Exhibit 1.2
THE RYLAND GROUP, INC.
(a Maryland corporation)
$250,000,000
5.375% Senior Notes due 2012
Terms Agreement
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May 2,
2005
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The Ryland
Group, Inc.
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24025 Park
Sorrento
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Suite 400
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Calabasas,
California 91302
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Dear Sirs:
Reference is made
to The Ryland Group, Inc. Debt Securities Amended and Restated
Underwriting Agreement Basic Provisions, dated January 6, 2005
(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:
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5.375% Senior
Notes due 2012
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$250,000,000
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May 15,
2012
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May 15 and
November 15 of each year, commencing November 15,
2005
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99.860% of the
aggregate principal amount plus accrued interest, if any, from and
including May 9, 2005.
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99.235%
(payable in immediately available funds)
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0.625%
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2
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The Securities
may be redeemed by you in whole or in part at any time and from
time to time at a redemption price equal to the greater of
(1) 100% of the principal amount of the Securities being
redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the
Securities being redeemed, discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (the yield to maturity of the
United States Treasury security, selected by a primary U.S.
Government securities dealer, having a maturity comparable to the
remaining term of the Securities being redeemed) plus 25 basis
points, plus, in each case, accrued and unpaid interest on the
Securities to the redemption date.
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Fully and
unconditionally guaranteed on an unsecured and unsubordinated basis
by the subsidiaries listed on the signature page hereto.
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None
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May 9,
2005, 7:00 A.M. (Pacific Time);
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Simpson Thacher
& Bartlett LLP
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1999 Avenue of
the Stars, 29 th Floor
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Los Angeles,
California 90067
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J.P. Morgan
Securities Inc. and Wachovia Capital Markets, LLC
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Greenwich
Capital Markets, Inc., SunTrust Capital Markets, Inc., Banc of
America Securities LLC, UBS Securities LLC, PNC Capital Markets,
Inc. and Comerica Securities, Inc.
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None
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3
Other Terms:
All
provisions contained in the Underwriting Agreement, a copy of which
is attached hereto, are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Terms Agreement
to the same extent as if such provisions had been set forth in full
herein.
The
Company and the Subsidiary Guarantors jointly and severally
represent and warrant to
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