8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 19, 2003

M.D.C. Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other
jurisdiction of
incorporation) 1-8951
(Commission
File Number) 84-0622967
(IRS Employer
Identification #)

3600 South Yosemite Street, Suite 900, Denver, CO 80237
(Address of Principal Executive Office)

(303) 773-1100
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. EXHIBITS
SIGNATURES
Exhibit Index
EX-1.1 Form of Underwriting Agreement
EX-4.3 Form of Supplemental Indenture
EX-5.1 Opinion of Holme Roberts & Owen LLP

ITEM 5. OTHER EVENTS

     In connection with the offering of $150,000,000 of the Registrant’s 5 1/2% Senior Notes due 2013:

     1.     On May 12, 2003, the Registrant and certain of its subsidiaries entered into an Underwriting Agreement, a form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K.

     2.     On December 3, 2002, the Registrant entered into an Indenture, a form of which is incorporated herein by reference to Exhibit 4.2(a) of the Registrant’s Current Report on Form 8-K dated December 3, 2002.

     3.     On May 19, 2003, the Registrant and certain of its subsidiaries entered into a Supplemental Indenture, a form of which is attached as Exhibit 4.3, to this Current Report on Form 8-K.

     4.     Holme Roberts & Owen LLP provided the Registrant with the legal opinion attached as Exhibit 5.1 to this Current Report on
Form 8-K.

ITEM 7. EXHIBITS

Exhibit No.	Description
1.1	Form of Underwriting Agreement dated as of May 12, 2003, by and among the Registrant, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc. and Citigroup Global Markets Inc., Banc One Capital Markets, Inc. and Wachovia Securities, Inc., as representatives of the several Underwriters.
4.2(a)	Form of Indenture dated as of December 3, 2002, by and among MDC and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2(a) of the Registrant’s Current Report on Form 8-K dated December 3, 2002).
4.3	Form of Supplemental Indenture dated as of May 19, 2003, by and among MDC, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona,

Exhibit No.	Description
	Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc., any Subsidiary (as defined in such Supplemental Indenture) of MDC that executes and delivers a guarantee of the Notes (as defined in such Supplemental Indenture), and U.S. Bank National Association (including without limitation the form of 5 1/2% Senior Notes due 2013 and form of Guarantee appended to such Supplemental Indenture).
5.1	Opinion of Holme Roberts & Owen LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	M.D.C. HOLDINGS, INC.
Dated: May 19, 2002	By:	/s/ Joseph H. Fretz Joseph H. Fretz Secretary and Corporate Counsel

Exhibit Index

Exhibit
Number	Exhibit
1.1	Form of Underwriting Agreement dated as of May 12, 2003, by and among the Registrant, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc. and Citigroup Global Markets Inc., Banc One Capital Markets, Inc. and Wachovia Securities, Inc., as representatives of the several Underwriters.
4.2(a)	Form of Indenture dated as of December 3, 2002, by and among MDC and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.2(a) of the Registrant’s Current Report on Form 8-K dated December 3, 2002).
4.3	Form of Supplemental Indenture dated as of May 19, 2003, by and among MDC, M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of West Virginia, Inc., any Subsidiary (as defined in such Supplemental Indenture) of MDC that executes and delivers a guarantee of the Notes (as defined in such Supplemental Indenture), and U.S. Bank National Association (including without limitation the form of 5 1/2% Senior Notes due 2013 and form of Guarantee appended to such Supplemental Indenture).
5.1	Opinion of Holme Roberts & Owen LLP.

