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): June 27, 2008

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)

x 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

On June 27, 2008, Standard Pacific Corp. (the “Company”) consummated the first closing (the “First Closing”) of its previously announced transaction with MP CA Homes LLC (“MatlinPatterson”), an affiliate of MatlinPatterson Global Advisers LLC, under the Investment Agreement dated May 26, 2006, which was described in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2008 (the “Prior 8-K”), pursuant to which MatlinPatterson (i) purchased 381,250 shares of Senior Preferred Stock, which, upon receipt of stockholder approval of the Proposals, will be convertible into the Company’s Common Stock and (ii) exchanged certain outstanding notes for the Warrant to purchase 272,670 shares of Senior Preferred Stock at a common stock equivalent exercise price of $4.10 per share, which, upon receipt of stockholder approval of the Proposals, are convertible into Common Stock and exercisable for the Company’s junior convertible preferred stock (the “Series B Preferred Stock”). The description of the Warrant is qualified in its entirety by reference to the copy of the Warrant, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. All capitalized terms used in this paragraph and not otherwise defined shall have the meanings ascribed to them in the Prior 8-K.

Amendment to the Investment Agreement

In connection with the First Closing, on June 27, 2008, the Company and MatlinPatterson entered into an amendment to the Investment Agreement, which among other matters, (i) eliminated the proposed payment to MatlinPatterson of 6,100 shares of Senior Preferred Stock as a commitment fee in connection with the Rights Offering (although MatlinPatterson remains obligated to purchase shares not purchased by the Company’s stockholders in the Rights Offering), (ii) provided for the payment of an advisory fee of $6.1 million to MatlinPatterson Global Advisers LLC at the First Closing and (iii) updated certain exhibits to the Investment Agreement. This description of the amendment to the Investment Agreement is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Investment Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Additional information regarding the Investment Agreement and the transactions contemplated therein can be found in the Prior 8-K.

Stockholders Agreement

On June 27, 2008, pursuant to the Investment Agreement, the Company and MatlinPatterson entered into a stockholders agreement (the “Stockholders Agreement”). The Stockholders Agreement provides as follows:

Board Representation. MatlinPatterson has the ability to designate up to three directors to be appointed to the Company’s board of directors. Upon receipt of stockholder approval of the Proposals, for so long as MatlinPatterson owns at least 10% of the total voting power of the Company, it will be entitled to designate such number of directors to serve on the Company’s board of directors as would be proportionate to the total voting power beneficially owned by MatlinPatterson and its affiliates, provided that the number of directors appointed by MatlinPatterson shall never exceed one person less than a majority of the directors then serving on the Company’s board. To the extent MatlinPatterson and its affiliates decrease their holdings of voting stock of the Company, the Company has the right to request the resignation of directors designated by MatlinPatterson to maintain such appointments in proportion to MatlinPatterson’s holdings of voting stock.

Corporate Opportunities. As long as MatlinPatterson, its director designees and their affiliates comply with the confidentiality obligations in the Stockholders Agreement, the Company has agreed to renounce certain corporate and investment opportunities that may come to the attention of MatlinPatterson, its director designees and their affiliates. Such provisions do not apply to opportunities that come to the attention of such persons or entities as a result of their position with the Company or that of their affiliates with the Company.

Pre-Approval. Certain proposed transactions with MatlinPatterson will be required to be pre-approved by a majority of the non-management independent directors of the Company’s board.

Amendments to Certain Documents. The Company has agreed not to amend its certificate of incorporation or bylaws in any manner inconsistent with the Stockholders Agreement or to make certain amendments to the Company’s stockholder rights plan.

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Standstill and Transfer Restrictions. MatlinPatterson has agreed to certain standstill provisions and restrictions on its and its affiliates’ ability to transfer the securities acquired in the Transaction, including a prohibition providing that prior to the earlier of the second anniversary of the closing of the Rights Offering and March 15, 2011, no transfers may be made except for certain transfers to permitted affiliates that agree to be bound by the Stockholders Agreement. After the expiration of such period, transfers may be made in certain limited instances.

Registration Rights. MatlinPatterson is entitled to customary demand and piggyback registration rights.

This description of the Stockholders Agreement is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

Rights Agreement Amendment

On June 27, 2008, the Company amended its amended and restated rights agreement, dated as of July 24, 2003, between the Company and Mellon Investor Services LLC (“Mellon”), as Rights Agent (the “Rights Agreement”). The amendment to the Rights Agreement (the “Rights Agreement Amendment”), which was a condition to the First Closing, revised the definition of “Exempt Person” to include MatlinPatterson and its affiliates. The Rights Agreement Amendment also provides that MatlinPatterson and its affiliates will immediately cease to be an “Exempt Person” if: (i) the Investment Agreement is terminated, or (ii) a majority of the members of the Company’s board of directors who were not designated by MatlinPatterson pursuant to the Stockholders Agreement, whether or not such members constitute a quorum of the board, determine, in good faith, that (A) MatlinPatterson or its affiliates are in material breach of the Stockholders Agreement, or that the Stockholders Agreement is no longer in full force and effect, and (B) that MatlinPatterson and its affiliates shall be deemed no longer to be an “Exempt Person” under the Rights Agreement.

This description of the Rights Agreement Amendment is qualified in its entirety by reference to the full text of the Rights Agreement Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Credit Agreement Amendment

Under the Investment Agreement, a condition to consummating the First Closing was the amendment of the Company’s bank credit facilities (the “Credit Facilities”). On June 27, 2008, the Company and the lenders under the Credit Facilities entered into a Fifth Amendment to Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement, dated June 27, 2008 (the “Credit Agreement Amendment”) pursuant to which, among other things, the Company (i) reduced the total commitment under the revolver portion of the Credit Facilities from $500 million to $395 million, (ii) paid down the revolver balance from $90 million to $55 million and the term loan A balance from $100 million to $65 million, (iii) reduced the letter of credit commitment under the revolver from $450 million to $100 million, (iv) agreed to make quarterly principal amortization payments under term loan A, and corresponding permanent commitment reductions under the revolver, of $2.5 million (subject to increase to $5.0 million upon any future entry by the Company or its Subsidiaries into certain types of credit facilities), and (v) agreed to secure certain future revolver borrowings and letters of credit with certain specified types of collateral (including model homes and other real property assets to be determined) based on specified loan-to-value ratios.

In addition, the financial covenants contained in the Credit Facilities were modified to eliminate covenants relating to consolidated tangible net worth, leverage, unsold land and minimum interest coverage and the borrowing base covenant and limitations on joint venture investments were eliminated. The amended Credit Facilities contain a new liquidity test requiring the Company to maintain either a minimum ratio of cash flow from operations to consolidated home building interest incurred or a minimum interest reserve and also prohibit, subject to various exceptions, the repurchase of capital stock, payment of dividends and the incurrence and early repayment of debt.

The financial covenants, including elimination of the borrowing base, and certain other provisions of the Company’s $225 million term loan B were automatically amended to match those of the revolver and term loan A as of the effective time of the Credit Agreement Amendment.

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Also under the Credit Agreement Amendment, certain waivers previously granted under the Credit Facilities were permanently extended.

This description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is attached hereto as Exhibit 10.4 and incorporated herein by reference. A Notice of Revolver and Term A Amendment, dated June 30, 2008, is attached hereto as Exhibit 10.5 and incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information provided under Item 1.01 is incorporated herein by reference. In issuing the 381,250 shares of Senior Preferred Stock and Warrant to MatlinPatterson, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The issuance was exempt from registration because it was a private sale made without general solicitation or advertising exclusively to one “accredited investor” as defined in Rule 501 of Regulation D. Each certificate issued for the unregistered securities contains a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities. MatlinPatterson has represented to the Company that it has such knowledge and experience in financial and business matters and in investments of the type contemplated by the Investment Agreement that allows it to evaluate the merits and risks of the purchase.

ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

The information provided under Item 1.01 is incorporated herein by reference. The Senior Preferred Stock is the highest ranking equity security of the Company and has a liquidation preference over the Common Stock and other junior stock equal to the greater of: (i) the purchase price per share plus any accrued dividends, or (ii) participating with Common Stock on an as-converted basis. The Senior Preferred Stock will vote on an as-converted basis with the Common Stock, subject to a cap on voting power equal to 19.99% of the outstanding voting power of the Company on the date of the First Closing, and will have customary protective provisions. If stockholder approval of the Proposals is not obtained on or prior to September 15, 2008, then dividends on the Senior Preferred Stock will equal 17% of the liquidation preference (accreting to the liquidation preference) for the first six months and increase by .5% every six months until the Proposals are approved by the Company’s stockholders, with such annualized accretion to be capped at 20%.

Upon approval of the Proposals, the Senior Preferred Stock will automatically convert into the Series B Preferred Stock, initially at a one-for-one conversion. The number of shares of Common Stock into which the Series B Preferred Stock is convertible is determined by dividing $1,000 by the applicable conversion price ($3.05 on the date of the First Closing, subject to customary anti-dilution adjustments), plus cash in lieu of fractional shares. The Series B Preferred Stock will rank pari passu with the Common Stock and the Series A preferred stock and junior to all other equity securities of the Company. The Series B Preferred Stock will have no liquidation preference over the Common Stock. The Series B Preferred Stock will be convertible at the holder’s option into shares of Common Stock subject to the holder and its affiliates post-conversion not beneficially owning total voting power of the Company’s voting stock in excess of 49%, and mandatorily converts into Common Stock upon the sale, transfer or other disposition of Series B Preferred Stock by MatlinPatterson or its affiliates. The Series B Preferred Stock will vote together with the Common Stock on all matters upon which holders of the Common Stock are entitled to vote. Each share of Series B Preferred Stock will be entitled to such number of votes as the number of shares of Common Stock into which the Series B Preferred Stock is convertible, provided that the votes attributable to such shares with respect to any holder of Series B Preferred Stock cannot exceed more than 49% of the total voting power of the voting stock of the Company. Shares of Series B Preferred Stock will be entitled to receive only those dividends declared and paid on the Common Stock.

The terms of the Senior Preferred Stock and Series B Preferred Stock are more fully described in the Certificate of Designations of Senior Convertible Preferred Stock of Standard Pacific Corp. (the “Senior Preferred Certificate of Designations”) and the Certificate of Designations of Series B Junior Participating Convertible Preferred Stock of Standard Pacific Corp. (the “Series B Preferred Certificate of Designations”) establishing the

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rights, preferences, privileges, qualifications, restrictions and limitations relating to the Senior Preferred Stock and Series B Preferred Stock.

The description of the Senior Preferred Certificate of Designations is qualified in its entirety by reference to the full text of the Senior Preferred Certificate of Designations, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. The description of the Series B Preferred Certificate of Designations is qualified in its entirety by reference to the full text of the Series B Preferred Certificate of Designations, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The information provided under Item 3.03 is incorporated herein by reference. On June 27, 2008, the Company filed the Senior Preferred Certificate of Designations and Series B Preferred Certificate of Designations with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Senior Preferred Stock and Series B Preferred Stock. The Senior Preferred Certificate of Designations and Series B Preferred Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing.

The description of the Senior Preferred Certificate of Designations is qualified in its entirety by reference to the full text of the Senior Preferred Certificate of Designations, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. The description of the Series B Preferred Certificate of Designations is qualified in its entirety by reference to the full text of the Series B Preferred Certificate of Designations, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

ITEM 8.01 OTHER EVENTS

On June 30, 2008, the Company issued a press release regarding the First Closing. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

IMPORTANT INFORMATION

Standard Pacific intends to file a proxy statement with the SEC in connection with the Proposals. Stockholders should read the proxy statement and other relevant documents when they become available because they will contain important information about the Proposals. The proxy statement, any amendments or supplements to the proxy statement, and other relevant documents filed by the Company with the SEC will be available for free at www.sec.gov and at the Company’s website, www.standardpacifichomes.com, or by writing to: Standard Pacific Corp., 15326 Alton Parkway, Irvine, CA 92618 (Attn: Corporate Secretary). The Company and its executive officers and directors may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Proposals. Information regarding the Company’s directors and executive officers appears in the Company’s definitive proxy statement for its 2008 annual meeting, which was filed with the SEC on April 2, 2008. Additional information regarding their interests, equity and otherwise, will be included in the proxy statement to be filed in connection with the Proposals.

This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
3.1	Certificate of Designations of Senior Convertible Preferred Stock of Standard Pacific Corp.
3.2	Certificate of Designations of Series B Junior Participating Convertible Preferred Stock of Standard Pacific Corp.

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4.1	Amendment No. 1 to Amended and Restated Rights Agreement, dated June 27, 2008, by and between Standard Pacific Corp. and Mellon Investor Services LLC.
10.1	Warrant to Purchase Shares of Senior Convertible Preferred Stock or Series B Junior Participating Convertible Preferred Stock dated as of June 27, 2008.
10.2	Amendment No. 1 to Investment Agreement, dated June 27, 2008, by and between Standard Pacific Corp. and MP CA Homes LLC.
10.3	Stockholders Agreement, by and between Standard Pacific Corp. and MP CA Homes LLC, dated June 27, 2008.
10.4	Fifth Amendment to Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement, dated June 27, 2008, by and among Standard Pacific Corp., Bank of America, N.A. and each Revolver Lender and Term A Lender.
10.5	Notice of Revolver and Term A Amendment, dated June 30, 2008.
99.1	Press Release dated June 30, 2008.

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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: July 1, 2008	STANDARD PACIFIC CORP.
	By:	/S/ ANDREW H. PARNES
		Andrew H. Parnes
		Executive Vice President—Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Certificate of Designations of Senior Convertible Preferred Stock of Standard Pacific Corp.
3.2	Certificate of Designations of Series B Junior Participating Convertible Preferred Stock of Standard Pacific Corp.
4.1	Amendment No. 1 to Amended and Restated Rights Agreement, dated June 27, 2008, by and between Standard Pacific Corp. and Mellon Investor Services LLC.
10.1	Warrant to Purchase Shares of Senior Convertible Preferred Stock or Series B Junior Participating Convertible Preferred Stock dated as of June 27, 2008.
10.2	Amendment No. 1 to Investment Agreement, dated June 27, 2008, by and between Standard Pacific Corp. and MP CA Homes LLC.
10.3	Stockholders Agreement, by and between Standard Pacific Corp. and MP CA Homes LLC, dated June 27, 2008.
10.4	Fifth Amendment to Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement, dated June 27, 2008, by and among Standard Pacific Corp., Bank of America, N.A. and each Revolver Lender and Term A Lender.
10.5	Notice of Revolver and Term A Amendment, dated June 30, 2008.
99.1	Press Release dated June 30, 2008.

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS

OF

SENIOR CONVERTIBLE PREFERRED STOCK

OF STANDARD PACIFIC CORP.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Standard Pacific Corp., a Delaware corporation (the “Corporation”), certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended, the Board of Directors, on June 26, 2008, adopted the following resolution creating a series of its Preferred Stock, par value $.01 per share:

RESOLVED, that (1) pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, the Board of Directors hereby designates 1,500,000 shares of the preferred stock, par value $.01 per share, of the Corporation as “Senior Convertible Preferred Stock” (the “Senior Preferred Stock”), and the powers, designations, preferences and relative, participating, optional and other rights of the Senior Preferred Stock and the qualifications, limitations and restrictions thereof, be, and they hereby are, as set forth below (the “Certificate of Designations”), and (2) in connection therewith, the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed on behalf of the Corporation and in its name to execute and to file the Certificate of Designations with the Delaware Secretary of State:

Section 1. Designation and Amount. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as “Senior Convertible Preferred Stock”. The number of shares constituting such series shall be 1,500,000. The Senior Preferred Stock shall have par value $.01 per share and the liquidation preference of the Senior Preferred Stock shall initially be $1,000 per share.

Section 2. Ranking. The Senior Preferred Stock will, with respect to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation, rank (i) on a parity with each other class or series of preferred stock established after the Effective Date by the Corporation, the terms of which expressly provide that such class or series will rank on a parity with the Senior Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively referred to as “Parity Securities”) and (ii) senior to the Corporation’s common stock (the “Common Stock”), Series A Junior Participating Cumulative Preferred Stock, Series B Junior Participating Convertible Preferred Stock (the “Series B Preferred Stock”) and each other class or series of capital stock outstanding or established after the Effective Date by the Corporation the terms of which do not expressly provide that it ranks on a parity with or senior to the Senior Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively referred to as “Junior Securities”). The Corporation has the right to authorize and/or issue additional shares or classes or series of Junior Securities without the consent of the Holders.

Section 3. Definitions. Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. As used in this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of

the power to direct or cause the direction of the management policies of a Person, whether through the ownership of securities, partnership interests or by contract or otherwise. Notwithstanding the foregoing, solely for purposes of this Certificate of Designations, the directors and officers of the Corporation or any of its Subsidiaries shall not, solely as a result of holding such office, be deemed Affiliates of the Investor. With respect to the Investor, the term “Affiliate” shall also include its general partner or investment manager or similar Person, and any other entity with the same general partner or investment manager or similar Persons. For the avoidance of doubt, no Person shall be deemed the Affiliate of any other Person merely by virtue of holding an ownership interest of 10% or more in such Person, or pursuant to any other presumption regarding “affiliate” status.

(b) “Aggregate Share Cap” has the meaning set forth in Section 14(f).

(c) “Applicable Conversion Price” means the Conversion Price in effect at any given time.

(d) “As-Converted Basis” means with respect to (i) any share of Senior Preferred Stock, such number of shares of Common Stock that such share of Senior Preferred Stock would be then convertible into assuming that the Mandatory Conversion Date had occurred and that shares of Series B Preferred Stock received in exchange for such share of Senior Preferred Stock are contemporaneously converted into shares of Common Stock, and (ii) any share of Series B Preferred Stock, such number of shares of Common Stock that such share of Series B Preferred Stock would be then convertible.

(e) “Beneficial Owner” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this Certificate of Designations, such Person or Group shall be deemed to have “beneficial ownership” of all shares that any such Person or Group has the right to acquire, whether such right is exercisable immediately or only after the passage of time.

(f) “Board of Directors” has the meaning set forth in the preamble hereto.

(g) “Business Day” means any day other than a Saturday, Sunday or any other day on which banks in New York City, New York are generally required or authorized by law to be closed.

(h) “Certificate of Designations” has the meaning set forth in the preamble hereto.

(i) “Certificate of Incorporation” has the meaning set forth in the preamble hereto.

(j) “Closing Price” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by a nationally recognized independent investment banking firm retained by the Corporation for this purpose.

For purposes of this Certificate of Designations, all references herein to the “Closing Price” and “last reported sale price” of the Common Stock on the New York Stock Exchange shall be such closing sale price and last reported sale price as reflected on the website of the New York Stock Exchange (http://www.nyse.com) and as reported by Bloomberg Professional Service; provided that in the event that there is a discrepancy between the closing sale price or last reported sale price as reflected on the website of the New York Stock Exchange and as reported by Bloomberg Professional Service, the closing sale price and last reported sale price on the website of

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the New York Stock Exchange shall govern. If the date of determination is not a Trading Day, then such determination shall be made as of the last Trading Day prior to such date.

(k) “Common Stock” has the meaning set forth in Section 2.

(l) “Conversion Price” means for each share of Senior Preferred Stock, $1,000.00 per share, provided, that such price shall be subject to adjustment as set forth herein.

(m) “Corporation” has the meaning set forth in the preamble hereto.

(n) “Current Market Price” means, on any date, the average of the daily Closing Price per share of the Common Stock on each of the five (5) consecutive Trading Days preceding the earlier of the day before the date in question and the day before the Ex-Date with respect to the issuance or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 10.

(o) “Effective Date” means the date on which shares of the Senior Preferred Stock are first issued.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

(q) “Exchange Property” has the meaning set forth in Section 11(a).

(r) “Ex-Date,” when used with respect to any issuance or distribution, means the first date on which the Common Stock or other securities trade without the right to receive the issuance or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 10, provided that if the issuance or distribution giving rise to an adjustment to the Conversion Price does not result from such an issuance or distribution on the Common Stock, then the Ex-Date shall be the effective date of the issuance or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 10.

(s) “Fundamental Change” means one of the following:

(i) a “person” or “group” (other than any “person” or “group” that includes the Investor or any of its Affiliates) within the meaning of Section 13d of the Exchange Act 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 of common equity of the Corporation representing more than fifty percent (50%) of the voting power of the outstanding Voting Stock; or

(ii) the occurrence, prior to the Mandatory Conversion Date, of the consummation of any consolidation or merger of the Corporation or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, with, into or to any Person other than one or more of the Corporation’s subsidiaries or the Investor or any of its Affiliates, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the continuing or surviving Person immediately after the transaction.

(t) “Holder” means, as of any date, the Person in whose name the shares of the Senior Preferred Stock are registered as of such date, which may be treated by the Corporation as the absolute owner of the shares of Senior Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

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(u) “Investor” means MP CA Homes LLC and its permitted successors.

(v) “Junior Securities” has the meaning set forth in Section 2.

(w) “Liquidation Preference” means, as to the Senior Preferred Stock, $1,000 per share, plus any accrued dividends, whether or not declared.

(x) “Liquidation Transaction” has the meaning set forth in Section 5(a).

(y) “Mandatory Conversion Date” means, with respect to the shares of Senior Preferred Stock of any Holder, the day on which the Corporation has received all Stockholder Approvals necessary to permit such Holder to convert such shares of Senior Preferred Stock into authorized shares of Series B Preferred Stock without such conversion resulting in a Violation (and permitting shares of Common Stock to be issued upon conversion of the Series B Preferred Stock).

(z) “Notice of Mandatory Conversion” has the meaning set forth in Section 9(a).

(aa) “Parity Securities” has the meaning set forth in Section 2.

(bb) “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

(cc) “Record Date” has the meaning set forth in Section 4(e).

(dd) “Reorganization Event” has the meaning set forth in Section 11(a).

(ee) “Section 4(c) Dividend Payment Date” has the meaning set forth in Section 4(c).

(ff) “Section 4(c) Dividend Period” has the meaning set forth in Section 4(d).

(gg) “Senior Preferred Stock” has the meaning set forth in the preamble hereto.

(hh) “Series B Preferred Stock” has the meaning set forth in Section 2.

(ii) “Special Dividend” has the meaning set forth in Section 4(c).

(jj) “Special Dividend Rate” means (i) from and after September 15, 2008 to but not including March 15, 2009, 17%, (ii) from and after March 15, 2009 to but not including September 15, 2009, 17.5%, (iii) from and after September 15, 2009 to but including March 15, 2010, 18%, (iv) from and after March 15, 2010 to but not including September 15, 2010, 18.5%, (iv) from and after September 15, 2010 to but not including March 15, 2011, 19%, (v) from and after March 15, 2011 to but not including September 15, 2011, 19.5%, (vi) from and after September 15, 2011, 20%.

(kk) “Stockholder Approvals” means all approvals of the stockholders of the Corporation necessary to (i) approve the conversion of the Senior Preferred Stock into the Series B Preferred Stock and the Series B Preferred Stock into Common Stock for purposes of Section 312.03 of the NYSE Listed Company Manual, and (B) amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Series B Preferred Stock (including without limitation shares of Series B Preferred Stock issued in exchange for and following the conversion of shares of Senior Preferred Stock) into Common Stock.

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(ll) “Trading Day” means a day on which the shares of Common Stock:

(i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and

(ii) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

(mm) “Violation” means a violation of the stockholder approval requirements of Section 312.03 of the NYSE Listed Company Manual.

(nn) “Voting Stock” means securities of any class of Capital Stock of the Corporation 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.

Section 4. Dividends.

(a) From and after the Effective Date, Holders shall be entitled to receive, out of the funds legally available therefor, (i) non-cumulative cash dividends in the amount determined as set forth in Section 4(b) and (ii) cumulative dividends as set forth in Section 4(c), and no more.

(b) If the Board of Directors declares and pays a cash dividend in respect of any shares of Common Stock, then the Board of Directors shall declare and pay to the Holders of the Senior Preferred Stock a cash dividend in an amount per share of Senior Preferred Stock equal to the product of (i) the per share dividend declared and paid in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Senior Preferred Stock would then be ultimately convertible if Stockholder Approvals had been obtained.

(c) Unless the Mandatory Conversion Date shall have occurred on or before September 15, 2008, until the Mandatory Conversion Date, in addition to the dividends provided for in Section 4(b), dividends shall commence accruing from September 15, 2008 and continue to accrue, whether or not declared, and be payable quarterly in arrears on December 15, March 15, June 15 and September 15 of each year (each, a “Section 4(c) Dividend Payment Date”) or, if any such day is not a Business Day, the next Business Day; provided that the first date that such dividends shall be declared by the Board shall be September 15, 2009 or the next succeeding Business Day. Dividends payable pursuant to this Section 4(c) will accrue, whether or not declared, and will, for each outstanding share of Senior Preferred Stock, accrete at an annual rate on the Liquidation Preference equal to the Special Dividend Rate (such dividend, the “Special Dividend”). Special Dividends will be computed on the basis of a 360-day year of twelve 30-day months and, for any Section 4(c) Dividend Period greater or less than a full Section 4(c) Dividend Period, will be computed on the basis of the actual number of days elapsed in the period divided by 360. Special Dividends accrued and payable during any Section 4(c) Dividend Period will be added to the Liquidation Preference on the earliest of (i) such Section 4(c) Dividend Payment Date, (ii) for any partial period prior to a Section 4(c) Dividend Payment Date, the date of a liquidation, dissolution or winding up of the Corporation, or (iii) for any partial period prior to a Section 4(c) Dividend Payment Date, the Mandatory Conversion Date. Each period from and including a Section 4(c) Dividend Payment Date to but excluding the following Section 4(c) Dividend Payment Date is herein referred to as a “Section 4(c) Dividend Period.” For the avoidance of doubt, the declaration and payment of Special Dividends shall solely result in accretion of the accrued dividends to the Liquidation Preference and shall not require the Corporation to make any payments in any form solely as a result of such declaration and payment.

(d) Dividends payable pursuant to Section 4(b) shall be payable on the same date that dividends are payable to holders of shares of Common Stock, and no dividends shall be payable to holders of shares of Junior Securities unless the full dividends contemplated by Section 4(b) are paid at the same time in respect of the Senior Preferred Stock.

(e) Each dividend will be payable to Holders of record as they appear in the records of the Corporation at the close of business on the record date (each, a “Record Date”), which (i) with respect to dividends payable

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pursuant to Section 4(b), shall be the same day as the record date for the payment of the corresponding dividends to the holders of shares of Common Stock and (ii) with respect to dividends payable pursuant to Section 4(c), shall be on the first day of the month in which the relevant Section 4(c) Dividend Payment Date occurs or, if such date is not a Business Day, the first Business Day of such month.

(f) Dividends payable pursuant to Section 4(b) on the Senior Preferred Stock are non-cumulative. If the Board of Directors does not declare a dividend on the Common Stock, the Holders of such Senior Preferred Stock will have no right to receive any dividend for such dividend period, and the Corporation will have no obligation to pay a dividend for such dividend period, whether or not dividends are declared and paid for any future dividend period with respect to the Senior Preferred Stock or the Series B Preferred Stock or any other class or series of the Corporation’s preferred stock or the Common Stock.

(g) If the Mandatory Conversion Date with respect to any share of Senior Preferred Stock is after the Record Date for any declared dividend and prior to the payment date for that dividend, the Holder thereof shall receive that dividend on the relevant payment date if such Holder was the Holder of record on the Record Date for that dividend.

Section 5. Liquidation.

(a) In the event the Corporation voluntarily or involuntarily liquidates, dissolves or winds up (a “Liquidation Transaction”), each Holder at the time shall be entitled to receive for each share of Senior Preferred Stock held by such Holder liquidating distributions in the amount of the greater of (i) the then-current Liquidation Preference per share of Senior Preferred Stock, plus an amount equal to any accrued dividends, whether or not declared, thereon to and including the date of such liquidation, dissolution or winding up to the extent not added to the Liquidation Preference pursuant to Section 4(c), provided, that, if a liquidation, dissolution, or winding up occurs prior to the December 15, 2008, the accrued Special Dividend, whether or not declared, shall be deemed to be the full amount that would have accrued between September 15, 2008 and December 15, 2008, and (ii) the amount that would be payable if the share of Senior Preferred Stock had been converted, immediately prior to such liquidating distributions, into the number of shares of Series B Preferred Stock equal to the Liquidation Preference divided by the Applicable Conversion Price and the shares of Series B Preferred Stock had been converted, immediately prior to such liquidating distributions, into the number of shares of Common Stock in accordance with the terms thereof; in each case out of assets legally available for distribution to the Corporation’s stockholders, before any distribution of assets is made to the holders of the Series B Preferred Stock or any other Junior Securities. After payment of the full amount of such liquidating distributions, Holders of the Senior Preferred Stock shall not be entitled to participate in any further distribution of the remaining assets of the Corporation.

(b) In the event the assets of the Corporation available for distribution to stockholders upon any Liquidation Transaction, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of the Senior Preferred Stock and the corresponding amounts payable on any Parity Securities, Holders and the holders of such Parity Securities shall share ratably in any distribution of assets of the Corporation in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.

(c) The Corporation’s consolidation or merger with or into any other entity, the consolidation or merger of any other entity with or into the Corporation, or the sale of all or substantially all of the Corporation’s property or business will not constitute its liquidation, dissolution or winding up; provided, that, a Fundamental Change shall be deemed a Liquidation Transaction unless waived by the vote or consent of the Holders of a majority of the shares of Senior Preferred Stock at the time outstanding voting as a single class.

Section 6. Maturity. The Senior Preferred Stock shall be perpetual unless converted in accordance with this Certificate of Designations.

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Section 7. Redemptions. The Senior Preferred Stock shall not be redeemable either at the Corporation’s option or at the option of Holders at any time.

Section 8. Mandatory Conversion. Effective as of the close of business on the Mandatory Conversion Date with respect to any share of Senior Preferred Stock, such share of Senior Preferred Stock shall automatically convert into shares of Series B Preferred Stock as set forth below. The number of shares of Series B Preferred Stock into which a share of Senior Preferred Stock shall be convertible shall be determined by dividing the then-current Liquidation Preference by the Applicable Conversion Price (subject to the conversion procedures of Section 9) plus cash in lieu of fractional shares in accordance with Section 13.

Section 9. Conversion Procedures.

(a) Upon occurrence of the Mandatory Conversion Date with respect to shares of any Holder, the Corporation shall provide notice of such conversion to such Holder (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to such Holder shall state, as appropriate:

(i) the Mandatory Conversion Date applicable to such Holder;

(ii) the number of shares of Series B Preferred Stock to be issued upon conversion of each share of Senior Preferred Stock held of record by such Holder and subject to such mandatory conversion; and

(iii) the place or places where certificates for shares of Senior Preferred Stock held of record by such Holder are to be surrendered for issuance of certificates representing shares of Series B Preferred Stock.

(b) In the event that such Holder fails to surrender the required number of shares pursuant to this Section 9 within 30 days after the Mandatory Conversion Date, the Corporation shall, by written notice to such Holder, indicate which shares have been converted pursuant to Section 8. Effective immediately prior to the close of business on the Mandatory Conversion Date with respect any share of Senior Preferred Stock, dividends shall no longer be declared or accrue on any such converted share of Senior Preferred Stock and such share of Senior Preferred Stock shall cease to be outstanding, in each case, subject to the right of the Holder to receive any declared or accrued and unpaid dividends on such share to the extent provided in Section 4(g) and any other payments to which such Holder is otherwise entitled pursuant to Section 8, Section 11 or Section 13 hereof, as applicable.

