as Trustee FIFTH SUPPLEMENTAL INDENTURE DATED AS OF MAY 5, 2009 TO INDENTURE DATED AS OF JUNE 28, 1996 Relating To FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • May 5th, 2009 • Ryland Group Inc • Operative builders • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of May 5, 2009 (the “Supplemental Indenture”), to the Indenture (defined below) among The Ryland Group, Inc. (the “Company”), a Maryland corporation, each of the Guarantors named herein (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”).
Terms AgreementTerms Agreement • May 5th, 2009 • Ryland Group Inc • Operative builders • New York
Reference is made to The Ryland Group, Inc. Debt Securities Second Amended and Restated Underwriting Agreement Basic Provisions, dated May 30, 2006 (the “Underwriting Agreement”). This Agreement is the Terms Agreement referred to in the Underwriting Agreement. We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement, the following securities (“Securities”) on the following terms:
GUARANTEEGuarantee • May 5th, 2009 • Ryland Group Inc • Operative builders
For value received, each of the undersigned hereby fully and unconditionally guarantees, on a senior and unsubordinated basis, as principal obligor and not only as a surety, to the Holders of the 8.4% Senior Notes due 2017 (the “Notes”) issued pursuant to the indenture dated as of June 28, 1996 (the “Indenture”) by and between The Ryland Group, Inc. (the “Company”) 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”), as supplemented by the Fifth Supplemental Indenture, dated as of May 5, 2009, among the Company, the Guarantors named therein and the Trustee, as amended or supplemented (the “Supplemental Indenture”), cash payments in United States Dollars of any amounts due with respect to the Notes in the amounts and at the times when due and interest on all overdue amounts, if lawful, and the payment or performance of all other obligations of the Company under the Supplemental Indenture (as defi
