THE RYLAND GROUP, INC. (a Maryland corporation) Terms Agreement

THE RYLAND GROUP, INC. (a Maryland corporation) Terms Agreement

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Exhibit 1.2

THE XXXXXX GROUP, INC.

(a Maryland corporation)

$250,000,000

5.375% Senior Notes due 2012


		May 2, 2005

To:	The Xxxxxx Group, Inc.
	00000 Xxxx Xxxxxxxx
	Xxxxx 000
	Xxxxxxxxx, Xxxxxxxxxx 00000

Dear Sirs:

Reference is made to The Xxxxxx 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:


Title:		5.375% Senior Notes due 2012

Principal Amount
to be Issued:		$250,000,000

Date of Maturity:		May 15, 2012

Interest Payment:		May 15 and November 15 of each year, commencing November 15, 2005

Public Offering Price:		99.860% of the aggregate principal amount plus accrued interest, if any, from and including May 9, 2005.

Purchase Price:		99.235% (payable in immediately available funds)

Underwriting Commission:		0.625%


Redemption Provisions:		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.

Subsidiary Guarantees:		Fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the subsidiaries listed on the signature page hereto.

Delayed Delivery
Contracts:		None

Closing Date and
Location:		May 9, 2005, 7:00 A.M. (Pacific Time);
		Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
		1999 Avenue of the Stars, 00^xx Xxxxx
		Xxx Xxxxxxx, Xxxxxxxxxx 00000

Joint Book-Running
Managers and
Representatives:		X.X. Xxxxxx Securities Inc. and Wachovia Capital Markets, LLC

Additional
Co-Managers,
if any:		Greenwich Capital Markets, Inc., SunTrust Capital Markets, Inc., Banc of America Securities LLC, UBS Securities LLC, PNC Capital Markets, Inc. and Comerica Securities, Inc.

Additional
Underwriters,
if any:		None

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 us that the representations and warranties of the Company and the Subsidiary Guarantors set forth in Section 1 of the Underwriting Agreement are accurate as though expressly made at and as of the date hereof. Except as otherwise provided above, all of the provisions contained in the Underwriting Agreement, a copy of which is attached hereto as Annex A, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. The term “registration statement” appearing in Section 1(a) of the Underwriting Agreement shall be deemed to refer to both (i) the Registration Statements on Form S-3 (file numbers 333-121469, 333-113756 and 333-100167) initially filed with the Commission on December 20, 2004, March 19, 2004 and September 27, 2002, respectively and (ii) the Registration Statement on Form S-3 (file number 333-124000) initially filed with the Commission on April 11, 2005.

As contemplated by Section 2 of the Underwriting Agreement, attached as Schedule A hereto is a completed list of our underwriting commitment, which shall be a part of this Agreement and the Underwriting Agreement.

This Agreement shall be governed by the laws of the State of New York.

If the foregoing is in accordance with your understanding of the agreement between the Underwriters and you, please sign and return to the Underwriters a counterpart hereof, whereupon this instrument along with all counterparts and together with the Underwriting Agreement shall be a binding agreement between the Underwriters and you in accordance with its terms and the terms of the Underwriting Agreement.


		Very truly yours,

		X.X. XXXXXX SECURITIES INC.
		WACHOVIA CAPITAL MARKETS, LLC
		GREENWICH CAPITAL MARKETS, INC.
		SUNTRUST CAPITAL MARKETS, INC.
		BANC OF AMERICA SECURITIES LLC
		UBS SECURITIES LLC
		PNC CAPITAL MARKETS, INC.
		COMERICA SECURITIES, INC.


		By: X.X. Xxxxxx Securities Inc.


		and


		By: Wachovia Capital Markets, LLC

Confirmed and accepted as of
the date first above written:

THE XXXXXX GROUP, INC.

Confirmed and accepted as of
the date first above written:

CONVEST MANAGEMENT CORPORATION (1)
XXXXX’X ORCHARD, LLC (2)
RH AT XXXXX XXXXX, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
XXXXXX HOMES INVESTMENT-TEXAS, INC. (1)
XXXXXX HOMES NEVADA, LLC (7)
XXXXXX HOMES OF TEXAS, INC. (1)
XXXXXX HOMES OF ARIZONA, INC. (1)
XXXXXX HOMES OF CALIFORNIA, INC. (1)
XXXXXX ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE XXXXXX CORPORATION (1)

(Signature page continued on next page)


(1) By:		/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

(2) By:		Ryland Ventures III, Inc.

		Its: General Manager


(3) By:		Ryland Ventures III, Inc.
		Its: Managing Member


(4) By:		RH Builders of Indiana, Inc.
		Its: General Partner


(5) By:		Ryland Ventures, Inc.
		Its: General Manager


(6) By:		Xxxxxx Homes of Texas, Inc.
		Its: General Partner


(7) By:		The Xxxxxx Group, Inc.
		Its: General Partner

SCHEDULE A


		Principal Amount
		of Securities
Underwriter		to be Purchased
X.X. Xxxxxx Securities Inc.		$87,500,000

Wachovia Capital Markets, LLC		$87,500,000

Greenwich Capital Markets, Inc.		$18,750,000

SunTrust Capital Markets, Inc.		$18,750,000

Banc of America Securities LLC		$12,500,000

UBS Securities LLC		$12,500,000

PNC Capital Markets, Inc.		$7,500,000

Comerica Securities, Inc.		$5,000,000


Total		$250,000,000

ANNEX A

/s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Vice President