(c) No allowance or adjustment, except pursuant to Section 10, shall be made in respect of dividends payable to holders of the Series B Preferred Stock of record as of any date prior to the close of business on the Mandatory Conversion Date with respect to any share of Senior Preferred Stock. Prior to the close of business on the Mandatory Conversion Date with respect to any share of Senior Preferred Stock, shares of Series B Preferred Stock issuable upon conversion thereof, or other securities issuable upon conversion of such share of Senior Preferred Stock, shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to the Series B Preferred Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Series B Preferred Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Series B Preferred Stock or other securities issuable upon conversion) by virtue of holding such share of Senior Preferred Stock.

(d) Shares of Senior Preferred Stock converted in accordance with this Certificate of Designations, or otherwise reacquired by the Corporation, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Corporation may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Senior Preferred Stock.

(e) The Person or Persons entitled to receive the Series B Preferred Stock and/or cash, securities or other property issuable upon conversion of Senior Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Series B Preferred Stock and/or securities as of the close of business on the

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Mandatory Conversion Date with respect thereto. In the event that a Holder shall not by written notice designate the name in which shares of Series B Preferred Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Senior Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or pursuant to applicable law.

(f) On the Mandatory Conversion Date with respect to any share of Senior Preferred Stock, certificates representing shares of Series B Preferred Stock shall be issued and delivered to the Holder thereof or such Holder’s designee upon presentation and surrender of the certificate evidencing the Senior Preferred Stock to the Corporation and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes.

Section 10. Anti-Dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments.

(i) Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Series B Preferred Stock in shares of Series B Preferred Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction:

OS₀

OS¹

OS₀ = the number of shares of Series B Preferred Stock outstanding immediately prior to Ex-Date for such dividend or distribution.

OS¹ = the sum of the number of shares of Series B Preferred Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Series B Preferred Stock constituting such dividend or distribution.

For the purposes of this clause (i), the number of shares of Series B Preferred Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

(ii) Subdivisions, Splits and Combination of the Series B Preferred Stock. If the Corporation subdivides, splits or combines the shares of Series B Preferred Stock, then the Conversion Price in effect immediately prior to the effective date of such share subdivision, split or combination will be multiplied by the following fraction:

OS₀

OS¹

OS₀ = the number of shares of Series B Preferred Stock outstanding immediately prior to the effective date of such share subdivision, split or combination.

OS¹ = the number of shares of Series B Preferred Stock outstanding immediately after the close of business on the effective date of such share subdivision, split or combination.

For the purposes of this clause (ii), the number of shares of Series B Preferred Stock at the time outstanding shall not include shares acquired by the Corporation. If any subdivision, split or combination described in this clause (ii) is announced but the outstanding shares of Series B Preferred Stock are not subdivided, split or combined, the

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Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding shares of Series B Preferred Stock, to such Conversion Price that would be in effect if such subdivision, split or combination had not been announced.

(iii) Issuance of Stock Purchase Rights. If the Corporation issues to all holders of the shares of Series B Preferred Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 60 days from the date of issuance of such rights or warrants, to subscribe for or purchase shares of Series B Preferred Stock at less than the Current Market Price (on an As-Converted Basis) on the date fixed for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction:

OS₀+ Y

OS₀ + X

OS₀ = the number of shares of Series B Preferred Stock outstanding immediately prior to the Ex-Date for such distribution.

X = the total number of shares of Series B Preferred Stock issuable pursuant to such rights or warrants.

Y = the number of shares of Series B Preferred Stock equal to the aggregate price payable to exercise such rights or warrants divided by the aggregate Current Market Price of shares of Common Stock issuable upon conversion of one share of Series B Preferred Stock.

For the purposes of this clause (iii), the number of shares of Series B Preferred Stock at the time outstanding shall not include shares acquired by the Corporation. The Corporation shall not issue any such rights or warrants in respect of shares of the Series B Preferred Stock acquired by the Corporation. In the event that such rights or warrants described in this clause (iii) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Series B Preferred Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Series B Preferred Stock actually delivered. In determining the aggregate offering price payable for such shares of Series B Preferred Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

(iv) Debt or Asset Distributions. If the Corporation distributes to all holders of shares of Series B Preferred Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in clause (i) above, (b) any rights or warrants referred to in clause (iii) above, (c) any dividend or distribution paid exclusively in cash, (d) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and (e) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary of the Corporation or other business unit in the case of certain spin-off transactions as described below), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction:

SP₀ – FMV

SP₀

SP₀ = the aggregate Current Market Price of the Common Stock issuable upon conversion of one share of Series B Preferred Stock.

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FMV = the fair market value of the portion of the distribution applicable to one share of Series B Preferred Stock on such date as determined by the Board of Directors.

In a “spin-off,” where the Corporation makes a distribution to all holders of shares of Series B Preferred Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary of the Corporation or other business unit, the Conversion Price will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such fifteenth Trading Day by the following fraction:

MP₀

MP₀ + MP_s

MP₀ = the average of the Closing Prices of the Common Stock over the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution aggregated for all shares of Common Stock issuable upon conversion of one share of Series B Preferred Stock.

MP_s = the average of the Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Series B Preferred Stock over the first ten Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Series B Preferred Stock on such date as determined by the Board of Directors.

In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

(v) Cash Distributions. If the Corporation makes a distribution consisting exclusively of cash to all holders of the Series B Preferred Stock, excluding (a) any cash dividend on the Common Stock to the extent a corresponding cash dividend is paid on the Senior Preferred Stock pursuant to Section 4(b), (b) any cash that is distributed in a Reorganization Event or as part of a “spin-off” referred to in clause (iv) above, (c) any dividend or distribution in connection with a Liquidation Transaction, and (d) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, then in each event, the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction:

SP₀ – DIV

SP₀

SP₀ = the aggregate Closing Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date for all shares that are issuable upon conversion of one share of Series B Preferred Stock.

DIV = the amount per share of Series B Preferred Stock of the dividend or distribution.

In the event that any distribution described in this clause (v) is not so made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to the Conversion Price which would then be in effect if such distribution had not been declared.

(vi) Self Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer for the Series B Preferred Stock where the cash and the value of any

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other consideration included in the payment per share of the Series B Preferred Stock exceeds the aggregate Closing Price for the shares of the Common Stock issuable upon conversion of one share of Series B Preferred Stock, with such Closing Price being that on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price in effect at the close of business on such immediately succeeding Trading Day will be multiplied by the following fraction:

OS₀ x SP₀

AC + (SP₀ x OS¹)

SP₀ = the aggregate Closing Price for the shares of Common Stock issuable upon conversion of one share of Series B Preferred Stock, with such Closing Price being that on the Trading Day immediately succeeding the expiration of the tender or exchange offer.

OS₀ = the number of shares of Series B Preferred Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

OS¹= the number of shares of Series B Preferred Stock outstanding immediately after the expiration of the tender or exchange offer and after taking into account the shares purchased pursuant thereto.

AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined by the Board of Directors.

In the event that the Corporation, or one of its subsidiaries, is obligated to purchase shares of Series B Preferred Stock pursuant to any such tender offer or exchange offer, but the Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made with respect to such shares.

(vii) Rights Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Stock on the Mandatory Conversion Date, upon conversion of any shares of the Senior Preferred Stock, Holders will receive, in addition to the shares of Series B Preferred Stock, the rights under the rights plan, unless, prior to the Mandatory Conversion Date, the rights have separated from the shares of Common Stock, in which case the Conversion Price will be adjusted at the time of separation as if the Corporation had made a distribution to all holders of the Series B Preferred Stock as described in clause (iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b) The Corporation may, with the consent of Holders of a majority of the Senior Preferred Stock, make such decreases in the Conversion Price, in addition to any other decreases required by this Section 10, if the Board of Directors deems it advisable to avoid or diminish any income tax to holders of the Series B Preferred Stock resulting from any dividend or distribution of shares of Series B Preferred Stock (or issuance of rights or warrants to acquire shares of Series B Preferred Stock) or from any event treated as such for income tax purposes or for any other reason.

(c)(i) All adjustments to the Conversion Price shall be calculated to the nearest 1/10 of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that on the Mandatory Conversion Date adjustments to the Conversion Price will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(ii) No adjustment to the Conversion Price shall be made if Holders may participate in the transaction that would otherwise give rise to an adjustment, as a result of holding the Senior Preferred Stock (including without

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limitation pursuant to Section 4(b)), without having to convert the Senior Preferred Stock, as if they held the full number of shares of Series B Preferred Stock into which a share of the Senior Preferred Stock may then be converted.

(iii) Notwithstanding anything contained herein, the Applicable Conversion Price shall not be adjusted:

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

(B) upon the issuance of any shares of Series B Preferred Stock or Common Stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its subsidiaries;

(C) upon the issuance of any shares of Series B Preferred Stock or Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date shares of the Senior Preferred Stock were first issued and not substantially amended thereafter;

(D) for a change in the par value or no par value of Series B Preferred Stock;

(E) for accrued and unpaid dividends on the Senior Preferred Stock; or

(F) in connection with the rights offering of the Corporation to the Corporation’s stockholders as contemplated by that certain Investment Agreement, between the Corporation and the Investor, dated May 26, 2008, as amended through the date hereof.

(d) Whenever the Conversion Price is to be adjusted in accordance with Section 10(a) or Section 10(b), the Corporation shall: (i) compute the Conversion Price in accordance with Section 10(a) or Section 10(b), taking into account the threshold set forth in Section 10(c); (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to Section 10(a) or Section 10(b), taking into account the threshold set forth in Section 10(c) (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Price in accordance with Section 10(a) or Section 10(b), provide, or cause to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the revised Conversion Price.

Section 11. Reorganization Events.

(a) In the event of, and only if such event is not a Fundamental Change:

(i) any consolidation, merger of the Corporation with or into another Person, or other similar transaction, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person;

(ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person;

(iii) any reclassification of the Common Stock including into securities other than the Common Stock;

(any such event specified in this Section 11(a), a “Reorganization Event”); each share of Senior Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall become convertible, when and if convertible pursuant to the terms hereof, into the kind of securities, cash and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization

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Event or an Affiliate of such counterparty) of that number of shares of Common Stock (on an As-Converted Basis) into which the share of Senior Preferred Stock would then be convertible assuming the Mandatory Conversion Date has occurred (such securities, cash and other property, the “Exchange Property”).

(b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such Reorganization Event, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Senior Preferred Stock in accordance with Section 8 shall be determined based upon the Conversion Price in effect on the date of consummation of the Reorganization Event.

(c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Series B Preferred Stock in any such Reorganization Event.

(d) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11.

(e) Notwithstanding anything to the contrary in this Section 11 or otherwise in this Certificate of Designations, the Corporation shall not enter into any agreement for a transaction constituting a Fundamental Change unless such agreement (i) entitles Holders to receive the securities, cash and other property that such Holders would have been entitled to receive upon a liquidation, dissolution or winding up of the Corporation pursuant to Section 5, or (ii) in each case, subject to obtaining the required consent specified in Section 5(c), (1) the Senior Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (2) such Senior Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Senior Preferred Stock, taken as a whole. For the avoidance of doubt, nothing herein shall prohibit the Corporation from entering into or consummating a transaction constituting a Fundamental Change; provided, that the Senior Preferred Stock is treated as set forth in the preceding sentence.

Section 12. Voting Rights.

(a) Holders of the Senior Preferred Stock shall be entitled to vote, on an As-Converted Basis, with holders of the Common Stock on all matters that such holders of Common Stock are entitled to vote upon, provided, that the votes attributable to such shares with respect to any Holder shall automatically be reduced, (i) pro rata amongst all Holders, such that the total voting power of all of the shares of Senior Preferred Stock is not more than 19.99% of the total voting power of the outstanding Common Stock on the date of issuance of the Senior Preferred Stock and (ii) pro rata amongst Holders included in any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) with such Holder, and in making any such pro rata determination, taking into account any other Capital Stock beneficially owned by such Holders and any other holders of Capital Stock of the Corporation included in such person or group, so that no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), except that for purposes of this clause, such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than forty-nine percent (49%) of the total voting power of the Voting Stock. The voting rights set forth in this

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Section 12(a) shall be interpreted consistent with the definition of “Change of Control” set forth in the indentures governing the Corporation’s public notes, outstanding on the date hereof, such that a “Change of Control” shall not occur as a result of the voting rights of any Holders of the Senior Preferred Stock (and, for this purpose, taking into account any other Holders and any other holders of Capital Stock of the Corporation included in the same “person” or “group” as such Holder and any other Capital Stock beneficially owned by such Holder, including any other holders included in the same “person” or “group”). For the avoidance of doubt, such determination of total voting power of the Voting Stock shall include all Capital Stock beneficially owned, and not just the Senior Preferred Stock.

(b) So long as any shares of Senior Preferred Stock are outstanding, the vote or consent of the Holders of a majority of the shares of Senior Preferred Stock at the time outstanding, voting as a single class with all other classes and series of Parity Securities having similar voting rights then outstanding and with each series or class having a number of votes proportionate to the aggregate liquidation preference of the outstanding shares of such class or series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Certificate of Incorporation, this Certificate of Designations, or the Corporation’s bylaws (whether by merger, consolidation, business combination or otherwise) that would alter or change the voting powers, preferences or special rights of the Senior Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Certificate of Incorporation including any certificate of designations (whether by merger, consolidation, business combination or otherwise) to authorize or create, or increase the authorized amount of, any shares of, any Parity Securities or any securities convertible into shares of, any class or series of the Corporation’s capital stock ranking prior to the Senior Preferred Stock in the payment of dividends or in the distribution of assets in a Liquidation Transaction; or

(iii) the consummation of a binding share exchange or reclassification involving the Senior Preferred Stock or a merger or consolidation of the Corporation with another entity, except that Holders will have no separate right to vote under this provision or under Section 251 of the General Corporation Law of the State of Delaware or otherwise under Delaware law if (x) the Corporation shall have complied with Section 11(e), (y) the transaction shall be a Reorganization Event in which each share of Senior Preferred Stock shall become convertible into Exchange Property, or (z) in each case, subject to obtaining the required consent specified in Section 5(c), (1) the Senior Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (2) such Senior Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Senior Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of the Senior Preferred Stock, or any securities convertible into preferred stock ranking equally with and/or junior to the Senior Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a Liquidation Transaction, will not, in and of itself, be deemed to adversely affect the voting powers, preferences or special rights of the Senior Preferred Stock and the Holders will have no separate right to vote solely by reason of such an increase, creation or issuance.

If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would adversely affect one or more but not all series of preferred stock with like voting rights (including the

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Senior Preferred Stock for this purpose), then only the series affected and entitled to vote shall vote as a class in lieu of all such series of preferred stock.

(c) Notwithstanding the foregoing, Holders shall not have any voting rights if, at or prior to the effective time of the act with respect to which such vote would otherwise be required, all outstanding shares of Senior Preferred Stock shall have been converted into shares of Series B Preferred Stock.

Section 13. Fractional Shares.

(a) No fractional shares of Series B Preferred Stock will be issued as a result of any conversion of shares of Senior Preferred Stock.

(b) In lieu of any fractional share of Series B Preferred Stock otherwise issuable in respect of any mandatory conversion pursuant to Section 8, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the same fraction of the aggregate Closing Price of the Common Stock issuable upon conversion of a share of Series B Preferred Stock determined as of the second Trading Day immediately preceding the Mandatory Conversion Date.

(c) If more than one share of the Senior Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Series B Preferred Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Senior Preferred Stock so surrendered.

Section 14. Reservation of Capital Stock.

(a) Following a Mandatory Conversion Date, the Corporation shall at all times reserve and keep available out of its authorized and unissued Series B Preferred Stock and Common Stock or shares acquired by the Corporation, solely for issuance upon the conversion of all outstanding shares of Senior Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, such number of shares of Series B Preferred Stock and Common Stock as shall from time to time be issuable upon the conversion of all the shares of Senior Preferred Stock then outstanding or Series B Preferred Stock issuable in respect of such Senior Preferred Stock then outstanding, assuming that the Applicable Conversion Price equaled the Conversion Price on the Effective Date. For purposes of this Section 14(a), the number of shares of Series B Preferred Stock that shall be deliverable upon the conversion of all outstanding shares of Senior Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Senior Preferred Stock, as herein provided, shares of Series B Preferred Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Series B Preferred Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c) All shares of Series B Preferred Stock delivered upon conversion of the Senior Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Senior Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority, and if notwithstanding such efforts the shares of Series B Preferred Stock cannot be delivered in compliance with such laws and regulations, then the Corporation shall not be required to so deliver until it can deliver in compliance with such laws and regulations.

(e) The Corporation hereby covenants and agrees that, if at any time the Series B Preferred Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system,

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the Corporation will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Series B Preferred Stock shall be so listed on such exchange or automated quotation system, all the Series B Preferred Stock issuable upon conversion of the Senior Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Series B Preferred Stock until the first conversion of Senior Preferred Stock into Series B Preferred Stock in accordance with the provisions hereof, the Corporation covenants to list such Series B Preferred Stock issuable upon conversion of the Senior Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time. For the avoidance of doubt, nothing herein shall require the Corporation to list the Series B Preferred Stock or the Senior Preferred Stock.

(f) Notwithstanding anything in this Certificate of Designations to the contrary, in no event shall the Corporation be required to deliver shares of Series B Preferred Stock upon conversion of the Senior Preferred Stock in excess of 5,000,000 shares (subject to any adjustments to the Conversion Price provided in Section 10) (the “Aggregate Share Cap”). For the avoidance of doubt, under no circumstances will the Corporation be required to deliver cash in lieu of any shares of Series B Preferred Stock otherwise deliverable hereunder in excess of the Aggregate Share Cap.

Section 15. Repurchases of Junior Securities. For as long as the Senior Preferred Stock remains outstanding, the Corporation shall not redeem, purchase or acquire any of its Junior Securities, other than (i) redemptions, purchases or other acquisitions of Junior Securities in connection with any benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or stockholder stock purchase plan and (ii) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of the Junior Securities.

Section 16. Replacement Certificates.

(a) The Corporation shall replace any mutilated certificate representing any Senior Preferred Stock at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates representing any Senior Preferred Stock that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Corporation.

(b) The Corporation shall not be required to issue any certificates representing the Senior Preferred Stock on or after the Mandatory Conversion Date. In place of the delivery of a replacement certificate following the Mandatory Conversion Date, the Corporation, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Series B Preferred Stock pursuant to the terms of the Senior Preferred Stock formerly evidenced by the certificate.

Section 17. Miscellaneous.

(a) All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Corporation, to: Standard Pacific Corp., 15326 Alton Parkway, Irvine, CA 92618, Attention: Corporate Secretary, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Corporation, or (iii) to such other address as the Corporation or any such Holder, as the case may be, shall have designated by notice similarly given.

(b) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Senior Preferred Stock or shares of Series B Preferred Stock or other securities issued on account of Senior Preferred Stock pursuant hereto or certificates representing such

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shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Senior Preferred Stock or Series B Preferred Stock or other securities in a name other than that in which the shares of Senior Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

SECOND This Certificate of Designations does not provide for an exchange, reclassification or cancellation of any issued shares.

THIRD The date of adoption of this Certificate of Designations was June 26, 2008.

FOURTH This Certificate of Designations was duly adopted by the Board of Directors of the Corporation.

FIFTH No stockholder action was required.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by Andrew H. Parnes, Executive Vice President-Finance and Chief Financial Officer as of this 26th day of June, 2008

STANDARD PACIFIC CORP.
/s/    ANDREW H. PARNES
By:	Andrew H. Parnes
Title:	Executive Vice President-Finance and Chief Financial Officer

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EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATIONS

OF

SERIES B JUNIOR PARTICIPATING CONVERTIBLE PREFERRED STOCK

OF STANDARD PACIFIC CORP.

Pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Standard Pacific Corp., a Delaware corporation (the “Corporation”), certifies that pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, as amended, the Board of Directors, on June 26, 2008, adopted the following resolution creating a series of its Preferred Stock, par value $.01 per share:

RESOLVED, that (1) pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, the Board of Directors hereby designates 5,000,000 shares of the preferred stock, par value $.01 per share, of the Corporation as “Series B Junior Participating Convertible Preferred Stock” (the “Series B Preferred Stock”), and the powers, designations, preferences and relative, participating, optional and other rights of the Series B Preferred Stock and the qualifications, limitations and restrictions thereof, be, and they hereby are, as set forth below (the “Certificate of Designations”), and (2) in connection therewith, the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed on behalf of the Corporation and in its name to execute and to file the Certificate of Designations with the Delaware Secretary of State:

Section 1. Designation and Amount. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as “Series B Junior Participating Convertible Preferred Stock”. The number of shares constituting such series so designated shall be 5,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors.

Section 2. Ranking. The Series B Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation, rank, pari passu to the Series A Junior Participating Cumulative Preferred Stock of the Company (the “Series A Preferred Stock”) and junior to the Senior Convertible Preferred Stock, par value $.01 per share, of the Corporation and all other preferred stock of the Corporation, other than a class or series of preferred stock established after the Effective Date by the Corporation the terms of which expressly provide that such class or series will rank on a parity with or junior to the Series B Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation.

Section 3. Definitions. Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. As used in this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of securities, partnership interests or by contract or otherwise. Notwithstanding the foregoing, solely for purposes of this Certificate of Designations, the directors and officers of the Corporation or any of its Subsidiaries shall not, solely as a result of holding such office, be deemed Affiliates of the Investor. With respect to the Investor, the term “Affiliate” shall also include its general partner or investment manager or similar Person, and any other

entity with the same general partner or investment manager or similar Persons. For the avoidance of doubt, no Person shall be deemed the Affiliate of any other Person merely by virtue of holding an ownership interest of 10% or more in such Person, or pursuant to any other presumption regarding “affiliate” status.

(b) “Aggregate Share Cap” has the meaning set forth in Section 14(f).

(c) “Applicable Conversion Price” means the Conversion Price in effect at any given time.

(d) “Board of Directors” shall have the meaning set forth in the preamble hereto.

(e) “Business Day” means any day other than a Saturday, Sunday or any other day on which banks in New York City, New York are generally required or authorized by law to be closed.

(f) “Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of the Corporation, including any Common Stock or any series of preferred stock of the Corporation, but excluding any debt securities convertible into such equity.

(g) “Certificate of Designations” has the meaning set forth in the preamble hereto.

(h) “Certificate of Incorporation” has the meaning set forth in the preamble hereto.

(i) “Closing Price” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by a nationally recognized independent investment banking firm retained by the Corporation for this purpose. For purposes of this Certificate of Designations, all references herein to the “Closing Price” and “last reported sale price” of the Common Stock on the New York Stock Exchange shall be such closing sale price and last reported sale price as reflected on the website of the New York Stock Exchange (http://www.nyse.com) and as reported by Bloomberg Professional Service; provided that in the event that there is a discrepancy between the closing sale price or last reported sale price as reflected on the website of the New York Stock Exchange and as reported by Bloomberg Professional Service, the closing sale price and last reported sale price on the website of the New York Stock Exchange shall govern. If the date of determination is not a Trading Day, then such determination shall be made as of the last Trading Day prior to such date.

(j) “Common Stock” shall have the meaning set forth in Section 4(b).

(k) “Conversion Price” means for each share of Series B Preferred Stock, $3.05 per share; provided, that such price shall be subject to adjustment as set forth herein.

(l) “Corporation” shall have the meaning set forth in the preamble hereto.

(m) “Current Market Price” means, on any date, the average of the daily Closing Price per share of the Common Stock on each of the five (5) consecutive Trading Days preceding the earlier of the day before the date in question and the day before the Ex-Date with respect to the issuance or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 10.

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(n) “Effective Date” means the date on which shares of the Series B Preferred Stock are first issued.

(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

(p) “Ex-Date” when used with respect to any issuance or distribution, means the first date on which the Common Stock or other securities trade without the right to receive the issuance or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 10.

(q) “Exchange Property” shall have the meaning set forth in Section 11(a).

(r) “Fundamental Change” means the occurrence of the consummation of any consolidation or merger of the Corporation or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to any Person other than one or more of the Corporation’s subsidiaries or the Investor or any of its Affiliates, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the continuing or surviving Person immediately after the transaction.

(s) “Holder” shall mean, as of any date, the Person in whose name the shares of the Series B Preferred Stock are registered as of such date, which may be treated by the Corporation as the absolute owner of the shares of Series B Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

(t) “Investor” means MP CA Homes LLC and its permitted successors.

(u) “Investor Transfer” shall have the meaning set forth in Section 8(b).

(v) “Mandatory Conversion” shall have the meaning set forth in Section 8(b).

(w) “Mandatory Conversion Date” shall have the meaning set forth in Section 8(b).

(x) “Mandatory Conversion Shares” shall have the meaning set forth in Section 8(b).

(y) “Notice of Conversion” shall have the meaning set forth in Section 9.

(z) “Optional Conversion” shall have the meaning set forth in Section 8(a).

(aa) “Optional Conversion Date” shall have the meaning set forth in Section 9(a)(2).

(bb) “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

(cc) “Record Date” has the meaning set forth in Section 4(d).

(dd) “Reorganization Event” shall have the meaning set forth in Section 11(a).

(ee) “Series A Preferred Stock” shall have the meaning set forth in Section 2.

(ff) “Series B Preferred Stock” shall have the meaning set forth in the preamble hereof.

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(gg) “Stockholder Approvals” means all approvals of the stockholders of the Corporation necessary to (i) approve the conversion of the Series B Preferred Stock into Common Stock for purposes of Section 312.03 of the NYSE Listed Company Manual, and (B) amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Series B Preferred Stock into Common Stock.

(hh) “Trading Day” means a day on which the shares of Common Stock:

(1) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and

(2) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

(ii) “Voting Stock” means securities of any class of Capital Stock of the Corporation 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.

Section 4. Dividends and Distributions.

(a) From and after the Effective Date, Holders shall be entitled to receive, out of the funds legally available therefor, non-cumulative cash dividends in the amount determined as set forth in Section 4(b) and no more.

(b) If the Board of Directors declares and pays a dividend in the form of cash or other assets (other than shares of Common Stock or rights or warrants to subscribe for Common Stock) in respect of any shares of common stock of the Corporation, par value $.01 per share (the “Common Stock”), then the Board of Directors shall declare and pay to the Holders of the Series B Preferred Stock a dividend in an amount per share of Series B Preferred Stock equal to the product of (i) the per share dividend declared and paid in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Series B Preferred Stock is then convertible.

(c) Dividends payable pursuant to Section 4(b) shall be payable on the same date that dividends are payable to holders of shares of Common Stock, and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by Section 4(b) are paid at the same time in respect of the Series B Preferred Stock.

(d) Each dividend will be payable to Holders of record as they appear in the records of the Corporation at the close of business on the record date (each, a “Record Date”), which, with respect to dividends payable pursuant to Section 4(b), shall be the same day as the record date for the payment of the corresponding dividends to the holders of shares of Common Stock.

(e) Dividends payable pursuant to Section 4(b) are non-cumulative. If the Board of Directors does not declare a dividend pursuant to Section 4(b) in respect of any dividend period, the Holders will have no right to receive any dividend for such dividend period, and the Corporation will have no obligation to pay a dividend for such dividend period, whether or not dividends are declared and paid for any future dividend period with respect to the Series B Preferred Stock or any other class or series of the Corporation’s preferred stock or Common Stock.

Section 5. Liquidation, Dissolution or Winding Up.

(a) In the event the Corporation voluntarily or involuntarily liquidates, dissolves or winds up, the Holders of the Series B Preferred Stock at the time shall be entitled to receive liquidating distributions of the remaining assets of the Corporation as if each share of Series B Preferred Stock had been converted, immediately prior to such liquidating distributions, into shares of Common Stock.

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(b) In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series B Preferred Stock and outstanding shares of Common Stock and Series A Preferred Stock and any other securities ranking pari passu with the Common Stock, Holders of the Series B Preferred Stock and holders of shares of Common Stock and Series A Preferred Stock and any other securities ranking pari passu with the Common Stock shall share ratably in any distribution of the assets of the Corporation in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.

(c) The Corporation’s consolidation or merger with or into any other entity, the consolidation or merger of any other entity with or into the Corporation, or the sale of all or substantially all of the Corporation’s property or business will not constitute its liquidation, dissolution or winding up.

Section 6. Maturity. The Series B Preferred Stock shall be perpetual unless converted in accordance with this Certificate of Designations.

Section 7. Redemptions. The Series B Preferred Stock shall not be redeemable either at the Corporation’s option or at the option of Holders at any time.

Section 8. Conversion

(a) Optional Conversion. Subject to the terms and conditions set forth in this Section 8(a), each share of Series B Preferred Stock shall be convertible at any time, at the option of the Holder thereof (each an “Optional Conversion”), into shares of Common Stock as set forth in Section 8(c); provided that any Holder may only convert such number of shares of Series B Preferred Stock into shares of Common Stock such that such Holder (including a “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) that includes such Holder), does not become a beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act, except that for purposes of this clause, any such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of greater than forty-nine percent (49%) of the total voting power of the Voting Stock after giving effect to such conversion. This clause shall be interpreted consistent with the terms of Section 12(a).

(b) Mandatory Conversion. Effective as of the consummation (each, a “Mandatory Conversion Date”) of any sale, transfer or other disposition of shares of Series B Preferred Stock by the Investor or its Affiliates to any Person (other than the Investor or an Affiliate of the Investor) (each an “Investor Transfer”), such transferred shares of Series B Preferred Stock (“Mandatory Conversion Shares”) shall automatically convert into shares of Common Stock as set forth in Section 8(c) (each, a “Mandatory Conversion”).

(c) Number of Shares Upon Conversion. The number of shares of Common Stock into which a share of Series B Preferred Stock shall be convertible shall be determined by dividing $1,000 by the Applicable Conversion Price (subject to the conversion procedures of Section 9 hereof) plus cash in lieu of fractional shares in accordance with Section 13 hereof.

Section 9. Conversion Procedures.

(a) Each Holder seeking an Optional Conversion shall provide the Corporation with notice of such conversion and each Holder seeking a Mandatory Conversion shall prior to or promptly upon the consummation of an Investor Transfer provide the Corporation with notice of such conversion (each, a “Notice of Conversion”). In addition to any information required by applicable law or regulation, the Notice of Conversion with respect to such Holder shall state, as appropriate:

(1) Whether such conversion is an Optional Conversion or a Mandatory Conversion;

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(2) The date on which the optional conversion is to take place (the “Optional Conversion Date”) or the Mandatory Conversion Date, as applicable;

(3) The transferee with respect to Mandatory Conversion Shares;

(4) The number of shares of Common Stock to be issued upon conversion of each share of Series B Preferred Stock held of record by such Holder and subject to an Optional Conversion or Mandatory Conversion; and

(5) The place or places where certificates of Series B Preferred Stock held of record by such Holder are to be surrendered for issuance of certificates representing shares of Common Stock.

(b) In the event that some, but not all, of the shares of Series B Preferred Stock held by such Holder, are to be converted pursuant to an Optional Conversion or a Mandatory Conversion, such Holder shall be entitled to select the shares to be surrendered pursuant to this Section 9 such that, after such surrender, such Holder no longer holds shares of Series B Preferred Stock as to which the Optional Conversion or Mandatory Conversion shall have occurred. In the event that such Holder fails to surrender the required number of shares pursuant to this Section 9 within thirty (30) days after delivery of the Notice of Conversion, the Corporation shall, by written notice to such Holder, indicate which shares have been converted pursuant to Section 8. Effective immediately prior to the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock, dividends shall no longer be declared on any such converted share of Series B Preferred Stock and such share of Series B Preferred Stock shall only represent such number of shares of Common Stock issuable upon conversion thereof and shall cease to be outstanding, in each case, subject to the right of the Holder to receive any declared and unpaid dividends on such share to the extent provided in Section 4 and any other payments to which such Holders is otherwise entitled pursuant to Section 8, Section 11 and Section 13 hereof, as applicable.

