THE RYLAND GROUP, INC. Debt Securities Amended and Restated Underwriting Agreement Basic Provisions January 6, 2005Underwriting Agreement • January 11th, 2005 • Ryland Group Inc • Operative builders • New York
The basic provisions set forth herein are intended to be incorporated by reference in a terms agreement (a “Terms Agreement”) of the type referred to in Section 2 hereof. With respect to any particular Terms Agreement, the Terms Agreement, together with the provisions hereof incorporated therein by reference, is herein referred to as this “Agreement” and all references herein to the “Terms Agreement” shall refer to each respective Terms Agreement. Terms defined in the Terms Agreement are used herein as therein defined. The term “Representative,” as used herein, means the Underwriter or Underwriters (as defined below) named in a Terms Agreement as Representative or Representatives. If no Underwriter or Underwriters are named in the Terms Agreement as Representative or Representatives, then the terms “Underwriters” and “Representatives” as used herein shall mean the Underwriter (if only one) or all Underwriters (if more than one) listed in such Terms Agreement.
THE RYLAND GROUP, INC. (a Maryland corporation)Terms Agreement • January 11th, 2005 • Ryland Group Inc • Operative builders • New York
Reference is made to The Ryland Group, Inc. 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:
THE RYLAND GROUP, INC., as Issuer, THE GUARANTORS NAMED HEREIN and JPMORGAN CHASE BANK, N.A. (formerly known as Chemical Bank), as Trustee SECOND SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 11, 2005 TO INDENTURE DATED AS OF JUNE 28, 1996 Relating ToSecond Supplemental Indenture • January 11th, 2005 • Ryland Group Inc • Operative builders • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 11, 2005 (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 JPMorgan Chase Bank, N.A., as trustee (the “Trustee”).
GUARANTEEGuarantee • January 11th, 2005 • 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 5 3/8% Senior Notes Due 2015 (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 JPMorgan Chase Bank, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of January 11, 2005 among the Company, the Guarantors named therein and the Trustee (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 defined below), the Indenture or the Notes, to the Holders of Notes and the Trustee, all in accordance with and
