Exhibit 4.3


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY.  THIS SECURITY
IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
ANOTHER NOMINEE OF THE DEPOSITARY OR TO THE DEPOSITARY OR BY ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


 


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


 


 


THE RYLAND GROUP, INC.


 


8.4%  Senior Notes due 2017


 


CUSIP # 783764 AN3


 


	
  No. R-1

  	
   

  	
  $230,000,000

  



 


THE RYLAND GROUP, INC., a Maryland corporation (herein called the “Company,”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of Two Hundred Thirty Million
Dollars on May 15, 2017, at the office or agency of the Company referred
to below, and to pay interest thereon, accruing from May 5, 2009, on November 15,
2009 and semi-annually thereafter on May 15 and November 15 in each
year, at the rate of 8.4% per
annum until the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be May 1 or November 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 













 


2


 


Payment of the principal of, and interest on, this Security will be
made at the office appointed by the Company in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company
payment of interest may be made (i) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
or (ii) by wire transfer to an account maintained by the Person entitled
thereto.


 


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


 


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


 













 


3


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


 


	
  Dated:  May 5, 2009

  	
   

  	
   

  	
   

  	
  THE RYLAND GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Gordon A. Milne

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Gordon A. Milne

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President and Chief Financial

  
	
   

  	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
    /s/ Timothy J. Geckle

  	
   

  	
   

  	
   

  
	
  Timothy J. Geckle

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
							



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.


 


The Bank of New York Mellon Trust Company, N.A. (as successor to
JPMorgan Chase Bank, N.A. f/k/a as Chemical Bank), as Trustee


 


	
   

  	
  By:

  	
    /s/
  Raymond Torres

  	
   

  
	
   

  	
   

  	
              Authorized
  Officer

  	
   

  



 













 


4


 


REVERSE OF SECURITY


 


This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of June 28, 1996 (herein called
the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a as Chemical
Bank), as Trustee, herein called the “Trustee” (which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  The terms of this Security include the
covenants and terms established by the Fifth Supplemental Indenture, dated as
of May 5, 2009, among the Company, the Guarantors named therein and the
Trustee, pursuant to the authority granted under the Indenture (such terms and
covenants shall be referred to herein collectively with the terms and covenants
set out in the Indenture that are applicable to the Securities of this series
as the “Indenture Terms”).  Defined terms
used herein that are not otherwise defined shall have the meanings given such
terms in the Indenture Terms.  This
Security is one of the series designated on the face hereof, in an aggregate
principal amount of $230,000,000.  The Company
may subsequently issue additional securities as part of this series of
Securities under the Indenture.


 


The Company may, at its option, redeem the Securities in whole at any
time or in part from time to time, on at least 30 but not more than 60 days’
prior notice, at a Redemption Price equal to the greater of (A) 100% of
the principal amount of the Securities being redeemed and (B) the sum of
the present values of the Remaining Scheduled Payments (as defined below) on
the Securities being redeemed, discounted to the Redemption Date, on a
semiannual basis, at the Treasury Rate (as defined below) plus 50 basis points
(0.50%).


 


The Company will also pay accrued interest on the Securities being
redeemed to the Redemption Date.  In
determining the Redemption Price and accrued interest, interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.


 


If money sufficient to pay the Redemption Price of and accrued interest
on the Securities to be redeemed is deposited with the Trustee on or before the
Redemption Date, on and after the Redemption Date interest will cease to accrue
on the Securities (or such portions thereof) called for redemption and such
Securities will cease to be Outstanding.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Reference Treasury
Dealer as having a maturity comparable to the remaining term of the Securities
to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if
fewer than four such Reference Treasury Dealer Quotations are provided to the
Trustee, the average of all such quotations.


 


“Reference Treasury Dealer”
means Citigroup Global Markets Inc. and its successors; provided, however,
that, if any of the foregoing ceases to be a primary U.S. Government securities
dealer in the United States (a “Primary Treasury Dealer”), the Company
will substitute another Primary Treasury Dealer.