(c) No allowance or adjustment, except pursuant to Section 10, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock. Prior to the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock, shares of Common Stock issuable upon conversion thereof, or other securities issuable upon conversion of such share of Series B Preferred Stock, shall not be deemed outstanding for any purpose, and the Holder thereof shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series B Preferred Stock.

(d) Shares of Series B Preferred Stock converted in accordance with this Certificate of Designations, or otherwise reacquired by the Corporation, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Corporation may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Series B Preferred Stock.

(e) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series B Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect thereto. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series B Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or pursuant to applicable law.

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(f) On the Optional Conversion Date or Mandatory Conversion Date, as applicable, with respect to any share of Series B Preferred Stock as to which the Optional Conversion or Mandatory Conversion shall have occurred, certificates representing shares of Common Stock shall be issued and delivered to the Holder thereof or such Holder’s designee upon presentation and surrender of the certificate evidencing such Series B Preferred Stock to the Corporation and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes.

Section 10. Anti-Dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments:

(1) Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction:

OS₀

OS¹

OS₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution.

OS¹ = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution.

For the purposes of this clause (1), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

(2) Subdivisions, Splits and Combination of the Common Stock. If the Corporation subdivides, splits or combines the shares of Common Stock, then the Conversion Price in effect immediately prior to the effective date of such share subdivision, split or combination will be multiplied by the following fraction:

OS₀

OS¹

OS₀ = the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, split or combination.

OS¹ = the number of shares of Common Stock outstanding immediately after the close of business on the effective date of such share subdivision, split or combination.

For the purposes of this clause (2), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any subdivision, split or combination described in this clause (2) is announced but the outstanding shares of Common Stock are not subdivided, split or combined, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding shares of Common Stock, to such Conversion Price that would be in effect if such subdivision, split or combination had not been announced.

(3) Issuance of Stock Purchase Rights. If the Corporation issues to all Holders of the shares of Common Stock (and does not make the equivalent issuance to the Holders of Series B Preferred Stock) rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to sixty (60) days from the date of

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issuance of such rights or warrants, to subscribe for or purchase shares of Common Stock at less than the Current Market Price on the date fixed for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Price in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction:

OS₀+ Y

OS₀ + X

OS₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution.

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

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

For the purposes of this clause (3), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. The Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock acquired by the Corporation. In the event that such rights or warrants described in this clause (3) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

(4) Self Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price in effect at the close of business on such immediately succeeding Trading Day will be multiplied by the following fraction:

OS₀ x SP₀

AC + (SP₀ x OS¹)

SP₀ = the Closing Price per share of Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer.

OS₀ = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

OS¹= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer and after taking into account the shares purchased pursuant thereto.

AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined by the Board of Directors.

In the event that the Corporation, or one of its subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation, or such subsidiary, is permanently

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prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

(5) Rights Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Stock on the Optional Conversion Date or the Mandatory Conversion Date, as applicable, upon conversion of any shares of the Series B Preferred Stock, Holders will receive, in addition to the shares of Common Stock, the rights under the rights plan, unless, prior to the Optional Conversion Date or Mandatory Conversion Date, as applicable, the rights have separated from the shares of Common Stock, in which case the Conversion Price will be adjusted at the time of separation as if the Corporation had made a distribution to all holders of the Common Stock as described in clause (3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b) All adjustments to the Conversion Price shall be calculated to the nearest 1/10 of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that on the Optional Conversion Date or Mandatory Conversion Date, as applicable, adjustments to the Conversion Price will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(c) No adjustment to the Conversion Price shall be made if Holders may participate in the transaction that would otherwise give rise to an adjustment, as a result of holding the Series B Preferred Stock (including without limitation pursuant to Section 4(b) hereof), without having to convert the Series B Preferred Stock, as if they held the full number of shares of Common Stock into which a share of the Series B Preferred Stock may then be converted.

(d) Notwithstanding anything contained herein, the Applicable Conversion Price shall not be adjusted:

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

(2) upon the issuance of any shares of Common Stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its subsidiaries;

(3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date shares of the Series B Preferred Stock were first issued and not substantially amended thereafter;

(4) for a change in the par value or no par value of Common Stock;

(5) for accrued and unpaid dividends on the Series B Preferred Stock; or

(6) in connection with the rights offering of the Corporation to the Corporation’s stockholders as contemplated by that certain Investment Agreement, between the Corporation and the Investor, dated May 26, 2008, as amended through the date hereof.

(e) Whenever the Conversion Price is to be adjusted in accordance with Section 10(a), the Corporation shall: (i) compute the Conversion Price in accordance with Section 10(a), taking into account the threshold set forth in Section 10(b); (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to Section 10(a) taking into account the threshold set forth in Section 10(b) (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Price in accordance with Section 10(a), provide, or cause

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to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the revised Conversion Price.

Section 11. Reorganization Events.

(a) In the event of:

(1) any consolidation or merger of the Corporation with or into another Person, or other similar transaction, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person;

(2) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person;

(3) any reclassification of the Common Stock into securities including securities other than the Common Stock;

(any such event specified in this Section 11(a), a “Reorganization Event”); each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall become convertible into the kind of securities, cash and other property receivable in such Reorganization Event by the holder (excluding the counterparty to the Reorganization Event or an Affiliate of such counterparty) of that number of shares of Common Stock into which the share of Series B Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”).

(b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in the Reorganization Event, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series B Preferred Stock in accordance with Section 8 shall be determined based upon the Conversion Price in effect on the date of consummation of the Reorganization Event.

(c) The above provisions of this Section 11 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event.

(d) The Corporation (or any successor) shall, within twenty (20) days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11.

(e) Notwithstanding anything to the contrary in this Section 11 or otherwise in this Certificate of Designations, the Corporation shall not enter into any agreement for a transaction constituting a Fundamental Change unless such agreement (i) entitles Holders to receive, on an as-converted basis, the securities, cash and other property receivable in such transaction by a holder of shares of Common Stock that was not the counterparty to such transaction or an affiliate of such other party as described in Section 11(a), (ii) provides that each share of Series B Preferred Stock shall be converted into the number of shares of Common Stock as provided in Section 8(c), or (iii) provides that (1) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (2) such Series B Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not

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materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole. For the avoidance of doubt, nothing herein shall prohibit the Corporation from entering into or consummating a transaction constituting a Fundamental Change provided that the Series B Preferred Stock is treated as set forth in the preceding sentence.

Section 12. Voting Rights.

(a) The Holders of the Series B Preferred Stock vote together with the Holders of Common Stock on all matters upon which the Holders of Common Stock are entitled to vote. Each share of Series B Preferred Stock shall be entitled to such number of votes as the number of shares of Common Stock into which such share of Series B Preferred Stock is convertible at the time of the record date for any such vote, provided, that the votes attributable to such shares with respect to any Holder shall be automatically reduced pro rata amongst Holders included in any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) with such Holder, and in making any such pro rata determination, taking into account any other Capital Stock beneficially owned by such Holders and any other holders of Capital Stock of the Corporation included in such person or group, so that no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), except that for purposes of this clause, such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than forty-nine percent (49%) of the total voting power of the Voting Stock. The voting rights set forth in this Section 12(a) shall be interpreted consistent with the definition of “Change of Control” set forth in the indentures governing the Corporation’s public notes, outstanding on the date hereof, such that a “Change of Control” shall not occur as a result of the voting rights of any Holders of the Series B Preferred Stock (and, for this purpose, taking into account any other Holders and any other holders of Capital Stock of the Corporation included in the same “person” or “group” as such Holder and any other Capital Stock beneficially owned by such Holder, including any other holders included in the same “person” or “group”). For the avoidance of doubt, such determination of total voting power of the Voting Stock shall include all Capital Stock beneficially owned, and not just the Series B Preferred Stock.

(b) So long as any shares of Series B Preferred Stock are outstanding, the vote or consent of the Holders of a majority of the shares of Series B Preferred Stock at the time outstanding, voting as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(1) any amendment, alteration or repeal of any provision of the Certificate of Incorporation, this Certificate of Designations, or the Corporation’s bylaws (whether by merger, consolidation, business combination or otherwise) that would alter or change the voting powers, preferences or special rights of the Series B Preferred Stock so as to affect them adversely; or

(2) the consummation of a binding share exchange or reclassification involving the Common Stock or a merger or consolidation of the Corporation with another entity, except that Holders will have no separate right to vote under this provision or under Section 251 of the General Corporation Law of the State of Delaware or otherwise under Delaware law if (x) the Corporation shall have complied with Section 11(e), (y) the transaction shall be a Reorganization Event in which each share of Series B Preferred Stock shall be convertible into the Exchange Property, or (z) (1) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preference securities or common stock of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (2) such Series B Preferred Stock remaining outstanding or such preference securities or common stock, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole;

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provided, however, that any increase in the amount of the authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of any series of preferred stock, or any securities convertible into preferred stock ranking junior to, equally with and/or senior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding up of the Corporation, will not, in and of itself, be deemed to adversely affect the voting powers, preferences or special rights of the Series B Preferred Stock and, notwithstanding Section 251 of the General Corporation Law of the State of Delaware or any other provision of Delaware law, Holders will have no right to separately vote solely by reason of such an increase, creation or issuance.

If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would adversely affect one or more but not all series of preferred stock with like voting rights (including the Series B Preferred Stock for this purpose), then only the series affected and entitled to vote shall vote as a class in lieu of all such series of preferred stock.

(c) Notwithstanding the foregoing, Holders shall not have any voting rights if, at or prior to the effective time of the act with respect to which such vote would otherwise be required, all outstanding shares of Series B Preferred Stock shall have been converted into shares of Common Stock.

Section 13. Fractional Shares.

(a) No fractional shares of Common Stock will be issued as a result of any conversion of shares of Series B Preferred Stock.

(b) In lieu of any fractional share of Common Stock otherwise issuable in respect of any conversion pursuant to Section 8 hereof, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the same fraction of the Closing Price of the Common Stock determined as of the second Trading Day immediately preceding the Optional Conversion Date or Mandatory Conversion Date, as applicable.

(c) If more than one share of the Series B Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series B Preferred Stock so surrendered.

Section 14. Reservation of Common Stock.

(a) Following the receipt of the Stockholder Approvals for conversion of outstanding shares of Series B Preferred Stock (including outstanding Senior Preferred Stock convertible into shares of Series B Preferred Stock), the Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Corporation, solely for issuance upon the conversion of such shares of Series B Preferred Stock as provided in this Certificate of Designations, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all such shares of Series B Preferred Stock then outstanding, assuming that the Applicable Conversion Price equaled the Conversion Price on the Effective Date. For purposes of this Section 14(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b) Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock acquired by the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

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(c) All shares of Common Stock delivered upon conversion of the Series B Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d) Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Series B Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority, and if notwithstanding such efforts the shares of Common Stock cannot be delivered in compliance with such laws and regulations, then the Corporation shall not be required to so deliver until it can deliver in compliance with such laws and regulations.

(e) The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon conversion of the Series B Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the first conversion of Series B Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Series B Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

(f) Notwithstanding anything in this Certificate of Designations to the contrary, in no event shall each share of the Series B Preferred Stock be convertible into more than 327.86885 shares of Common Stock (subject to any adjustments to the Conversion Price provided in Section 10) (the “Aggregate Share Cap”). For the avoidance of doubt, under no circumstances will the Corporation be required to deliver cash in lieu of any shares of Common Stock otherwise deliverable hereunder in excess of the Aggregate Share Cap.

Section 15. Replacement Certificates.

(a) The Corporation shall replace any mutilated certificate representing Series B Preferred Stock at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates representing Series B Preferred Stock that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Corporation.

(b) The Corporation shall not be required to issue any certificates representing the Series B Preferred Stock on or after the Optional Conversion Date or Mandatory Conversion Date, as applicable, other than with respect to shares of Series B Preferred Stock that were not converted. In place of the delivery of a replacement certificate following the Optional Conversion Date or Mandatory Conversion Date, the Corporation, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Series B Preferred Stock formerly evidenced by the certificate.

Section 16. Miscellaneous.

(a) All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three (3) Business Days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Corporation, to: Standard Pacific Corp., 15326 Alton Parkway, Irvine, CA 92618, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Corporation, or (iii) to such other address as the Corporation or any such Holder, as the case may be, shall have designated by notice similarly given.

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(b) The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series B Preferred Stock or shares of Common Stock or other securities issued on account of Series B Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series B Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series B Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

SECOND: This Certificate of Designations does not provide for an exchange, reclassification or cancellation of any issued shares.

THIRD: The date of adoption of this Certificate of Designations was June 26, 2008.

FOURTH: This Certificate of Designations was duly adopted by the Board of Directors of the Corporation.

FIFTH: No stockholder action was required.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by Andrew H. Parnes, Executive Vice President-Finance and Chief Financial Officer as of this 26th day of June, 2008.

STANDARD PACIFIC CORP.
/s/    ANDREW H. PARNES
By:	Andrew H. Parnes
Title:	Executive Vice President-Finance and Chief Financial Officer

Signature Page to Series B Preferred Certificate of Designations

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”), dated as of June 27, 2008, is by and between Standard Pacific Corp., a Delaware corporation (the “Corporation”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

RECITALS

WHEREAS, the Corporation and the Rights Agent are parties to the Amended and Restated Rights Agreement, dated as of July 24, 2003 (the “Rights Agreement”); and

WHEREAS, MP CA Homes LLC, a Delaware limited liability company (the “Investor”), and the Corporation entered into that certain Investment Agreement, dated May 26, 2008 (the “Investment Agreement”), pursuant to which Investor will acquire certain shares of the Corporation as set forth in the Investment Agreement, the Board of Directors of the Corporation having approved the Investment Agreement and the transactions set forth therein; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Corporation has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Corporation and the Rights Agent desire to evidence such amendment in writing;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreement set forth herein, the parties hereto agree as follows:

A. AMENDMENT TO SECTION 1.

a. The definition of “Exempt Person” in Section 1 of the Rights Agreement is amended and restated to read in its entirety as follows:

“Exempt Person” shall mean (i) the Corporation, (ii) any wholly-owned Subsidiary of the Corporation, (iii) any employee benefit plan of the Corporation or of a Subsidiary of the Corporation and any Person holding Voting Shares for or pursuant to the terms of any such employee benefit plan, and (iv) the Investor and its Affiliates. Notwithstanding the foregoing, the Investor and its Affiliates shall immediately cease to be an Exempt Person hereunder (with the result that the Rights Agreement shall be applicable to Investor and its Affiliates with the same effect as though this Amendment had not occurred) from and after the earlier of (i) the date of termination of the Investment Agreement, and (ii) the date on which a majority of the members of the Board of Directors who are not designated by the Investor pursuant to the Stockholders Agreement, whether or not such members constitute a quorum of the Board of Directors, determine, in good faith, that (A) the Investor or its Affiliates are in material breach

of the Stockholders Agreement, or the Stockholders Agreement is no longer in full force and effect, and (B) that the Investor and its Affiliate shall be deemed no longer to be an Exempt Person hereunder.

b. Section 1 of the Rights Agreement is amended to add the following definitions in the appropriate alphabetical order, with all other definitions being re-lettered as appropriate:

1. “Investor” shall mean MP CA Homes LLC, a Delaware limited liability company; and

2. “Stockholders Agreement” shall mean the Stockholders Agreement, by and between the Corporation and the Investor, to be entered into pursuant to the Investment Agreement.

B. COMPLIANCE. The Rights Agent shall not be subject to, nor be required to interpret or comply with, nor determine if any Person has complied with, the Investment Agreement, even though reference thereto may be made in this Amendment or the Rights Agreement.

C. DIRECTION. By its execution and delivery hereof, the Corporation directs the Rights Agent to execute this Amendment.

D. EFFECTIVENESS. This Amendment shall be effective as of the date first written above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

E. SEVERABILITY. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

F. GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and performed entirely within such state, provided, however, that all provisions regarding the rights, duties, obligations and immunities of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

G. COUNTERPARTS. This Amendment may be executed by facsimile and in two or more counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

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-2-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be fully executed, as of the date first written above.

STANDARD PACIFIC CORP.
/s/ Andrew H. Parnes
Name:	Andrew H. Parnes
Title:	Executive Vice President – Finance Chief Financial Officer

MELLON INVESTOR SERVICES LLC, as Rights Agent
/s/ Sharon Knepper
Name:	Sharon Knepper
Title:	Vice President & Sr. Relationship Manager

Signature Page to Amendment No. 1 to Amended and Restated Rights Agreement

EX-10.1

Exhibit 10.1

THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE SHARES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 27, 2008, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

WARRANT

to purchase

Shares of

Senior Convertible Preferred Stock

or

Series B Junior Participating Convertible Preferred Stock

dated as of June 27, 2008

STANDARD PACIFIC CORP.,

a Delaware Corporation

1. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Acquirer” has the meaning set forth in the definition of Warrant Ride-Through Transaction.

“Acquirer Price” has the meaning set forth in Section 14(B).

“Affiliate” has the meaning set forth in Section 1.1 of the Investment Agreement.

“Aggregate Share Cap” has the meaning set forth in Section 19(A).

“Beneficial Owner” has the correlative meaning to “beneficially own” set forth in Section 1.1 of the Stockholders Agreement.

“Board of Directors” has the meaning set forth in Section 1.1 of the Investment Agreement.

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“Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires adoption by the Company’s stockholders.

“Business Day” means any day except Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

“Capital Stock” means (A) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (B) with respect to any Person that is not a corporation or company, any and all partnership or other equity interests of such Person.

“Common Consideration” has the meaning set forth in Section 14(B).

“Common Stock” means the common stock of the Company, par value $.01 per share.

“Company” means Standard Pacific Corp., a Delaware corporation, and its successors.

“Current Market Price” means, with respect to a particular security, on any given day, the per share price determined as follows: the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices regular way, in either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, (A) the closing sale price for such day reported by the Nasdaq Stock Market if such security is traded over-the-counter and quoted in the Nasdaq Stock Market, or (B) if such security is so traded, but not so quoted, the average of the closing reported bid and ask prices of such security as reported by the Nasdaq Stock Market or any comparable system, or (C) if such security is not listed on the Nasdaq Stock Market or any comparable system, the average of the closing bid and ask prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose. If such security is not listed and traded in a manner that the quotations referred to above are available for the period required hereunder, the Current Market Price of Subject Stock shall be deemed to be the fair value per share of such security as determined in good faith by the Board of Directors. If such date of determination is not a trading day for the principal national securities exchange on which the applicable securities are listed or admitted to trading or such other trading system, then such determination shall be made as of the last trading day of such national securities exchange or other trading system prior to such date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means $1,344.26 (which represents $4.10 multiplied by the number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock), subject to adjustment as set forth herein.

“Expiration Time” has the meaning set forth in Section 3(A).

“Fundamental Change” means the occurrence of one of the following:

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(A) Prior to the Mandatory Conversion Date:

i) a “person” or “group” (other than any “person” or “group” including the Investor or any of its Affiliates) within the meaning of Section 13(d) of the Exchange Act 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 of common equity of the Company representing more than fifty percent (50%) of the voting power of the outstanding Voting Stock;

(ii) consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer 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 any of the Company’s subsidiaries (or the Investor or any of its Affiliates), in each case pursuant to which the Subject Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that Beneficially Owned, directly or indirectly, Voting Stock immediately prior to such transaction Beneficially Own, directly or indirectly, voting shares representing a majority of the total voting power of all outstanding classes of voting shares of the continuing or surviving Person immediately after the transaction; or

(iii) the Company’s Board of Directors and stockholders approve and adopt a plan of liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.

(B) After the Mandatory Conversion Date:

(i) consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer 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 (or the Investor or any of its Affiliates), in each case other than a Warrant Ride-Through Transaction; or

(ii) the Company’s Board of Directors and stockholders approve and adopt a plan of liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.

“Governmental Authority” has the meaning set forth in Section 1.1 of the Investment Agreement.

“Investment Agreement” means the Investment Agreement, dated as of May 26, 2008, between the Company and MP CA Homes LLC, as amended, including all schedules and exhibits thereto.

“Mandatory Conversion Date” has the meaning set forth in the Certificate of Designations of the Senior Preferred Stock.

“Mandatory Exercise Period” has the meaning set forth Section 3(C).

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“Ordinary Cash Dividends” means a regular quarterly cash dividend out of surplus or net profits legally available therefor (determined in accordance with generally accepted accounting principles, consistently applied) and consistent with past practice. For the avoidance of doubt, any quarterly cash dividends not to exceed $0.06 per share per quarter (subject to adjustment), shall be deemed Ordinary Cash Dividends.

“Original Issue Date” means June 27, 2008.

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Preliminary Fundamental Change” means, with respect to the Company, (A) the execution of definitive documentation for a transaction or (B) the recommendation by the Board of Directors that stockholders tender in response to a tender or exchange offer, in each case that could reasonably result in a Fundamental Change upon consummation.

“Preliminary Warrant Ride-Through Transaction” means, with respect to the Company, (A) the execution of definitive documentation for a transaction or (B) the recommendation by the Board of Directors that stockholders tender in response to a tender or exchange offer, in each case that could reasonably result in a Warrant Ride-Through Transaction upon consummation.

“Pro Rata Repurchases” means any purchase of shares of Subject Stock by the Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) of the Exchange Act, or (B) any other offer available to substantially all holders of Subject Stock, whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a Company Subsidiary), or any combination thereof, effected while this Warrant is outstanding; provided, however, that “Pro Rata Repurchase” shall not include any purchase of shares by the Company or any Affiliate thereof made in accordance with the requirements of Rule 10b-18 as in effect under the Exchange Act. The “effective date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Senior Preferred Stock” means the Senior Convertible Preferred Stock of the Company, par value $.01 per share.

“Series B Preferred Stock” means the Series B Junior Participating Convertible Preferred Stock of the Company, par value $.01 per share.

“Shares” has the meaning set forth in Section 2.

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“Stockholders Agreement” means the Stockholders Agreement, between the Company and MP CA Homes LLC, entered into pursuant to the Investment Agreement.

“Subject Stock” means (i) prior to a Mandatory Conversion Date, Senior Preferred Stock and (ii) on and following a Mandatory Conversion Date, Series B Preferred Stock.

“Subsidiary” has the meaning set forth in Section 1.1 of the Investment Agreement.

“Voting Stock” means securities of any class of Capital Stock of the Company 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.

“Warrantholder” has the meaning set forth in Section 2.

“Warrant” means this Warrant, issued pursuant to the Investment Agreement.

“Warrant Ride-Through Transaction” means the occurrence of the consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer 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 (or the Investor and/or one or more of its Affiliates), in each case pursuant to which, following the consummation of such transaction, the acquiring person, surviving corporation or the parent of the surviving corporation (as the case may be the “Acquirer”) assumes the Company’s obligations under and agrees to be bound by this Warrant and the common stock of such Acquirer is registered with the SEC and listed on a national securities exchange.

2. Number of Shares; Exercise Price. This certifies that, for value received, MP CA Homes LLC, its Affiliates or its registered assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, fully paid and nonassessable shares (the “Shares”) of (i) prior to a Mandatory Conversion Date, up to an aggregate of 272,670 shares of Senior Preferred Stock and (ii) on and following a Mandatory Conversion Date, Series B Preferred Stock into which such Senior Preferred Stock was converted, each at a purchase price per share of Subject Stock equal to the Exercise Price. The number of Shares and the Exercise Price are subject to adjustment as provided herein, and all references to “Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

3. Exercise of Warrant; Term.

(A) Subject to Section 2 and Section 3(B), to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time on any Business Day and during regular business hours from and after 9:00 a.m., New York City time, on the date hereof, but in no event later than 5:00 p.m., New York City time, on the seventh anniversary of the Original Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the

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Warrantholder, at the office of the Company in Irvine, California (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners:

(i) by tendering in cash, by certified or cashier’s check or by wire transfer in immediately payable funds to the order of the Company, or

(ii) by having the Company withhold such number of shares of Subject Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised. For such purposes, the value of the Subject Stock withheld will be calculated based on the Current Market Price of the Subject Stock on the trading day prior to the date on which this Warrant and the Notice of Exercise are delivered to the Company.

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three (3) Business Days after the date of exercise, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised.

(B) Notwithstanding Section 3(A), the ability to exercise the right to purchase Shares represented by this Warrant shall expire as set forth below:

(i) If the trading price of a share of Common Stock as reported on the New York Stock Exchange (or, if the Common Stock is not then-traded on the New York Stock Exchange, such other exchange upon or over the counter market in which the Common Stock is then-traded) exceeds $7.50 for any twenty (20) days of thirty (30) consecutive trading days, the Company shall send notice thereof to the Warrantholder. The right to purchase twenty five percent (25%) of the Shares originally represented by this Warrant (subject to adjustment as set forth in Section 13 through the date of exercise) shall expire at 5:00 p.m., New York City time, on the last day of the Mandatory Exercise Period specified in Section 3(C);

(ii) If the trading price of a share of Common Stock as reported on the New York Stock Exchange (or, if the Common Stock is not then-traded on the New York Stock Exchange, such other exchange upon or over the counter market in which the Common Stock is then-traded) exceeds $9.00 for any twenty (20) days of thirty (30) consecutive trading days, the Company shall send notice thereof to the Warrantholder. The right to purchase an additional twenty five percent (25%) of the Shares originally represented by this Warrant (subject to adjustment as set forth in Section 13 through the date of exercise) shall expire at 5:00 p.m., New York City time, on the last day of the Mandatory Exercise Period specified in Section 3(C);

(iii) If the trading price of a share of Common Stock as reported on the New York Stock Exchange (or, if the Common Stock is not then-traded on the New York Stock Exchange, such other exchange upon or over the counter market in which the Common Stock is then-traded) exceeds $10.50 for any twenty (20) days of thirty (30) consecutive trading days, the

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Company shall send notice thereof to the Warrantholder. The right to purchase the remaining fifty percent (50%) of the Shares originally represented by this Warrant (subject to adjustment as set forth in Section 13 through the date of exercise) shall expire at 5:00 p.m., New York City time, on the last day of the Mandatory Exercise Period specified in Section 3(C); and

(iv) For the avoidance of doubt, each of the events in clauses (i), (ii) and (iii) above may occur at the same time.

(C) The “Mandatory Exercise Period” shall mean the later of: (a) the 90^th day following the receipt by the Warrantholder of the notice from the Company specified in Sections 3(B)(i), (ii) or (iii), as applicable; (b) if the exercise of this Warrant is prohibited by law, five (5) Business Days after such prohibition has lapsed; or (c) if, prior to the date of the notice from the Company specified in Sections 3(B)(i), (ii) or (iii), as applicable, the Warrantholder has purchased any Capital Stock that would cause the exercise of this Warrant (whether pursuant to Section 3(A)(ii) or otherwise) to subject the Warrantholder to “short-swing” profit disgorgement pursuant to Section 16(b) of the Exchange Act, five (5) Business Days after the period during which such profit disgorgement would be required, not to exceed six (6) months after the date of such notice.

4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon exercise of this Warrant will be issued in such name or names as the Warrantholder may designate and will be delivered to such named Person or Persons within a reasonable time, not to exceed three Business Days after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder or taxes in respect of any transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the Business Day on which this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, and notwithstanding that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date. The Company will at all times reserve and keep available, out of its authorized but unissued Subject Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Subject Stock issuable upon exercise of this Warrant. The Company will, if the Subject Stock is listed on a stock exchange, (A) procure, at its sole expense, the listing of the Shares and other securities issuable upon exercise of this Warrant, subject to issuance or notice of issuance on all stock exchanges on which the Subject Stock is then listed or traded and (B) use commercially reasonable efforts to maintain a listing of such Shares after issuance. Nothing contained herein shall require the Company to list such Subject Stock if it is not then listed on a stock exchange. The Company will use reasonable best efforts to ensure that the Shares may be issued without violation of any law or regulation applicable to the Company or of any requirement of any securities exchange (if any) on which the Shares are listed or traded.

5. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional

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Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled to receive a cash payment equal to such fractional interest of the Current Market Price of the Subject Stock.

6. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7. Charges, Taxes and Expenses. Issuance to the Warrantholder of certificates for Shares upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.

8. Transfer/Assignment. Subject to compliance with the terms and conditions of the Stockholders Agreement, without obtaining the consent of the Company to assign or transfer this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 2. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Shares. The Company shall maintain a registry showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of an indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new warrant of like tenor and representing the right to purchase the same aggregate number of Shares as provided for in such lost, stolen, destroyed or mutilated Warrant.

11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding day that is a Business Day.

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12. Rule 144 Information. The Company covenants that it will use its commercially reasonable efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Warrantholder, use all commercially reasonable efforts to make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use commercially reasonable efforts to take such further action as any Warrantholder may reasonably request, in each case to the extent required from time to time to enable such holder to sell this Warrant without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Upon the written request of any Warrantholder, the Company will deliver to such Warrantholder a written statement as to whether it has complied with the requirements of such exemptions.

13. Adjustments and Other Rights. The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided that no single event shall be subject to adjustment under more than one subsection of this Section 13 so as to result in duplication:

(A) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company shall (i) declare a dividend or make a distribution on its Subject Stock in shares of Subject Stock, (ii) subdivide or reclassify the outstanding shares of Subject Stock into a greater number of shares, or (iii) combine or reclassify the outstanding Subject Stock into a smaller number of shares, the number of Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder after such date shall be entitled to purchase the number of shares of Subject Stock which such holder would have owned or been entitled to receive after such date had this Warrant been exercised immediately prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the issuance giving rise to this adjustment by (y) the new number of Shares issuable upon exercise of this Warrant determined pursuant to the immediately preceding sentence.

(B) Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Subject Stock (i) of shares of any class other than its Subject Stock, (ii) of evidence of indebtedness of the Company or any Company Subsidiary, (iii) of assets (excluding Ordinary Cash Dividends, and dividends or distributions referred to in Section 13(A)), or (iv) of rights or warrants, in each such case, the Exercise Price in effect prior thereto shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by a fraction determined by dividing (x) an amount equal to the difference resulting from (1) the number of shares of Subject Stock outstanding on such record date multiplied by the Current Market Price on such record date, less (2) the fair market value (as reasonably determined by the Board of Directors) of said shares or evidences of indebtedness or assets or rights or warrants to be so distributed, by (y) the number of shares of Subject Stock

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outstanding on such record date multiplied by the Current Market Price on such record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed. Notwithstanding anything contained herein, no adjustment to the Exercise Price or the number of Shares issuable upon exercise of this Warrant shall be made hereunder in connection with the rights offering of the Company to the Company’s stockholders as contemplated by the Investment Agreement.

(C) Certain Repurchases of Subject Stock. In case the Company effects a Pro Rata Repurchase of Subject Stock, then the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Subject Stock outstanding immediately before such Pro Rata Repurchase and (y) the Current Market Price of a share of Subject Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the number of shares of Subject Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Subject Stock so repurchased and (ii) the Current Market Price per share of Subject Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase. In such event, the number of shares of Subject Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence.