EX-1.1 3 d06126exv1w1.txt EX-1.1 FORM OF UNDERWRITING AGREEMENT M.D.C. HOLDINGS, INC. $150,000,000 5 1/2% Senior Notes due 2013 Underwriting Agreement New York, New York May 12, 2003 Citigroup Global Markets Inc. Banc One Capital Markets, Inc. Wachovia Securities, Inc. c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: M.D.C. Holdings, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, $150,000,000 aggregate principal amount of its 5 1/2% Senior Notes due 2013 (the "Notes"), to be issued under the indenture dated as of December 3, 2002, between the Company and U.S. Bank National Association, as trustee (the "Trustee"), and a supplemental indenture dated May 19, 2003 by and among the Company, certain subsidiaries of the Company and the Trustee (such indenture, as supplemented by such supplemental indenture, the "Indenture"). The Company's obligations under the Indenture and the Notes will be unconditionally guaranteed (the "Guarantees"), jointly and severally, by each of the wholly owned subsidiaries of the Company listed on the signature pages hereof (the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities." The Company and the Guarantors are collectively referred to herein as the "Issuers." Certain capitalized terms have the meanings given to them in Section 17. Any reference herein to the "Registration Statement," a "Preliminary Prospectus" or the "Prospectus" shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any -2- document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. 1. Representations and Warranties. The Issuers, jointly and severally, represent and warrant to, and agree with, each Underwriter as set forth below in this Section 1. (a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (file number 333-97225) on Form S-3, including a related base prospectus, for the registration under the Act of the offering and sale of the Securities. The Registration Statement has become effective under the Act. The Company may have filed one or more amendments thereto, each of which has previously been furnished to you. The Company will next file with the Commission one of the following: (1) a final prospectus (including a prospectus supplement) in accordance with Rules 430A and 424(b), or (2) a final prospectus (including a prospectus supplement) in accordance with Rules 415 and 424(b). In the case of clause (1), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in such registration statement and the Prospectus. As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes as the Company has advised you, prior to the Execution Time, will be included or made therein. If the Registration Statement contains the undertaking specified by Regulation S-K Item 512(a), the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). (b) The Registration Statement, on the Effective Date and on the date of the Prospectus and each amendment or supplement thereto, and the Prospectus and each amendment or supplement thereto, at their respective dates, did and will comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did and will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; and neither the Prospectus nor any amendment or supplement thereto, on any date of filing -3- thereof or on the Closing Date, did or will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished herein or in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (c) Each Issuer and its subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction in which it is chartered or organized with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except in each case as would not, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a "Material Adverse Effect"), except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time). (d) All the outstanding shares of capital stock of each of the Company's significant subsidiaries (as defined by Rule 1-02 of Regulation S-X under the Exchange Act) (the "Significant Subsidiaries") have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Significant Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (e) The Company's authorized equity capitalization is as set forth in the Prospectus. The Securities conform in all material respects to the description thereof contained in the Prospectus. The Securities being sold hereunder by the Company shall be on the Closing Date duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution on the New York Stock Exchange (the "NYSE"). (f) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required. The statements in the Pro- -4- spectus under the headings "Description of Notes," "Description of Debt Securities" and "Plan of Distribution" fairly summarize the matters therein described. (g) This Agreement has been duly authorized, executed and delivered by each Issuer and constitutes a valid and binding obligation of each Issuer enforceable in accordance with its terms. (h) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended. (i) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (j) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clause (ii) or (iii), as would not, singly or in the aggregate, have a Material Adverse Effect. (k) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement. (l) The consolidated historical financial statements of the Company and its consolidated subsidiaries included in the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent -5- basis throughout the periods involved (except as otherwise noted therein). The selected financial data set forth under the caption "Summary -- Selected Financial and Other Data" in the Prospectus fairly present, on the basis stated in the Prospectus, the information included therein. (m) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a Material Adverse Effect. (n) Each of the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except as would not have a Material Adverse Effect. (o) Neither the Company nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except, in the case of clause (ii) or (iii), as would not, singly or in the aggregate, have a Material Adverse Effect. (p) Each of PricewaterhouseCoopers LLP and Ernst & Young LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements included in the Prospectus, are independent public accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder. To the Issuers' knowledge, Ernst & Young LLP is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002. (q) There are no material transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by any Issuer of the Securities. (r) The Company and its subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse -6- Effect) and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect. (s) No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries' principal suppliers, contractors or customers, that, in either case, could have a Material Adverse Effect. (t) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects. (u) Except as described in or contemplated by the Prospectus, no Restricted Subsidiary (as defined in the Indenture) of the Company (other than any Finance Subsidiary, as defined in the Supplemental Indenture) is currently materially restricted, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary's capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary's property or assets to the Company or any other subsidiary of the Company, in any case, to any extent that the Company deems necessary. (v) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any such license, certificate, permit or authorization would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. (w) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that, in all material respects, (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and -7- to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (x) The Company has not taken, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (y) Except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) except as set forth in the Prospectus, have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants. Except as set forth in the Prospectus, neither the Company nor any of its subsidiaries has been named as a "potentially responsible party" under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. (z) Each of the Company and its subsidiaries has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974 ("ERISA") and the regulations and published interpretations thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. The Company and its subsidiaries have not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. (aa) The Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all material patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the "Intellectual Property") necessary for the conduct of the Company's business as now conducted or as proposed in the Prospectus to be conducted. -8- (bb) Except as disclosed in the Registration Statement and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter. The representation in this Section 1(bb) shall not apply to the use of any proceeds from the sale of Securities hereunder to redeem any of the Company's 8 3/8% Senior Notes due 2008 held by any affiliate of any Underwriter. Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter. 2. Purchase and Sale; Underwriting Compensation. The Company agrees to sell to each Underwriter, and each Underwriter agrees, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, severally and not jointly, to purchase from the Company, at a purchase price (the "Purchase Price") of 98.383% of the principal amount thereof, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule I hereto. 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on May 19, 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Purchase Price shall be paid by the several Underwriters by wire transfer payable in same-day funds to an account specified by the Company. 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus initially at 99.033% of the principal amount thereof. 5. Agreements. The Issuers agree with the several Underwriters that: (a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished -9- you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (1) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (1) notify the Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and (3) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. -10- (d) The Company will furnish to the Representatives and to counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by any Underwriter or dealer may be required by the Act, as many copies of each Preliminary Prospectus and the Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the National Association of Securities Dealers, Inc., in connection with its review of the offering; provided that in no event shall the Company be obligated to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject. (f) The Company will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. 