EX-4.4



 Exhibit 4.4 

TWELFTH SUPPLEMENTAL INDENTURE 

TWELFTH 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 Subsidiary 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 0.25% Convertible Senior Notes due 2019 (the
“Notes”) pursuant to the Ninth Supplemental Indenture, dated as of May 20, 2013, by and among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Ninth Supplemental Indenture”; the Base
Indenture, as amended, supplemented or otherwise modified prior to the date hereof, including pursuant to the Ninth Supplemental Indenture, the “Indenture”); 

WHEREAS, the Indenture provides that the Company shall not merge into another Person unless the successor Person shall expressly assume
by supplemental indenture all the obligations of the Company under the Notes and the Indenture; 
 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”); 

WHEREAS, the Indenture provides that, in the event of a merger of the Company into a successor Person, in which holders of Common Stock
(as defined in the Base Indenture) of the Company are entitled to receive cash, securities or other property for their shares of Common Stock (as defined in the Base Indenture) of the Company, such successor Person shall execute with the Trustee a
supplemental indenture, providing that, at and after the effective time of such transaction, Holders of each $1,000 principal amount of Notes will be entitled to convert their Notes into the kind and amount of shares of stock, other securities or
other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock (as defined in the Base Indenture) of the Company equal to the Conversion Rate immediately prior to such transaction would have
owned or been entitled to receive upon such transaction; and 







 WHEREAS, as a result of the Merger, at the Effective Time, each holder of Common Stock (as
defined in the Base Indenture) of the Company will be entitled to receive 1.0191 shares of Common Stock (as defined below) of the Successor Company for each share of Common Stock (as defined in the Base Indenture) of the Company held by such holder
immediately prior to the Merger, in accordance with the Agreement and Plan of Merger, dated as of June 14, 2015, between Standard Pacific Corp., a Delaware corporation (predecessor in interest to the Successor Company), and the Company; 

WHEREAS, pursuant to Article Four and Sections 5.06 and 9.01 of the Ninth Supplemental Indenture, the Successor Company and 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 Ninth Supplemental Indenture. 
 Section 1.02 Amendments to Definitions. As of the
Effective Time and after giving effect to the Merger, Section 1.03 of the Ninth Supplemental Indenture is hereby amended by amending and restating the definition of “Common Stock” in its entirety as follows: 

“Common Stock” means the Company’s common stock, $0.01 par value per share. 

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 under the Notes and the Indenture. 

  
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 ARTICLE THREE 

CHANGES TO THE COMMON STOCK 

Section 3.01 As of the Effective Time and after giving effect to the Merger, the Conversion Rate shall be 13.5853 shares of Common
Stock per $1,000 principal amount of Notes, subject to adjustment as provided in Article Five of the Ninth Supplemental Indenture. 

ARTICLE FOUR 

MISCELLANEOUS 

Section 4.01 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 4.02
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 4.03 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 4.04 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 Subsidiary 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 Subsidiary Guarantors shall be prevented from removing any such action or
proceeding from a state court to the United States District Court for the Southern District of New York). Each of the Successor Company and the Subsidiary 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 4.05 Successors. 

All agreements of the Successor Company and the Subsidiary 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. 

  
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 Section 4.06 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 4.07 Waiver of Jury Trial. 

EACH OF THE SUCCESSOR COMPANY, THE SUBSIDIARY 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 4.08 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 GROUP
		
	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.
	RYLAND ORGANIZATION COMPANY
	THE REGENCY ORGANIZATION, INC.
	THE RYLAND CORPORATION
		
	By:	 	 /s/ Peter G. Skelly

	Name:	 	Peter G. Skelly
	Title:	 	President



  
 [Signature Page –
Twelfth Supplemental Indenture] 









			
	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
	
	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 –
Twelfth 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 –
Twelfth Supplemental Indenture]