 













 


5


 


 “Reference Treasury Dealer Quotations” means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.


 


“Remaining Scheduled Payments”
means, with respect to any Security, the remaining scheduled payments of the
principal (or of the portion) thereof to be redeemed and interest thereon that
would be due after the related Redemption Date but for such redemption; provided, however, that, if such
Redemption Date is not an Interest Payment Date with respect to such Security,
the amount of the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such Redemption Date.


 


“Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.


 


The Indenture Terms contain provisions for defeasance at any time of
the entire Indebtedness of this Security upon compliance with certain conditions
set forth therein.


 


Upon a Change of Control Triggering Event, and subject to certain
conditions set forth in the Indenture Terms, the Company will be required to
offer to purchase all of the outstanding Securities at a purchase price equal
to 101% of the principal amount thereof, plus any accrued and unpaid interest
to, but not including, the date of repurchase.


 


The following constitute Events of Default:  default for a period of 30 days in payment of
any interest on any Security when due; default in payment of principal of, or
premium, if any, on, any Security when due; default in performance of any other
covenant in the Indenture with respect to the Securities or in the Securities
which continues for 60 days after written notice to the Company by the Trustee
or by the Holders of at least 25% in principal amount of the Securities of this
series; the occurrence of any event that results in the acceleration of any of
the Company or its Restricted Subsidiaries’ Indebtedness, other than
Non-Recourse Indebtedness, of the Company or any of its Restricted
Subsidiaries, that has an Outstanding principal amount of $10,000,000 or more
in the aggregate; default in the payment of any principal or interest in
respect of any Indebtedness of the Company or its Restricted Subsidiaries,
other than Non-Recourse Indebtedness, that has an Outstanding principal amount
of $20,000,000 or more and the continuation of such default for ten Business
Days from the date such principal or interest payment became due and payable,
after giving effect to any applicable grace period set forth in the documents
governing such Indebtedness; and certain events of bankruptcy, insolvency or
reorganization as provided in the Indenture Terms.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Outstanding Securities of this series may declare the principal of all of
the Securities of this series to be due and payable immediately.  Holders of Securities may not enforce the
Indenture or the Securities except as provided in the Indenture.  The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Securities.  Subject to certain limitations, Holders of a
majority in principal amount of the Securities of this series may direct the
Trustee in its exercise of any trust or power conferred upon the Trustee with
respect to such Securities.  The Trustee
may withhold from Holders of the Securities of this series notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests.  The Company must furnish an annual compliance
certificate to the Trustee.


 













 


6


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected.  Without the consent of any Holder of
Securities, the Indenture or the Securities may be amended to cure any
ambiguity, omission, defect or inconsistency or to make any change that does
not adversely affect the rights of any Holder of Securities in any material
respect.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holders of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.


 


No reference herein to the Indenture Terms and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, places and rates, and in
the coin or currency, herein prescribed.


 


As provided in the Indenture Terms and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency appointed by the Company in any place where the principal of
and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


 


The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000.00 and any integral multiple
thereof.  As provided in the Indenture
Terms and subject to certain limitations set forth therein, Securities of this
series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


 


No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


 


A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture Terms or for any claim based on, in respect of or
by reason of such obligations or their creation.  Each Holder of Securities of this series by
accepting a Security waives and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Securities of this series.


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 













 


7


 


No
recourse shall be had for the payment of the principal of (and premium, if any)
or interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture Terms or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.


 


The Bank of New York Mellon Trust Company, N.A. (as successor to
JPMorgan Chase Bank, N.A.), the Trustee under the Indenture, or any banking
institution serving as successor Trustee thereunder, in its individual or any
other capacity, may make loans to, accept deposits from and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates as if it were not Trustee.


 


The Company will furnish to any Holder of the Securities of this series
upon written request and without charge a copy of the Indenture.  Requests may be made to: The Ryland Group, Inc.,
24025 Park Sorrento, Suite 400, Calabasas, California 91302, Attention:
Treasurer.