6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Issuers contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Issuers made in any certificates pursuant to the provisions hereof, to the performance by the Issuers of their obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such amendment or supplement, will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of Michael Touff, Senior Vice President and General Counsel of the Company, and Joseph Fretz, Secretary and Corporate Counsel of the Company, dated the Closing Date and addressed to the Representatives, to the effect that: -11- (i) Each of the Company and its subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction in which it is chartered or organized with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus, and is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except in each case as would not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time); (ii) all the outstanding shares of capital stock of each significant subsidiary of the Company (as defined by Rule 1-02 of Regulation S-X) (individually a "Subsidiary" and collectively the "Subsidiaries") have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (iii) the Company's authorized equity capitalization is as set forth in the Prospectus; the Securities being sold hereunder by the Company are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution on the NYSE; (iv) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; (v) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; (vi) neither the execution and delivery of the Indenture, the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or en- -12- cumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (x) the charter or by-laws of the Company or any of its subsidiaries, (y) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (z) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of clause (y) or (z), as would not, singly or in the aggregate, have a Material Adverse Effect; and (vii) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the States of New York or Colorado, the Delaware General Corporation Law or the Federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to counsel for the Underwriters. References to the Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) Holme Roberts & Owen LLP, counsel for the Issuers, dated the Closing Date and addressed to the Representatives, to the effect that: (i) this Agreement has been duly authorized, executed and delivered by the Issuers; (ii) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Issuers in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Issuers entitled to the benefits of the Indenture; -13- (iii) the statements in the Prospectus under the headings "Description of Notes," "Description of Debt Securities" and "Plan of Distribution" fairly summarize the matters described therein; (iv) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required with respect to the Company or the Guarantors in connection with the transactions contemplated herein, except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement and in the Prospectus; and (v) the Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the Registration Statement and the Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder. In addition, such counsel shall also state that it has participated in conferences with officers and other representatives of the Company and the Guarantors (as you and your counsel have done); that at such conferences it has made inquiries of such officers and representatives and discussed the contents of the Registration Statement and Prospectus; that it has not itself independently verified and, accordingly does not render any opinion upon, the accuracy, completeness or fairness of the Registration Statement or the Prospectus. However, subject to the foregoing, such counsel shall state that no facts have come to its attention that have caused it to believe that, as of the effective date of the Registration Statement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of the date of the Registration Statement or the Closing Date, the Prospectus contained or contains an untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that such counsel may state that it expresses no view as to the financial statements, financial schedules and other financial and statistical data included in the Registration Statement or Prospectus. -14- In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of New York or Colorado, the Delaware General Corporation Law or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (c) include any supplements thereto at the Closing Date. The opinion or opinions of such counsel shall be rendered to the Underwriters at the request of the Company and shall so state therein. (d) The Representatives shall have received from Cahill Gordon & Reindel LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representatives a certificate of the Company, signed by Paris G. Reece III, Executive Vice President and Chief Financial Officer of the Company and Executive Vice President, Vice President, manager or officer of the general partner of each of the Guarantors, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Issuers in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) to the Company's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened; and (iii) since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contem- -15- plated in the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time). (f) At the Execution Time and at the Closing Date, Ernst & Young LLP shall have furnished to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) they have performed a review of the unaudited interim financial information of the Company for the three-month period ended March 31, 2003 in accordance with Statement on Auditing Standards No. 71 and that on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the three-month period ended March 31, 2003; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders and board of directors (and committees thereof) of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 2002, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in Quarterly Reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Prospectus; -16- (2) with respect to the period subsequent to March 31, 2003, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders' equity or working capital of the Company as compared with the amounts shown on the March 31, 2003 consolidated balance sheet included or incorporated in the Registration Statement and the Prospectus, or for the period from March 31, 2003 to such specified date there were any decreases, as compared with the comparable period in the preceding year, in net revenues or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; and (3) the information included in the Registration Statement and Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Prospectus and in Exhibit 12 to the Registration Statement, including the information set forth under the captions "Summary -- Selected Financial and Other Data," "Capitalization" and "Business" in the Prospectus, the information included or incorporated in Items 1, 2, 6, 7, 7A, 11 and 13 of the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Prospectus in this paragraph (f) include any supplement thereto at the date of the letter. -17- (g) At the Execution Time, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter in the form previously agreed upon with the Representatives. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time). (i) Subsequent to the Execution Time and prior to the Closing Date, there shall not have been any decrease in the rating of any of the Company's debt by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) The Securities shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Representatives. (k) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. -18- The documents required to be delivered by this Section 6 shall be delivered at the office of Cahill Gordon & Reindel llp, counsel for the Underwriters, at 80 Pine Street, New York, New York 10005, on the Closing Date. 7. Reimbursement of Underwriters' Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of Cahill Gordon & Reindel llp) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 8. Indemnification and Contribution. (a) The Issuers agree, jointly and severally, to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. Notwithstanding the foregoing, no Issuer will be liable in any such case (I) to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein or (II) to any Underwriter with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold Securities to a person as to whom it shall be established in the related proceedings that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (or of the Prospectus as then amended or supplemented if the Company shall have furnished such Underwriter with such amendment or supplement thereto prior to the written confirmation of such sale), if such delivery was required by the Act, and such loss, claim, -19- damage or liability results from an untrue statement or omission of a material fact contained in such Preliminary Prospectus that was completely corrected in the Prospectus (or of the Prospectus as then amended or supplemented if the Company shall have furnished such Underwriter with such amendment or supplement thereto prior to the written confirmation of such sale) (it being understood that no Underwriter shall be required to send or give any amendment or supplement to any document incorporated by reference in any Preliminary Prospectus or the Prospectus to any person in order to benefit from the indemnification provisions herein or otherwise). This indemnity agreement will be in addition to any liability which the Issuers may otherwise have. (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Issuers, each of their respective directors, each of their respective officers who sign the Registration Statement, and each person that controls any Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity to any Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriters may otherwise have. The Issuers acknowledge that, under the heading "Underwriting," the sentences related to concessions and reallowances and the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel -20- (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuers and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, "Losses") to which the Issuers and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and the Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriters hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuers and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by them, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuers on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or -21- omission. The Issuers and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person that controls (within the meaning of either the Act or the Exchange Act) an Underwriter and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as any Underwriter, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuers prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on either of such Exchanges, (ii) a banking moratorium shall have been -22- declared either by Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (iii) there shall have occurred any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis or any adverse change in financial, political or economic conditions in the United States or elsewhere, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Prospectus (exclusive of any supplement thereto subsequent to the Execution Time). 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuers or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Issuers or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or delivered to them c/o Citigroup Global Markets Inc. at its address set forth above, Attention: Legal Department; or, if sent to the Issuers, will be mailed or delivered to it at 3600 South Yosemite Street, Suite 900, Denver, Colorado 80237, or telefaxed to (303) 804-7980, Attention: General Counsel. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 15. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 16. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 17. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. -23- "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus (including any related prospectus supplement) relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 424," "Rule 430A" and "Rule 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. -24- "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the initial registration statement. "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. [Signature Pages Follow] S-1 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Guarantors and the several Underwriters. Very truly yours, M.D.C. HOLDINGS, INC. By: ----------------------------------- Name: Paris G. Reece III Title: Executive Vice President and Chief Financial Officer Guarantors: M.D.C. LAND CORPORATION RAH OF TEXAS, LP RAH TEXAS HOLDINGS, LLC RICHMOND AMERICAN CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF ARIZONA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA (INLAND EMPIRE), INC. RICHMOND AMERICAN HOMES OF COLORADO, INC. RICHMOND AMERICAN HOMES OF MARYLAND, INC. RICHMOND AMERICAN HOMES OF NEVADA, INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. S-2 RICHMOND AMERICAN HOMES OF VIRGINIA, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC. By: ------------------------------------- Name: Paris G. Reece III Title: Authorized officer or representative of each Guarantor S-3 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. BANC ONE CAPITAL MARKETS, INC. WACHOVIA SECURITIES, INC. CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANK SECURITIES INC. BNP PARIBAS SECURITIES CORP. COMERICA SECURITIES, INC. MCDONALD INVESTMENTS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SUNTRUST CAPITAL MARKETS, INC. By: CITIGROUP GLOBAL MARKETS INC. By: ------------------------------- Name: Michael S. Weiss Title: Vice President SCHEDULE I