(D) Business Combinations. Subject to the Warrantholder’s rights in Section 14 of this Warrant, in case of any Business Combination or reclassification of Subject Stock (other than a reclassification of Subject Stock referred to in Section 13(A), any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or reclassification, shall be exchangeable for the number of shares of stock or other securities or property (including cash) to which the Shares issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled upon such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. In determining the kind and amount of

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stock, securities or the property receivable upon exercise of this Warrant after consummation of such Business Combination, if the holders of Subject Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the Warrantholder shall have the right to receive upon exercise of this Warrant the kind and amount of consideration received by the majority of holders of the Subject Stock that affirmatively made an election in connection with such Business Combination.

(E) Rounding of Calculations; Minimum Adjustments. All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Subject Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Subject Stock, or more.

(F) Timing of Issuance of Additional Subject Stock Upon Certain Adjustments. In any case in which the provisions of this Section 13 shall require that an adjustment shall become effective immediately after the record date for an event involving the issuance of additional Subject Stock, the Company may defer until the occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Subject Stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Subject Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount of cash in lieu of a fractional share of Subject Stock; provided, however, that the Company upon request shall deliver to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

(G) Adjustment for Unspecified Actions. If the Company takes any action affecting the Subject Stock, other than actions described in this Section 13, which in the opinion of the Board of Directors would materially adversely affect the exercise rights of the Warrantholder, the Exercise Price for this Warrant and/or the number of Shares received upon exercise of this Warrant shall be adjusted for the Warrantholder’s benefit, to the extent permitted by law, in such manner, and at such time, as the Board of Directors after consultation with the Warrantholder shall reasonably determine to be equitable in the circumstances. Failure of the Board of Directors to provide for any such adjustment will be evidence that the Board of Directors has determined that it is equitable to make no such adjustments in the circumstances.

(H) Statement Regarding Adjustments. Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

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(I) Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 13 (but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall give notice to the Warrantholder, in the manner set forth in Section 13(H), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least ten (10) days prior to the date so fixed, and in case of all other action, such notice shall be given at least fifteen (15) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

(J) No Impairment. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder hereunder.

(K) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 13, the Company shall take any action which may be necessary, including obtaining regulatory, New York Stock Exchange or stockholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Subject Stock that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 13.

(L) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Subject Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Subject Stock.

14. Fundamental Change.

(A) Upon the occurrence of a Preliminary Fundamental Change or Fundamental Change, the Warrantholder may deliver written notice thereof to the Company and, upon occurrence of a Fundamental Change, may cause the Company to purchase this Warrant, in whole or in part, at the higher of (i) the fair market value of this Warrant and (ii) a valuation based on a computation of the option value of this Warrant using the Black-Scholes calculation methods and making the assumptions described in the Black-Scholes methodology described in Exhibit A. Payment by the Company to the Warrantholder of such purchase price shall be due upon the occurrence of the Fundamental Change, subject to the mechanics described in the last

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paragraph of Exhibit A. At the election of the Company, all or any portion of such purchase price may be paid in cash or shares of Subject Stock valued at the Current Market Price of a share of Subject Stock as of (i) the last trading day prior to the date on which this payment occurs or (ii) the first date of the announcement of such Preliminary Fundamental Change or Fundamental Change (whichever is less), so long as such payment does not cause the Company to exceed the number of shares designated for the Subject Stock, fail to comply with applicable New York Stock Exchange requirements or the requirements of any Governmental Authority or cause the Warrantholder to be in violation of such regulations. To the extent that a payment in shares of Subject Stock would cause the Company to exceed the number of shares designated for the Subject Stock, or fail to comply with applicable New York Stock Exchange requirements or the requirements of any Governmental Authority or would cause the Warrantholder to be in violation of such regulations, once the maximum number of shares of Subject Stock that would not result in exceeding such number designated or the contravention of such regulations has been paid, the remainder of such purchase price may be paid, at the option of the Company and provided the issuance of securities would not cause the Warrantholder to be in violation of such regulations, in the form of cash or authorized and unissued equity securities of the Company having a fair market value on a fully-distributed basis equal to the value (determined as provided above) of the shares of Subject Stock that would have been issued to the Warrantholder in the absence of the limitation described in this sentence. The Company agrees that it will not take any action resulting in a Preliminary Fundamental Change or Fundamental Change in the absence of definitive documentation providing for such election right of the Warrantholder pursuant to this Section 14.

(B) After the Mandatory Conversion Date, upon the occurrence of a Preliminary Warrant Ride-Through Transaction or Warrant Ride-Through Transaction, the Company may deliver written notice thereof to the Warrantholder and, upon occurrence of a Warrant Ride-Through Transaction, may cause this Warrant to become exercisable (A) for such number of shares of common stock of the Acquirer determined by dividing (i) the number of shares of Common Stock into which the Shares would have been convertible immediately prior to the consummation of such Warrant Ride-Through Transaction multiplied by the cash price to be paid for each share of such Common Stock in the Warrant Ride-Through Transaction (or if any consideration other than cash is to be paid, the fair market value of such consideration as determined by the Board of Directors in good faith) (such cash price plus any other consideration, the “Common Consideration”) by (ii) the average Current Market Price of the Acquirer’s common stock over the ten (10) trading days prior to the first public announcement of such Warrant Ride-Through Transaction (the “Acquirer Price”) and (B) at an Exercise Price of equal to the Exercise Price immediately prior to the consummation of such Warrant Ride-Through Transaction divided by the number of shares of Common Stock then issuable upon conversion of a share of Series B Preferred Stock multiplied by a fraction the numerator of which is the Acquirer Price and the denominator of which is the Common Consideration; provided that if, in any such Warrant Ride-Through Transaction, at least 75% of the Common Stock outstanding immediately prior to the consummation of such Warrant Ride-Through Transaction is converted into common stock of the Acquirer, the terms of this Section 14(B) shall not apply and this Warrant shall continue to be exercisable in accordance with its terms subject to adjustment as set forth in Section 13(D). Prior to the consummation of any Warrant Ride-Through Transaction, the Company shall provide written notice to the Warrantholder setting forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the

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Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. The Company agrees that it will not take any action resulting in a Preliminary Warrant Ride-Through Transaction or Warrant Ride-Through Transaction in the absence of definitive documentation providing for adjustments to this Warrant and the assumption by the Acquirer of the Company’s obligations under this Warrant pursuant to this Section 14(B).

(C) Notwithstanding Section 14(A) or 14(B), if a Mandatory Conversion Date has occurred, then the terms of Section 14 shall expire and no longer be of any force and effect following the earlier of (i) the second anniversary of the Closing of the Rights Offering (as defined in the Investment Agreement), or (ii) March 15, 2011.

15. Governing Law. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of New York and for all purposes shall be construed in accordance with and governed by the laws of New York, without giving effect to conflict of laws principles.

16. Attorneys’ Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder as the holder of this Warrant relating hereto, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses incurred in enforcing this Warrant.

17. Amendments. This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Warrantholder.

18. Notices. All notices hereunder shall be in writing and shall be effective (A) on the day on which delivered if delivered personally or transmitted by telecopier with evidence of receipt, (B) one Business Day after the date on which the same is delivered to a nationally recognized overnight courier service with evidence of receipt, or (C) five Business Days after the date on which the same is deposited, postage prepaid, in the U.S. mail, sent by certified or registered mail, return receipt requested, and addressed to the party to be notified at the address indicated below for the Company, or at the address for the Warrantholder set forth in the registry maintained by the Company pursuant to Section 9, or at such other address and/or telecopy number and/or to the attention of such other Person as the Company or the Warrantholder may designate by ten-day advance written notice.

19. Prohibited Actions.

(A) Notwithstanding anything in this Warrant to the contrary, in no event shall the Company be required to deliver upon exercise, exchange, termination, repurchase or other similar events of this Warrant in excess of 1,500,000 Shares (subject to any adjustments to the number of Shares issuable upon exercise of this Warrant provided in Section 13) (the “Aggregate Share Cap”). For the avoidance of doubt, under no circumstances will the Company be required to deliver cash in lieu of any Shares otherwise deliverable hereunder in excess of the Aggregate Share Cap.

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(B) The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Subject Stock issuable after such action upon exercise of this Warrant, together with all shares of Subject Stock then outstanding and all shares of Subject Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Subject Stock then authorized by its certificate of incorporation.

20. Entire Agreement. This Warrant and the forms and exhibits attached hereto, and the Stockholder Agreement, contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

Dated: June 27, 2008

STANDARD PACIFIC CORP.
By:	/s/ Andrew H. Parnes
	Name:	Andrew H. Parnes
	Title:	Executive Vice President – Finance and Chief Financial Officer
Attest:
By:	/s/ Clay A. Halvorsen
	Name:	Clay A. Halvorsen
	Title:	Executive Vice President, General Counsel & Secretary
Address: Standard Pacific Corp. 15326 Alton Parkway Irvine, CA 92618 Fax: (949) 789-1608 Attention: General Counsel

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[Form Of Notice Of Exercise]

Date:                             

TO: STANDARD PACIFIC CORP.

RE: Election to Subscribe for and Purchase Subject Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Subject Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, concurrently herewith is paying the aggregate Exercise Price for such shares of Subject Stock in the manner set forth below. If applicable, a new warrant evidencing the remaining shares of Subject Stock covered by such Warrant, but not yet subscribed for and purchased, should be issued in the name set forth below. If the new warrant is being transferred without registration under the Securities Act, an opinion of counsel, that the Company has determined to be satisfactory, is attached hereto opining that such proposed transfer of the Warrant does not require registration under the Securities Act.

Number of Shares of Subject Stock:

Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(A)(ii) of the Warrant):

Name and Address of Person to be Issued New Warrant:

Holder:

By:

Name:

Title:

WARRANTHOLDER

By:

Name:

Title:

17

EXHIBIT A

Black-Scholes Assumptions

For the purpose of this Exhibit A:

“Acquiror” means (A) the third party that has entered into definitive document for a transaction, or (B) the offeror in the event of a tender or exchange offer, which could reasonably result in a Fundamental Change upon consummation.

Underlying Security Price:	•        In the event of a merger or acquisition, (A) in the event of an “all cash” deal, the cash per share offered to the Company’s stockholders by the Acquiror; (B) in the event of an “all stock” deal, (1) in the event of a fixed exchange ratio transaction, the product of (i) the average of the Current Market Price of the Acquiror’s Common Stock for the ten (10) trading day period ending on the day preceding the date of the Preliminary Fundamental Change and (ii) the number of Acquiror’s shares being offered for one share of Subject Stock and (2) in the event of a fixed value transaction, the value offered by the Acquiror for one share of Subject Stock; (C) in the event of a transaction contemplating various forms of consideration for each share of Subject Stock, the cash portion, if any, shall be valued as clause (A) above and the stock portion shall be valued as clause (B) above and any other forms of consideration shall be valued by the Board of Directors of the Company in good faith, without applying any discounts to such consideration.
	•        In the event of all other Fundamental Change events, the average of the Current Market Price of the Subject Stock for the five trading day period beginning on the date of the Preliminary Fundamental Change.
Exercise Price:	The Exercise Price as adjusted and then in effect for the Warrant.
Dividend Rate:	The Company’s annualized dividend yield as of the date of the Preliminary Fundamental Change in the event of a Fundamental Change (the “Reference Date”).
Interest Rate:	The applicable U.S. 5-year treasury note risk free rate as of the Reference Date.
Model Type:	Black-Scholes
Exercise Type:	American
Put or Call:	Call

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Trade Date:	The Reference Date
Expiration Date:	Expiration Time
Settle Date:	The Reference Date
Exercise Delay:	0
Volatility:	The average daily volatility over the previous twelve months for the Common Stock as listed by Bloomberg L.P., as of the Reference Date

Such valuation of the Warrant based on the Black-Scholes methodology shall not be discounted in any way. If the Warrantholder disputes such Black-Scholes valuation pursuant to this Exhibit A as calculated by the Company, the Company and the Warrantholder will choose a mutually-agreeable firm to compute the valuation of the Warrant using the guidelines above, and such valuation shall be final. The fees and expenses of such firm shall be borne equally by the Company and the Warrantholder.

The Company covenants that it will not close a Fundamental Change transaction or otherwise facilitate the closing of a tender or exchange offer as referenced above until giving the Warrantholder at least five (5) Business Days prior to the consummation of such Fundamental Change to sell or distribute the Subject Stock to be received upon exercise of the Warrant and will use commercially reasonable efforts to cooperate with the Warrantholder to ensure that there is either (i) an effective registration statement available to facilitate the sale of Common Stock (if any) underlying such Subject Stock during such five (5) Business Day period or (ii) an effective opportunity provided in the case of a tender or exchange offer as referenced above to tender such shares in to the offer.

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EX-10.2

Exhibit 10.2

AMENDMENT NO. 1

TO

INVESTMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) is entered into as of June 27, 2008, between MP CA Homes LLC, a Delaware limited liability company (the “Investor”) and Standard Pacific Corp., a Delaware corporation (including its successors, the “Company”), for the purpose of amending that certain Investment Agreement, dated as of May 26, 2008 (the “Agreement”), between the Investor and the Company.

Whereas, after consultation with The New York Stock Exchange the parties desire to amend the Agreement to (i) provide for certain adjustments to the contemplated fees payable in connection with the Transactions, and (ii) to address certain other matters as set forth herein.

Now, Therefore, in consideration of the mutual promises and covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used in this Amendment shall have the same meanings given to them in the Agreement unless otherwise indicated.

2. Commitment Fee Shares.

(a) The definition of “Commitment Fee Shares” in Section 1.1 of the Agreement is hereby deleted in its entirety.

(b) Section 2.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

(c) Intentionally Deleted.

(c) The references to the Commitment Fee Shares in the Agreement are hereby deleted in their entirety from: (i) the definition of Company Securities in Section 1.1 of the Agreement; (ii) Section 2.4(a)(i) of the Agreement; and (iii) Section 5.6(c) of the Agreement.

3. First Closing. Subject to the terms and conditions of the Agreement, the First Closing shall occur on the date agreed upon by the parties for this purpose. The parties desire to confirm that the First Closing Transactions set forth in Sections 2.1(a), (b) and (d) of the Agreement shall occur consecutively in the order set forth in Section 2.1, and shall not be deemed to be consummated concurrently. For the avoidance of doubt, the parties will not exchange the Exchange Notes for the Warrant until after the Subject Senior Preferred Shares have been purchased by the Investor.

4. Advisory Fee. The following provision is hereby added immediately following Section 5.7 of the Agreement:

Section 5.8 Advisory Fee

“At the First Closing, and subject to consummation of the First Closing, the Company shall pay, in cash, an advisory fee of $6,100,000 to MatlinPatterson Global Advisers LLC, by wire transfer of immediately available US funds.”

5. Exhibits. The form of documents attached to the Agreement as Exhibit A (Form of Senior Preferred Stock Certificate of Designations), Exhibit B (Form of Junior Preferred Stock Certificate of Designations), Exhibit C (Form of Warrant), Exhibit D (Form of Stockholders Agreement), Exhibit E (Form of New Charter) and Exhibit F (Form of Amended and Restated Bylaws) are hereby deleted in their entirety and replaced with the form of documents attached hereto as Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E and Exhibit F.

6. Continuing Full Force and Effect. Except as amended hereby, the Agreement remains in full force and effect.

7. Governing Law. This Amendment shall be governed in all respects by the laws of the State of New York, without giving effect to the conflict of laws rules thereof to the extent such rules would require or permit the application of the laws of another jurisdiction.

8. Counterparts. This Amendment may be executed in several counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

[Signature Page Follows]

2

In Witness Whereof, the parties have duly executed this Amendment as of the date first above written.

MP CA HOMES LLC
By:	/s/ Lawrence M. Teitelbaum
	Name:	Lawrence M. Teitelbaum
	Title:	Vice President
STANDARD PACIFIC CORP.
By:	/s/ Clay A. Halvorsen
	Name:	Clay A. Halvorsen
	Title:	Executive Vice President, General Counsel & Secretary

EX-10.3

Exhibit 10.3

Dated as of June 27, 2008

STANDARD PACIFIC CORP.

and

MP CA HOMES LLC

STOCKHOLDERS AGREEMENT

TABLE OF CONTENTS

1	Definitions	1
2	Corporate Governance	6
3	Standstill Provisions	10
4	Restrictions on Transfers of Capital Stock; Required Repurchases	12
5	Prohibited Acquisitions and Circumstances Permitting Acquisitions	16
6	Legends; Securities Law Compliance	16
7	Registration Rights	17
8	Miscellaneous	29

STOCKHOLDERS AGREEMENT

Stockholders Agreement, dated as of June 27, 2008 (this “Agreement”), by and between Standard Pacific Corp., a Delaware corporation (including successors, the “Company”), and MP CA Homes LLC, a Delaware limited liability company (including successors, the “Investor”).

W I T N E S S E T H:

Whereas, the Company and the Investor entered into that certain Investment Agreement, dated as of May 26, 2008 (as amended from time to time, the “Investment Agreement”);

Whereas, upon the First Closing Date (as defined in the Investment Agreement), the Investor will own 381,250 shares of Senior Preferred Stock (as defined in the Investment Agreement) and a Warrant (as defined in the Investment Agreement) to acquire 272,670 shares of Senior Preferred Stock;

Whereas, upon consummation of the transactions contemplated by the Second Closing Date (as defined in the Investment Agreement), if any Rights Offering Shares (as defined in the Investment Agreement) remain unpurchased, the Investor shall (depending on whether the Company Stockholder Approval (as defined in the Investment Agreement) has already been obtained), purchase additional shares of Senior Preferred Stock or Junior Preferred Stock (as defined in the Investment Agreement); and

Whereas, the parties believe that it is in the best interests of the Company and its stockholders to set forth their agreements on certain matters.

Now, Therefore, in consideration of the mutual covenants and obligations set forth in this Agreement, and other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1 Definitions

1.1 Definitions of Certain Terms

For purposes of this Agreement, the following terms have the indicated meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. As used in this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of securities, partnership interests or by contract or otherwise. Notwithstanding the foregoing, solely for purposes of this Agreement, the directors and officers of the Company or any of its Subsidiaries shall not, solely as a result of holding such office, be deemed Affiliates of the Investor. With respect to the Investor, the term “Affiliate” shall also include its general partner or investment manager or similar Person, and any other entity with the same general partner or investment manager or similar Persons. For the avoidance of doubt, no Person shall be deemed the Affiliate of any other

1

Person merely by virtue of holding an ownership interest of 10% or more in such Person, or pursuant to any other presumption regarding “affiliate” status.

“Acquisition Proposal” means any Business Combination or the acquisition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole.

“beneficially own” has the meaning given such term in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this Agreement such Person or Group shall be deemed to have “beneficial ownership” of all shares that any such Person or Group has the right to acquire, whether such right is exercisable immediately or only after the passage of time. The terms “beneficially owned” and “beneficial owner” shall have meanings correlative of the foregoing. For the avoidance of doubt, no shares of Voting Stock held by officers or directors of the Company shall be deemed to be beneficially owned by the Investor or its Affiliates, solely as a result of such officer or director holding such office.

“Board” means the board of directors of the Company.

“Business Combination” means the sale or transfer, in one transaction or a series of related transactions of Voting Stock, to any Person or Group, who after such transaction hold more than fifty percent (50%) of the outstanding voting power of Voting Stock, whether directly or indirectly, by means of any stock sale, merger, consolidation, share exchange, recapitalization, reclassification or other business combination transaction.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by applicable law to close.

“Bylaws” means the Amended and Restated Bylaws of the Company, as amended from time-to-time, or similar governing document (or any similar governing document of any successor).

“Capital Stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of the Company, including the Warrant, any Common Stock or any preferred stock of the Company, but excluding any debt securities convertible into such equity.

“Charter” means the Amended and Restated Certificate of Incorporation of the Company, as amended from time-to-time (or any similar governing document of any successor).

“Change of Control” means (i) the MatlinPatterson Entities collectively no longer beneficially own, directly or indirectly, seventy percent (70%) or more of the voting equity interests of the Investor, or (ii) any Person or Group (other than a MatlinPatterson Entity or its Affiliates) directly or indirectly controls the Investor.

“Common Stock” means the common stock of the Company, par value $.01 per share.

2

“Company” is defined in the preamble to this Agreement.

“Confidential Information” is defined in Section 4.5.1.

“Demand Registration” is defined in Section 7.2.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, in each case as in effect from time to time.

“Governmental Authority” means any international, supranational or national government, any state, provincial, local or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the United States or a foreign nation or jurisdiction, any State of the United States or any political subdivision of any thereof, any court, tribunal or arbitrator, or any self-regulatory organization.

“Group” has the meaning given such term in Section 13(d)(3) and Rule 13d-3 of the Exchange Act.

“Holdback Period” means, with respect to any registered offering by the Company, (1) ninety (90) days after and during the ten (10) days before, the effective date of the related Registration Statement or, in the case of a takedown from a shelf registration statement, ninety (90) days after the date of the final prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed ten days) as the Company has given reasonable written notice to the Holder or (2) such shorter period as the Investor, the Company and the underwriter of such offering, if any, shall agree.

“Holder” means any Person holding Registrable Securities.

“Holders’ Counsel” is defined in Section 7.9.2.

“Independent Directors” mean those members of the Board who are not Investor Directors.

“Investor” is defined in the preamble to this Agreement.

“Investor Director” is defined in Section 2.2.2.

“Investor Transaction” means any transaction between the Company or its Subsidiaries on the one hand and the Investor or its Affiliates on the other, in which the Investor or its Affiliates have an interest distinct from that of the other stockholders of the Company.

“Junior Preferred Stock” has the meaning given such term in the Investment Agreement.

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“MatlinPatterson Entities” means MatlinPatterson Global Advisers LLC, MatlinPatterson Global Opportunities Partners III L.P. and MatlinPatterson Global Opportunities Partners (Cayman) III L.P.

“Non-Management Independent Directors” mean those Independent Directors who are not officers or employees of the Company or any of its Subsidiaries.

“Notice” is defined in Section 8.1.1.

“Permitted Affiliate” means any Person who is an Affiliate of the Investor, provided that if such Person has more than one Affiliate, by virtue of more than one Person directly or indirectly controlling such Person, the primary Person controlling the investment and management decisions of such Person shall be a MatlinPatterson Entity or a Permitted Affiliate of such Persons.

“Person” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization, Governmental Authority or other legal entity.

“Piggyback Registration” is defined in Section 7.7.1.

“Investment Agreement” is defined in the recitals to this Agreement.

“Registration Request” is defined in Section 7.2.

“Registrable Securities” means (i) any and all shares of Common Stock, including Common Stock issued or issuable pursuant to the conversion, exercise or exchange of other securities, rights, options or warrants, beneficially owned by the Investor, whether owned on the date hereof or acquired hereafter, (ii) any and all shares of Common Stock issued or issuable (directly or indirectly) pursuant to the conversion, exercise or exchange of the Senior Preferred Stock, (iii) the Warrant, (iv) the Senior Preferred Stock, and (v) any and all shares of Common Stock issued or issuable with respect to the securities referred to in clauses (i) - (iii) by way of stock dividend or a stock split or in connection with any combination of shares, recapitalization, merger, consolidation or other reorganization; provided that securities shall cease to be Registrable Securities when: (a) a registration statement covering such Registrable Securities has been declared effective under the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective registration statement, (b) with respect to any Holder the entire amount of the Registrable Securities held by such Holder may be sold in a single sale pursuant to Rule 144, (c) such Registrable Securities have been sold in a sale pursuant to Rule 144, or (d) the Registrable Securities are Transferred to a Person not entitled to the registration rights granted by this Agreement.

“Registration Expenses” is defined in Section 7.9.1.

“Registration Statement” means the prospectus and other documents filed with the SEC to effect a registration under the Securities Act.

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“Repurchase Transaction” is defined in Section 4.4.

“Rights Offering” has the meaning given to such term in the Investment Agreement.

“Rights Plan” means the Amended and Restated Rights Agreement, dated as of July 24, 2003, by and between the Company and Mellon Investor Services LLC, as amended from time to time.

“SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, in each case as in effect from time to time.

“Senior Preferred Stock” has the meaning given such term in the Investment Agreement.

“Short-Form Registration” is defined in Section 7.1.

“Subsidiary” has the meaning given such term in the Investment Agreement.

“Surviving Company Merger” shall mean any Business Combination (i) where the transaction has been approved by a unanimous vote of the entire Board or (ii) where the holders of Voting Stock prior to such transaction will beneficially own (solely for the purpose of this definition, as determined pursuant to Rule 13d-3 or Rule 13d-5 of the Exchange Act) in the aggregate at least fifty percent (50%) of the total voting power of the surviving company’s voting stock immediately after giving effect to such transaction.

“Transaction” has the meaning given such term in the Investment Agreement.

“Transfer” means any transfer, sale, assignment, donation, option, pledge, lien, hypothecation or other disposition or encumbrance, whether directly or indirectly, by operation of law or otherwise, or any agreement to do any of the foregoing.

“Voting Stock” means securities of any class of Capital Stock of the Company 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.

“Warrant” means the warrant issued pursuant to Section 2.1(b) of the Investment Agreement.

1.2 Headings; Table of Contents

Headings and table of contents should be ignored in construing this Agreement.

1.3 Singular, Plural, Gender

5

In this Agreement, unless the context otherwise requires, references to one gender include all genders and references to the singular include the plural and vice versa.

1.4 Interpretation

In this Agreement, unless the context otherwise requires, any reference to “including” or “in particular” shall be illustrative only and without limitation.

2 Corporate Governance

2.1 Size of Board. Upon the First Closing (as defined in the Investment Agreement), the authorized number of directors on the Board shall be eleven (11), subject to increase or decrease by the Board from time-to-time, in accordance with the Charter, the Bylaws and this Agreement, provided that the Board shall use its reasonable best efforts to have an authorized number of directors that is an odd number. Upon the Company Shareholder Approval, the Board shall only have one (1) class.

2.2 Investor Representatives.

2.2.1 Subject to compliance with the requirements of Section 2.2.4, upon the First Closing, the members of the Board shall elect and appoint up to three (3) persons designated by the Investor to the Board as Investor Directors. Thereafter until the Company Stockholder Approval, and subject to Section 2.2.5, the Investor shall be entitled to designate three (3) persons for nomination at each meeting of the Company’s stockholders held for the election of directors.

2.2.2 Subject to compliance with the requirements of Section 2.2.4, from and after the Company Stockholder Approval, so long as the Investor, together with its Affiliates, owns total voting power of Voting Stock representing at least ten percent (10%) of the total voting power of Voting Stock (which for this purpose shall not include Voting Stock that the Investor or its Affiliates have the right to acquire), the Investor shall be entitled to designate such number of directors (rounded up to the nearest whole person) to serve on the Board as would be proportionate to the total voting power of Voting Stock beneficially owned by the Investor, together with its Affiliates (each director designated by the Investor, including the directors initially designated pursuant to Section 2.2.1, an “Investor Director”); provided that the Investor Directors shall never exceed one person less than a majority of the directors then-serving on the Board. Upon the Company Stockholder Approval, the members of the Board shall elect and appoint to the Board the additional Investor Directors designated by the Investor and shall do so by filling a vacancy on the Board by either having then-serving members of the Board (other than Investor Directors) resign or by increasing the authorized number of directors on the Board.

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2.2.3 The Company shall cause the nomination of each Investor Director (to the extent that such Investor Director would be up for election at such time) in connection with any subsequent proxy statement or information statement pursuant to which the Company intends to solicit stockholders with respect to the election of directors and to have the Board recommend in connection with such subsequent proxy statement or information statement that the stockholders of the Company vote for the election of each Investor Director up for election at such time.

2.2.4 The election and appointment of each Investor Director shall be subject to all legal requirements and the Company’s reasonable governance standards regarding service as a director of the Company and to the reasonable approval of the Nominating and Corporate Governance Committee of the Board; provided that the Company shall use reasonable efforts to seek such approval in a reasonably prompt manner and in no event later than the next regularly scheduled meeting of such committee following the delivery of notice from the Investor to the Company designating an Investor Director. In addition, unless otherwise approved by a majority of the Non-Management Independent Directors, no Investor Director shall be an officer or director of (i) any Person that competes to any significant extent with the business of the Company or its Subsidiaries in the geographic areas in which they operate, (ii) another company that has a class of equity securities registered with the SEC and that is engaged in substantial homebuilding or land development activities within the United States, or (iii) a company that does not have a class of equity securities registered with the SEC and that has annual revenues (in its most recently completed fiscal year) from homebuilding and land development activities within the United States of more than $200 million; provided, that, no manager, member, partner, employee, or consultant of or to any of the MatlinPatterson Entities shall be excluded from serving as an Independent Director solely due to the fact that such manager, member, partner, employee, or consultant is Affiliated or associated with the MatlinPatterson Entities.

2.2.5 If prior to the end of the term of any member of the Board that is an Investor Director, a vacancy in the office of such director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled by the Investor with another Investor Director, and the Investor shall have the right to replace any Investor Director, at any time, with or without cause.

2.2.6 From and after the Company Stockholder Approval, upon the Investor and its Affiliates ceasing to beneficially own the percentage of the total voting power of Voting Stock required to entitle the Investor to designate, pursuant to Section 2.2.2, the number of Investor Directors then so designated, the Company may request that the requisite number of Investor Directors then-serving on the Board resign as directors, and the

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Investor shall cause such Investor Directors to resign immediately from the Board, so that the number of Investor Directors shall equal the number that the Investor is then entitled to designate under Section 2.2.2. A majority of the Independent Directors shall have the right to fill any vacancy resulting therefor.

2.3 Committees and Subsidiary Boards.

2.3.1 Each committee of the Board (other than the Audit Committee or any committee of Independent Directors formed to consider any Investor Transaction) shall contain at least one (1) Investor Director and such additional number as may be agreed by the Independent Directors and the Investor. Notwithstanding the foregoing, any executive or similar committee of the Board shall contain such numbers of the Investor Directors so that the number of Investor Directors on such committee shall be as nearly as possible proportional to the total number of Investor Directors on the Board; provided that the Investor Directors shall never exceed one person less than a majority of the directors then-serving on such committee.

2.3.2 The board of each Subsidiary (and committees thereof, if any) of the Company shall contain up to one (1) Investor Director.

2.4 Independent Directors.

2.4.1 The Investor shall use its reasonable best efforts to take and cause to be taken all necessary action to elect to the Board the Independent Directors nominated by the Nominating and Governance Committee; provided that the Investor and its Affiliates shall vote any Voting Stock beneficially owned by the Investor and its Affiliates, in favor of or withhold authority for such nominees in the same proportion as all of the stockholders of the Company (other than the Investor and its Affiliates) vote their shares of Voting Stock at any special or annual meeting of stockholders of the Company or in connection with any other vote relating to the election of directors.

2.4.2 To the extent that the Board does not have a majority of independent directors, as defined under the NYSE Listed Company Manual, then the Investor shall replace one of the Investor Directors on the Board with a person meeting the requirements of an independent director under such NYSE rules to enable the Company to comply with such rules. For the avoidance of doubt, the Company shall not be required to remove the Chief Executive Officer from the Board to comply with such NYSE rules.

