230-8610.

Yours faithfully,
BANK OF AMERICA, N.A.
By:	/s/ David Moran
Name:	David Moran
Title:	Managing Director

Agreed and Accepted By:
STANDARD PACIFIC CORP.
By:	/s/Andrew H. Parnes
Name:	Andrew H. Parnes
Title:	Executive Vice President-Finance
	And Chief Financial Officer

EX-10.2

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.

2

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.

3

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

4

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

5

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

6

	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.

7

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

8

	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.

9

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

10

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, 11^th 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.

11

(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.

12

(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.

16

(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.

17

(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.

20

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

EX-10.3

Exhibit 10.3

SHARE LENDING AGREEMENT

Dated as of September 24, 2007

Among

STANDARD PACIFIC CORP. (“Lender”),

and

CREDIT SUISSE INTERNATIONAL (“Borrower”), represented by CREDIT

SUISSE, NEW YORK BRANCH, as agent for Borrower (“Borrowing Agent”).

This Agreement sets forth the terms and conditions under which Borrower may borrow from Lender shares of Common Stock.

The parties hereto agree as follows:

Section 1. Certain Definitions. The following capitalized terms shall have the following meanings:

“Borrowing Termination Date” means the 45th Permitted Borrowing Day after the date hereof that is a Trading Day.

“Business Day” means a day on which regular trading occurs in the principal trading market for the Common Stock.

“Cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

“Clearing Organization” means The Depository Trust Company, or, if agreed to by Borrower and Lender, such other Securities Intermediary at which Borrower (or Borrowing Agent) and Lender maintain accounts.

“Closing Price” on any day means, with respect to the Common Stock (i) if the Common Stock is listed or admitted to trading on a U.S. securities exchange or is included in the OTC Bulletin Board Service (operated by the National Association of Securities Dealers, Inc.), the last reported sale price, regular way, in the principal trading session on such day on such market on which the Common Stock is then listed or is admitted to trading (or, if the day of determination is not a Business Day, the last preceding Business Day) and (ii) if the Common Stock is not so listed or admitted to trading or if the last reported sale price is not obtainable (even if the Common Stock is listed or admitted to trading on such market), the average of the bid prices for the Common Stock obtained from as many dealers in the Common Stock (which may include Borrower or its affiliates), but not exceeding three, as shall furnish bid prices available to Lender.

“Common Stock” means shares of common stock, par value $0.01 per share, of Lender, or any other security into which the Common Stock shall be exchanged or converted as the result of any merger, consolidation, other business combination, reorganization, reclassification, recapitalization or other corporate action (including, without limitation, a reorganization in bankruptcy).

“Convertible Notes” means the $100,000,000 aggregate principal amount of 6.00% Convertible Senior Subordinated Notes due 2012 issued by Lender, or up to $115,000,000 aggregate principal amount to the extent the option to purchase additional Convertible Notes is exercised in full as set forth in the Underwriting Agreement.

“Credit Suisse” means Credit Suisse Group, a Swiss corporation.

“Cutoff Time” shall mean 10:00 a.m. in the jurisdiction of the Clearing Organization, or such other time on a Business Day by which a transfer of Loaned Shares must be made by Borrower or Lender to the other, as shall be determined in accordance with market practice.

“Default” has the meaning set forth in Section 9(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Indenture” means the Senior Subordinated Indenture dated as of April 10, 2002, between Lender 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, as supplemented by a first supplemental indenture dated as of April 10, 2002, a second supplemental indenture dated as of February 22, 2006 and a third supplemental indenture to be dated as of September 24, 2007, pursuant to which the Convertible Notes were issued.

“Lender’s Designated Account” means the securities account of Lender maintained on the books of Mellon Investor Services, as transfer agent, and designated “Standard Pacific Corp. (account number 001-751-85375C10)”.

“Loan” has the meaning set forth in Section 2(b).

