EX-4.5



 Exhibit 4.5 

THIRTEENTH SUPPLEMENTAL INDENTURE 

THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2015 (the “Supplemental Indenture”), to the Base
Indenture (defined below), by and among CalAtlantic Group, Inc. (successor in interest to the Company referred to below), a Delaware corporation (the “Successor Company”), the Guarantors and The Bank of New York Mellon Trust
Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a Chemical Bank), as trustee (the “Trustee”). 
 RECITALS

 WHEREAS, The Ryland Group, Inc., a Maryland corporation (the “Company”), has heretofore executed and
delivered to the Trustee an Indenture, dated as of June 28, 1996 (the “Base Indenture”), providing for the issuance from time to time of its notes and other evidences of senior debt securities, to be issued in one or more
series as therein provided; 
 WHEREAS, the Company authorized the issuance of its 8.4% Senior Notes due 2017 (the
“Notes”) pursuant to the Fifth Supplemental Indenture, dated as of May 5, 2009, by and among the Company, the Guarantors party thereto and the Trustee (the “Fifth Supplemental Indenture”; the Base Indenture, as
amended, supplemented or otherwise modified prior to the date hereof, including pursuant to the Fifth Supplemental Indenture, the “Indenture”); 

WHEREAS, the Indenture provides that the Company will not merge into another person unless the successor person assumes by supplemental
indenture all the obligations of the Company relating to the Notes; 
 WHEREAS, on the date hereof, the Company is merging with and
into the Successor Company (the “Merger”) at the “Effective Time” specified in the certificate of merger relating thereto to be filed concurrently herewith with the Secretary of State of Delaware and the State Department
of Assessments and Taxation of the State of Maryland (the time of such concurrent filing is referred to herein as the “Effective Time”); and 

WHEREAS, pursuant to Article Four of the Fifth Supplemental Indenture and Section 901(1) of the Base Indenture, the Successor
Company and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder. 







 WITNESSETH: 

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and
for the equal and ratable benefit of the Holders, as follows: 
 ARTICLE ONE 

DEFINITIONS 
 Section
1.01 Capitalized Terms. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Fifth Supplemental Indenture. 

ARTICLE TWO 
 ASSUMPTION
OF OBLIGATIONS 
 Section 2.01 Assumption of Obligations. As of the Effective Time and after giving effect to the
Merger, the Successor Company hereby expressly assumes all the obligations of the Company relating to the Notes. 
 ARTICLE THREE

 MISCELLANEOUS 

Section 3.01 References. References in this Supplemental Indenture to article and section numbers shall be deemed
to be references to article and section numbers of this Supplemental Indenture unless otherwise specified. 
 Section 3.02
Ratification of Indenture. 
 The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. To the extent not expressly amended or modified by this Supplemental Indenture, the Indenture shall remain
in full force and effect. 
 Section 3.03 Trust Indenture Act Controls. 

If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the
imposed duties shall control. 
 Section 3.04 Governing Law. 

THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE, THIS SUPPLEMENTAL INDENTURE OR THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Successor Company and the Guarantors submits to the jurisdiction of the courts of the State of New York sitting in the Borough of
Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of their obligations under the Indenture, this Supplemental Indenture or the Notes, and agrees not
to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but neither the Successor Company nor any of the Guarantors shall be prevented from removing any such action or proceeding from a state
court to the United States 

  
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District Court for the Southern District of New York). Each of the Successor Company and the Guarantors agrees that process in any such action or proceeding may be served upon it by
registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought. 

Section 3.05 Successors. 

All agreements of the Successor Company and the Guarantors in the Indenture, this Supplemental Indenture and the Notes shall bind their
respective successors. All agreements of the Trustee in the Indenture and this Supplemental Indenture shall bind its successors. 

Section 3.06 Counterparts. 

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. 
 Section 3.07 Waiver of Jury Trial. 

EACH OF THE SUCCESSOR COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

Section 3.08 Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor Company, and the Trustee assumes no responsibility for their correctness. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly
executed as of the day and year first above written. 
  

			
	CALATLANTIC GROUP, INC.
		
	By:	 	 /s/ John P. Babel

	Name:	 	John P. Babel
	Title:	 	Executive Vice President, General Counsel & Secretary
	
	RYLAND ORGANIZATION COMPANY
	THE RYLAND CORPORATION
		
	By:	 	 /s/ Timothy J. Geckle

	Name:	 	Timothy J. Geckle
	Title:	 	Senior Vice President & Secretary
	
	 RH BUILDERS OF INDIANA, INC.

RH INVESTMENT OF INDIANA, INC.
 RYLAND COMMUNITIES, INC.

RYLAND HOMES INVESTMENT-TEXAS, INC.
 RYLAND HOMES OF TEXAS,
INC.
 RYLAND HOMES OF ARIZONA, INC.
 RYLAND HOMES OF
CALIFORNIA, INC.
 THE REGENCY ORGANIZATION, INC.








		
	By:	 	 /s/ Peter G. Skelly

	Name:	 	Peter G. Skelly
	Title:	 	President
	
	RH OF INDIANA, L.P.
		
	By:	 	RH Builders of Indiana, Inc., its General Partner
		
	By:	 	 /s/ Peter G. Skelly

	Name:	 	Peter G. Skelly
	Title:	 	President



  
 [Signature Page –
Thirteenth Supplemental Indenture] 








 
			
	RH OF TEXAS LIMITED PARTNERSHIP
		
	By:	 	Ryland Homes of Texas, Inc., its General Partner
		
	By:	 	 /s/ Peter G. Skelly

	Name:	 	Peter G. Skelly
	Title:	 	President
	
	RYLAND HOMES OF NEVADA, LLC
		
	By:	 	The Ryland Group, Inc., its Sole Member
		
	By:	 	 /s/ Peter G. Skelly

	Name:	 	Peter G. Skelly
	Title:	 	Executive Vice President & Chief Operating Officer



  
 [Signature Page –
Thirteenth Supplemental Indenture] 








 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Valère Boyd

	Name:	 	Valère Boyd
	Title:	 	Vice President



  
 [Signature Page –
Thirteenth Supplemental Indenture]