Principal Amount of Securities Underwriters to be Purchased - ------------ ----------------- Citigroup Global Markets Inc.................. $64,500,000 Banc One Capital Markets, Inc................. 39,000,000 Wachovia Securities, Inc...................... 15,000,000 Credit Suisse First Boston Corporation........ 4,500,000 Deutsche Bank Securities Inc. ................ 4,500,000 BNP Paribas Securities Corp. ................. 4,500,000 Comerica Securities, Inc. .................... 4,500,000 McDonald Investments Inc. .................... 4,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated................................. 4,500,000 SunTrust Capital Markets, Inc................. 4,500,000 ------------ Total................................... $150,000,000 ============

EX-4.3 4 d06126exv4w3.txt EX-4.3 FORM OF SUPPLEMENTAL INDENTURE EXHIBIT 6 ================================================================================ M.D.C. HOLDINGS, INC. AND THE GUARANTORS PARTY HERETO 5 1/2% SENIOR NOTES DUE 2013 ---------------------- SUPPLEMENTAL INDENTURE DATED AS OF MAY 19, 2003 ---------------------- U.S. BANK NATIONAL ASSOCIATION, TRUSTEE ================================================================================ TABLE OF CONTENTS

Page ---- ARTICLE ONE Scope of Supplemental Indenture; General........................................................2 ARTICLE TWO Certain Definitions.............................................................................2 ARTICLE THREE Redemption...................................................................................10 Section 3.01. Right of Redemption..............................................................10 ARTICLE FOUR Covenants.....................................................................................11 Section 4.01. Restrictions on Secured Debt.....................................................11 Section 4.02. Limitations on Sale and Leaseback Transactions...................................13 Section 4.03. Additional Guarantees............................................................13 Section 4.04. SEC Reports......................................................................13 ARTICLE FIVE Successor Corporation.........................................................................14 Section 5.01. Consolidation, Merger and Sale of Assets.........................................14 ARTICLE SIX Guarantees.....................................................................................15 Section 6.01. Unconditional Guarantee..........................................................15 Section 6.02. Fraudulent Conveyance Limitation.................................................16 Section 6.03. Waiver...........................................................................16 Section 6.04. Subordinated Indebtedness........................................................17 Section 6.05. Execution of Guarantee...........................................................19 Section 6.06. Additional Guarantees and Release of Guarantees..................................19 ARTICLE SEVEN Miscellaneous................................................................................20 Section 7.01. Confirmation of Indenture........................................................20 Section 7.02. Concerning the Trustee...........................................................20 Section 7.03. Governing Law....................................................................21 Section 7.04. Separability.....................................................................21 Section 7.05. Counterparts.....................................................................21 Section 7.06. No Adverse Interpretation of Other Agreements....................................21 Section 7.07. No Recourse Against Others.......................................................21 Section 7.08. Successors and Assigns...........................................................21 Section 7.09. Duplicate Originals..............................................................21 Section 7.10. Severability.....................................................................22