“Loan Availability Period” means the period beginning with the date of issuance of the Convertible Notes and ending on the earliest of (i) October 1, 2012, (ii) the date as of which Lender has notified Borrower in writing of its intention to terminate this Agreement at any time after the latest of (x) the date on which the entire principal amount of the Convertible Notes ceases to be

2

outstanding and (y) the date on which the entire principal amount of any additional convertible securities of Lender that Lender has in writing consented to permit Borrower to hedge under this Agreement ceases to be outstanding, in each case, whether as a result of conversion, redemption, repurchase, cancellation or otherwise and (iii) the date on which this Agreement shall terminate in accordance with the terms of this Agreement.

“Loaned Shares” means shares of Common Stock initially transferred to Borrower in a Loan hereunder. If, as the result of a stock dividend, stock split or reverse stock split, the number of outstanding shares of Common Stock is increased or decreased, then the number of Loaned Shares under outstanding Loans shall be proportionately increased or decreased, as the case may be. If any new or different security (or two or more securities) shall be exchanged for the outstanding shares of Common Stock as the result of any reorganization, merger, consolidation, reclassification, recapitalization or other corporate action (including, without limitation, a reorganization in bankruptcy), such new or different security (or such two or more securities collectively) shall, effective upon such exchange, be deemed to become a Loaned Share in substitution for the former Loaned Share for which such exchange is made and in the same proportion for which such exchange was made. For purposes of return of Loaned Shares by Borrower or purchase or sale of securities pursuant to Section 4 or Section 10, such term shall mean securities of the same issuer, class and quantity as the Loaned Shares as adjusted pursuant to the two preceding sentences.

“Maximum Number of Shares” means the lesser of (i) (A) 7,839,809 shares of Common Stock (as adjusted from time to time as set forth herein, the “Share Number”), subject to the following adjustments:

(a) If, as the result of a stock dividend, stock split or reverse stock split, the number of outstanding shares of Common Stock is increased or decreased, the Share Number shall, effective as of the payment or delivery date of any such event, be proportionally increased or decreased, as the case may be;

(b) If, pursuant to a merger, consolidation, other business combination, reorganization, reclassification, recapitalization or other corporate action (including, without limitation, a reorganization in bankruptcy), the Common Stock is exchanged for or converted into cash, securities or other property, the Share Number shall, effective upon such exchange, be adjusted by multiplying the Share Number at such time by the number of securities, the amount of cash or the fair market value of any other property exchanged for one share of Common Stock in such event; minus

(B) the number of shares of Common Stock returned to Lender pursuant to Section 4 at any time plus the number of Replacement Shares purchased pursuant to Section 10(b) at any time (in each case, taking into account any adjustments of the nature described in clauses (a) and (b) above); and

3

(ii) the product of (a) the aggregate principal amount of Convertible Notes outstanding at such time, divided by $1,000 and (b) the Conversion Rate (as defined in the Indenture).

“Permitted Borrowing Day” means each Business Day from the date of this Agreement, to, and including, October 5, 2007, and each Business Day from, and including, the second Business Day following the date on which Lender files it Quarterly Report on Form 10-Q for the third fiscal quarter of 2007, to, and including, December 14, 2007, and each Business Day from, and including, the second Business Day following the date on which Lender files it Annual Report on Form 10-K for fiscal year 2007, to, and including, March 14, 2007 (and, for the avoidance of doubt, a Permitted Borrowing Day shall not include any day from and including October 6, 2007, to and including the first Business Day following the date on which Lender files it Quarterly Report on Form 10-Q for the third fiscal quarter of 2007 or any day from and including December 15, 2007, to and including the first Business Day following the date on which Lender files it Annual Report on Form 10-K for fiscal year 2007), but Permitted Borrowing Day shall not include any day with respect to which Lender suspends borrowing hereunder pursuant to Section 8(d). If on March 14, 2007, there shall not have been 45 Permitted Borrowing Days from the date of this Agreement through such date, the parties shall mutually agree on additional Permitted Borrowing Days consistent with the permitted periods set forth in this definition.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” means a “securities intermediary” as defined by Section 8-102(a)(14) of the UCC.

“Trading Day” means a Business Day on which there is not any suspension under Section 8(d) or, in the commercially reasonable judgment of Borrower, any material limitation on trading in the Common Stock.

“UCC” means the Uniform Commercial Code as in effect in the State of New York on the date hereof and as it may be amended from time to time.

