exv4w4



 






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
53/8% Senior Notes due 2012 (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. (formerly known as Chemical Bank), as trustee (the
“Trustee”), as supplemented by the Third Supplemental Indenture, dated as of May 9, 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 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
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 agrees 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.



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



Dated: May 9, 2005





GUARANTORS:




CONVEST MANAGEMENT CORPORATION (1)

MOORE’S ORCHARD, LLC (2)

RH AT EMORY GROVE, 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)

RYLAND HOMES INVESTMENT-TEXAS, INC. (1)

RYLAND HOMES NEVADA, LLC (7)

RYLAND HOMES OF TEXAS, INC. (1)

RYLAND HOMES OF ARIZONA, INC. (1)

RYLAND HOMES OF CALIFORNIA, INC. (1)

RYLAND 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 RYLAND CORPORATION (1)




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	 	 	(1	)	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name:	 	Cathey S. Lowe
	 	 	 	 	 	 	 	 	Title:	 	Treasurer
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	(2	)	 	By:	 	Ryland Ventures III, Inc.
	 	 	 	 	 	 	 	 	Its:	 	General Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	 Cathey S. Lowe
	

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

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	 Cathey S. Lowe
	

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

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	 Cathey S. Lowe
	

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

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	 Cathey S. Lowe
	

	 	 	 	 	 	 	 	 	 	Title:
	 	Treasurer
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	(6	)	 	By:	 	Ryland Homes of Texas, Inc.
	 	 	 	 	 	 	 	 	Its:	 	General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	 Cathey S. Lowe
	

	 	 	 	 	 	 	 	 	 	Title:
	 	Treasurer






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

	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	 Cathey S. Lowe
	

	 	 	 	 	 	 	 	 	 	Title:
	 	 Treasurer







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