-i- SUPPLEMENTAL INDENTURE dated as of May 19, 2003 ("Supplemental Indenture"), to the Senior Debt Securities Indenture dated as of December 3, 2002 (as amended, modified or supplemented from time to time in accordance therewith, the "Indenture"), by and among M.D.C. HOLDINGS, INC., a Delaware corporation (the "Company"), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the "Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of Notes (as defined herein): WHEREAS, the Company and the Trustee have executed an Indenture to provide for the issuance from time to time of senior debt securities (the "Securities") to be issued in one or more series as in the Indenture provided; WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join them in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Securities designated as its 5 1/2% Senior Notes due 2013, substantially in the form attached hereto as Exhibit A, guaranteed by the Guarantors, on the terms set forth herein; WHEREAS, Section 2.01 of the Indenture provides that a supplemental indenture may be entered into for such purpose provided certain conditions are met; WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done; NOW, THEREFORE: In consideration of the premises and the purchase and acceptance of the Notes by the holders thereof the Company and the Guarantors mutually covenant and agree with the Trustee, for the equal and ratable benefit of the Holders, that the Indenture is supplemented and amended, to the extent expressed herein, as follows: -2- ARTICLE ONE SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall not be limited in aggregate principal amount, and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled "5 1/2% Senior Notes due 2013." The Notes shall be in the form of Exhibit A hereto. The Notes shall be guaranteed by the Guarantors as provided in such form and the Indenture. If required, the Notes may bear an appropriate legend regarding original issue discount for federal income tax purposes and any other legend required by applicable law or the rules of any exchange on which the Notes may be listed. ARTICLE TWO CERTAIN DEFINITIONS The following terms have the meanings set forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Indenture. To the extent terms defined herein differ from the Indenture the terms defined herein will govern. "Attributable Debt" means, in respect of a Sale and Leaseback Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding debt securities of all series, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges. "Business Day" means any day other than a Legal Holiday. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of or in a Person's capital stock or other equity interests, -3- and options, rights or warrants to purchase such capital stock or other equity interests, whether now outstanding or issued after the Issue Date, including, without limitation, all Preferred Stock of such Person if such Person is a corporation or membership interests if such Person is a limited liability company and each general and limited partnership interest of such Person if such Person is a partnership. "Capitalized Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP. "Cash" means U.S. Legal Tender. "Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. "Comparable Treasury Price" means, with respect to any Redemption Date, (a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (b) if such release (or any successor release) is not published or does not contain such price on such business day, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Consolidated Net Tangible Assets" means the total amount of assets which would be included on a combined balance sheet of the Company and the Guarantors under GAAP (less applicable reserves and other properly deductible items) after deducting therefrom: (1) all short-term liabilities, except for (x) liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and (y) liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106; -4- (2) investments in subsidiaries that are not Restricted Subsidiaries; and (3) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets. "Consolidated Net Worth" of any Person means the consolidated stockholders' equity of the Person determined in accordance with GAAP. "Custodian" means any receiver, trustee, assignee, liquidator, custodian, sequestrator or similar official under any Bankruptcy Law. "Event of Default" means any one of the following events: (a) default in the payment of interest on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days; (b) default in the payment of all or any part of the principal or premium, if any, on the Notes when and as the same become due and payable at maturity, at redemption, by declaration of acceleration or otherwise; (c) default in the observance or performance of, or breach of, any covenant, agreement or warranty of the Company contained in the Notes , the Indenture or this Supplemental Indenture (unless specifically dealt with elsewhere), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of the outstanding Notes, a written notice specifying such default or breach, requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (d) a decree, judgment, or order by a court of competent jurisdiction shall have been entered adjudging the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition in an involuntary case or proceeding seeking reorganization of the Company or any of its Significant Subsidiaries under any bankruptcy or similar law, or a decree, judgment or order of a court of competent jurisdiction directing the appointment of a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of the Company, any of its Significant Subsidiaries, or of the assets or property of any such Person, or the winding up or liquidation of the affairs of any such Person, shall have been entered, and the continuance of any such decree, judgment or order unstayed and in effect for a period of 90 consecutive days; -5- (e) the Company or any of its Significant Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt (including conversion of an involuntary proceeding into a voluntary proceeding), or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent to the filing of any such petition, or shall consent to the appointment of a Custodian, receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or any of its assets or property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall, within the meaning of any Bankruptcy Law, become insolvent, or fail generally to pay its debts as they become due; (f) (i) the acceleration of any Indebtedness (other than Non-Recourse Indebtedness) of the Company or any of its Significant Subsidiaries (in accordance with the terms of such Indebtedness and after giving effect to any applicable grace period set forth in the documents governing such Indebtedness) that has an outstanding principal amount of $25,000,000 or more individually or $40,000,000 or more in the aggregate to be immediately due and payable; provided that, in the event any such acceleration is withdrawn or otherwise rescinded (including satisfaction of such Indebtedness) within a period of ten business days after such acceleration by the holders of such Indebtedness, any Event of Default under this clause (f) will be deemed to be cured and any acceleration hereunder will be deemed withdrawn or rescinded; or (ii) the failure by the Company or any of its Significant Subsidiaries to make any