“Underwriting Agreement” means the Underwriting Agreement, dated as of the date hereof, between Lender and the underwriters named therein relating to the registered public offering of the Convertible Notes.

Section 2. Loans of Shares; Transfers of Loaned Shares. (a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to make available for borrowing by Borrower from time to time on any Permitted

4

Borrowing Date on or before the Borrowing Termination Date, shares of Common Stock up to, in the aggregate outstanding at any time, the Maximum Number of Shares.

(b) Subject to the terms and conditions of this Agreement, Borrower may, from time to time on any Permitted Borrowing Date on or before the Borrowing Termination Date by written notice to Lender (a “Borrowing Notice”), initiate a transaction in which Lender will lend Loaned Shares to Borrower through the issuance by Lender of such Loaned Shares to Borrower upon the terms, and subject to the conditions, set forth in this Agreement (each such issuance and loan, a “Loan”). Such Loan shall be confirmed by a schedule and receipt listing the Loaned Shares provided by Lender to Borrower (the “Confirmation”). Such Confirmation shall constitute conclusive evidence with respect to the Loan, including the number of shares of Common Stock that are the subject of the Loan to which the Confirmation relates, unless a written objection to the Confirmation specifying the reasons for the objection is received by Lender within five Business Days after the delivery of the Confirmation to Borrower.

(c) Notwithstanding anything to the contrary in this Agreement, in no event shall Borrower be entitled to receive, or shall be deemed to receive, any shares of Common Stock if, immediately upon giving effect to such receipt of such shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of shares of Common Stock by Borrower or any affiliate of Borrower subject to aggregation with Borrower under such Section 13 and rules or any “group” (within the meaning of such Section 13 and rules) of which Borrower is a member (collectively, “Borrower Group”) would be equal to or greater than 9.9% or more of the outstanding shares of Common Stock or (ii) Borrower or any “affiliate” or “associate” of Borrower, would be an “interested stockholder” of Lender, as all such terms are defined in Section 203 of the Delaware General Corporation Law. If any delivery owed to Borrower hereunder is not made, in whole or in part, as a result of this provision, Lender’s obligation to make such delivery shall not be extinguished and Lender shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Borrower gives notice to Lender that such delivery would not result in Borrower Group directly or indirectly so beneficially owning in excess of 9.9% of the outstanding shares of Common Stock or Borrower or any “affiliate” or “associate” of Borrower becoming an “interested stockholder”, as described in clauses (i) and (ii) above; provided that Lender shall not be required to deliver any Loaned Shares after the Borrowing Termination Date. Notwithstanding anything to the contrary in this Agreement, Lender shall not be liable to Borrower for any delivery of Loaned Shares in contravention of this Section 2(c) if Lender has not been notified by Borrower in writing that such delivery would contravene provisions of this paragraph.

5

(d) Lender shall transfer the Loaned Shares for any Loan to Borrower on or before the Cutoff Time on the date specified in the related Borrowing Notice (which shall be no earlier than the third Business Day following the date of such Borrowing Notice, unless otherwise agreed to by Lender). Delivery of the Loaned Shares to Borrower shall be made in the manner set forth under Section 11 below. Borrower currently intends to initiate Loans for an aggregate number of Loaned Shares equal to the Maximum Number of Shares prior to the Borrowing Termination Date and sell such Loaned Shares pursuant to Lender’s registration statement that is effective under the Securities Act with respect to the Loaned Shares.

(e) Notwithstanding anything to the contrary in this Agreement, Borrower or its affiliates shall not transfer or dispose of any Loaned Shares unless such Loaned Shares are sold by Borrower or such affiliate on a Permitted Borrowing Day pursuant to a registration statement that is effective under the Securities Act. Nothing herein shall prohibit transfers among subsidiaries of Credit Suisse that are not pursuant to an effective registration statement, provided that transfers by such transferee subsidiaries shall remain subject to the provisions of the foregoing sentence. Borrower may not initiate any Loan hereunder unless Lender has a registration statement effective under the Securities Act with respect to the Loaned Shares.