2.4.3 To the extent that any committee of the Board (A) is required hereunder to include one or more Investor Directors on such committee, and (B) such committee is required under the NYSE Listed Company Manual to be

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comprised solely of independent directors, as defined under the NYSE Listed Company Manual, if there are insufficient Investor Directors who are independent and otherwise eligible and available to be a member of such committee, then the Investor shall either (i) waive its right to have Investor Directors on such committee, to the extent that such Investor Directors are ineligible to be a member of such committee, or shall replace one or more of the Investor Directors with persons meeting the requirements of an independent director under such NYSE rules to enable the Company to comply with such rules.

2.5 Quorum. The quorum required for the transaction of business by the Board shall include at least one (1) Investor Director, so long as at least one (1) Investor Director is serving on the Board, provided, however, that a meeting of the Board shall not require the presence of an Investor Director to constitute a quorum for such meeting in the event that each of the Investor Directors shall have failed to attend a duly called Board meeting relating to the same subject matter and such meeting is adjourned and each of the Investor Directors shall have failed to attend the duly adjourned Board meeting, which is at least two (2) Business Days thereafter and the Independent Directors have received notice of such adjournment as would be required for a separately called meeting.

2.6 Amendments. Neither the Charter nor the Bylaws shall be amended in a manner inconsistent with the terms of this Agreement without the consent of the Investor.

2.7 Corporate Opportunities. It is understood and accepted by the parties that the Investor Directors and the Investor, and their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees, may have interests in other business ventures which may be in conflict with the activities of the Company and its Subsidiaries and that, subject to applicable law and the provisions of Section 2.2.4, nothing in this Agreement shall limit the respective current or future business activities of the Investor Directors and the Investor, or any of their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees, whether or not such activities are competitive with those of the Company and its Subsidiaries; provided, however, that the Investor Directors and the Investor shall remain subject to the obligations concerning Confidential Information set forth in this Agreement. Each of the parties acknowledges that corporate and investment opportunities may from time to time come to the attention of the Investor Directors and the Investor, and their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees. Subject to the provisions of the Charter, and the continued compliance by the Investor Directors and the Investor, and their Affiliates, with the obligations concerning Confidential Information set forth in this Agreement, the Company on its own behalf and on behalf of each of its Subsidiaries renounces such opportunities, provided that such opportunities came to the attention of such Persons other than as a result of their position with the Company or that of their Affiliates with the Company, and acknowledges (i) that the

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Company and its Subsidiaries have no interest in any of such activities of the Investor Directors or the Investor, or those of their respective Affiliates, or those of their respective officers, directors, managers, stockholders, members, partners or employees, (ii) that the Investor Directors and the Investor, and their respective Affiliates, and their respective officers, directors, managers, stockholders, members, partners or employees, are not obligated to present such opportunities to the Company or its Subsidiaries and (iii) that the Investor Director and the Investor, and their respective Affiliates, and their respective, officers, directors, managers, stockholders, members, partners or employees, may invest in and, except for Investor Directors, may serve on boards of directors or similar governing bodies of Persons competing with Company or its Subsidiaries or Persons that have a material economic relationship with the Company or its Subsidiaries. Nothing in this Agreement, express or implied, shall relieve any officer or director of the Company or any of its Subsidiaries, including the Investor Directors, of any fiduciary duty or other duties or obligations they may have to the Company’s and/or such Subsidiaries’ stockholders.

2.8 Preapproval. Except as expressly permitted hereunder, notwithstanding anything to the contrary herein, any proposed Investor Transaction, other than the Transaction, must be pre-approved by a majority of the Non-Management Independent Directors.

3 Standstill Provisions

The Investor shall not, and shall cause its Affiliates to not, whether acting alone or in concert with others:

3.1 make, initiate, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Voting Stock in any way that is inconsistent with the provisions of this Agreement or with the recommendations of the Board with respect to such matter, except as approved by the Independent Directors;

3.2 become or induce or attempt to induce any Person to become a “participant” in any “election contest” (as such terms are defined or used in Regulation 14A promulgated under the Exchange Act) in opposition to a Board slate of the Company nominated by the Board;

3.3 call, or in any way participate in a call for, any special meeting of stockholders of the Company;

3.4 request, or take any action to obtain or retain any list of holders of any securities of the Company;

3.5 initiate or propose the approval of one or more shareholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or

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attempt to induce any other Person to initiate or propose any shareholder proposal with respect to the Company;

3.6 except in accordance with Section 2, seek election to or seek to place a representative on the Board or except in connection with the termination of an executive employment contract seek the removal of any member of the Board;

3.7 (i) solicit, seek to effect, encourage, negotiate with or provide non-public information to any other Person with respect to, (ii) make any statement or proposal, whether written or oral, to the Board or any director or officer of the Company with respect to or (iii) otherwise make any public announcement or proposal whatsoever with respect to, any form of Business Combination (with any Person), involving the Company, or any extraordinary dividend or liquidation of the Company, or the acquisition of a substantial portion of the equity securities or assets of the Company or any Subsidiary of the Company; provided, however, that the foregoing shall not (x) apply to any discussion between or among the Investor and the Company or any of their respective Affiliates, officers, employees agents or representatives or (y) in the case of clause (ii) above, be interpreted to limit the ability of the Investor, or any Investor Director to make any such statement or proposal or to discuss any such proposal with any officer or director of or advisor of the Company or advisor to the Board unless, in either case, it would reasonably be expected to require the Company to make a public announcement regarding such discussion, statement or proposal;

3.8 form, join or in any way participate in or encourage the formation of a Group with respect to any Voting Stock, other than a Group consisting solely of the Investor, the Company and their Affiliates; except in connection with an Acquisition Proposal in accordance with Section 5, provided, that, neither the Investor nor its Affiliates shall in any case form, join or participate in or encourage the formation of any Group of which the members, together with all of such members’ respective Affiliates, will, together with the Investor and its Affiliates, beneficially own at least fifty percent (50%) or more of the total Voting Stock;

3.9 enter into a short position with respect to Capital Stock or grant any option to purchase or acquire any right to dispose of for value of any shares of Capital Stock or any securities convertible into or exercisable or exchangeable for, or warrants to purchase, any shares of Capital Stock, or enter into any swap, hedge or other agreement that transfers, in whole or in part, the economic risk of ownership of the Capital Stock;

3.10 except in compliance with Section 4.2.1, deposit any Voting Stock into a voting trust or subject any such Voting Stock to any arrangement or agreement with respect to the voting thereof, other than any such trust, arrangement or agreement (i) the only parties to, or beneficiaries of, which are the Investor, the Company or their Affiliates and (ii) the terms of which do not require or permit any party thereto to act in a manner inconsistent with this Agreement;

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3.11 publicly disclose any intention, plan or arrangement inconsistent with the terms of this Agreement, or make any such disclosure privately if it would reasonably be expected to require the Company to make a public announcement regarding such intention, plan or arrangement;

3.12 except in connection with a transaction in compliance with Section 5.1 or Section 5.2, make any filing public with any Governmental Authority, including the SEC, or make any other public statement that the Investor or its Affiliates, individually or together, own more than 49% of the voting power of the Voting Stock, or that is otherwise inconsistent with this Agreement;

3.13 except as approved by the Independent Directors, take any action or solicit any action by written consent with respect to any Voting Stock, other than a written consent solely executed under Section 12(b) of the Company’s certificate of designations for the Senior Preferred Stock or Section 12(b) of the Company’s certificate of designations for the Junior Preferred Stock;

3.14 except as specifically permitted by this Agreement (including through action of the Investor Directors in their capacity as members of the Board, or, except as otherwise specifically required by this Agreement, voting shares of Voting Stock, in the sole discretion of the Investor), otherwise act to control or influence the Company or its management, Board, policies or affairs; or

3.15 request the Board to waive any of the obligations of the Investor set forth in the foregoing.

Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent the Investor or its Affiliates from proposing investment, acquisition and other strategic opportunities to the Company from time-to-time for the consideration of the Company and the Board, including (if the Investor or its Affiliates have an interest distinct from that of the other stockholders of the Company) to the Independent Directors, a special committee of the Board comprised of Independent Directors or similar process, provided that the fact that such proposal has been made would not (in itself) reasonably be expected to require the Company to make a public announcement regarding such proposal.

4 Restrictions on Transfers of Capital Stock; Required Repurchases

4.1 Prior to the earlier of (i) the second anniversary of the closing of the Rights Offering, or (ii) March 15, 2011, the Investor shall not, and shall cause its Affiliates to not, Transfer, directly or indirectly, any Capital Stock, except for a Transfer to any Permitted Affiliate which expressly agrees in writing with the Company to be bound by this Agreement, and if such Permitted Affiliate shall thereafter no longer be a Permitted Affiliate of the Investor, then such Affiliate shall Transfer such Capital Stock that was the subject of such Transfer back to the Investor or a then Permitted Affiliate of the Investor; provided, that the Investor shall not be prohibited from “net exercising” the Warrant in accordance with its

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terms, and in connection with such exercise, if such exercise is a mandatory conversion under the terms of the Warrant, the Investor may transfer an amount of Capital Stock received upon exercise to any Person, who is not a Permitted Affiliate of the Investor, in a cash sale in an amount equal to any taxes that the Investor may incur upon exercise of the Warrant, so long as such Transfer otherwise complies with Section 4.2.

4.2 From and after the earlier of (i) the second anniversary of the closing of the Rights Offering, or (ii) March 15, 2011, the Investor shall not, and shall cause its Affiliates to not, Transfer, directly or indirectly, any Capital Stock, except for a Transfer that complies with any of the following subsections:

4.2.1   to any Permitted Affiliate;

4.2.2   to any Person such that, after such Transfer, such Person, together with its Affiliates, will not beneficially own voting power of Voting Stock constituting fifteen percent (15%) or more of the total voting power of Voting Stock;

4.2.3   in a bona fide pledge of such Capital Stock to a financial institution to secure borrowings as permitted by applicable laws, rules and regulations;

4.2.4   to underwriters in connection with an underwritten public offering of such Capital Stock on a firm commitment basis registered under the Securities Act pursuant to which the sale of such Capital Stock will be in a manner to effect a broad distribution;

4.2.5   to the Company or one of its wholly-owned Subsidiaries; or

4.2.6   to any Person in connection with an Acquisition Proposal consummated with any Person, who (i) is not an Affiliate of the Investor and which Acquisition Proposal is approved by a majority of the Board, or (ii) a Surviving Company Merger, in which the Investor and its Affiliates and the other non-affiliated public company shareholders all hold the same relative proportion of interests in the surviving company as they did in the Company prior to the Surviving Company Merger.

4.3 Mechanics of Transfer Following any Transfer of Capital Stock permitted under this Agreement, the transferring holder of such Capital Stock shall promptly provide the Company a notice with respect to the Transfer in the form attached hereto as Exhibit A. Any Affiliate or Permitted Affiliate of the Investor at the time of any Transfer which at any time thereafter is no longer a Permitted Affiliate or an Affiliate of the Investor, as applicable, shall also notify the Company accordingly by giving the Company such notice.

4.4 Repurchase Transaction If (i) the Company intends to repurchase, redeem or otherwise acquire any shares of its Capital Stock (a “Repurchase Transaction”); (ii) at such time, the Investor, together with its Affiliates, is the beneficial owner

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of forty nine percent (49%) or less of the total voting power of the Voting Stock; and (iii) in giving effect to such Repurchase Transaction, the Investor would be the beneficial owner, together with its Affiliates, of more than forty nine percent (49%) of the total voting power of the Voting Stock, then immediately prior to the consummation of such Repurchase Transaction, the Company shall repurchase such number of shares of Capital Stock beneficially owned by the Investor (or any Affiliate designated by Investor) at the same price per share (on an as-converted to Common Stock basis, if applicable) to be paid to the other stockholders in such Repurchase Transaction, so that the Investor, together with its Affiliates, would be the beneficial owner of forty nine percent (49%) or less of the total voting power of the Voting Stock immediately following the consummation of such Repurchase Transaction.

4.5 Confidential Information

4.5.1   The Investor covenants and agrees that it shall keep all confidential information relating to the Company that it receives in its capacity as either a stockholder of the Company or in connection with its rights under this Agreement, and information received from the Investor Directors (such information, “Confidential Information”) confidential, not use such information in any manner that is adverse to the interests of the Company or its Subsidiaries, and not disclose such information to any third party without the written consent of the Company unless the Confidential Information is:

(i) already in the possession of the Investor or its Affiliates as at the date of this Agreement, other than pursuant to a confidentiality agreement with the Company;

(ii) already in possession of the public or becomes available to the public other than through any act or omission of the Investor or its Affiliates in violation of this Agreement;

(iii) required to be disclosed under any applicable law or by any governmental order, decree, regulation or rule or is requested by any Governmental Authority having jurisdiction over the Investor or its Affiliates or in connection with any legal proceedings, subject to compliance with the provisions of Section 4.5.2; or

(iv) acquired independently from a third party that represented that it has the right to disseminate such information at the time it is acquired by the Investor or its Affiliates without restriction.

4.5.2   In the event that the Investor is requested or required (by deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) pursuant to law, regulation or a listing agreement with a securities exchange to

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disclose any of the Confidential Information, it shall provide the Company with prompt written notice of any such request or requirement so that the Company may, if time permits, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Investor is nonetheless legally compelled to disclose Confidential Information to any tribunal or securities exchange or else stand liable for contempt or suffer other censure or penalty, the Investor may, without liability hereunder, disclose to such tribunal or securities exchange only that portion of the Confidential Information that it reasonably believes is legally required to be disclosed; provided that the Investor exercises its reasonable efforts to preserve the confidentiality of such Confidential Information.

4.5.3   The Investor and the Investor Directors may disclose the Confidential Information without the Company’s prior written consent to the Investor and its Affiliates and to any of Investor’s or its Affiliates’ employees, officers and directors (or persons performing a similar function), professional consultants or agents, subject to confidentiality undertakings by such Persons receiving the Confidential Information, and who need to know such information for a purpose reasonably related to the Investor or Investor Director’s interest as a stockholder or director of the Company, as applicable. In any event, the Investor or the Investor Director, as applicable, shall be responsible for any breach of this Agreement by such Persons to which it discloses Confidential Information.

4.5.4   Notwithstanding anything herein to the contrary, but subject to Section 4.5.5, the Investor or its Affiliates may disclose, with reasonable advance notice to the Company, any Confidential Information to a potential purchaser of Capital Stock beneficially owned by the Investor or its Affiliates if such potential purchaser executes a confidentiality agreement with such selling stockholder in a form reasonably satisfactory to the Company (which among other things shall provide third party beneficiary rights in favor of the Company to enforce the terms thereof),

4.5.5   Notwithstanding anything herein to the contrary, under no circumstances shall the Investor or its Affiliates disclose any Confidential Information to any competitors of the Company or its Subsidiaries or any Affiliates of such competitors.

4.6 Amendments to Certain Documents The Company shall not, without the prior consent of the Investor, amend or modify (i) its Rights Plan to lower the threshold upon which the rights thereunder are separated or distributed, to beneficial ownership of less than fifteen percent (15%) of the Voting Stock, or (ii) its Certificate of Incorporation to become subject to “interested stockholder” or “business combination” provisions at a threshold of beneficial ownership of less than fifteen percent (15%) of the Voting Stock.

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5 Prohibited Acquisitions and Circumstances Permitting Acquisitions

The Investor shall not, and shall cause its Affiliates to not, acquire, or agree or offer to purchase or otherwise acquire, in a transaction or group of related transactions, any Capital Stock of the Company such that the Investor, together with its Affiliates, after giving effect to such transaction or transactions, would beneficially own (i) one share more than the shares of Capital Stock purchased by Investor in the Transaction, unless such acquisition is directly from the Company in a transaction approved pursuant to Section 2.8, or (ii) fifty percent (50%) or more of the total voting power of the Voting Stock (in each case taking into account any adjustments for stock splits, stock dividends or other similar events relating to any of the Company’s Capital Stock), except pursuant to one of the following:

5.1 an Acquisition Proposal by the Investor or its Affiliates that is approved by at least a majority of the Non-Management Independent Directors; or

5.2 an Acquisition Proposal that is a merger or consolidation that is approved by (i) the Board of Directors, including at least one Non-Management Independent Director, and (ii) at a special or annual meeting of stockholders, by the affirmative vote of at least a majority of the voting power of Voting Stock not beneficially owned by the Investor or its Affiliates.

Notwithstanding the foregoing, each action taken or proposed to be taken hereunder must be in compliance with this Agreement, including the provisions of Section 3.

6 Legends; Securities Law Compliance

6.1 Each certificate representing Capital Stock that is restricted stock as defined in Rule 144 under the Securities Act shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.”

6.2 Each certificate representing Capital Stock that is subject to this Agreement shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER, VOTING AND OTHER RESTRICTIONS SET FORTH IN A STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 27, 2008 COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.”

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6.3 Certificates representing Capital Stock shall bear any other legends required by applicable state law. When any Capital Stock has been registered under the Securities Act, and such Capital Stock has been sold pursuant to such registration or pursuant to Rule 144 under the Securities Act or is eligible to be sold pursuant to such Rule without volume limitations or other restrictions, the holder of such Capital Stock shall be entitled to exchange the certificate representing such Capital Stock for a certificate not bearing the legend required by Section 6.1. If any Capital Stock ceases to be subject to this Agreement, the holder of such Capital Stock shall be entitled to exchange the certificate representing such Capital Stock for a certificate not bearing the legend required by Section 6.2. The Investor agrees that, in addition to complying with the restrictions on Transfer set forth elsewhere in this Agreement, the Investor and its Affiliates will not directly or indirectly Transfer any Capital Stock (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Capital Stock) in violation of the Securities Act, applicable state securities or “blue sky” laws or any rules or regulations thereunder.

7 Registration Rights

7.1 Shelf Registration

If requested by the Investor prior to the second anniversary of the closing of the Rights Offering, but subject to the Transfer restrictions set forth in Section 4.2, the Company will use its commercially reasonable efforts to qualify for registration on and to file, a registration statement on Form S-3 or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration Statement”), and such Short-Form Registration Statement will be a “shelf” registration statement providing for the registration, and the sale on a continuous or delayed basis, of the Registrable Securities pursuant to Rule 415 from and after the second anniversary of the closing of the Rights Offering. In no event shall the Company be obligated to effect any shelf other than pursuant to a Short-Form Registration Statement. Upon filing a Short-Form Registration Statement, the Company will, if applicable, use its commercially reasonable efforts to (i) cause such Short-Form Registration Statement to be declared effective, and (ii) keep such Short-Form Registration Statement effective with the SEC at all times. Any Short-Form Registration Statement shall be re-filed upon its expiration, and the Company shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration Statement as may be reasonably requested by a Holder or as otherwise required, until the Holders who would require such registration to effect a sale of the Registrable Securities no longer hold the Registrable Securities so registered; provided that no Holder may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company senior management in accordance with the Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration Statement. The Company shall use its commercially reasonable efforts to take such actions as are under its control to become a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)).

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7.2 Demand Registration

At any time following the second anniversary of the closing of the Rights Offering, but subject to the Transfer restrictions set forth in Section 4.2, if (i) the Company has been requested and has not filed, and caused to be effective and maintained the effectiveness of a “shelf” registration statement pursuant to Section 7.1 or (ii) the Holders intend that the Registrable Securities covered by the Registration Request shall be distributed by means of an underwritten offering, the Investor may request in writing that the Company effect the registration of all or any part of the Registrable Securities held by the Holders on whose behalf the Investor has made the request (a “Registration Request”). Promptly after its receipt of any Registration Request but no later than ten (10) days after receipt of such Registration Request, the Company will give written notice of such request to the other Holders, and will use its commercially reasonable efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that have been requested to be registered in the Registration Request or by the other Holders by written notice to the Company given within fifteen (15) Business Days after the date the Company has given such notice of the Registration Request; provided that, with respect to an underwritten offering, the Company will not be required to effect a registration pursuant to this Section 7.2 unless the value of Registrable Securities included in the Registration Request is at least $50 million or $10 million in the case of a Short-Form Registration. Any registration requested by the Investor pursuant to this Section 7.2 is referred to in this Agreement as a “Demand Registration.”

7.3 Limitations on Demand Registrations

The Investor will be entitled to initiate no more than three (3) Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period. No request for registration will count for the purposes of the limitations in this Section 7.3 if (i) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the SEC (other than solely by reason of the participating Holders having refused to proceed or provide any required information for inclusion therein) and the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, (ii) prior to the sale of at least ninety percent (90%) of the Registrable Securities included in the applicable registration relating to such request, such Registration Statement is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction within thirty (30) days of the date of such order, or (iii) the conditions to closing specified in the underwriting agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Investor or other Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 7.2 regardless of whether or not such request counts toward the limitation set forth above until three (3) Demand Registrations have been initiated that count towards such limitation.

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7.4 Restrictions on Registrations

If the filing, initial effectiveness or continued use of a Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement, and (iii) would in the good faith judgment of the Board (A) reasonably be expected to adversely affect the Company or its business if made at such time, or (B) reasonably be excepted to interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (C) otherwise require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, then the Company may upon giving prompt written notice of such determination of the Board to the participants in such registration (each of whom hereby agrees to maintain the confidentiality of all information disclosed to such participants, provided that the Company shall not be required to disclose the nature of the delay or other confidential information) delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided, that the Company shall not be permitted to do so (x) for more than sixty (60) days for a given occurrence of such a circumstance or (y) more than two (2) times during any twelve-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. If the Company so postpones the filing of a prospectus or the effectiveness of a Registration Statement, the Investor will be entitled to withdraw such request and, if such request is promptly withdrawn, such registration request will not count for the purposes of the limitation set forth in Section 7.3. The Company will pay all Registration Expenses incurred in connection with any such aborted registration or prospectus.

7.5 Selection of Underwriters

If the Investor intends that the Registrable Securities covered by the Registration Request shall be distributed by means of an underwritten offering, the Investor will so advise the Company as a part of the Registration Request, and the Company will include such information in the notice sent by the Company to the Holders with respect to such Registration Request. In such event, the lead underwriter to administer the offering will be chosen by the Company in such offering, subject to the prior written consent of the Investor, not to be unreasonably withheld or delayed. If the offering is underwritten, the right of any Holder to registration pursuant to this Section 7 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting, and each such Holder will (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Holder disapproves of the terms of the underwriting, such Holder may promptly elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Investor.

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7.6 Priority on Demand Registrations

7.6.1   The Company will not include in any Demand Registration by means of an underwritten offering pursuant to this Section 7 any securities that are not Registrable Securities, without the prior written consent of the Investor. If the managing underwriters advise the Company that in their reasonable opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company will include in such offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, Registrable Securities of any Holder on whose behalf the Investor has submitted a Registration Request, (ii) second, Registrable Securities of any other Holder who has delivered written requests for registration pursuant to Section 7.2, pro rata on the basis of the aggregate number of Registrable Securities owned by each such Person, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement

7.6.2   Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 7 if the Company, within ten (10) days of the receipt of the request of the Investor, gives notice of its bona fide intention to effect the filing of a registration statement or prospectus supplement to a shelf registration statement with the SEC within forty five (45) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees, or any other registration which is not appropriate for the registration of Registrable Securities).

7.7 Piggyback Registrations

7.7.1   Whenever the Company proposes to register any of its Common Stock in connection with a public offering of such securities solely for cash, other than a registration pursuant to Section 7.2 or on Form S-4 or Form S-8 (or successor form), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities of the same class as being sold by the Company, the Company will give prompt written notice to the Holders of its intention to effect such a registration (but in no event less than ten (10) days prior to the anticipated filing date) and, subject to Section 7.7.4, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the date of the Company’s notice (a “Piggyback Registration”). Any such Holder

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that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving prompt written notice to the Company and the managing underwriter, if any, on or before the fifth (5^th) Business Day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 7.7.1 prior to the effectiveness of such registration, whether or not the Holders have elected to include Registrable Securities in such registration.

7.7.2   If the registration referred to in Section 7.7.1 is proposed to be underwritten, the Company will so advise the Holders as a part of the written notice given pursuant to Section 7.7.1. In such event, the right of the Holders to registration pursuant to this Section 7.7 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting, and each such Person will (together with the Company and the other Persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any participating Holder disapproves of the terms of the underwriting, such Person may promptly elect to withdraw therefrom by written notice to the Company and the managing underwriter.

7.7.3   If a Piggyback Registration relates to an underwritten offering, and the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to Sections 7.7.1, pro rata on the basis of the aggregate number of such securities or shares owned by each such Holder, and (iii) third, any other securities of the Company that have been requested to be so included.

7.8 Registration Procedures

Subject to Section 7.4, whenever the Holders have requested that any Registrable Securities be registered pursuant to Section 7.2 or Section 7.3 of this Agreement, the Company will use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities as soon as reasonably practicable in accordance with the

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intended method of disposition thereof and pursuant thereto. The Company shall use its commercially reasonable efforts to as expeditiously as possible:

7.8.1   prepare and file with the SEC a Registration Statement with respect to such Registrable Securities, make all required filings with the National Association of Securities Dealers and the Financial Industry Regulatory Authority and thereafter use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable and to remain effective as provided herein; provided that before filing a Registration Statement or any amendments or supplements thereto, the Company will, at the Company’s expense, furnish or otherwise make available to the Holders’ Counsel copies of all such documents proposed to be filed and such other documents reasonably requested by such counsel, which documents will be subject to review and reasonable comment of such counsel at the Company’s expense, including any comment letter from the SEC with respect to such filing or the documents incorporated by reference therein, and if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s financial books and records, officers, accountants and other advisors;

7.8.2   prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period of either (A) not less than (i) six (6) months, (ii) if such Registration Statement relates to an underwritten offering, such longer period as, based upon the opinion of counsel for the underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (iii) continuously in the case of shelf registration statements and any shelf registration statement shall be re-filed upon its expiration (or in each case such shorter period ending on the date that the securities covered by such shelf registration statement cease to constitute Registrable Securities) or (B) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act), and cause the related prospectus to be supplemented by any prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act;

7.8.3   furnish to each participating Holder, and each managing underwriter, if any, such number of copies, without charge, of such Registration

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Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, any other prospectus (including any prospectus filed under Rule 424, Rule 430A or Rule 430B under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act), all exhibits and other documents filed therewith and such other documents as such Holder or such managing underwriter may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by such Holder, and upon request a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other Governmental Authority relating to such offer;

7.8.4   register or qualify (or exempt from registration or qualification) such Registrable Securities, and keep such registration or qualification (or exemption therefrom) effective, under such other securities or blue sky laws of such United States jurisdictions as any participating Holder reasonably requests and do any and all other acts and things that may be reasonably necessary or reasonably advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

7.8.5   notify each participating Holder, the Holders’ Counsel and the managing underwriter(s), if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents and, as soon as reasonably practicable (but subject to the delay provisions of Section 7.4), prepare and furnish to such Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of any prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statement therein, in light of the circumstances in which they were made, not misleading;

7.8.6   notify each participating Holder, the Holders’ Counsel and the managing underwriter(s), if any, (i) when such Registration Statement or the prospectus or any prospectus supplement or post-effective amendment has

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been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for such purpose, to the extent that it is aware of such proceedings, (iv) if at any time the representations and warranties of the Company contained in any underwriting agreement contemplated by Section 7.8.11 below cease to be true and correct in any material respect, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose;

7.8.7   upon the occurrence of an event contemplated in Section 7.8.5 or in Section 7.8.6(ii), 7.8.6(iii), 7.8.6(iv) or 7.8.6(v) (but subject to the delay provisions of Section 7.4), prepare a supplement or amendment to the Registration Statement or supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that such prospectus as thereafter delivered to the participating Holders will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

7.8.8   cause all such Registrable Securities, other than the Warrant, to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, or use its commercially reasonable efforts to cause all such Registrable Securities, other than the Warrant, to be listed on the New York Stock Exchange or the NASDAQ stock market, as determined by the Company;

7.8.9   provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

7.8.10   enter into such customary agreements (including underwriting agreements and, subject to Section 7.12, lock-up agreements in customary form, and including provisions with respect to indemnification and contribution in customary form) and take all such other customary actions as the participating Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, making members of management and executives of the Company available to participate in “road show,” similar sales events and other marketing activities; provided that the Company shall not be required to make members of management and executives of the Company

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so available for more than five consecutive days or more than 10 days in any 365 day period);

7.8.11   in connection with any underwritten offering, make such representations and warranties to the participating Holders and the managing underwriter(s), if any, with respect to the business of the Company and the Company Subsidiaries, and the Registration Statement, prospectus, and documents incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by the issuer in underwritten offerings, and, if true, make customary confirmations of the same if and when requested;

7.8.12   if requested by any participating Holder, or the managing underwriter(s), if any, promptly include in a prospectus supplement or amendment such information as the Holder or managing underwriter(s), if any, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request;

7.8.13   in the case of certificated Registrable Securities, cooperate with the participating Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each Holder that that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or managing underwriters, if any, may request at least two business days prior to any sale of such Registrable Securities;

7.8.14   make available for inspection by any participating Holders and the Holders’ Counsel, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Holder or underwriter, to the extent reasonably requested and solely for conducting customary due diligence, all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement, provided that it shall be a condition to such inspection and receipt of such information that the inspecting person (i) enter into a confidentiality agreement in form and substance reasonably satisfactory to the Company and (ii) agree to minimize the disruption to the Company’s business in connection with the foregoing;

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7.8.15   otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and any applicable national securities exchange;

7.8.16   timely provide to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

7.8.17   in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use every commercially reasonable effort to promptly obtain the withdrawal of such order;

7.8.18   in connection with any underwritten offering, obtain one or more comfort letters, addressed to the underwriters, if any, dated the effective date of such Registration Statement and the date of the closing under the underwriting agreement for such offering, signed by the Company’s independent public accountants (and if necessary, any other independent certified public accountants of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as such underwriters shall reasonably request;

7.8.19   in connection with any underwritten offering, provide legal opinions of the Company’s counsel, addressed to the underwriters, if any, dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto as the underwriter shall reasonably request in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and

7.8.20   obtain any required regulatory approval necessary for the Holders to sell their Registrable Securities in an offering, other than regulatory approvals required solely as a result of the nature of the Holder.

As a condition to registering Registrable Securities, the Company may require each Holder as to which any registration is being effected to furnish the Company with such information regarding such Person and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.

7.9 Registration Expenses

7.9.1 Except as otherwise provided in this Agreement, all expenses incidental to the Company’s performance of or compliance with this Agreement,

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including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, word processing, duplicating and printing expenses, messenger, telephone and delivery expenses, expenses incurred in connection with any road show, and fees and disbursements of counsel for the Company and all independent certified public accountants and other persons retained by the Company (all such expenses, “Registration Expenses”), will be borne by the Company. The Company will, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review, the expenses of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which they are required to be listed hereunder. The Holders of the securities so registered shall pay all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder and any other Registration Expenses required by law to be paid by a selling holder pro rata on the basis of the amount of proceeds from the sale of their shares so registered.

7.9.2 In connection with each Demand Registration and each Piggyback Registration, the Company will reimburse the Holders participating in such registration for the reasonable fees and disbursements of one counsel (“Holders’ Counsel”).

7.10 Participation in Underwritten Registrations

7.10.1   No Holder may participate in any registration hereunder that is underwritten unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements in customary form entered into pursuant to this Agreement (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided, that no such Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided, that such Holder shall not be required to make any representations or warranties other than those related to title and ownership of shares and as to the accuracy and completeness of statements made in a Registration Statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter(s) by such Holder, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate with such reasonable requests, will not constitute a breach by the Company of this Agreement). Notwithstanding the foregoing, the liability

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of any Holder participating in such an underwritten registration shall be limited to an amount equal to the amount of gross proceeds attributable to the sale of such Person’s Registrable Securities.

