EXHIBIT 1.2
THE RYLAND
GROUP, INC.
(a Maryland
corporation)
$230,000,000
8.4% Senior
Notes due 2017
Terms
Agreement
April 30, 2009
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To:
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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
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:
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Title:
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8.4%
Senior Notes due 2017
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Principal Amount to be
Issued:
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$230,000,000
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Date of Maturity:
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May 15, 2017
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Interest Payment:
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May 15 and November 15 of each year, commencing
November 15, 2009
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Public Offering
Price:
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98.006% of the aggregate principal amount plus accrued interest, if
any, from and including May 5, 2009.
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Purchase Price:
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96.631% (payable in immediately available funds)
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Underwriting
Commission:
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1.375%
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2
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Redemption
Provisions:
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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 50 basis
points, plus, in each case, accrued and unpaid interest on the
Securities to the redemption date.
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Subsidiary
Guarantees:
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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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Delayed Delivery Contracts:
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None
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Closing Date and Location:
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May 5, 2009, 11:00 A.M. (New York Time);
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
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Joint Book-Running
Managers and Representatives:
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Citigroup Global Markets Inc.
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Additional Co-Managers, if any:
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Barclays Capital
Inc.
Morgan Keegan & Company, Inc.
SunTrust Robinson Humphrey, Inc.
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Additional
Underwriters, if any:
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None
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3
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 us that t
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