Section 3. Loan Fee. Borrower agrees to pay Lender a single loan fee per Loan (a “Loan Fee”) equal to $0.01 per Loaned Share. The Loan Fee shall be paid by Borrower on or before the time of transfer of the Loaned Shares pursuant to Section 2(d) on a delivery-versus-payment basis through the facilities of the Clearing Organization.

Section 4. Loan Terminations. (a) Borrower may terminate all or any portion of a Loan or Loans on any Business Day by giving written notice thereof to Lender and transferring the corresponding number of Loaned Shares to Lender, without any consideration being payable in respect thereof by Lender to Borrower.

(b) All Loans outstanding, if any, on the date this Agreement terminates pursuant to Section 13 (the “Facility Termination Date”) shall terminate on such date and any and all outstanding Loaned Shares shall be delivered by Borrower to Lender, without any consideration being payable in respect thereof by Lender to Borrower, no later than the fifth Business Day following the Facility Termination Date.

(c) If a Loan is terminated upon the occurrence of a Default as set forth in Section 9, the Loaned Shares shall be delivered by Borrower to Lender, without any consideration being payable in respect thereof by Lender to Borrower, no later than the third Business Day following the termination date of such Loan as provided in Section 9.

6

(d) If on any date, the aggregate number of Loaned Shares under Loans outstanding exceeds the Maximum Number of Shares, the number of Loaned Shares in excess of the Maximum Number of Shares shall be delivered by Borrower to Lender, without any consideration being payable in respect thereof by Lender to Borrower, no later than the third Business Day following such date.

Section 5. Distributions. (a) If at any time when there are Loaned Shares outstanding under this Agreement Lender pays a cash dividend or makes a cash distribution in respect of all its outstanding Common Stock, Borrower shall pay to Lender (whether or not Borrower is a holder of any or all of the outstanding Loaned Shares), within three Business Days after the payment of such dividend or distribution, an amount in cash equal to the product of (i) the amount per share of Common Stock of such dividend or distribution and (ii) the number of Loaned Shares outstanding on the record date for such distribution.

(b) If at any time when there are Loaned Shares outstanding under this Agreement Lender makes a distribution in respect of all its outstanding Common Stock (other than a distribution upon liquidation or a reorganization in bankruptcy) in property or securities, including any options, warrants, rights or privileges in respect of securities (other than a distribution of Common Stock, but including any options, warrants, rights or privileges exercisable for, convertible into or exchangeable for Common Stock) (a “Non-Cash Distribution”), Borrower shall deliver to Lender (whether or not Borrower is a holder of any or all of the outstanding Loaned Shares) in kind, within three Business Days after the date of such Non-Cash Distribution, the property or securities distributed, in an amount equal to the product of (i) the amount per share of Common Stock of such Non-Cash Distribution and (ii) the number of Loaned Shares outstanding on the record date for such distribution.

Section 6. Rights in Respect of Loaned Shares. (a) Except as otherwise provided in this Agreement, Borrower, insofar as it is the record owner of the Loaned Shares, shall have all of the incidents of ownership in respect of such Loaned Shares, until it delivers such Loaned Shares to Lender pursuant to the terms hereof.

(b) Borrower hereby waives the right, on behalf of itself and its affiliates, to vote, or to provide any consent or to take any similar action with respect to, the Loaned Shares in the event that the record date or deadline for such vote, consent or other action falls during the term of the Loan. Borrower agrees that it or any of its affiliates that is the record owner of any Loaned Shares will not vote such Loaned Shares on any matter submitted to a vote of Lender’s stockholders generally.

Section 7. Representations and Warranties. (a) Each of Borrower and Lender represent and warrant to the other that:

(i) it has full power to execute and deliver this Agreement, to enter into the Loans contemplated hereby and to perform its obligations hereunder;

7

(ii) it has taken all necessary action to authorize such execution, delivery and performance;

(iii) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms; and

(iv) the execution, delivery and performance of this Agreement does not and will not violate, contravene, or constitute a default under, (A) its certificate of incorporation, bylaws or other governing documents, (B) any laws, rules or regulations of any governmental authority to which it is subject, (C) any contracts, agreements or instrument to which it is a party or (D) any judgment, injunction, order or decree by which it is bound.

