Exhibit
4.4


 


Form of:


 


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 6.875% Senior
Notes due 2013 (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
Fourth Supplemental Indenture, dated as of June 6, 2006, 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.


 













 


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


 


	
  Dated: June
  6, 2006

  
	
   

  
	
   

  
	
   

  	
  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)

  
			



 













 


	
   

  	
   

  	
  (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

  



 













 


	
   

  	
   

  	
  (7)

  	
  By:

  	
  The Ryland Group, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  Its: General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Cathey S. Lowe

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Treasurer