7.10.2   Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7.4, 7.8.5 and 7.8.6, such Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 7.8.5, 7.8.6 and 7.8.7. In the event the Company gives any such notice, the applicable time period mentioned in Section 7.8.2 during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 7.10.2 to and including the date when each Holder of a Registrable Security covered by such Registration Statement will have received the copies of the supplemented or amended prospectus contemplated by Section 7.8.5, 7.8.6 and 7.8.7.

7.11 Rule 144

The Company will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of a Holder, make publicly available such information as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act), and it will take such further action as any Holder may reasonably request, to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specifics thereof.

7.12 Holdback

In consideration for the Company agreeing to its obligations under this Agreement, each Holder (and any transferee) agrees in connection with any registration of the Company’s securities (whether or not such Person is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of or Transfer any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or

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such underwriters, as the case may be, during the Holdback Period; provided, that nothing herein will prevent any such Holder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 7.12. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Section 7.2 or 7.3, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter.

8 Miscellaneous

8.1 Notices

8.1.1 Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i) in writing in English;

(ii) delivered by hand, fax, registered post or by courier using an internationally recognized courier company.

8.1.2 Notices to the Company shall be sent to at the following address, or such other person or address as the Company may notify to the Investor from time to time:

Standard Pacific Corp.

15326 Alton Parkway

Irvine, California 92618

Tel: 949.789.1600

Fax: 949.789.1608

Attention: Clay A. Halvorsen

with a copy to:

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

Irvine, California 92612

Tel: 949.451.3800

Fax: 949.451.4220

Attention: Michelle Hodges

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8.1.3 Notices to the Investor shall be sent to at the following address, or such other person or address as the Investor may notify to the Company from time to time:

MatlinPatterson Global Advisers LLC

520 Madison Avenue

35^th Floor

New York, New York 10022-4213

Phone: 212.655.9500

Fax: 212.651.4011

Attention: David Matlin

with a copy to:

Bracewell & Giuliani LLP

1177 Avenue of the Americas

New York, NY 10036

Tel: 212.508.6100

Fax: 212.508.6101

Attention: Mark Palmer and Robb Tretter

8.1.4 Notices shall be effective upon receipt and shall be deemed to have been received:

(i) at the time of delivery, if delivered by hand, registered post or courier; and

(ii) at the expiration of two hours after completion of the transmission, if sent by facsimile, provided that if a Notice would become effective under the above provisions after 5.30 p.m. on any Business Day, then it shall be deemed instead to become effective at 9.30 a.m. on the next Business Day. References in this Agreement to time are to local time at the location of the addressee as set out in the Notice.

Subject to the foregoing provisions of this Section 8.1, in proving service of a Notice, it shall be sufficient to prove that the envelope containing such Notice was properly addressed and delivered by hand, registered post or courier to the relevant address pursuant to the above provisions or that the facsimile transmission report (call back verification) states that the communication was properly sent.

8.2 Termination

This Agreement shall be effective as of the date hereof and shall terminate with respect to all provisions (other than Section 8), unless otherwise provided herein, on the date on which the Investor and it Affiliates cease to own, in the aggregate, at least ten percent (10%) of the voting power of Voting Stock. The provisions of Section 7 shall terminate

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earlier, if on or before such date, there ceases to be any Registrable Shares outstanding. The rights, but not the obligations, of the Investor and all other Holders under this Agreement shall terminate upon the occurrence of a direct or indirect Change of Control of the Investor.

8.3 Governing Law

This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws rules that would require or permit the application of the laws of another jurisdiction.

8.4 Submission to Jurisdiction

EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING, SHALL BE HEARD AND DETERMINED IN SUCH A DELAWARE STATE OR FEDERAL COURT, AND THAT SUCH JURISDICTION OF SUCH COURTS WITH RESPECT THERETO SHALL BE EXCLUSIVE, EXCEPT SOLELY TO THE EXTENT THAT ALL SUCH COURTS SHALL LAWFULLY DECLINE TO EXERCISE SUCH JURISDICTION. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR IN RESPECT OF ANY SUCH TRANSACTION, THAT IT IS NOT SUBJECT TO SUCH JURISDICTION. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR IN RESPECT OF ANY SUCH TRANSACTION, THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH PARTY CONSENTS TO AND GRANTS ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES IN CONNECTION WITH, AND OVER THE SUBJECT MATTER OF, ANY SUCH DISPUTE AND AGREES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 8.1 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

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8.5 Waiver of Jury Trial

EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH SUCH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.

8.6 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction, such holding shall not affect the validity or enforceability of the remainder of this Agreement in such jurisdiction or the validity or enforceability of this Agreement, including such provision, in any other jurisdiction, and such provision shall be revised or modified to the minimum degree necessary to render it valid and enforceable.

8.7 Remedies

The Company and the Investor agree that money damages or other remedy at law would not be a sufficient or adequate remedy for any breach or violation of, or a default under, this Agreement (other than under Section 7) by them and that, in addition to all other remedies available to them, each of them shall be entitled to an injunction restraining such breach, violation or default or threatened breach, violation or default and to any other equitable relief, including without limitation specific performance, without bond or other security being required.

8.8 Entire Agreement

This Agreement, together with the Investment Agreement, constitute the entire agreement and understanding of the parties hereto with respect to the matters referred to herein and supersede all prior agreements, understandings or representations, written or oral, and all contemporaneous oral agreements, understandings or representations, in each case among the parties with respect to such matters.

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8.9 Amendment and Waiver

No amendment, alteration or modification of this Agreement or waiver of any provision of this Agreement shall be effective against the Company, the Investor or any Holder unless such amendment, alteration, modification or waiver is approved in writing by the Company and the Investor. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms. The Company shall give notice of any amendment or termination hereof to the Holders, other than the Investor, of which it is aware, provided, that such amendment or termination shall be binding on such Holders whether or not such notice is provided or received.

8.10 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. Neither party shall assign any or all of its rights or obligations under this Agreement without the consent of the other party; provided that the registration rights set forth in Section 7 may be assigned (together with all related obligations), without the consent of the Company, to any permitted direct or indirect transferee of the Investor who after such Transfer shall own total voting power of Voting Stock representing at least ten percent (10%) of the total voting power of Voting Stock, some or all of which shall be Registrable Securities, and who agrees in writing (in a form reasonably satisfactory to the Company) to be subject to and bound by all the terms and conditions of Section 7 and this Section 8. The rights or benefits of successors and permitted assigns of the Investor under this Agreement are subject to the Investor, together with its Affiliates, owning total voting power of Voting Stock representing at least ten percent (10%) of the total voting power of Voting Stock.

8.11 No Third-Party Beneficiaries

Except as set forth in Section 8.10, nothing in this Agreement is intended to or shall confer any rights or benefits upon any Person other than the parties hereto.

8.12 Counterparts

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which shall be an original and all of which taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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In Witness Whereof, the parties have executed this Agreement as of the date first above written.

STANDARD PACIFIC CORP.
By:	/s/ Andrew H. Parnes
	Name:	Andrew H. Parnes
	Title:	Executive Vice President – Finance and Chief Financial Officer
MP CA HOMES LLC
By:	/s/ Lawrence M. Teitelbaum
	Name:	Lawrence M. Teitelbaum
	Title:	Vice President

[Signature Page to Stockholders Agreement]

Exhibit A

NOTICE OF TRANSFER/AFFILIATE STATUS

This Notice of Transfer/Affiliate Status is being delivered pursuant to that certain Stockholders Agreement, dated June 27, 2008, between Standard Pacific Corp. (including successors, the “Company”) and MP CA Homes LLC (including successors, the “Investor”), as the same may be amended from time to time (the “Stockholders Agreement”). The undersigned hereby provides the following representations to the Company:

Check/Fill-in One if Applicable:

¨ Transfer of __________________ shares of Senior Preferred Stock.

¨ Transfer of __________________ shares of Junior Preferred Stock.

¨ Transfer of __________________ shares of Common Stock.

Date of Transfer: __________________

Check All That Apply:

¨ The shares identified above were transferred to a Permitted Affiliate of the Investor.

¨ The shares identified above were transferred to an Affiliate of the Investor.

¨ The shares identified above were transferred to a Person which is not an Affiliate of the Investor in compliance with Section 4.1 or Section 4.2 of the Stockholders Agreement.

¨ The undersigned is currently an Affiliate of the Investor.

¨ The undersigned is providing this Notice to notify the Company that it is no longer a Permitted Affiliate of the Investor. (If this box is checked, please provide the information requested below)

The undersigned lost the status of a Permitted Affiliate of the Investor on (enter date) __________________

¨ The undersigned is providing this Notice to notify the Company that it is no longer an Affiliate of the Investor. (If this box is checked, please provide the information requested below)

The undersigned lost the status of an Affiliate of the Investor on (enter date) __________________

Check All That Apply:

¨ The undersigned sold the shares identified above pursuant to a registration statement filed under the Securities Act of 1933 (the “Securities Act”).

¨ The undersigned sold the shares identified above pursuant to Rule 144 under the Securities Act.

Terms used herein without definition shall have the meanings ascribed to them in the Stockholders Agreement.

The undersigned understands and acknowledges that the Company will rely upon this Notice of Proposed Transfer/Affiliate Status in connection with its rights and obligations under the Stockholders Agreement.

Date:
	Holder’s Name:
	By:

EX-10.4

Exhibit 10.4

FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

AND

FOURTH AMENDMENT TO TERM LOAN A CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND FOURTH AMENDMENT TO TERM LOAN A CREDIT AGREEMENT (this “Amendment”) is executed to be effective on June 27, 2008, and entered into by and among STANDARD PACIFIC CORP., a Delaware corporation (“Borrower”), BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for the Revolver Lenders defined below (in such capacity, together with its successors and assigns, “Revolver Administrative Agent”) and as Administrative Agent for the Term A Lenders defined below (in such capacity, together with its successors and assigns, “Term Administrative Agent”), and each Revolver Lender and Term A Lender that is a signatory to this Amendment.

R E C I T A L S

A. Reference is hereby made to that certain (a) Revolving Credit Agreement dated as of August 31, 2005, executed by Borrower, Revolver Administrative Agent, and the Lenders defined therein (such Lenders are collectively, the “Revolver Lenders” and individually a “Revolver Lender”) pursuant to which such Revolver Lenders extended to Borrower a revolving credit facility (as amended, modified, renewed, restated, or replaced, the “Revolving Credit Agreement”), and (b) Term Loan A Credit Agreement dated as of May 5, 2006, by and among Borrower, Term Administrative Agent, and each of the Lenders defined therein (such Lenders are collectively, the “Term A Lenders” and individually a “Term A Lender”) (as amended, modified, renewed, restated, or replaced, the “Term A Credit Agreement”).

B. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Revolving Credit Agreement or the Term A Credit Agreement, as applicable.

C. The parties hereto desire to modify certain provisions contained in the Revolving Credit Agreement and the Term A Credit Agreement subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to the Revolving Credit Agreement.

(a) Section 1.1 of the Revolving Credit Agreement is amended to delete the definitions of “Additional Real Property Collateral,” “Applicable Margin,” “FLS,” “Fourth Amendment Loan Outstandings,” “Issuing Banks,” “L/C Commitment,” “Model Unit Collateral,” “New Collateral Pool,” and “Post Fourth Amendment Advance,” and “Project Finance Liens” and replace such definitions with the following:

“Additional Real Property Collateral” means Finished Lots and Completed Units (other than Model Units) in each case reasonably acceptable to Administrative Agent (including, to Administrative Agent’s reasonable satisfaction, being located in actively selling new home communities within the United States at the time a lien thereon is granted in favor of Administrative Agent), wholly owned by Borrower or a Subsidiary that is a Guarantor, subject to a perfected, first priority lien (subject to Customary

Permitted Liens) in favor of Administrative Agent, for the benefit of the Lenders, securing the Post Fourth Amendment Advances, and free of any liens (other than Customary Permitted Liens).

“Applicable Margin” means, as of any date of determination, a percentage per annum equal to:

(a) with respect to all Post Fourth Amendment Advances, (i) four and one half percent (4.50%) on all Eurodollar Borrowings and (ii) two and one quarter percent (2.25%) on all Reference Rate Borrowings;

(b) with respect to all Fourth Amendment Loan Outstandings, (i) six percent (6.00%) on all Eurodollar Borrowings and (ii) three and three quarters percent (3.75%) on all Reference Rate Borrowings; and

(c) fifty-five basis points (0.55%) with respect to the unused fee pursuant to the provisions set forth in Section 4.2.

“FLS” means Standard Pacific Mortgage, Inc. (f/k/a Family Lending Services, Inc.), a Delaware corporation.

“Fourth Amendment Loan Outstandings” means the Outstanding Amount of Loans as of the Fourth Amendment Effective Date, and of Loans made after the Fourth Amendment Effective Date that are reborrowings of any such Outstanding Amount that is repaid after the Fourth Amendment Effective Date (or of the Outstanding Amount of any such reborrowings); provided that the aggregate amount of Fourth Amendment Loan Outstandings shall not at any time exceed the Maximum Fourth Amendment Loan Commitment.

“Issuing Banks” means, Bank of America in its individual capacity as a bank issuing Letters of Credit under this Agreement and such other Lenders which agree, at the request of Borrower and with the consent of Administrative Agent (such consent not to be unreasonably withheld), to issue one or more Letters of Credit pursuant to the terms and conditions of this Agreement, and “Issuing Bank” means any one of the Issuing Banks; provided, however, that, notwithstanding the forgoing, at all times after the Fourth Amendment Effective Date, all Letters of Credit (other than renewals and substitutions reasonably acceptable to Administrative Agent and the applicable Issuing Bank (but not increases) of existing Letters of Credit issued and outstanding as of the Fourth Amendment Effective Date) shall be issued by Bank of America in its individual capacity as a bank issuing Letters of Credit under this Agreement.

“L/C Commitment” means the lesser of (a) the aggregate principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000), and (b) the Total Aggregate Commitment less the Maximum Fourth Amendment Loan Commitment, which amount includes the Maximum Unsecured Letter of Credit Amount (for the avoidance of doubt, it is expressly understood and agreed that any reduction in the Maximum Unsecured Letter of Credit Amount shall not result in a corresponding reduction in the L/C Commitment).

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“Model Unit Collateral” means Model Units reasonably acceptable to Administrative Agent (including, to Administrative Agent’s reasonable satisfaction, being located in actively selling new home communities within the United States at the time a lien thereon is granted in favor of Administrative Agent), wholly owned by Borrower or a Subsidiary that is a Guarantor, subject to a perfected, first priority lien (subject to Customary Permitted Liens) in favor of Administrative Agent, for the benefit of the Lenders, securing the Post Fourth Amendment Advances, and free of any liens (other than Customary Permitted Liens).

“New Collateral Pool” means Model Unit Collateral and Additional Collateral whose Dollar amount equals the sum of the following items owned by Borrower or any Subsidiary that is a Guarantor, and that has been pledged to Administrative Agent, for the benefit of Lenders, pursuant to the terms of Article 5 of this Agreement:

(a) Model Unit Collateral. Ninety percent (90%) of the GAAP Value of all Model Unit Collateral; provided, however, that, 180 days following the closing of the sale and transfer of ownership to a third party purchaser of the last production Unit in the applicable project relating to any such Model Unit Collateral, the value assigned to the New Collateral Pool for such Model Unit Collateral shall decrease from ninety percent (90%) to zero percent (0%) (i.e., shall add no value to the New Collateral Pool); plus

(b) the lesser of (i) $75,000,000 and (ii) the sum of (A), (B) and (C):

(A) Completed Units. Eighty percent (80%) of the GAAP Value of all Completed Units (other than Model Units); provided, however, that, the value assigned to the New Collateral Pool with respect to such Completed Units shall decrease as follows with the passage of time following the dates such Units become Completed Units: (i) one hundred and eighty (180) days following the date such Units become Completed Units the value assigned shall decrease from eighty percent (80%) to sixty-five percent (65%); and (ii) three hundred and sixty (360) days following the date that such Units become Completed Units the value assigned shall decrease from sixty-five percent (65%) to twenty-five percent (25%); plus

(B) Finished Lots. Fifty-five percent (55%) of the GAAP Value of all Finished Lots; plus

(C) Cash. One hundred percent (100%) of the amount of cash held in the Collateral Cash Account not subject to any lien, encumbrance, or restriction other than in favor of Administrative Agent.

Provided, however, that, notwithstanding the calculations set forth in clauses (a) and (b) above, if Administrative Agent receives an appraisal prepared by a professional

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appraiser reasonably acceptable to Administrative Agent, and having the minimum qualifications required under all applicable Laws (all as reasonably acceptable to Administrative Agent as to form, substance, and date), and addressed to Administrative Agent (each an “Acceptable Appraisal”), then, commencing five (5) Business Days after delivery of a copy of such Acceptable Appraisal to Borrower, the applicable portion of the New Collateral Pool covered by such Acceptable Appraisal shall be valued based upon the applicable advance rates set forth above and the lesser of (a) the “as is” appraised value as set forth in such Acceptable Appraisal or (b) the GAAP Value; provided, however, that, such five (5) Business Day period shall run concurrently with the five (5) Business Day period for any provision of additional collateral or prepayment required under Section 4.14(a).

“Post Fourth Amendment Advance” means (a) any Borrowing with respect to any Loans made on or after the Fourth Amendment Effective Date (other than the rollover, redesignation, or continuation of any Eurodollar Borrowing or any Borrowing of any Fourth Amendment Loan Outstanding) or (b) any L/C Obligation with respect to any Letter of Credit issued on or after the Fourth Amendment Effective Date (other than renewals and substitutions, which substitutions must be reasonably acceptable to Administrative Agent and the applicable Issuing Bank (but not increases) of Unsecured Letters of Credit); provided, however, that, in no event shall any Fourth Amendment Loan Outstanding be included as Post Fourth Amendment Advances.

“Project Financing Liens” means any deeds of trust, mortgages, or any other liens which secure any real property acquisition loans, development loans, construction loans, or any other loans pertaining to the acquisition and/or development of, or construction of improvements upon, real property, but excluding any lien referenced in Sections 8.11(b), (d), (e), (g), (l), (n) or (p).

(b) Section 1.1 of the Revolving Credit Agreement is hereby amended to add the following new definitions thereto in the correct alphabetical order:

“A/C/I Facility” means any credit agreement, note or other security offering or other debt facility (including trust certificate arrangements) in each case with banks, investment banks, insurance companies, mutual funds or other lenders or investors, providing financing to Borrower or any Subsidiary (other than an Excluded Subsidiary) secured by A/C/I Liens in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) all or any portion of the indebtedness under such agreement or facility or any successor or replacement agreement or facility.

“A/C/I Liens” means liens on property acquired, constructed, or improved by Borrower or a Subsidiary (other than an Excluded Subsidiary), which liens are either existing at the time of such acquisition, or at the time of completion of such construction or improvement, or created with one hundred and twenty (120) days after such acquisition or completion of construction or improvement, to secure indebtedness

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incurred or assumed to finance all or a part of such property under an A/C/I Facility, including any increase in the principal amount of such indebtedness and any extension of the repayment schedule and maturity of such indebtedness incurred or entered into in the ordinary course of business.

“Cash Flow From Operations” means, for Borrower and its Subsidiaries (other than Excluded Subsidiaries), on a consolidated basis, for any period, an amount equal to the sum of (without duplication) (a) net cash provided from (or used in) operating activities plus (b) Net Proceeds from the Disposition of properties and other assets as permitted under Section 8.16, plus (c) Consolidated Home Building Interest Expense.

“Fifth Amendment” means that certain Fifth Amendment to Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement executed to be effective as of the Fifth Amendment Effective Date, by and among Borrower, Administrative Agent, each Lender party thereto, and certain other parties thereto.

“Fifth Amendment Effective Date” means June 27, 2008, the effective date of the Fifth Amendment.

“Maximum Fourth Amendment Loan Commitment” means an amount equal to $55,000,000; provided, however, that, on the last day of each calendar quarter, commencing with the calendar quarter ending September 30, 2008, and continuing on the last day of each December, March, June, and September thereafter, such Maximum Fourth Amendment Loan Commitment shall automatically reduce by an amount equal to $2,500,000 (or $5,000,000 if Borrower enters into an A/C/I Facility with one or more lenders or institutional investors, other than Lenders pursuant to an amendment to this Agreement) on each such last day of each such calendar quarter, without any further action or notice from Borrower, Administrative Agent or Lenders.

“Maximum Unsecured Letter of Credit Amount” means an amount equal to $40,000,000; provided, however, that, on the date any Unsecured Letter of Credit matures and is not renewed or substituted (to the extent permitted hereunder) or is cancelled, such Maximum Unsecured Letter of Credit Amount shall automatically reduce by an amount equal to the face amount of such Unsecured Letter of Credit.

“Unsecured Letter of Credit” means each Letter of Credit issued and outstanding as of May 13, 2008 (including any renewals and substitutions thereof (but not increases), which substitutions are reasonably acceptable to Administrative Agent and the applicable Issuing Bank), and listed on Schedule 3.9.

(c) Section 3.1(a) of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

(a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Business Day immediately preceding the Maturity Date, each Lender severally and not jointly agrees to make its Pro Rata Share of Loans to Borrower in such amounts as Borrower may request that do not exceed in the aggregate at any one time outstanding, the Commitment of such Lender;

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provided, however, that after giving effect to any such Borrowings, (i) the aggregate Outstanding Amount of the Loans of any Lender, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the aggregate Outstanding Amount of all Swing Line Advances shall not exceed such Lender’s Commitment, (ii) the aggregate Outstanding Amount of all Post Fourth Amendment Advances shall not exceed the New Collateral Pool, and (iii) the aggregate Outstanding Amount of all Fourth Amendment Loan Outstandings shall not exceed the Maximum Fourth Amendment Loan Commitment. Subject to the limitations set forth herein, Borrower may borrow, repay, and reborrow Fourth Amendment Loan Outstandings and Post-Fourth Amendment Advances under each Lender’s Commitment without premium or penalty.

(d) Section 3.1(h)(vii) of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

(vii) Notwithstanding anything contained herein to the contrary, on and after the Fourth Amendment Effective Date, Borrower may not request any Swing Line Advances hereunder.

(e) Section 3.5 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

3.5 Intentionally Deleted.

(f) Section 3.6 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

3.6 Intentionally Deleted.

(g) Section 3.9(a) of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

(a) Amounts and Terms of Letters of Credit. During the period from the date of this Agreement to, but excluding, the Maturity Date, and subject to the terms and conditions of this Agreement, upon Borrower’s request pursuant to Section 3.9(b), an Issuing Bank shall issue one or more Financial Letters of Credit or Performance Letters of Credit (each, a “Letter of Credit,” and collectively, the “Letters of Credit”) for the account of Borrower or the account of a Letter of Credit Subsidiary; provided that no Issuing Bank shall be obligated to issue any Letter of Credit if, after giving effect thereto, (i) the L/C Obligations would exceed the L/C Commitment, or (ii) the total aggregate outstanding Loans plus the L/C Obligations would exceed the Total Aggregate Commitment, or (iii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank, or (iv) the aggregate Outstanding Amount of all Post Fourth Amendment Advances exceeds the New Collateral Pool, or (v) if such Letter of Credit is a renewal or substitution of any Unsecured Letter of Credit, the aggregate Outstanding Amount of all L/C Obligations not included in Post Fourth Amendment Advances would exceed the Maximum Unsecured Letter of Credit Amount. All Letters of Credit shall be on the applicable Issuing Bank’s standard forms

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of letters of credit at the time of issuance.

(h) Section 3.9(c) of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

(c) For each Unsecured Letter of Credit issued by an Issuing Bank (and upon any renewal thereof), Borrower shall pay to Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, from Borrower’s own funds a fee equal to the Applicable Margin with respect to Eurodollar Borrowings of Fourth Amendment Loan Outstandings (based on a 360-day year) times the daily maximum amount available to be drawn under such Unsecured Letter of Credit (the “Unsecured Letter of Credit Commission Fees”). For each Letter of Credit (other than an Unsecured Letter of Credit) issued by an Issuing Bank on or after the Fourth Amendment Effective Date (and upon any renewal thereof), Borrower shall pay to Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, from Borrower’s own funds a fee equal to the Applicable Margin with respect to Eurodollar Borrowings of Post Fourth Amendment Advances (based on a 360-day year) times the daily maximum amount available to be drawn under such Letter of Credit (the “Post Fourth Amendment Letter of Credit Commission Fees” and, together with the Unsecured Letter of Credit Commission Fees, the “Letter of Credit Commission Fees”). For each Letter of Credit issued by an Issuing Bank (and upon any renewal thereof), Borrower shall pay directly to the applicable Issuing Bank for its own account, from Borrower’s own funds a fee equal to the greater of (A) 0.125% per annum (based on a 360-day year) times the daily maximum amount available to be drawn under such Letter of Credit, and (B) $250 per annum (the “Letter of Credit Fronting Fees”). The Letter of Credit Commission Fees and the Letter of Credit Fronting Fees payable under this Section 3.9(c) shall be payable on (x) the eighth (8th) day of each quarter for fees accrued through the last day of the preceding quarter and (y) on the Maturity Date; provided, however, that with respect to the Letter of Credit Fronting Fees, any Issuing Bank may, at its option, require that the Letter of Credit Fronting Fees be paid quarterly in advance. In addition, Borrower shall pay directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the applicable Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(i) Section 4.1(e) of the Revolving Credit Agreement is hereby amended to delete the last sentence thereof in its entirety and replace such sentence with the following:

Except for (a) prepayments of Post Fourth Amendment Advances with the proceeds of the Disposition of Model Unit Collateral and Additional Real Property Collateral or (b) as required pursuant to Sections 4.14(a) and 4.14(b), any prepayment shall be applied first to reduce the aggregate Outstanding Amount of Fourth Amendment Loan Outstandings, and once that amount has been reduced to $0, then to reduce the Outstanding Amount of Post Fourth Amendment Advances.

(j) Section 4.1(g) of the Revolving Credit Agreement is hereby deleted in its entirety.

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(k) Section 4.14 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

4.14 Mandatory Prepayments.

(a) In the event that the aggregate Outstanding Amount of the Post Fourth Amendment Advances at any time exceeds the New Collateral Pool, then, except to the extent Administrative Agent holds executed Security Documents covering Model Unit Collateral that may be recorded under Section 5(c) by Administrative Agent to cover such excess, Borrower shall either (i) within five (5) Business Days, execute and deliver, or cause a Subsidiary that is a Guarantor to execute and deliver, to Administrative Agent Security Documents covering the amount of such excess with additional Model Unit Collateral or Additional Collateral, together with all other documents and items described in Section 5(c) (and thereafter all other documents and items described in Section 5(d) within the timeframe set forth therein) with respect to such additional Model Unit Collateral or Additional Collateral or (ii) within five (5) Business Days, make a prepayment of the Loans included in the Post Fourth Amendment Advances in the amount of such excess.

(b) If at the time of any Disposition of Model Unit Collateral or Additional Real Property Collateral, a Default or Event of Default has occurred and is continuing, Borrower shall make a prepayment of the Loans included in the Post Fourth Amendment Advances in the amount of the net cash proceeds of such Disposition.

(l) Section 4.17 is hereby amended to add the following new clauses (e) and (f) at the end thereof:

(e) On the Fifth Amendment Effective Date, the Total Aggregate Commitment shall be permanently reduced to $395,000,000. Such reduction of the Total Aggregate Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share.

(f) On the last day of each calendar quarter, the Total Aggregate Commitment shall automatically reduce by an amount equal to the aggregate face amount of all Unsecured Letters of Credit (rounded upward to the nearest whole one hundred thousand Dollars) that matured and were not renewed or substituted (to the extent permitted hereunder) or were cancelled during such quarter.

(m) Article 5 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

ARTICLE 5: SECURITY.

(a) The Obligations shall be secured by (i) the liens granted by Borrower pursuant to the Security Agreement, until such liens are released pursuant to the terms thereof and (ii) any other liens granted to Administrative Agent for the ratable benefit of Lenders pursuant to the terms of this Agreement.

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(b) With respect to Borrower’s Obligations under all Post Fourth Amendment Advances, Borrower shall or shall cause a Subsidiary that is a Guarantor to grant to Administrative Agent, for the Lenders, a lien in and to Model Unit Collateral or Additional Collateral such that the New Collateral Pool equals or exceeds the aggregate Outstanding Amount of all Post-Fourth Amendment Advances, which liens shall be prior to all other liens on such assets (other than Customary Permitted Liens); provided, however, that, Borrower shall not secure, or be obligated to secure, more than $75,000,000 of Post Fourth Amendment Advances by a Lien in Additional Collateral.

(c) Borrower and each applicable Eligible Subsidiary that is a Guarantor shall execute and deliver to Administrative Agent, as soon as possible, but in no event later than sixty (60) days (provided that to the extent that Borrower is diligently pursuing same, the sixty (60) day period shall be extended to ninety (90) days or, at the sole discretion of Administrative Agent, such longer period as may be necessary to complete such action) after the Fifth Amendment Effective Date, Mortgages (defined below) and other Security Documents (defined below) covering all Model Unit Collateral owned by Borrower and such Eligible Subsidiaries as of the Fifth Amendment Effective Date; provided that such Mortgages and other Security Documents shall not be recorded and the liens granted therein shall not be effective and shall not attach except as provided for in this clause (c). Administrative Agent may, from time to time, cause such Mortgages and other Security Documents covering Model Unit Collateral to be recorded so that, after giving effect to any Post Fourth Amendment Advances then being requested by Borrower, the Outstanding Amount of the Post Fourth Amendment Advances does not exceed the New Collateral Pool. Borrower and each applicable Eligible Subsidiary that is a Guarantor shall execute and deliver to Administrative Agent, the following items covering Model Unit Collateral and Additional Collateral, in each case as may be necessary so that the New Collateral Pool equals or exceeds the aggregate Outstanding Amount of Post Fourth Amendment Advances, (i) perfected, first priority (subject to Customary Permitted Liens) mortgages, deeds of trust, security agreements, and other customary collateral documentation (collectively, the “Mortgages”) reasonably required by Administrative Agent, in order to pledge to Administrative Agent, for the benefit of Lenders, first priority liens (subject to Customary Permitted Liens) in Model Unit Collateral or Additional Real Property Collateral, as applicable, (ii) perfected, first priority pledges (subject to Customary Permitted Liens) and security agreements and other customary collateral documentation (collectively, the “Pledges”) reasonably required by Administrative Agent, in order to pledge to Administrative Agent, for the benefit of Lenders, first priority liens (subject to Customary Permitted Liens) in the Collateral Cash Account, and (iii) all other customary instruments and documents reasonably requested by Administrative Agent as necessary to perfect all such liens (collectively, together with the Mortgages, the Pledges, and all other mortgages, deeds of trust, collateral assignments, pledge agreements, security agreements, or other agreements, instruments, or documents delivered to Administrative Agent pursuant to this Agreement that create or purport to create a lien in favor of Administrative Agent, “Security Documents”), all in form and substance reasonably acceptable to Administrative Agent, together with:

(i) evidence that counterparts of such Mortgages and other Security Documents have been recorded or filed in the offices necessary in order to create

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a valid lien on the property described therein in favor of Administrative Agent; and

(ii) Financing Statements in form appropriate for filing under the Uniform Commercial Code in all applicable jurisdictions that Administrative Agent reasonably requests as necessary to perfect a Lien on the collateral described in the Security Documents.