principal, premium, interest or other required payment in respect of Indebtedness (other than Non-Recourse Indebtedness) of the Company or any of its Significant Subsidiaries with an outstanding aggregate principal amount of $25,000,000 or more individually or $40,000,000 or more in the aggregate (after giving effect to any applicable grace period set forth in the documents governing such Indebtedness); (g) one or more final nonappealable judgments (in the amount not covered by insurance or not reserved for) or the issuance of any warrant of attachment against any portion of the property or assets (except with respect to Non-Recourse Indebtedness) of the Company or any of its Restricted Subsidiaries, which are $25,000,000 or more individually or $40,000,000 or more in the aggregate, at any one time rendered against the Company or any of its Restricted Subsidiaries by a court of competent jurisdiction and not bonded, satisfied or discharged for a period (during which execution shall not be effectively stayed) of (i) 60 days after the judgment becomes final and such court shall not have ordered or approved, and the parties shall not have agreed upon, the payment of such judgment at a later date or dates or (ii) 60 days after all or any part of such judgment is payable pursuant to any court order or agreement between the parties; or -6- (h) the Guarantee of any Guarantor shall fail to remain in full force and effect except in accordance with this Indenture or any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of its Guarantee, or any Guarantor shall fail to comply with any of the terms or provisions of its Guarantee, or any Guarantor denies that it has any further liability under its Guarantee or gives notice to such effect. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Finance Subsidiary" means any Subsidiary of the Company substantially all of whose operations consist of (a) the mortgage financing business or (b) the insurance business. "Funded Indebtedness" means notes, bonds, debentures or other similar evidences of Indebtedness for money borrowed which by their terms mature at or are extendible or renewable at the option of the obligor to a date more than 12 months after the date of the creation of such debt. "Guarantee" has the meaning set forth in Section 6.01 hereof. "Guaranteed Indebtedness" has the meaning set forth in Section 6.06 hereof. "Guaranteed Obligations" has the meaning set forth in Section 6.01 hereof. "Guarantors" means M.D.C. Land Corporation, RAH of Texas, LP, RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond American Homes of California (Inland Empire), Inc., Richmond American Homes of Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., and Richmond American Homes of West Virginia, Inc.; and any other Subsidiary of the Company that executes and delivers a guarantee of the Notes pursuant to the provisions of the Indenture. "Indebtedness" means (a) any liability of any Person (i) for borrowed money, or (ii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (iii) for the payment of money relating to a Capitalized Lease Obligation or (iv) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (b) any liability of others described in the preceding clause (a) that such Person has guaranteed or that is otherwise its legal liability; (c) all Indebtedness referred to in (but not excluded from) clauses (a) and (b) -7- above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (d) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a), (b) and (c) above. "Interest Payment Date" means the stated due date of an installment of interest on the Notes. "Issue Date" means May 19, 2003, the date of original issuance of the Notes. "1998 Indenture" means the indenture dated as of January 28, 1998 between the Company and U.S. Bank National Association as trustee, as amended or supplemented from time to time. "Legal Holiday" means a Saturday, a Sunday, a legal holiday or a day on which banking institutions in Denver, Colorado and New York, New York are not required to be open. "Non-Recourse Indebtedness" means Indebtedness or other obligations secured by a lien on property to the extent that the liability for the Indebtedness or other obligations is limited to the security of the property without liability on the part of the Company or any Restricted Subsidiary (other than the Restricted Subsidiary which holds title to the property) for any deficiency. "Notes" means the 5 1/2% Senior Notes due 2013 created under Article One hereof. "Paying Agent" means an office or agency where Notes may be presented for payment. "Person" means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Preferential Payment" has the meaning set forth in Section 6.01. "Preferred Stock" of any Person means all Capital Stock of such Person which has a preference in liquidation or with respect to the payment of dividends. -8- "Primary Treasury Dealer" means a primary U.S. Government securities dealer in New York City. "Record Date" means a Record Date specified in the Notes whether or not such Record Date is a Business Day. "Redeemable Capital Stock" means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity. "Redemption Date," when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and Paragraph 5 of the Notes. "Redemption Price," when used with respect to any Note to be redeemed, means the price for such redemption pursuant to Paragraph 5 of the Notes, which shall include, without duplication, in each case, accrued and unpaid interest to the Redemption Date. "Reference Treasury Dealer" means (a) Citigroup Global Markets Inc., or one of the other Underwriters for the Notes, issued on the Issue Date (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer, and (b) any other Primary Treasury Dealer(s) selected by the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date. "Registrar" means the office or agency where Notes may be presented for registration of transfer or for exchange. "Remaining Scheduled Payments" means, with respect to any Note, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that if such Redemption Date is not an Interest Payment Date with respect to such Note, the -9- amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "Restricted Subsidiary" means any Guarantor and any successor to such Guarantor. "Sale and Leaseback Transaction" means a sale or transfer made by the Company or a Restricted Subsidiary (except a sale or transfer made to the Company or a Restricted Subsidiary) of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to the Company or a Restricted Subsidiary for more than a three-year term. "Secured Debt" means any Indebtedness, except Indebtedness of the Finance Subsidiaries, which is secured by (i) a Security Interest in any of the property of the Company or any Restricted Subsidiary or (ii) a Security Interest in shares of stock owned directly or indirectly by the Company or a Restricted Subsidiary in a corporation or in equity interests owned by the Company or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in the Company's rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which the Company or a Restricted Subsidiary has an equity interest. