EXHIBIT 4.16 - ------------ AMENDMENT NO. 1 TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT ----------------------- THIS AMENDMENT NO. 1 TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT (the "Amendment"), dated as of June 30, 1997, is made by and between ARVIDA/JMB PARTNERS, L.P. II, a Delaware limited partnership ("Borrower") on the one hand, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, and BANK OF AMERICA ILLINOIS, an Illinois banking corporation, formerly known as Continental Bank N.A. and Continental Bank (collectively, the "Bank"). RECITALS -------- A. The parties hereto entered into a Letter of Credit Reimbursement Agreement dated as of May 30, 1997 (the "Agreement") with respect to the Letters of Credit described on Exhibit "A" hereto. B. The parties hereto desire to amend the Agreement to extend the Maturity Date as defined in the Agreement from June 30, 1997 to July 22, 1997. C. The obligations of Borrower were guaranteed pursuant to a Guaranty dated as of May 30, 1997. NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Bank hereby covenant and agree to amend the Agreement as set forth below. All capitalized terms used herein shall, unless otherwise defined herein, have the meanings assigned to them in the Agreement. 1. MATURITY DATE. The definition of "Maturity Date" as set forth in Section 1.1 of the Agreement is hereby amended to read as follows: "Maturity Date" means July 22, 1997. 2. MISCELLANEOUS. 2.1 EFFECT OF AMENDMENT. The Agreement shall remain in full force and effect except as specifically set forth herein. 2.2 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, together, shall constitute but one and the same agreement. 1 IN WITNESS WHEREOF, Borrower and Bank have executed this Reimbursement Agreement on the year and date first hereinabove set forth. BORROWER: ARVIDA/JMB PARTNERS, L.P. II, a Delaware limited partnership By: Arvida/JMB Managers II, Inc., a Delaware corporation, its General Partner By: ------------------------------ Name: ------------------------ Title: ------------------------ BANK: BANK OF AMERICA ILLINOIS, an Illinois banking corporation in its capacity as Managing Co-Agent By: ------------------------------ Name: ------------------------ Title: ------------------------ BANK OF AMERICA ILLINOIS, an Illinois banking corporation in all capacities hereunder other than as Managing Co-Agent BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association By: ------------------------------ Name: ------------------------ Title: ------------------------ CONSENT OF GUARANTORS Each of the undersigned hereby consents to the foregoing Amendment CATELLUS RESIDENTIAL GROUP, a Address: 5 Park Plaza California corporation Suite 400 Irvine, California 92614 By: ------------------------------ Name: ------------------------ Title: ------------------------ By: ------------------------------ Name: ------------------------ Title: ------------------------ STANDARD PACIFIC OF ORANGE COUNTY, INC., a Nevada corporation Address: 1565 West MacArthur Blvd. Costa Mesa, By: California 92626 ------------------------------ Name: ------------------------ Title: ------------------------ By: ------------------------------ Name: ------------------------ Title: ------------------------ STARWOOD OPPORTUNITY FUND IV, L.P., a Delaware limited partnership Address: 5090 North 40th Street, Suite 190 By: Phoenix, Arizona 95018 ------------------------------ Name: ----------------------- Title: ----------------------- By: ------------------------------ Name: ----------------------- Title: ----------------------- EXHIBIT "A" LETTERS OF CREDIT ----------------- Obligee: County of Orange, EMA/Regulation/Grading Section Agreement #: LASB214312 Instrument type: Letter of Credit Amount: $21,030.00 Reason: Grading performance Obligee: County of Orange, EMA/Regulation/Grading Section Agreement #: LASB214313 Instrument type: Letter of Credit Amount: $101,520.00 Reason: Grading performance Obligee: County of Orange, EMA/Regulation/Grading Section Agreement #: LASB214314 Instrument type: Letter of Credit Amount: $140,640.00 Reason: Grading performance Obligee: County of Orange, EMA/Regulation/Grading Section Agreement #: LASB214315 Instrument type: Letter of Credit Amount: $271,800.00 Reason: Grading performance Obligee: County of Orange, EMA/Regulation/Grading Section Agreement #: LASB214316 Instrument type: Letter of Credit Amount: $537,480.00 Reason: Grading performance Obligee: City of San Clemente Agreement #: LASB214677 Instrument type: Letter of Credit Amount: $1,500,000.00 Reason: Grading erosion control & Landscaping -311401 Avenida Pico Obligee: Amwest Surety Agreement #: 220668 Instrument type: Letter of Credit Amount: $100,000.00