(d) As soon as reasonably practicable, Borrower and each applicable Eligible Subsidiary that is a Guarantor, as applicable, shall execute (if applicable) and deliver to Administrative Agent, with respect to all Model Unit Collateral and Additional Real Property Collateral pledged (or designated by Borrower to be pledged) to Administrative Agent pursuant to a Mortgage:

(i) all further instruments and documents as are customary for transactions similar to the transactions contemplated by this Agreement, including, without limitation, all certificates, instruments, certified surveys, and opinions of counsel from counsel in each jurisdiction in which Model Unit Collateral or Additional Collateral is located covering the first Mortgage or other Security Documents executed for such jurisdiction, as Administrative Agent may reasonably request, and shall take all further action that Administrative Agent may reasonably request as necessary to comply with applicable law and regulation including, without limitation, FIRREA, and to perfect, and protect liens in favor of Administrative Agent in the Model Unit Collateral and Additional Real Property Collateral pledged to Administrative Agent pursuant to such Mortgage; provided that, surveys shall not be required for entitled and mapped properties;

(ii) one or more ALTA title insurance policies, issued by a title insurer reasonably acceptable to Administrative Agent in amounts reasonably acceptable to Administrative Agent on a coinsurance and/or reinsurance basis if and as reasonably required by Administrative Agent insuring that the Mortgages constitute valid liens covering the Model Unit Collateral and Additional Real Property Collateral, as applicable, pledged (or designated by Borrower to be pledged) to Administrative Agent pursuant to such Mortgage and all improvements thereon, having the priority required by Administrative Agent and subject only to Customary Permitted Liens and those other exceptions and encumbrances (regardless of rank or priority) that Administrative Agent reasonably approves, in a form reasonably acceptable to Administrative Agent and otherwise reasonably satisfactory to Administrative Agent; and

(iii) an environmental assessment report, in form and substance reasonably satisfactory to Administrative Agent from an environmental consulting firm reasonably acceptable to Administrative Agent which report shall identify existing and potential environmental concerns and shall quantify related costs and liabilities, associated with the Model Unit Collateral and Additional Real Property Collateral pledged to Administrative Agent pursuant to such Mortgage, and Administrative Agent shall be reasonably satisfied with the nature and amount of any such matters and with Borrower’s plans with respect thereto;

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provided that, (i) Borrower shall diligently undertake to complete such action in no event later than thirty (30) days after the date of the recordation of any Mortgage, (ii) to the extent that Borrower is diligently pursuing same, the thirty (30) day period shall be extended to forty-five (45) days, as necessary to complete such action, (iii) if Borrower does not complete such action within such thirty (30) day or forty-five (45) period, no Default or Event of Default shall arise as a result of a failure to complete such action but the Model Unit Collateral or Additional Real Property Collateral described in such Mortgage will be excluded from the New Collateral Pool (and Borrower will comply, to the extent necessary, with Section 4.14(a)) and (iv) if the new Collateral Pool without such excluded properties exceeds the aggregate Outstanding Amount of Post Fourth Amendment Advances, then on request Administrative Agent will release its Lien on such excluded properties and execute and deliver to Borrower, at Borrower’s expense, such documents as Borrower may reasonably request to evidence the release of such Lien on such excluded properties.

(e) As soon as reasonably practicable after the Fifth Amendment Effective Date, Borrower and Administrative Agent shall endeavor to identify Completed Units (other than Model Units) and Finished Lots for potential inclusion as Additional Real Property Collateral (the “Initial Designated Assets”), in amounts and otherwise reasonably acceptable to Administrative Agent and, from and after the Fifth Amendment Effective Date, whether or not such Initial Designated Assets are then included as Additional Real Property Collateral, Borrower will diligently pursue title insurance, surveys, and other customary due diligence items on such Initial Designated Assets; provided that such designation of Initial Designated Assets shall not preclude Borrower from later removing specified Completed Units (other than Model Units) and Finished Lots from such pool of Initial Designated Assets (whereupon any obligation to pursue such due diligence items with respect thereto shall cease) or from selecting, and Administrative Agent deeming reasonably acceptable, other Completed Units (other than Model Units) or Finished Lots for inclusion as Additional Real Property Collateral (in which case the due diligence items will be pursued as set forth above).

(f) Borrower hereby agrees to execute and deliver, and to cause each applicable Eligible Subsidiary that is a Guarantor to execute and deliver, such other customary agreements, documents, assignments, statements or instruments as Administrative Agent may from time to time reasonably request to evidence, perfect or otherwise implement the lien created by the Security Documents and subject to the terms hereof. All of the foregoing shall be reasonably satisfactory in form and substance to Administrative Agent.

(g) Borrower may request in writing that Administrative Agent (i) release its lien on an item of Model Unit Collateral or Additional Real Property Collateral, or any portion thereof, provided that, (A) Borrower or the applicable Eligible Subsidiary that is a Guarantor has entered into an agreement to Dispose of such Model Unit Collateral or Additional Real Property Collateral in the ordinary course of business or, so long as no Default or Event of Default exists or would result therefrom, another transaction in the ordinary course of business requiring a release of such Model Unit Collateral or

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Additional Real Property Collateral (including commencement of construction of homes on Finished Lots) or Administrative Agent consents to a substitution of Collateral (such consent not to be unreasonably withheld), and (B) Borrower shall have submitted a certificate to Administrative Agent demonstrating that, after giving effect to such Disposition of collateral and the contemplated prepayment under Section 4.14(a) described in such certificate, if any, the New Collateral Pool will exceed the aggregate Outstanding Amount of Post Fourth Amendment Advances or (ii) release any cash held in the Collateral Cash Account, provided that, Borrower shall have submitted a certificate to Administrative Agent demonstrating that, after giving effect to such release of collateral and any required prepayment under Section 4.14(a), the New Collateral Pool will equal or exceed the aggregate Outstanding Amount of Post Fourth Amendment Advances. Upon the satisfaction of each such condition with respect to the Model Unit Collateral or any Additional Collateral being released, Administrative Agent shall release its lien on such Model Unit Collateral or Additional Real Property Collateral, or release such cash from the Collateral Cash Account and Administrative Agent shall execute and deliver to Borrower, at Borrower’s expense, such documents as Borrower may reasonably request to evidence such release of such lien or as cash.

(h) Administrative Agent is hereby appointed to act as collateral agent under the Security Documents creating the lien in the Collateral Cash Account and the Mortgages with respect to the Model Unit Collateral and Additional Real Property Collateral, and Administrative Agent is hereby authorized to take such actions on the Lenders’ behalf and to exercise such powers as are delegated to Administrative Agent by the terms of all such Security Documents with respect to the Model Unit Collateral and Additional Collateral, if any, together with such actions and powers as are reasonably incidental thereto, in all cases subject to the terms of such Security Documents. Administrative Agent is hereby authorized to execute and deliver such Security Documents with respect to the Model Unit Collateral and Additional Collateral on behalf of the Lenders.

(i) Promptly following the Fourth Amendment Effective Date, Administrative Agent will be entitled to obtain, at Borrower’s expense, an Acceptable Appraisal for each property (or any portion thereof) included in the New Collateral Pool. Thereafter, Administrative Agent will be entitled to obtain, and at the request of Majority Lenders shall obtain, at Borrower’s expense, a new Acceptable Appraisal of each property (or any portion thereof) included in the New Collateral Pool, but not more than once every six (6) months during the term of this Agreement; provided that, in addition to the foregoing, Administrative Agent will be entitled to obtain, at Borrower’s expense, additional Acceptable Appraisals of any such property (or any portion thereof) if (i) an Event of Default exists, or (ii) an appraisal is required under applicable law.

(j) Borrower shall promptly pay all reasonable fees and expenses associated with any of the actions taken under this Article 5, including, without limitation, all reasonable (i) appraisal, re-appraisal, and survey costs (provided that re-appraisals shall subject to the limitations set forth in clause (i) of this Article 5), (ii) title insurance charges and premiums, (iii) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches, (iv) judgment and tax lien searches, (v) fees and costs of environmental investigations, site assessments and

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remediations (provided that, at the request of Borrower, Administrative Agent shall consent to a reasonable substitution of collateral before ordering Phase II environmental reports) or remediations, (vi) recordation taxes, documentary taxes, transfer taxes and mortgage taxes, and (vii) filing and recording fees.

(n) Section 6.2 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

6.2 Conditions for Subsequent Borrowings. The obligation of Lenders to make any Borrowing (including the first and any subsequent Borrowing) and each Issuing Bank to issue any Letter of Credit is subject to the following conditions precedent:

(a) the representations and warranties contained in Article 7 shall be true and correct in all material respects on and as of the date of the Borrowing, as though made on and as of that date, except to the extent any of them speak as to a different specific date (in which case such representations and warranties are true and correct in all material respects as of such specific date), and no Default or Event of Default shall have occurred and be continuing or result from such Borrowing;

(b) with respect to any Post Fourth Amendment Advance, Borrower or a Subsidiary that is a Guarantor, as applicable, shall have provided to Administrative Agent (i) all items and documentation required to be delivered under Section 5(c) and (ii) a certificate executed by a Responsible Officer of Borrower certifying the calculation, in reasonable detail, of the New Collateral Pool as of the date of, and after giving effect to, such requested Borrowing; and

(c) Borrower shall, at its sole expense, deliver or cause to be delivered to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, a Request for Borrowing.

(o) Section 7.6 of the Revolving Credit Agreement is hereby amended to delete the phrase “since June 30, 2005” set forth therein and insert in lieu thereof, the phrase “since the date of the most recently delivered financial statements pursuant to Section 8.1(c).”

(p) Section 8.1(e) of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

(e) at the time of the delivery of the financial statements described in Sections 8.1(b), (c), and (d), a certificate of the chief financial officer, corporate controller, or the treasurer of Borrower (i) stating that to the knowledge of such officer no Default or Event of Default exists, or if such an event exists, stating the nature thereof and the action that Borrower proposes to take with respect thereto, and (ii) demonstrating in reasonable detail that Borrower was in compliance during the applicable period with the covenants set forth in Sections 8.17(d) and 8.20, (including a reconciliation of the amounts used to calculate the covenants pursuant to 8.17(d) and 8.20 to such financial statements);

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(q) Section 8.1 of the Revolving Credit Agreement is hereby amended to delete paragraph (l) in its entirety, add the word “and” at the end of paragraph (m) thereof, delete the semicolon and the word “and” at the end of paragraph (n) thereof, to add a period at the end of paragraph (n) thereof, and to delete paragraph (o) in its entirety.

(r) Section 8.11 of the Revolving Credit Agreement is hereby amended to delete paragraphs (o) and (p) thereof in their entirety, and replace such paragraphs with the following:

(o) liens granted pursuant to the Security Agreement and liens in favor of Administrative Agent securing any portion of the Obligations;

(p) A/C/I Liens securing indebtedness permitted pursuant to Section 8.22(g);

(q) liens securing indebtedness, and guarantees of indebtedness, under the Term A Credit Agreement;

(r) liens securing Capitalized Lease Obligations; and

(s) any other liens not otherwise specified in Subsections 8.11(a) through (r) (except for Judgment Liens and Project Financing Liens, which shall in no event be permitted), so long as the aggregate amount of indebtedness secured by all such other liens does not at any time exceed $100,000,000.

(s) Section 8.12 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.12 Prepayment of Indebtedness. If a Default or an Event of Default has occurred and is continuing or an acceleration of the indebtedness evidenced by each Note has occurred, Borrower shall not voluntarily prepay, or permit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, the principal amount, in whole or in part, of any indebtedness other than (a) indebtedness owed to each Lender hereunder or under some other agreement between Borrower and such Lender, (b) indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing whether by reason of acceleration or otherwise and (c) indebtedness which is exchanged for, or converted into, capital stock (or warrants to acquire capital stock) of Borrower that does not require dividends or other distributions prohibited by Section 8.15; provided, however, that, notwithstanding anything in this Section 8.12 to the contrary, until such time as Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan, Borrower shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem, acquire, or repurchase for cash (or in exchange for indebtedness on terms more favorable to the holders thereof) any public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes, Subordinated Debt, or other public note indenture indebtedness (except for (w) any A/C/I Facility solely with the proceeds of indebtedness otherwise permitted hereunder, (x) refinancing of such indebtedness with indebtedness permitted under Section 8.22, and (y) the exchange or conversion of all or

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part of such indebtedness into capital stock (or warrants or rights to acquire capital stock) of Borrower that does not require dividends or other distributions prohibited by Section 8.15, and (z) pre-existing commitments under Borrower’s 10b(5)-1 plan to repurchase public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes due in the calendar years 2008 and 2009, not to exceed $40,000,000 in the aggregate; provided further that Borrower agrees to terminate such plan to the extent that Borrower and its counsel, in their judgment, determine that Borrower may legally do so without the disclosure of any material non-public information that Borrower would not otherwise disclose).

(t) Section 8.15 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.15 Dividends and Subordinated Debt. Borrower shall not declare or pay any dividend on, or purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding, return any capital to its stockholders or make any distribution of assets to its stockholders, whether in cash, property, or obligations, or pay, repurchase, or redeem all or any part of any Subordinated Debt, transfer any property in payment of or as security for the payment of all or any part of any Subordinated Debt, or establish any sinking fund, reserve, or like set aside of funds or other property for the redemption, retirement, or repayment of all or any part of any Subordinated Debt, except:

(a) Subject to the subordination terms applicable to such Subordinated Debt, Borrower may make regularly scheduled and mandatory payments in respect of any Subordinated Debt as and when due by the terms thereof; provided, however, (A) that Borrower may, prepay or repurchase Subordinated Debt at any time from the proceeds of indebtedness issued by Borrower following the Closing Date so long as (i) the maturity date of all such indebtedness is at least one (1) year beyond the Maturity Date and (ii) no Default or Event of Default exists both before and after giving effect thereto and (B) Borrower may, pursuant to the terms of any convertible Subordinated Debt, issue shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effect thereto, cash in respect of fractional shares) upon conversion of such Subordinated Debt, and (C) Borrower may prepay or repurchase Subordinated Debt so long as Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan.

(b) Borrower may repurchase shares from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans; and

(c) Borrower may (i) make Convertible Note Hedge Payments substantially concurrently with its receipt of proceeds of convertible notes issued by Borrower and (ii) acquire shares of its capital stock pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than Convertible Note Hedge Payments made pursuant to Section 8.15(c)(i)); and

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(d) Borrower may (i) declare or pay dividends on capital stock in the form of capital stock (or warrants or rights to acquire capital stock) of Borrower or through an accretion to the liquidation preference of such capital stock, (ii) purchase, redeem, retire or otherwise acquire capital stock or Subordinated Debt solely in consideration of capital stock (or warrants or rights to acquire capital stock) of Borrower, (iii) exchange capital stock or Subordinated Debt solely for capital stock (or warrants or rights to acquire capital stock) of Borrower or (iv) convert capital stock or Subordinated Debt solely into capital stock (or warrants or rights to acquire capital stock) of Borrower, in each case without transfer to the holders of capital stock or Subordinated Debt of any cash or other property of Borrower or any of its Subsidiaries in respect thereof.

(u) Section 8.17 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.17 Limitation on Investments. Borrower shall not, nor shall it permit any Subsidiary (other than an Excluded Subsidiary) to, make any Investment or otherwise acquire any interest in any Person, except:

(a)(i) Investments by Subsidiaries in Borrower consisting of loans or other indebtedness or guarantees of indebtedness otherwise permitted hereunder and (ii) Investments in Subsidiaries (which are not Excluded Subsidiaries) (x) existing on the Closing Date, or (y) formed or acquired after the Closing Date, in each case so long as Borrower and such Subsidiary comply with Section 8.9;

(b) Investments in Home Building Joint Ventures;

(c) Temporary Cash Investments;

(d) Investments in Persons engaged in businesses other than homebuilding at any time outstanding not to exceed the greater of (i) fifteen percent (15%) of Consolidated Tangible Net Worth or (ii) $75,000,000, each as determined as of the last day of each fiscal quarter of Borrower; and

(e) Borrower may (i) make Convertible Note Hedge Payments substantially concurrently with its receipt of proceeds of convertible notes issued by Borrower and (ii) acquire shares of its capital stock pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than Convertible Note Hedge Payments made pursuant to Section 8.17(e)(i)).

(v) Section 8.18 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.18 Intentionally Deleted.

(w) Section 8.19 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

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8.19 Intentionally Deleted.

(x) Section 8.20 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.20 Minimum Cash Flow Coverage. Borrower shall not permit, as of the last day of each fiscal quarter of Borrower, the ratio (the “Cash Flow Coverage Ratio”) of (a) Cash Flow From Operations to (b) Consolidated Home Building Interest Incurred less non-cash interest expense, for any period consisting of the preceding four (4) consecutive fiscal quarters, to be less than 1.75 to 1.0 unless Borrower has deposited into a deposit account held at Administrative Agent (the “Interest Reserve Account”) an amount equal to the amount of Consolidated Home Building Interest Incurred less non-cash interest expense for the period consisting of the preceding four (4) consecutive fiscal quarters (and shall maintain such amount on deposit with Administrative Agent at all times until a compliance certificate is submitted to Administrative Agent pursuant to Section 8.1(e) reflecting that Borrower has met the Cash Flow Coverage Ratio set forth above for the most recently ended four (4) consecutive fiscal quarters).

(y) The Revolving Credit Agreement is hereby amended to add the following new Section 8.22:

8.22 Indebtedness. Borrower shall not, nor shall it permit any Subsidiary (other than an Excluded Subsidiary) to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 8.22 and (ii) with respect to any public note indenture Indebtedness included on such Schedule, and any Indebtedness under the Term A Credit Agreement, any refinancings, refundings, renewals or extensions thereof; provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (B) the refinancing Indebtedness shall be subordinated in right of payment to the Indebtedness under the Loan Documents, if at all, on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, refunded renewed or extended , and (C) the extended maturity is at least one hundred eighty (180) days after the Maturity Date and no scheduled payments of principal will be due under the terms of such Indebtedness before one hundred eighty (180) days after the Maturity Date;

(c) Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any other Subsidiary; provided that Borrower and the Guarantors may not guarantee Indebtedness of a Subsidiary that is not a Guarantor unless such guarantee is subordinated to the prior payment in full of the Indebtedness under the Loan Documents on terms reasonably acceptable to Administrative Agent;

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(d) obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e) Indebtedness that is by its terms, or by operation of law, nonrecourse to Borrower and its Subsidiaries (other than Excluded Subsidiaries) including, without limitation, Indebtedness in respect of purchase money obligations for fixed or capital assets, Seller Nonrecourse Debt, and community development district and similar obligations;

(f) Indebtedness incurred in connection with the financing of goods and services in the ordinary course of Borrower’s business including capital leases and financing of insurance premiums;

(g) Indebtedness under one or more A/C/I Facilities; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed (i) $270,000,000 if any of the Maximum Fourth Amendment Loan Commitment, the Fourth Amendment Loan Outstandings, any Unsecured Letter of Credit, or the Term A Loan is outstanding and unsecured or (ii) $500,000,000 if Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan;

(h) additional Indebtedness (other than Indebtedness existing on the Fifth Amendment Effective Date) which ranks pari passu with Indebtedness evidenced by the Notes, and having a maturity that is at least one hundred eighty (180) days after the Maturity Date and no scheduled payments of principal due under the terms of such Indebtedness before one hundred eighty (180) days after the Maturity Date, in an aggregate principal amount not to exceed $400,000,000 at any time outstanding;

(i) Indebtedness among Borrower and its Subsidiaries; provided that any such Indebtedness owed by Borrower or a Guarantor to any Subsidiary that is not a Guarantor, shall be subordinated to the prior payment in full of the Indebtedness under the Loan Documents;

(j) Indebtedness incurred by Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type

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obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within thirty (30) days following the incurrence thereof;

(k) Indebtedness consisting of “payment in kind” or other capitalized interest with respect to Indebtedness otherwise permitted in this Section 8.22;

(l) Subordinated Debt;

(m) obligations described in Section 8.11(n);

(n) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business in connection with cash management activities;

(o) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business;

(p) to the extent constituting Indebtedness, judgments, decrees, attachments or awards not constituting an Event of Default under Section 9.1(m);

(q) other Indebtedness in addition to the items listed in clauses (a) through (p) above, so long as such Indebtedness is incurred in the ordinary course of business and does not exceed $50,000,000 in the aggregate outstanding at any time; and

(r) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (q) above

For purposes of this Section 8.22, “Indebtedness” shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Swap Contract; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) deferred or equity compensation arrangements payable to directors, officers or employees); (e) indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person

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or is limited in recourse (with the amount of any such Indebtedness deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith); (f) capital leases; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interests that (i) mature or are subject to mandatory redemption, pursuant to a sinking fund obligation or otherwise, (ii) are convertible into or exchangeable or exercisable for Indebtedness, and (iii) are redeemable at the option of the holder of such equity interests, in each case on or before the date that is one hundred eighty (180) days after the Maturity Date; and (h) all guarantees of such Person in respect of any of the foregoing.

(z) Section 8.23 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.23 Intentionally Deleted.

(aa) Section 9.1(e) of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

(e) Borrower requests a withdrawal from the Interest Reserve Account that, after giving effect to such withdrawal, would cause Borrower to fail to maintain the minimum deposit required under Section 8.20 at any time Borrower is not in compliance with the required Cash Flow Coverage Ratio as set forth in such Section.

(bb) Section 9.1 of the Revolving Credit Agreement is hereby amended to add the following new clause (s) at the end thereof:

(s) Borrower has not, by no later than December 31, 2008, received gross proceeds equal to an aggregate of at least $152,500,000 from a combination of the rights offering described in Section 5.6 and the second closing described in Section 2.2 of that certain Investment Agreement, dated as of May 26, 2008, by and between Borrower and MP CA Homes LLC.

(cc) Schedule 1.1 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with Schedule 1.1 attached hereto.

(dd) Schedule 3.9 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with Schedule 3.9 attached hereto.

(ee) Schedule 8.9 of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with Schedule 8.9 attached hereto.

(ff) The Revolving Credit Agreement is hereby amended to add Schedule 8.22 attached hereto.

(gg) Exhibit G of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with Exhibit G attached hereto.

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(hh) Exhibit J of the Revolving Credit Agreement is hereby deleted in its entirety and replaced with Exhibit J attached hereto.

2. Amendments to the Term A Credit Agreement.

(a) Section 1.1 of the Term A Credit Agreement is hereby amended to add the following new definitions thereto in the correct alphabetical order:

“A/C/I Facility” means any credit agreement, note or other security offering or other debt facility (including trust certificate arrangements) in each case with banks, investment banks, insurance companies, mutual funds or other lenders or investors, providing financing to Borrower or any Subsidiary (other than an Excluded Subsidiary) secured by A/C/I Liens in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) all or any portion of the indebtedness under such agreement or facility or any successor or replacement agreement or facility.

“A/C/I Liens” means liens on property acquired, constructed, or improved by Borrower or a Subsidiary (other than an Excluded Subsidiary), which liens are either existing at the time of such acquisition, or at the time of completion of such construction or improvement, or created with one hundred and twenty (120) days after such acquisition or completion of construction or improvement, to secure indebtedness incurred or assumed to finance all or a part of such property under an A/C/I Facility, including any increase in the principal amount of such indebtedness and any extension of the repayment schedule and maturity of such indebtedness incurred or entered into in the ordinary course of business.

“Cash Flow From Operations” means, for Borrower and its Subsidiaries (other than Excluded Subsidiaries), on a consolidated basis, for any period, an amount equal to the sum of (a) net cash provided from (or used in) operating activities plus (b) Net Proceeds from the Disposition of properties and other assets as permitted under Section 8.16, plus (c) Consolidated Home Building Interest Expense (in each case, without duplication).

“Fourth Amendment” means that certain Fifth Amendment to Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement executed to be effective as of the Fourth Amendment Effective Date, by and among Borrower, Administrative Agent, each Lender party thereto, and certain other parties thereto.

“Fourth Amendment Effective Date” means June 27, 2008, the effective date of the Fourth Amendment.

(b) Section 1.1 of the Term A Credit Agreement is amended to delete the definitions of “Applicable Margin,” “FLS,” and “Project Finance Liens” and replace such definitions with the following:

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“Applicable Margin” means, as of any date of determination, a percentage per annum equal to (a) six percent (6.00%) on all Eurodollar Borrowings and (b) three and three quarters percent (3.75%) on all Reference Rate Borrowings; provided, however, that, if the Obligations are secured by collateral acceptable to Majority Lenders (other than any collateral existing on the Fourth Amendment Effective Date) then the Applicable Margin shall be a percentage per annum equal to (i) four and one half percent (4.50%) on all Eurodollar Borrowings and (ii) two and one quarter percent (2.25%) on all Reference Rate Borrowings.

“FLS” means Standard Pacific Mortgage, Inc. (f/k/a Family Lending Services, Inc.), a Delaware corporation.

“Project Financing Liens” means any deeds of trust, mortgages, or any other liens which secure any real property acquisition loans, development loans, construction loans, or any other loans pertaining to the acquisition and/or development of, or construction of improvements upon, real property, but excluding any lien referenced in Sections 8.1(b), (d), (e), (g), (l), (n) or (p).

(c) Section 3.5 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

3.5 Intentionally Deleted.

(d) Section 3.6 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

3.6 Intentionally Deleted.

(e) Section 4.1(d) of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

(d) If not sooner paid as required herein, then the principal indebtedness evidenced by each Note shall be payable in equal quarterly installments of $2,500,000 ($5,000,000 if Borrower enters into an A/C/I Facility with one or more lenders or institutional investors other than the Lenders under (and as defined in) the Revolving Credit Agreement pursuant to an amendment to the Revolving Credit Agreement), commencing September 30, 2008, and continuing on the last day of each December, March, June, and September thereafter, with a final payment of all unpaid principal on the Maturity Date.

(f) Section 4.1(g) of the Term A Credit Agreement is hereby deleted in its entirety.

(g) Section 4.14 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

4.14 Intentionally Deleted.

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(h) Section 7.6 of the Term A Credit Agreement is hereby amended to delete the phrase “since June 30, 2005” set forth therein and insert in lieu thereof, the phrase “since the date of the most recently delivered financial statements pursuant to Section 8.1(c)”

(i) Section 8.1(e) of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

(e) at the time of the delivery of the financial statements described in Sections 8.1(b), (c), and (d), a certificate of the chief financial officer, corporate controller, or the treasurer of Borrower (i) stating that to the knowledge of such officer no Default or Event of Default exists, or if such an event exists, stating the nature thereof and the action that Borrower proposes to take with respect thereto, and (ii) demonstrating in reasonable detail that Borrower was in compliance during the applicable period with the covenants set forth in Sections 8.17(d) and 8.20, (including a reconciliation of the amounts used to calculate the covenants pursuant to Sections 8.17(d) and 8.20 to such financial statements);

(j) Section 8.1 of the Term A Credit Agreement is hereby amended to delete paragraph (l) in its entirety, add the word “and” at the end of paragraph (m) thereof, delete the semicolon and the word “and” at the end of paragraph (n) thereof, to add a period at the end of paragraph (n) thereof, and to delete paragraph (o) in its entirety.

(k) Section 8.11 of the Term A Credit Agreement is hereby amended to delete paragraphs (o) and (p) thereof in their entirety, and replace such paragraphs with the following:

(o) liens granted pursuant to the Security Agreement and liens in favor of the administrative agent under the Revolving Credit Agreement and securing any portion of the Obligations as defined therein;

(p) A/C/I Liens securing indebtedness permitted pursuant to Section 8.22(g);

(q) liens securing Capitalized Lease Obligations; and

(r) any other liens not otherwise specified in Subsections 8.11(a) through (q) (except for Judgment Liens and Project Financing Liens, which shall in no event be permitted), so long as the aggregate amount of indebtedness secured by all such other liens does not at any time exceed $100,000,000.

(l) Section 8.12 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.12 Prepayment of Indebtedness. If a Default or an Event of Default has occurred and is continuing or an acceleration of the indebtedness evidenced by each Note has occurred, Borrower shall not voluntarily prepay, or permit any Subsidiary (other than an Excluded Subsidiary) to voluntarily prepay, the principal amount, in whole or in part, of any indebtedness other than (a) indebtedness owed to each Lender hereunder or under some other agreement between Borrower and such Lender, (b) indebtedness which ranks pari passu with indebtedness evidenced by each Note which is or becomes due and owing

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whether by reason of acceleration or otherwise and (c) indebtedness which is exchanged for, or converted into, capital stock (or warrants to acquire capital stock) of Borrower that does not require dividends or other distributions prohibited by Section 8.15; provided, however, that, notwithstanding anything in this Section 8.12 to the contrary, until such time as Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan, Borrower shall not, and shall not permit any Subsidiary to, voluntarily prepay, redeem, acquire, or repurchase for cash (or in exchange for indebtedness on terms more favorable to the holders thereof) any public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes, Subordinated Debt, or other public note indenture indebtedness ((except for (w) any A/C/I Facility solely with the proceeds of indebtedness otherwise permitted hereunder, (x) refinancing of such indebtedness with indebtedness permitted under Section 8.22, and (y) the exchange or conversion of all or part of such indebtedness into capital stock (or warrants or rights to acquire capital stock) of Borrower that does not require dividends or other distributions prohibited by Section 8.15, and (z) pre-existing commitments under Borrower’s 10b(5)-1 plan to repurchase public note indenture indebtedness which ranks pari passu with indebtedness evidenced by the Notes due in the calendar years 2008 and 2009, not to exceed $40,000,000 in the aggregate; provided further that Borrower agrees to terminate such plan to the extent that Borrower and its counsel, in their judgment, determine that Borrower may legally do so without the disclosure of any material non-public information that Borrower would not otherwise disclose).

(m) Section 8.15 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.15 Dividends and Subordinated Debt. Borrower shall not declare or pay any dividend on, or purchase, redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding, return any capital to its stockholders or make any distribution of assets to its stockholders, whether in cash, property, or obligations, or pay, repurchase, or redeem all or any part of any Subordinated Debt, transfer any property in payment of or as security for the payment of all or any part of any Subordinated Debt, or establish any sinking fund, reserve, or like set aside of funds or other property for the redemption, retirement, or repayment of all or any part of any Subordinated Debt, except:

(a) Subject to the subordination terms applicable to such Subordinated Debt, Borrower may make regularly scheduled and mandatory payments in respect of any Subordinated Debt as and when due by the terms thereof; provided, however, (A) that Borrower may, prepay or repurchase Subordinated Debt at any time from the proceeds of indebtedness issued by Borrower following the Closing Date so long as (i) the maturity date of all such indebtedness is at least one (1) year beyond the Maturity Date and (ii) no Default or Event of Default exists both before and after giving effect thereto and (B) Borrower may, pursuant to the terms of any convertible Subordinated Debt, issue shares of Borrower’s capital stock (and, so long as no Default or Event of Default exists both before and after giving effect thereto, cash in respect of fractional shares) upon conversion of such Subordinated Debt, and (C) Borrower may prepay or repurchase

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Subordinated Debt so long as Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan.