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given. "Security Interests" means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation. "Significant Subsidiary" means any Subsidiary (a) whose revenues exceed 10% of our total consolidated revenues, in each case for the most recent fiscal year, or (b) whose net worth exceeds 10% of our total stockholders' equity, in each case as of the end of the most recent fiscal year. "Specified Indebtedness" means Indebtedness under (i) the Notes, (ii) the 1998 Indenture, (iii) the Indenture and (iv)the Second Amended and Restated Credit Agreement dated as of July 30, 2002, among the Company and the banks named therein, as amended or supplemented from time to time, and any refinancing, extension, renewal or replacement of any of the foregoing. "Stated Maturity" when used with respect to any Note, means December 1, 2012. -10- "Subordinated Indebtedness" means Indebtedness of the Company which is subordinated in right of payment to the prior payment in full, including all payment of principal, premium and all accrued interest (and post-petition interest) on, and all other amounts owing in connection with the Notes. "Subsidiary" means any Person of which at the time of determination by the Company, directly and/or indirectly through one or more Subsidiaries, the Company owns more than 50% of the shares of its Voting Stock. "Supplemental Indenture" has the meaning set forth in Article One hereof. "TIA" means the Trust Indenture Act of 1939, as in effect from time to time. "Treasury Rate" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. "Trustee" means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor serving hereunder. "U.S. Legal Tender" means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. "Voting Stock" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency). ARTICLE THREE REDEMPTION Section 3.01. Right of Redemption. Redemption of Notes, as permitted by any provision of this Indenture, shall be made in accordance with such provision and Article Three of the Indenture. -11- The Notes may be redeemed at the election of the Company, in whole at any time or in part from time to time, on at least 30 but not more than 60 days' prior notice, at a Redemption Price equal to the greater of (i) 100% of their principal amount, and (ii) the present value of the Remaining Scheduled Payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate plus 30 basis points (0.30%), plus, in each case, accrued and unpaid interest, if any, on the Notes to the Redemption Date. In determining the Redemption Price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. If money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed is deposited with the Trustee on or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on the Notes (or such portions thereof) called for redemption and the Notes will cease to be outstanding. On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the Redemption Date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by DTC, in the case of Notes represented by a global security. ARTICLE FOUR COVENANTS The following additional covenants will apply with respect to the Notes: Section 4.01. Restrictions on Secured Debt. The Company will not, and will not cause or permit a Restricted Subsidiary (other than any Finance Subsidiary) to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt which is secured by: (1) Security Interests in model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat or thereon; -12- (2) Security Interests in property at the time of its acquisition by the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interests secure obligations assumed by the Company or a Restricted Subsidiary, or in the property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects the property of the Company or a Restricted Subsidiary prior to such transaction); (3) Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (4) Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; and (5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or a Restricted Subsidiary that is wholly owned (directly or indirectly) by the Company or Security Interests securing the Company's Indebtedness owing to a Guarantor. Such permitted Secured Debt also includes any amendment, restatement, supplement, renewal, replacement, extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof. In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally and ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been equally and ratably secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions as to which the provisions of clauses (1) through (3) under Section 4.02 have been complied with) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets. The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the definition of Secured Debt, and will not restrict the Company's or the Guarantors' ability to create, incur, assume or guarantee any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. -13- Section 4.02. Limitations on Sale and Leaseback Transactions. The Company will not, and will not cause or permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless (1) the net proceeds to the Company or such Restricted Subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, chairman of the board, vice chairman, president or principal financial officer of the Company) of the property or asset so leased, (2) the Company or such Restricted Subsidiary would be entitled to incur Secured Debt pursuant to Section 4.01, (3) the Company or any Restricted Subsidiary shall, and in any case the Company and the Restricted Subsidiaries, covenant that they will, within 180 days of the effective date of any Sale and Leaseback Transaction, apply an amount equal to the fair value of the property so leased to the retirement of Funded Indebtedness, (4) the Sale and Leaseback Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property or asset by the Company or a Restricted Subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (5) the Sale and Leaseback Transaction was consummated prior to the date of this Supplemental Indenture. Section 4.03. Additional Guarantees. The Company shall not permit any Subsidiary that is not a Guarantor, directly or indirectly, to guarantee any obligations of the Company under the Specified Indebtedness unless such Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as the Specified Indebtedness is guaranteed, the Company's obligations under the Indenture and the Notes. The Company shall deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and, subject to customary exceptions, constitutes a valid and legally binding and enforceable obligation of such Subsidiary. Section 4.04. SEC Reports. The Company shall deliver to the Trustee and each Holder, within 15 days after it files the same with the SEC, copies of all reports and information (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe), if any, exclusive of exhibits, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or pursuant to the immediately following sentence. So long as any Notes remain outstanding, the Company shall file with the Commission such reports as may be required pursuant to Section 13 of the Exchange Act in respect of a security registered pursuant to Section 12 of the Exchange Act. If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act (or otherwise required to file reports pursuant to the immediately preceding sentence), the Company shall deliver to the Trustee and to each -14- Holder, within 15 days after it would have been required to file such information with the SEC were it required to do so, financial statements, including any notes thereto (and, in the case of a fiscal year end, an auditors' report by an independent certified public