(b) Lender represents and warrants to Borrower, as of the date hereof, and as of the date any Loaned Shares are transferred to Borrower in respect of any Loan hereunder, that the Loaned Shares have been duly authorized and, upon the issuance and delivery of any Loaned Shares to Borrower in accordance with the terms and conditions hereof, and subject to the contemporaneous or prior receipt of the applicable Loan Fee by Lender, will be duly authorized, validly issued, fully paid nonassessible shares of Common Stock; and the stockholders of Lender have no preemptive rights with respect to the Loaned Shares.

(c) Lender represents and warrants to Borrower, (i) as of the date hereof, and as of the date any Loaned Shares are transferred to Borrower in respect of any Loan hereunder, that the outstanding shares of Common Stock are listed on The New York Stock Exchange (the “NYSE”) and (ii) as of the date any Loaned Shares are transferred to Borrower in respect of any Loan hereunder, that the Loaned Shares have been approved for listing on the NYSE, subject to official notice of issuance.

(d) Lender represents and warrants to Borrower, as of the date any Loaned Shares are transferred to Borrower in respect of any Loan hereunder, Lender is not “insolvent” (as such term is defined under Section 101(32) of Title 11 of the United States Code (the “Bankruptcy Code”)) and Lender would be able to purchase the Maximum Number of Shares in compliance with the corporate law of Lender’s jurisdiction of incorporation.

(e) Lender represents to Borrower that for United States tax purposes it is a resident of the United States.

8

(f) The representations and warranties of Borrower and Lender under this Section 7 shall remain in full force and effect at all times during the term of this Agreement and shall survive the termination for any reason of this Agreement.

Section 8. Covenants. (a) Lender agrees and acknowledges that Borrower 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 Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Agreement 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 Borrower 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.

(b) Lender shall, on any day on which Lender effects any repurchase of Common Stock, give Borrower a written notice of its Outstanding Shares (as defined below) (a “Repurchase Notice”) 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” as of any day is the number of shares of Common Stock outstanding on such day, including all outstanding Loaned Shares; provided that as of any date, for purposes of calculating Outstanding Shares as of the date of the immediately preceding Repurchase Notice, such number shall be adjusted as set forth in clauses (a) and (b) of the definition of “Maximum Number of Shares” above, to the same extent Shares are adjusted therein, and only to the extent that any of the events listed in such clauses (a) and (b) have occurred between the date of the immediately preceding Repurchase Notice and such date.

(c) Borrower agrees that if any Loans are outstanding, the Loaned Shares for such Loans or Borrower’s short positions resulting from such Loans, will be used solely for the purpose of directly or indirectly facilitating the sale and hedging of the Convertible Notes by the holders thereof.

(d) Notwithstanding anything contained herein to the contrary, Lender may, in its sole discretion, upon written notice to Borrower, suspend its obligation to make available for borrowing hereunder shares of Common Stock for up to 15 Business Days, if Lender possesses material non-public information and Lender has determined in good faith that it is in the best interests of Lender to suspend its obligations hereunder for such period to avoid premature disclosure of such material non-public information.

9

Section 9. Events of Default. (a) All Loans, and any further obligation to make Loans under this Agreement, may, at the option of Lender by a written notice to Borrower (which option shall be deemed exercised, even if no notice is given, immediately on the occurrence of an event specified in either Section 9(a)(iii) or (iv) below), be terminated (A) immediately on the occurrence of any of the events set forth in either Section 9(a)(iii) or (iv) below and (B) two Business Days following such notice on the occurrence of any of the other events set forth below (each, a “Default”):

(i) Borrower fails to deliver Loaned Shares to Lender as required by Section 4;

(ii) Borrower fails to deliver or pay to Lender when due any cash, securities or other property as required by Section 5;

