Exhibit 4.4


 


GUARANTEE


 


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 8.4% Senior Notes due 2017 (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 The Bank of New
York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.
f/k/a Chemical Bank), as trustee (the “Trustee”), as supplemented by the
Fifth Supplemental Indenture, dated as of May 5, 2009, among the Company,
the Guarantors named therein and the Trustee, as amended or supplemented (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 subject to the terms and limitations of the Notes, the
Indenture, the Supplemental Indenture and this Guarantee.  This Guarantee will become effective in
accordance with Article Six of the Supplemental Indenture and its terms
shall be evidenced therein.  The validity
and enforceability of any Guarantee shall not be affected by the fact that it
is not affixed to any particular Note.


 


Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Fifth Supplemental Indenture or the Indenture, as the
case may be.


 


The obligations of each of the undersigned to the Holders of Notes and
to the Trustee pursuant to this Guarantee are expressly set forth in Article Six
of the Supplemental Indenture and reference is hereby made to the Supplemental
Indenture for the precise terms of the provisions of the Indenture to which
this Guarantee relates.


 


THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.  Each
of the Guarantors submit to the jurisdiction of the courts of the State of New
York sitting in the Borough of Manhattan, City of New York, and of the United
States District Court for the Southern District of New York, in any action or
proceeding to enforce any of their obligations under this Guarantee, and agree
not to seek a transfer of any such action or proceeding on the basis of
inconvenience of the forum or otherwise (but the Guarantors shall not be
prevented from removing any such action or proceeding from a state court to the
United States District Court for the Southern District of New York).  Each of the Guarantors agree that process in
any such action or proceeding may be served upon it by registered mail or in
any other manner permitted by the rules of the court in which the action
or proceeding is brought.


 


This Guarantee is subject to release upon the terms set forth in the
Supplemental Indenture.


 


The undersigned acknowledges that this Guarantee is subject to the
Trust Indenture Act and the undersigned agrees to discharge its duties under
the Trust Indenture Act.


 













 


IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly
executed.


 


Dated:  May 5, 2009


 


GUARANTORS:


 


MOORE’S ORCHARD, LLC (1)


RH BUILDERS OF INDIANA,
INC. (2)


RH INVESTMENT OF INDIANA,
INC. (2)


RH OF INDIANA, L.P. (3)


RH OF TEXAS LIMITED
PARTNERSHIP (4)


RH ORGANIZATION, INC. (2)


RYLAND COMMUNITIES, INC.
(2)


RYLAND GOLF COURSE AT THE
COLONY, INC. (2)


RYLAND HOMES
INVESTMENT-TEXAS, INC. (2)


RYLAND HOMES NEVADA, LLC
(5)


RYLAND HOMES OF TEXAS,
INC. (2)


RYLAND HOMES OF ARIZONA,
INC. (2)


RYLAND HOMES OF
CALIFORNIA, INC. (2)


RYLAND ORGANIZATION
COMPANY (2)


RYLAND VENTURES II, INC.
(2)


RYLAND VENTURES III, INC.
(2)


THE REGENCY ORGANIZATION,
INC. (2)


THE RYLAND CORPORATION
(2)


 













 


	
   

  	
  (1)

  	
  By:

  	
  Ryland Ventures III, Inc.

  
	
   

  	
   

  	
   

  	
  Its: General Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Kimberly G. Nelson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kimberly G. Nelson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  By:

  	
    /s/ Kimberly G. Nelson

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kimberly G. Nelson

  
	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  By:

  	
  RH Builders of Indiana, Inc.

  
	
   

  	
   

  	
   

  	
  Its: General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Kimberly G. Nelson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kimberly G. Nelson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (4)

  	
  By:

  	
  Ryland Homes of Texas, Inc.

  
	
   

  	
   

  	
   

  	
  Its: General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Kimberly G. Nelson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kimberly G. Nelson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (5)

  	
  By:

  	
  The Ryland Group, Inc.

  
	
   

  	
   

  	
   

  	
  Its: Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Kimberly G. Nelson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Kimberly G. Nelson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Treasurer