(b) Borrower may repurchase shares from Borrower’s employees in connection with tax withholding obligations associated with Borrower’s equity incentive plans; and

(c) Borrower may (i) make Convertible Note Hedge Payments substantially concurrently with its receipt of proceeds of convertible notes issued by Borrower and (ii) acquire shares of its capital stock pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than Convertible Note Hedge Payments made pursuant to Section 8.15(c)(i)); and

(d) Borrower may (i) declare or pay dividends on capital stock in the form of capital stock (or warrants or rights to acquire capital stock) of Borrower or through an accretion to the liquidation preference of such capital stock, (ii) purchase, redeem, retire or otherwise acquire capital stock or Subordinated Debt solely in consideration of capital stock (or warrants or rights to acquire capital stock) of Borrower, (iii) exchange capital stock or Subordinated Debt solely for capital stock (or warrants or rights to acquire capital stock) of Borrower or (iv) convert capital stock or Subordinated Debt solely into capital stock (or warrants or rights to acquire capital stock) of Borrower, in each case without transfer to the holders of capital stock or Subordinated Debt of any cash or other property of Borrower or any of its Subsidiaries in respect thereof.

(n) Section 8.17 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.17 Limitation on Investments. Borrower shall not, nor shall it permit any Subsidiary (other than an Excluded Subsidiary) to, make any Investment or otherwise acquire any interest in any Person, except:

(a)(i) Investments by Subsidiaries in Borrower consisting of loans or other indebtedness or guarantees of indebtedness otherwise permitted hereunder and (ii) Investments in Subsidiaries (which are not Excluded Subsidiaries) (x) existing on the Closing Date, or (y) formed or acquired after the Closing Date, in each case so long as Borrower and such Subsidiary comply with Section 8.9;

(b) Investments in Home Building Joint Ventures;

(c) Temporary Cash Investments;

(d) Investments in Persons engaged in businesses other than homebuilding at any time outstanding not to exceed the greater of (i) fifteen percent (15%) of Consolidated Tangible Net Worth or (ii) $75,000,000, each as determined as of the last day of each fiscal quarter of Borrower; and

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(e) Borrower may (i) make Convertible Note Hedge Payments substantially concurrently with its receipt of proceeds of convertible notes issued by Borrower and (ii) acquire shares of its capital stock pursuant to any Convertible Note Hedge without transfer of any cash or other property of Borrower or any of its Subsidiaries (other than Convertible Note Hedge Payments made pursuant to Section 8.17(e)(i)).

(o) Section 8.18 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.18 Intentionally Deleted.

(p) Section 8.19 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.19 Intentionally Deleted.

(q) Section 8.20 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.20 Minimum Cash Flow Coverage. Borrower shall not permit, as of the last day of each fiscal quarter of Borrower, the ratio (the “Cash Flow Coverage Ratio”) of (a) Cash Flow From Operations to (b) Consolidated Home Building Interest Incurred less non-cash interest expense, for any period consisting of the preceding four (4) consecutive fiscal quarters, to be less than 1.75 to 1.0 unless Borrower has deposited into a deposit account held at Administrative Agent (the “Interest Reserve Account”) an amount equal to the amount of Consolidated Home Building Interest Incurred less non-cash interest expense for the period consisting of the preceding four (4) consecutive fiscal quarters (and shall maintain such amount on deposit with Administrative Agent at all times until a compliance certificate is submitted to Administrative Agent pursuant to Section 8.1(e) reflecting that Borrower has met the Cash Flow Coverage Ratio set forth above for the most recently ended four (4) consecutive fiscal quarters).

(r) Section 8.22 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

8.22 Indebtedness. Borrower shall not, nor shall it permit any Subsidiary (other than an Excluded Subsidiary) to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 8.22 and (ii) with respect to any public note indenture Indebtedness included on such Schedule, and any Indebtedness under the Revolving Credit Agreement, any refinancings, refundings, renewals or extensions thereof; provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable

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amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (B) the refinancing Indebtedness shall be subordinated in right of payment to the Indebtedness under the Loan Documents, if at all, on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, refunded renewed or extended , and (C) the extended maturity is at least one hundred eighty (180) days after the Maturity Date and no scheduled payments of principal will be due under the terms of such Indebtedness before one hundred eighty (180) days after the Maturity Date;

(c) Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any other Subsidiary; provided that the Borrower and the Guarantors may not guarantee Indebtedness of a Subsidiary that is not a Guarantor unless such guarantee is subordinated to the prior payment in full of the Indebtedness under the Loan Documents on terms reasonably acceptable to Administrative Agent;

(d) obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e) Indebtedness that is by its terms, or by operation of law, nonrecourse to Borrower and its Subsidiaries (other than Excluded Subsidiaries) including, without limitation, Indebtedness in respect of purchase money obligations for fixed or capital assets, Seller Nonrecourse Debt, and community development district and similar obligations;

(f) Indebtedness incurred in connection with the financing of goods and services in the ordinary course of Borrower’s business including capital leases and financing of insurance premiums;

(g) Indebtedness under one or more A/C/I Facilities; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed (i) $270,000,000 if any of the Maximum Fourth Amendment Loan Commitment, the Fourth Amendment Loan Outstandings, any Unsecured Letter of Credit, or the Term A Loan is outstanding and unsecured or (ii) $500,000,000 if Borrower repays and terminates, fully secures with first priority liens (subject to Customary Permitted Liens) satisfactory to Administrative Agent, or a combination thereof, all of the Maximum Fourth Amendment Loan Commitment, all Fourth Amendment Loan Outstandings, each Unsecured Letter of Credit, and the Term A Loan;

(h) additional Indebtedness (other than Indebtedness existing on the Fifth

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Amendment Effective Date) which ranks pari passu with Indebtedness evidenced by the Notes, and having a maturity that is at least one hundred eighty (180) days after the Maturity Date and no scheduled payments of principal due under the terms of such Indebtedness before one hundred eighty (180) days after the Maturity Date, in an aggregate principal amount not to exceed $400,000,000 at any time outstanding;

(i) Indebtedness among Borrower and its Subsidiaries; provided that any such Indebtedness owed by Borrower or a Guarantor to any Subsidiary that is not a Guarantor, shall be subordinated to the prior payment in full of the Indebtedness under the Loan Documents;

(j) Indebtedness incurred by Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within thirty (30) days following the incurrence thereof;

(k) Indebtedness consisting of “payment in kind” or other capitalized interest with respect to Indebtedness otherwise permitted in this Section 8.22;

(l) Subordinated Debt;

(m) obligations described in Section 8.11(n);

(n) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course of business in connection with cash management activities;

(o) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business;

(p) to the extent constituting Indebtedness, judgments, decrees, attachments or awards not constituting an Event of Default under Section 9.1(m);

(q) other Indebtedness in addition to the items listed in clauses (a) through (p) above, so long as such Indebtedness is incurred in the ordinary course of business and does not exceed $50,000,000 in the aggregate outstanding at any time; and

(r) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (q) above

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For purposes of this Section 8.22, “Indebtedness” shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Swap Contract; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) deferred or equity compensation arrangements payable to directors, officers or employees); (e) indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (with the amount of any such Indebtedness deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith); (f) capital leases; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interests that (i) mature or are subject to mandatory redemption, pursuant to a sinking fund obligation or otherwise, (ii) are convertible into or exchangeable or exercisable for Indebtedness, and (iii) are redeemable at the option of the holder of such equity interests, in each case on or before the date that is one hundred eighty (180) days after the Maturity Date; and (h) all guarantees of such Person in respect of any of the foregoing.

(s) Section 9.1(e) of the Term A Credit Agreement is hereby deleted in its entirety and replaced with the following:

(e) Borrower requests a withdrawal from the Interest Reserve Account that, after giving effect to such withdrawal, would cause Borrower to fail to maintain the minimum deposit required under Section 8.20 at any time Borrower is not in compliance with the required Cash Flow Coverage Ratio as set forth in such Section.

(t) Section 9.1 of the Term A Credit Agreement is hereby amended to add the following new clause (s) at the end thereof:

(s) Borrower has not, by no later than December 31, 2008, received gross proceeds equal to an aggregate of at least $152,500,000 from a combination of the rights offering described in Section 5.6 and the second closing described in Section 2.2 of that certain Investment Agreement, dated as of May 26, 2008, by and between Borrower and MP CA Homes LLC.

(u) Schedule 8.9 of the Term A Credit Agreement is hereby deleted in its entirety and replaced with Schedule 8.9 attached hereto.

(v) Exhibit G of the Term A Credit Agreement is hereby deleted in its entirety and replaced

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with Exhibit G attached hereto.

(w) The Term A Credit Agreement is hereby amended to add Schedule 8.22 attached hereto.

3. Amendment of Revolving Credit Agreement, Term A Credit Agreement, and Other Loan Documents.

(a) All references in the Loan Documents to the Revolving Credit Agreement shall henceforth include references to the Revolving Credit Agreement, as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, renewed, extended, restated, and/or increased.

(b) All references in the Loan Documents to the Term A Credit Agreement shall henceforth include references to the Term A Credit Agreement, as modified and amended by this Amendment, and as may, from time to time, be further modified, amended, renewed, extended, restated, and/or increased.

(c) Any and all of the terms and provisions of the Loan Documents under the Revolving Credit Agreement and the Loan Documents under the Term A Credit Agreement (collectively, the “Facility Documents”) are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

4. Waivers.

(a) Revolver Lenders previously granted a temporary waiver of any Default or Event of Default arising solely as a result of (i) the Revolver FAS 109 Financial Covenant Non-Compliance (ii) the Additional Revolver Financial Covenant Non-Compliance, and (iii) Revolver Other Agreement Non-Compliance, each as set forth in the Fourth Amendment, until the Revolver Waiver Expiration Date (as defined in the Fourth Amendment).

(b) Term A Lenders previously granted a temporary waiver of any Default or Event of Default arising solely as a result of (i) the Term A FAS 109 Financial Covenant Non-Compliance (ii) the Additional Term A Financial Covenant Non-Compliance, and (iii) the Term A Other Agreement Non-Compliance, each as set forth in the Third Amendment, until the Term A Waiver Expiration Date (as defined in the Third Amendment).

(c) Revolver Lenders hereby permanently extend the waiver of the existence of the Revolver FAS 109 Financial Covenant Non-Compliance, the Additional Revolver Financial Covenant Non-Compliance, and the Revolver Other Agreement Non-Compliance, and any Default or Event of Default created thereby.

(d) Term A Lenders hereby permanently extend the waiver of the existence of the Term A FAS 109 Financial Covenant Non-Compliance, the Additional Term A Financial Covenant Non-Compliance, and the Term A Other Agreement Non-Compliance, and any Default or Event of Default created thereby.

(e) The waivers hereby extended by Revolver Lenders and Term A Lenders do not (i) constitute a waiver or modification of any other terms or provisions set forth in the Revolving Credit Agreement or Term A Credit Agreement, as applicable, or any other Loan Document executed therewith,

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and shall not impair any right that (A) Revolver Administrative Agent or any Revolver Lender may now or hereafter have under or in connection with the Revolving Credit Agreement or any other Loan Document executed in connection therewith or (B) Term A Administrative Agent or any Term A Lender, may now or hereafter have under or in connection with the Term A Credit Agreement or any other Loan Document executed in connection therewith, (ii) impair any rights of (A) Revolver Administrative Agent or any Revolver Lender to insist upon strict compliance with the Revolving Credit Agreement, as amended or otherwise modified hereby, or the other Loan Documents executed in connection therewith, or (B) Term A Administrative Agent or any Term A Lender to insist upon strict compliance with the Term A Credit Agreement, as amended or otherwise modified hereby, or the other Loan Documents executed in connection therewith, and (iii) does not extend to any other Loan Document. The Loan Documents continue to bind and inure to Borrower, Revolver Administrative Agent, each Revolver Lender, Term A Administrative Agent, each Term A Lender, and their respective successors and permitted assigns.

5. Ratifications. Borrower (a) ratifies and confirms all provisions of the Facility Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to Revolver Administrative Agent, Term Administrative Agent, or any Lender under the Facility Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future Obligations under the Revolving Credit Agreement and Obligations under the Term A Credit Agreement, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as Revolver Administrative Agent or Term Administrative Agent may reasonably request in order to create, perfect, preserve, and protect such guaranties, assurances, and liens.

6. Representations. Borrower represents and warrants to Revolver Administrative Agent, Term Administrative Agent, the Revolver Lenders, and the Term A Lenders that as of the date of this Amendment and after giving effect thereto: (a) this Amendment and each other document entered into by Borrower and each Guarantor in connection with this Amendment (collectively, the “Amendment Documents”), have been duly authorized, executed, and delivered by Borrower and each Guarantor; (b) other than filings related to the recordation and perfection of the liens on Model Unit Collateral and the Additional Collateral, no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance of the Amendment Documents by Borrower or any Guarantor; (c) the Facility Documents, as amended by this Amendment, are valid and binding upon Borrower and each Guarantor and are enforceable against Borrower and each Guarantor in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally or by general principles of equity; (d) the execution, delivery, and performance of this Amendment by Borrower and each Guarantor do not require the consent of any other Person and do not and will not constitute a violation of any order of any Governmental Authority, or material agreements to which Borrower or any Guarantor is a party thereto or by which Borrower or any Guarantor is bound; (e) all representations and warranties in the Facility Documents are true and correct in all material respects on and as of the date of this Amendment, except to the extent that (i) any of them speak to a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Revolving Credit Agreement and the Term A Credit Agreement; and (f) after giving effect to this Amendment, no Default or Event of Default exists under the Revolving Credit Agreement or the Term A Credit Agreement.

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7. Conditions. This Amendment shall not be effective unless and until:

(a) Revolver Administrative Agent and Term Administrative Agent shall have received this Amendment duly executed by Borrower, Guarantors, Revolver Administrative Agent, Term Administrative Agent, the Aggregate Majority Lenders, the Majority Lenders under the Revolving Credit Agreement and the Majority Term A Lenders under the Term A Credit Agreement;

(b) the representations and warranties in this Amendment are true and correct in all material respects on and as of the date of this Amendment;

(c) Revolver Administrative Agent and Term A Administrative Agent shall have received an officer’s certificate of Borrower certifying (i) the constituent documents of Borrower (or any changes thereto, if any, since the date last certified to Revolver Administrative Agent and Term A Administrative Agent), (ii) the incumbency of the officers of Borrower authorized to execute the Amendment Documents, (iii) certificate of existence and good standing of Borrower certified by the Secretary of State of the State of Delaware, and (iv) resolutions adopted by the Board of Directors of Borrower authorizing the execution, delivery, and performance of the Amendment Documents;

(d) Revolver Administrative Agent shall have received, (i) for the benefit of each Revolver Lender that provides their signature pages to this Amendment by noon, New York time, June 27, 2008 (each a “Consenting Revolver Lender”), a fee equal to the product of (A) $1,975,000 times (B) the result of (x) the amount of such Revolver Lender’s Commitment on the effective date of, and after giving effect to, this Amendment, divided by (y) the total aggregate Commitments of all Consenting Revolver Lenders and (ii) such other fees (without duplication of the fee referenced in clause (i) above) and expenses in such amounts and at such times as heretofore set forth in a letter agreement between Borrower, Revolver Administrative Agent and Banc of America Securities LLC, and as otherwise required under the Revolving Credit Agreement;

(e) Term A Administrative Agent shall have received (i) for the benefit of each Term A Lender that provides their signature pages to this Amendment by noon, New York time, June 27, 2008 (each a “Consenting Term A Lender”), a fee equal to the product of (A) $325,000 times (B) the result of (x) the amount of such Term A Lender’s Commitment on the effective date of, and after giving effect to, this Amendment, divided by (y) the total aggregate Commitments of all Consenting Term A Lenders and (ii) such other fees (without duplication of the fee referenced in clause (i) above) and expenses in such amounts and at such times as heretofore set forth in a letter agreement between Borrower, Term A Administrative Agent and Banc of America Securities LLC, and as otherwise required under the Term A Credit Agreement;

(f) In addition to the fees and expenses set forth in clauses (d) and (e) above, Borrower shall have paid to Revolver Administrative Agent, Term A Administrative Agent, Revolver Lenders, and Term A Lenders all expenses of each such Person, (including their respective attorneys’) incurred in connection with the Revolving Credit Agreement and the Term A Credit Agreement and each of the other Loan Documents to the extent that invoices are presented to Borrower for payment prior to 5:00 p.m., eastern time, on June 27, 2008 (with any invoice submitted after that time being payable by Borrower promptly after such invoice is delivered to Borrower);

(g) Revolver Administrative Agent shall have received from Borrower a payment in the amount of $35,000,000, together with interest thereon, to be applied to the Outstanding Amount of all

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Fourth Amendment Loan Outstandings of each Lender, according to each such Lender’s Pro Rata Share, such that the Outstanding Amount of all Fourth Amendment Loan Outstandings shall not exceed $55,000,000 as of the date hereof.

(h) Term A Administrative Agent shall have received from Borrower a payment in the amount of $35,000,000, together with interest thereon, to be applied to the Outstanding Amount of the Term A Loan of each Lender, according to each such Lender’s Pro Rata Share, such that the Outstanding Amount of the Term A Loan shall not exceed $65,000,000 as of the date hereof.

(i) Revolver Administrative Agent and Term A Administrative Agent shall have received from Borrower, (i) documentation evidencing an initial equity investment in Borrower by MP CA Homes LLC in an amount of not less than $380 million (prior to transaction costs) and (ii) a true and correct copy of the Investment Agreement dated as of May 26, 2008, by and between Borrower and MP CA Homes LLC as such document was filed with the most recent 8-K of Borrower, as amended (any such amendments in form and content satisfactory to Revolver Administrative Agent and Term A Administrative Agent in their reasonable discretion).

8. Continued Effect. Except to the extent amended hereby or by any documents executed in connection herewith, all terms, provisions, and conditions of the Revolving Credit Agreement, the Term A Credit Agreement, and the other Facility Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

9. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed, and its performance enforced, under California law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document.

10. Parties. This Amendment binds and inures to each party hereto and their respective successors and permitted assigns.

11. RELEASE. BORROWER AND EACH GUARANTOR HEREBY ACKNOWLEDGE THAT THE OBLIGATIONS UNDER THE REVOLVING CREDIT AGREEMENT, EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A CREDIT AGREEMENT, AND EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RESCISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS UNDER THE REVOLVING CREDIT AGREEMENT, EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A CREDIT AGREEMENT, AND EACH LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM ANY CREDIT PARTY. BORROWER AND EACH GUARANTOR HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH AGENT-RELATED PERSON, EACH ISSUING BANK, EACH LENDER AND ITS PREDECESSORS,

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AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, AGENTS, ATTORNEYS-IN-FACT, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER OR ANY GUARANTOR MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF THE REVOLVING CREDIT AGREEMENT, ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A CREDIT AGREEMENT, OR ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE REVOLVING CREDIT AGREEMENT, ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, THE TERM A CREDIT AGREEMENT, OR ANY LOAN DOCUMENT EXECUTED IN CONNECTION THEREWITH, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

12. Waiver of Section 1542 of the Civil Code of California. Borrower and each Guarantor hereby expressly waive the provisions of Section 1542 of the Civil Code of California, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

13. ENTIRETIES. THE REVOLVING CREDIT AGREEMENT, THE TERM A CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE REVOLVING CREDIT AGREEMENT AND THE TERM A CREDIT AGREEMENT, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND FOURTH

AMENDMENT TO TERM LOAN A CREDIT AGREEMENT

EXECUTED BY

STANDARD PACIFIC CORP., AS BORROWER,

BANK OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

THE REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

EXECUTED as of the day and year first mentioned.

STANDARD PACIFIC CORP., a Delaware corporation
By:	/s/ Andrew H. Parnes
	Andrew H. Parnes Executive Vice President-Finance and Chief Financial Officer
By:	/s/ Lloyd H. McKibbin
	Lloyd H. McKibbin Senior Vice President and Treasurer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND FOURTH

AMENDMENT TO TERM LOAN A CREDIT AGREEMENT

EXECUTED BY

STANDARD PACIFIC CORP., AS BORROWER,

BANK OF AMERICA, N.A., AS REVOLVER ADMINISTRATIVE AGENT,

BANK OF AMERICA, N.A., AS TERM ADMINISTRATIVE AGENT,

THE REVOLVER LENDERS PARTY HERETO, AND THE TERM A LENDERS PARTY HERETO

BANK OF AMERICA, N.A., as Revolver Administrative Agent
By:	/s/ Eyal Namordi
	Name: Eyal Namordi Title: Senior Vice President
BANK OF AMERICA, N.A., as Term Administrative Agent
By:	/s/ Eyal Namordi
	Name: Eyal Namordi Title: Senior Vice President

EX-10.5

Exhibit 10.5

NOTICE OF REVOLVER AND TERM A AMENDMENT

June 30, 2008

To: Each of the Lenders under and as defined in the Term B Credit Agreement defined below.

Re: Notice of Revolver and Term A Amendment (this “Notice”)

Ladies and Gentlemen:

Reference is hereby made to that certain (a) Revolving Credit Agreement dated as of August 31, 2005, executed by Standard Pacific Corp. (“Borrower”), Bank of America, N.A. (“Bank of America”), as Administrative Agent and L/C Issuer, and the Lenders defined therein (such Lenders are collectively, the “Revolver Lenders” and individually a “Revolver Lender”) (as amended, the “Revolving Credit Agreement”), (b) Term Loan A Credit Agreement dated as of May 5, 2006, by and among Borrower, Bank of America, as Administrative Agent, and each of the Lenders defined therein (such Lenders are collectively, the “Term A Lenders” and individually a “Term A Lender”) (as amended, the “Term A Credit Agreement”), and (c) that certain Term Loan B Credit Agreement dated as of May 5, 2006, by and among Borrower, Bank of America, as Administrative Agent (in such capacity, “Administrative Agent”), and each of the Lenders defined therein (such Lenders are collectively, the “Lenders” and individually a “Lender”) (as amended, the “Term B Credit Agreement”). Unless otherwise defined herein, capitalized terms shall have the same meanings as specified therefor in the Term B Credit Agreement.

1. Notice of Amendment of Revolving Credit Agreement and Term A Credit Agreement.

Pursuant to that certain Fifth Amendment Revolving Credit Agreement and Fourth Amendment to Term Loan A Credit Agreement executed to be effective as of June 30, 2008, by and among Borrower, Bank of America, each Revolver Lender and Term A Lender party thereto, and certain other parties (the “Revolver and Term A Amendment”), a copy of which is attached hereto as Exhibit A, certain covenants and defined terms in the Revolving Credit Agreement and the Term A Credit Agreement have been modified. Pursuant to Section 11.1 of the Term B Credit Agreement, any modifications of the provisions of the Revolving Credit Agreement and Term A Credit Agreement that correspond to Sections 3.5, 3.6, any Section of Article 7, any Section of Article 8, or Sections 9.1(c) through (o) (and related definitions) of the Term B Credit Agreement (collectively, the “Auto-Amend Provisions”), shall also automatically modify the Auto-Amend Provisions in the Term B Credit Agreement. Borrower and Administrative Agent hereby notify Lenders that such Auto-Amend Provisions in the Term B Credit Agreement have been modified to the extent so modified in the Revolver and Term A Amendment.

2. Notice of Waiver of Revolving Credit Agreement and Term A Credit Agreement.

Pursuant to, and subject to the conditions set forth in, the Revolver and Term A Amendment, each Revolver Lender and Term A Lender party thereto permanently extended previously granted waivers of

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any violations of (a) (i) Section 8.17(b) (Limitations on Investments in Homebuilding Joint Ventures), (ii) Section 8.17(d) (Limitations on Investments in Persons other than Homebuilding Joint Ventures), (iii) Section 8.18 (Consolidated Tangible Net Worth), (iv) Section 8.19 (Leverage and Unsold Land), and (v) Section 8.20 (Minimum Interest Coverage), each as set forth in the Revolving Credit Agreement and the Term A Credit Agreement, arising as a result of the application of a recently modified interpretation of the standards regarding determination of valuation allowances as set forth in FASB Statement No. 109, Accounting for Income Taxes (“FAS 109”), each for the fiscal quarter ended March 31, 2008, and (b) (i) Section 8.17(b) (Limitations on Investments in Homebuilding Joint Ventures) and Section 8.17(d) (Limitations on Investments in Persons other than Homebuilding Joint Ventures), each as set forth in the Revolving Credit Agreement and the Term A Credit Agreement, and each as a result of the requirement that Borrower reduce its deferred tax assets by a valuation allowance under such modified interpretation of FAS 109, (ii) Section 8.18 (Consolidated Tangible Net Worth), (iii) Section 8.19 (Leverage and Unsold Land), (iv) Section 8.20 (Minimum Interest Coverage), and (v) Section 9.1(e), each effective as of April 1, 2008. Pursuant to Section 11.1 of the Term B Credit Agreement, any waiver of the provisions of the Revolving Credit Agreement and Term A Credit Agreement that correspond to Sections 3.5, 3.6, any Section of Article 7, any Section of Article 8, or Sections 9.1(c) through (o) (and related definitions) of the Term B Credit Agreement (collectively, the “Auto-Waiver Provisions”), shall also automatically waive the Auto-Waiver Provisions that correspond to Sections 3.5, 3.6, any Section of Article 7, or any Section of Article 8 in the Term B Credit Agreement and shall also automatically waive the Auto-Waiver Provisions that correspond to Sections 9.1(c) through (o) in the Term B Credit Agreement that occurred within thirty (30) days prior to the date of the waiver. Borrower and Administrative Agent hereby notify Lenders that any Default or Event of Default arising under the Auto-Waiver Provisions that correspond to Sections 3.5, 3.6, any Section of Article 7, or any Section of Article 8 in the Term B Credit Agreement have been waived, and any Default or Event of Default arising under the Auto-Waiver Provisions that correspond to Sections 9.1(c) through (o) in the Term B Credit Agreement that occurred within thirty (30) days prior to May 13, 2008 have been permanently waived.

3. ENTIRETIES. THE TERM B CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS NOTICE, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow.]

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Very truly yours,

BANK OF AMERICA, N.A., as Administrative Agent

By:	/s/ Eyal Namordi
	Eyal Namordi Senior Vice President

Accepted and Agreed to as of June 30, 2008:

STANDARD PACIFIC CORP.

By:	/s/ Andrew H. Parnes
	Name: Andrew H. Parnes Title: Executive Vice President

EX-99.1

Exhibit 99.1

News Release

STANDARD PACIFIC CORP. CLOSES FIRST PHASE OF MATLINPATTERSON EQUITY INVESTMENT

Announces Amendment To Bank Credit Facilities

IRVINE, CALIFORNIA, June 30, 2008. Standard Pacific Corp. (NYSE: SPF) today announced that it has closed the first phase of the previously announced $530 million equity commitment from MatlinPatterson Global Advisers LLC.

This closing resulted in MatlinPatterson purchasing approximately $381 million of a new series of Standard Pacific senior convertible preferred stock, which, subject to stockholder approval, will be convertible into 125 million shares of Standard Pacific common stock at a conversion price of $3.05 per share. Additionally, MatlinPatterson exchanged approximately $128.5 million of Standard Pacific’s senior and subordinated debt for warrants to acquire preferred stock, potentially convertible into 89.4 million shares of Standard Pacific common stock at a common stock equivalent exercise price of $4.10 per share.

This closing was contingent upon Standard Pacific amending its bank credit facilities, which has also been successfully completed. As part of the amendment, Standard Pacific reduced its total commitment under the revolving credit facility from $500 million to $395 million, paid down its revolver balance from $90 million to $55 million and its Term Loan A balance from $100 million to $65 million, agreed to make quarterly principal amortization payments of $2.5 million under each of the revolver and Term Loan A and agreed to secure future borrowings.

The financial covenants contained in the Revolver and Term Loan A credit facilities were modified to eliminate consolidated tangible net worth, leverage, unsold land and minimum interest coverage covenants, and the borrowing base and limitations on joint venture investments were also eliminated. The amended credit facilities contain a new liquidity test requiring the Company to maintain either a minimum ratio of cash flow from operations to consolidated home building interest incurred or a minimum liquidity reserve and also prohibit, subject to various exceptions, the repurchase of capital stock, payment of dividends and the incurrence and early repayment of debt.

The financial covenants, including the elimination of the borrowing base, and certain other provisions of the Company’s $225 million Term Loan B were automatically amended to match those of the Revolver and Term Loan A as of the effective time of the amendment.

Jeffrey V. Peterson, Standard Pacific’s Chairman, CEO and President said, “With the closing of the first phase of MatlinPatterson’s investment, the amendment to our credit facilities, and with a substantial increase in our cash on hand we believe we are well positioned to weather the current housing downturn and to take advantage of new opportunities as they arise. In addition, we look forward to

moving ahead to complete the second phase of the MatlinPatterson transaction, our previously announced $152.5 million ($3.05 per share) transferable rights offering for approximately 50 million shares of common stock, in which stockholders of record will be eligible to participate on a pro-rata ownership basis.” MatlinPatterson has agreed to purchase any unsubscribed shares in the rights offering in the form of preferred stock.

About Standard Pacific Corp.

Standard Pacific Corp., one of the nation’s largest homebuilders, has built homes for more than 100,000 families during its 42-year history. The Company constructs homes within a wide range of price and size targeting a broad range of homebuyers. Standard Pacific operates in many of the largest housing markets in the country with operations in major metropolitan areas in California, Florida, Arizona, the Carolinas, Texas, Colorado and Nevada. The Company provides mortgage financing and title services to its homebuyers through its subsidiaries and joint ventures, Standard Pacific Mortgage, Inc., SPH Home Mortgage, Universal Land Title of South Florida and SPH Title. For more information about the Company and its new home developments, please visit our website at: http://www.standardpacifichomes.com.

About MatlinPatterson

MatlinPatterson is a $9 billion global private equity franchise. Over a 14-year period, the firm and its investment professionals have successfully invested across a broad range of industries in over 25 countries and have led the restructuring of and made substantial investments in more than 65 companies. MatlinPatterson has a strong record of working with management teams to further their strategic plans.

IMPORTANT INFORMATION

Standard Pacific intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the investment discussed above and the related stockholder approval of the conversion of the preferred stock (the “Transaction”). Stockholders should read the proxy statement and other relevant documents when they become available because they will contain important information about the Transaction. The proxy statement, any amendments or supplements to the proxy statement, and other relevant documents filed by the Company with the SEC will be available for free at www.sec.gov and at the Company’s website, www.standardpacifichomes.com, or by writing to: Standard Pacific Corp., 15326 Alton Parkway Irvine, CA 92618 (Attn: Corporate Secretary). The Company and its executive officers and directors may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Transaction. Information regarding the Company’s directors and executive officers appears in the Company’s definitive proxy statement for its 2008 annual meeting, which was filed with the SEC on April 2, 2008. Additional information regarding their interests, equity and otherwise, will be included in the proxy statement to be filed in connection with the Transaction.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

This news release contains forward-looking statements. These statements include but are not limited to statements regarding: our ability to commence and complete a $152.5 million transferable rights offering and the availability and our ability to take advantage of possible new opportunities. Such statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of our control and difficult to forecast that may cause actual results to

differ materially from those that may be described or implied. In particular, to the extent that such statements relate to the proposed transferable rights offering referred to in this release, there is a risk, among others, that the rights offering might not be completed.

Contacts:

Andrew H. Parnes

Executive Vice President-Finance & CFO

(949) 789-1616

aparnes@stanpac.com

Lloyd H. McKibbin

Senior Vice President & Treasurer

(949) 789-1603

lmckibbin@stanpac.com

Joele Frank or Andrea Priest

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449