(iii) the filing by or on behalf of Borrower of a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under any bankruptcy, reorganization, receivership, compromise, arrangement, insolvency, readjustment of debt, dissolution, winding-up or liquidation or similar act or law, of any state, federal or other applicable foreign jurisdictions, now or hereafter existing (“Bankruptcy Law”), or any action by Borrower for, or consent or acquiescence to, the appointment of a receiver, trustee, custodian or similar official of Borrower, or of all or a substantial part of its property; or the making by Borrower of a general assignment for the benefit of creditors; or the admission by Borrower in writing of its inability to pay its debts as they become due;

(iv) the filing of any involuntary petition against Borrower in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law and an order for relief by a court having jurisdiction in the premises shall have been issued or entered therein; or any other similar relief shall be granted under any applicable federal or state law or law of any other applicable foreign jurisdictions; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers over Borrower or over all or a part of its property shall have been entered; or the involuntary appointment of an interim receiver, trustee or other custodian of Borrower or of all or a substantial part of its property or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of Borrower; and continuance of any such event for 15 consecutive calendar days unless dismissed, bonded to the satisfaction of the court having jurisdiction in the premises or discharged;

10

(v) Borrower fails to provide any indemnity as required by Section 12;

(vi) Borrower notifies Lender of its inability to or intention not to perform Borrower’s obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or

(vii) any representation made by Borrower under this Agreement in connection with any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder or Borrower fails to comply in any material respect with any of its covenants or agreements under this Agreement.

Section 10. Lender’s Remedies.

(a) Notwithstanding anything to the contrary herein, if, (i) Lender terminates any Loan pursuant to Section 9, (ii) all outstanding Loans terminate pursuant to Section 4(b) or (iii) Borrower is required to return Loaned Shares pursuant to Section 4(d) and, in any such case, at the time of such termination or on the date on which Borrower is required to return Loaned Shares pursuant to Section 4(d), as the case may be, the purchase of Common Stock in an amount equal to all or any portion of the number of Loaned Shares to be delivered to Lender in accordance with Section 4 shall (A) be prohibited by any law, rules or regulation of any governmental authority to which it is or would be subject, (B) violate, or would upon such purchase likely violate, any order or prohibition of any court, tribunal or other governmental authority, (C) require the prior consent of any court, tribunal or governmental authority prior to any such repurchase or (D) subject Borrower, in the commercially reasonable judgment of Borrower, to any liability or potential liability under any applicable federal securities laws (including, without limitation, Section 16 of the Exchange Act) (each of (A), (B), (C) and (D), a “Legal Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Legal Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 4 shall be suspended until such time as no Legal Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). Following the occurrence of and during the continuation of any Repayment Suspension, Borrower shall use commercially reasonable efforts to remove or cure the Legal Obstacle as promptly as reasonably practicable. If Borrower is unable to remove or cure the Legal Obstacle within five Business Days of the termination of the Loan by Lender under Section 9, the termination of the Loan under Section 4(b) or the date on which Borrower is required to return Loaned Shares pursuant to Section 4(d), as the case may be, Borrower shall pay to Lender, in lieu of the delivery of Loaned Shares in accordance with Section 4, an

11

amount in immediately available funds (the “Replacement Cash”) equal to the product of the Closing Price as of the Business Day immediately preceding the date Borrower makes such payment and the number of Loaned Shares otherwise required to be delivered.

(b) If Borrower shall fail to deliver Loaned Shares to Lender pursuant to Section 4(c) when due, then, in addition to any other remedies available to Lender under this Agreement or under applicable law, Lender shall have the right (upon prior written notice to Borrower) to purchase a like number of shares of Common Stock (“Replacement Shares”) in the principal market for such securities in a commercially reasonable manner; provided that if any Repayment Suspension or failure to deliver shall exist and be continuing, Lender may not exercise its right to purchase Replacement Shares unless Borrower shall fail to deliver the Loaned Shares or pay the Replacement Cash to Lender when due in accordance with Section 10(a) above. To the extent Lender shall exercise such right, Borrower’s obligation to return a like amount of Loaned Shares or to pay the Replacement Cash, as applicable, shall terminate and Borrower shall be liable to Lender for the purchase price of Replacement Shares (plus all other amounts, if any, due to Lender hereunder), all of which shall be due and payable within three Business Days of notice to Borrower by Lender of the aggregate purchase price of the Replacement Shares. The purchase price of Replacement Shares purchased under this Section 10(b) shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase.

