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
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 .
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Dated: May 5, 2009
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THE RYLAND GROUP, INC.
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By:
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/s/ Gordon A.
Milne
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Gordon A. Milne
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Executive Vice President and Chief
Financial
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Officer
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Attest:
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/s/ Timothy J.
Geckle
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Timothy J. Geckle
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Secretary
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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
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By:
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/s/ Raymond Torres
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Authorized
Officer
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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