Section 11. Transfers. (a) All transfers of Loaned Shares to Borrower hereunder shall be made by the crediting by a Clearing Organization of such financial assets to the Borrower’s “securities account” (within the meaning of Section 8-501 of the UCC) maintained with such Clearing Organization. All transfers of Loaned Shares to Lender hereunder shall be made by the crediting of such Loaned Shares to Lender’s Designated Account. In every transfer of “financial assets” (within the meaning of Section 8-102 of the UCC) hereunder, the transferor shall take all steps necessary (i) to effect a delivery of such financial assets to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement in favor of the transferee in such financial assets under Section 8-501 of the UCC, (ii) to enable the transferee to obtain “control” (within the meaning of Section 8-106 of the UCC), and (iii) to provide the transferee with comparable rights under any similar law or regulation of any other jurisdiction that is applicable to such transfer.

(b) Except as otherwise provided herein, all transfers of cash hereunder to Borrower or Lender shall be by wire transfer in immediately available, freely transferable funds.

(c) A transfer of securities or cash may be effected under this Section 11 on any day except (i) a day on which the transferee is closed for business at its

12

principal address or (ii) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer.

Section 12. Indemnities. (a) Lender hereby agrees to indemnify and hold harmless Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (including, without limitation, any losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) of the Exchange Act, including, without limitation, any forbearance from market activities or cessation of market activities and any losses in connection therewith) incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of any of its representations or warranties contained in Section 7 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement.

(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses, incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with (i) any breach by Borrower of any of its representations or warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement.

(c) In case any claim or litigation which might give rise to any obligation of a party under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible.

13

(d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any settlement of any claim or litigation under this Section 12 without the written consent of the Indemnifying Party.

Section 13. Termination of Agreement. (a) This Agreement shall terminate upon the earliest of (i) completion of the Loan Availability Period, (ii) the written agreement of Lender and Borrower to so terminate, (iii) upon the termination of the Underwriting Agreement without issuance of the Convertible Notes, and (iv) the occurrence of a Default as set forth in Section 9.

(b) Unless otherwise agreed in writing by Borrower and Lender, the provisions of Section 12 shall survive the termination of this Agreement.

Section 14. [Intentionally Omitted]

Section 15. Delivery of Shares. Notwithstanding anything to the contrary herein, Borrower may, by prior notice to Lender, satisfy its obligation to deliver any shares of Common Stock or other securities on any date due under the terms of this Agreement (an “Original Delivery Date”) by making separate deliveries of shares of Common Stock or such other securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of shares of Common Stock and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. In addition, if Borrower is unable to satisfy its obligations to deliver any shares of Common Stock or other securities on any Original Delivery Date due to illiquidity in the market for such shares or securities then, Borrower shall, upon prior written notice to Lender, deliver such shares or securities as promptly as practicable thereafter; provided that delivery of any such shares or securities shall not be delayed pursuant to this sentence by more than five Business Days.

Section 16. Notices; Role of Borrowing Agent. (a) All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when received.

(b) Credit Suisse, New York branch, in its capacity as Borrowing Agent will be responsible for (A) issuing any required confirmations and statements to Borrower and Lender, (B) maintaining any books and records relating to this Agreement in accordance with its standard practices and procedures and in

14

accordance with applicable law and (C) unless otherwise requested by Borrower, receiving, delivering, and safeguarding Borrower’s funds and any securities in connection with this Agreement, in accordance with its standard practices and procedures and in accordance with applicable law.

(i) Borrowing Agent is acting in connection with this Agreement solely in its capacity as Borrowing Agent for Lender and Borrower pursuant to instructions from Borrower and Lender. Borrowing Agent shall have no responsibility or personal liability to Lender or Borrower arising from any failure by Lender or Borrower to pay or perform any obligations hereunder, or to monitor or enforce compliance by Lender or Borrower with any obligation hereunder. Each of Lender and Borrower agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Agreement. Borrowing Agent shall otherwise have no liability in respect of this Agreement, except for its gross negligence or willful misconduct in performing its duties as Borrowing Agent.

(ii) Any and all notices, demands, or communications of any kind relating to this Agreement between Lender and Borrower shall be transmitted exclusively through Borrowing Agent at the following address:

Credit Suisse, New York branch

Eleven Madison Avenue

New York, NY 10010-3629

For payments and deliveries:

Facsimile No.: (212) 325 8175

Telephone No.: (212) 325 8678 / (212) 325 3213

For all other communications:

Facsimile No.: (212) 325 8173

Telephone No.: (212) 325 8676 / (212) 538 5306 / (212) 538 1193 / (212) 538 6886

(iii) The date and time of the Agreement evidenced hereby will be furnished by the Borrowing Agent to Lender and Borrower upon written request.

(iv) The Borrowing Agent will furnish to Lender upon written request a statement as to the source and amount of any remuneration received or to be received by the Borrowing Agent in connection with this Agreement.

15

(v) Lender and Borrower each represents and agrees (A) that this Agreement is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Agreement in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Borrowing Agent.

(vi) Borrower is regulated by The Securities and Futures Authority and has entered into this Agreement as principal. The time at which this Agreement was executed will be notified to Lender (through the Borrowing Agent) on request.

Section 17. Governing Law; Submission To Jurisdiction; Severability. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, but excluding any choice of law provisions that would require the application of the laws of a jurisdiction other than New York.

(b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.

(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) To the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

Section 18. Counterparts. This Agreement may be executed in any number of counterparts, and all such counterparts taken together shall be deemed to constitute one and the same agreement.

16

Section 19. Amendments. No amendment or modification in respect of this Agreement shall be effective unless it shall be in writing and signed by the parties hereto.

17

IN WITNESS WHEREOF, the parties hereto to have executed this Share Lending Agreement as of the date and year first above written.

STANDARD PACIFIC CORP.		CREDIT SUISSE INTERNATIONAL
as Lender		as Borrower
By:	/s/ Andrew H. Parnes	By:	/s/ Sayedur Khan
Name:	Andrew H. Parnes	Name:	Sayedur Khan
Title:	Executive Vice President – Finance and Chief Financial Officer	Title:	Authorized Signatory
		By:	/s/ Ulrike Schefe
		Name:	Ulrike Schefe
		Title:	Authorized Signatory
		CREDIT SUISSE, NEW YORK BRANCH
		as Borrowing Agent
		By:	/s/ Louis J. Impellizeri
		Name:	Louis J. Impellizeri
		Title:	Director

18

EX-12.1

Exhibit 12.1

Standard Pacific Corp.

Ratio of Earnings to Fixed Charges—Continuing Operations

(Dollars in thousands)

	Six Months Ended June 30,					Year Ended December 31,
	2007			2006		2006			2005		2004		2003		2002
Earnings:
Net income	$	(206,710	)	$	191,252	$	123,693		$	440,984	$	315,817	$	204,379	$	118,689
Add:
Cash distributions of income from unconsolidated joint ventures		10,103			51,271		75,422			61,725		67,457		63,905		18,034
Provision (benefit) for income taxes		(128,575	)		117,858		70,040			269,830		196,799		130,719		75,992
Expensing of previously capitalized interest included in cost of sales		49,461			34,374		88,933			64,580		59,382		62,607		48,208
Interest portion of rent expense		250			250		500			500		500		500		400
Less:
Income (loss) from unconsolidated joint ventures		(80,182	)		26,785		(1,880	)		61,196		45,906		57,069		24,450
Earnings:	$	(195,289	)	$	368,220	$	360,468		$	776,423	$	594,049	$	405,041	$	236,873
Fixed charges:
Homebuilding interest incurred	$	66,697		$	69,601	$	148,335		$	95,554	$	87,085	$	76,032	$	56,667
Interest portion of rent expense		250			250		500			500		500		500		400
Fixed Charges	$	66,947		$	69,851	$	148,835		$	96,054	$	87,585	$	76,532	$	57,067
Ratio of Earnings to Fixed Charges		(2.9	)		5.3		2.4			8.1		6.8		5.3		4.2