accounting firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," substantially equivalent to that which it would have been required to include in such quarterly or annual reports, information, documents or other reports if it had been subject to the requirements of Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the other provisions of TIA Section 314(a). The Trustee has no duty to review the financial reports and other information for the purpose of determining compliance with any provision of this Indenture. ARTICLE FIVE SUCCESSOR CORPORATION Article Five of the Indenture is replaced with the following in its entirety: Section 5.01. Consolidation, Merger and Sale of Assets. Neither the Company nor the Guarantors will consolidate or merge into or sell, assign, transfer or lease all or substantially all of their assets to another person unless: (1) the person is a corporation organized under the laws of the United States of America or any state thereof; (2) the person assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company or such Guarantor, as the case may be, relating to the Notes, the Guarantees and the Indenture, as the case may be; and (3) immediately after the transaction no Event of Default exists; provided that this clause (3) will not restrict or be applicable to a merger, consolidation or liquidation of a Guarantor with or into the Company or another Subsidiary that is wholly owned, directly or indirectly, by the Company that is, or concurrently with the completion of such merger, consolidation or liquidation becomes, a Guarantor or a Restricted Subsidiary that is wholly owned, directly or indirectly, by the Company. Upon any such consolidation, merger, sale, assignment or transfer, the successor corporation will be substituted for the Company or such Guarantor (including any merger or consolidation described in the proviso at the end of the immediately preceding sentence), as -15- applicable, under the Indenture. The successor corporation may then exercise every power and right of the Company or such Guarantor under the Indenture, and the Company or such Guarantor, as applicable, will be released from all of its respective liabilities and obligations in respect of the Notes and the Indenture. If the Company or any Guarantor leases all or substantially all of its assets, the lessee corporation will be the successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor, as the case may be, under the Indenture, but the Company or such Guarantor, as the case may be, will not be released from its respective obligations to pay the principal of and premium, if any, and interest, if any, on the Notes. ARTICLE SIX GUARANTEES Section 6.01. Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally, guarantees (each such guarantee to be referred to herein as the "Guarantee") to the Holders of the Notes and to the Trustee and its successors and assigns that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise (collectively, the "Guaranteed Obligations"), subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 6.02. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The obligations of the Guarantors hereunder are separate and independent of the obligations of the Company and of any other guarantor, and a separate action or actions may be brought and prosecuted against the Guarantor whether action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in -16- any action or actions. The obligations of the Guarantor hereunder shall survive and continue in full force and effect until the earlier of (i) such time as the Guarantor may be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, or (ii) payment in full of the Guaranteed Obligations is actually received by the Holders or the Trustee on behalf of the Holders and the period of time has expired during which any payment made by the Company or the Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company's or any other Guarantor's liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. The Guarantors agree that to the extent the Company or any other guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Guarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent of such payment or repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made. Section 6.02. Fraudulent Conveyance Limitation. Notwithstanding any contrary provision, the amount of the Guaranteed Obligations guaranteed by the Guarantor under this Guarantee shall be, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar laws applicable to the Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guarantee or any other agreement or instrument executed in connection with the payment of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by the Guarantor by this Guarantee shall be limited to an aggregate amount equal to the largest amount that would not render the Guarantor's obligations hereunder subject to avoidance under any Bankruptcy Law. Section 6.03. Waiver. Each Guarantor waives and agrees not to assert: (a) any right to require the Holders or Trustee to proceed against the Company or any other guarantor, to proceed against or exhaust any security for the Guaranteed Obligations, to pursue any other remedy available -17- to the Holders or Trustee or to pursue any remedy in any particular order or manner; (b) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof; (c) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand, nonpayment and acceptance of this Guarantee; (d) notice of the existence, creation or incurring of new or additional indebtedness of the Company to the Holders; and (e) any defense arising by reason of any disability or other defense of the Company or by reason of the cessation from any cause whatsoever (other than payment in full of all amounts demanded to be paid by the Guarantor under this Guarantee) of the liability of the Company for the Guaranteed Obligations. Each Guarantor hereby expressly consents to any impairment of collateral, including, but not limited to, failure to perfect a security interest and release collateral and any such impairment or release shall not affect Guarantors' obligations hereunder. Until payment in full of the Guaranteed Obligations, no Guarantor shall have a right of subrogation and hereby waives any right to enforce any remedy which the Holders or the Trustee now have, or may hereafter have, against the Company, and waives any benefit of, any right to participate in, any security now or hereafter held on behalf of the Holders. Section 6.04. Subordinated Indebtedness. If from time to time the Company shall have liabilities or obligations to the Guarantors, whether absolute or contingent, joint, several, or joint and several, such liabilities and obligations (the "Subordinated Indebtedness") and any and all assignments as security, grants in trust, liens, mortgages, security interests, other encumbrances, and other interests and rights securing such liabilities and obligations shall at all times be fully subordinate to payment and performance in full of the Guaranteed Obligations. Each Guarantor agrees that such liabilities and obligations of the Company to Guarantor shall not be secured by any assignment as security, grant in trust, lien, mortgage, security interest, other encumbrance or other interest or right in any property, interests in property, or rights to property of the Company. Each Guarantor agrees that (i) so long as no Event of Default has occurred and is continuing, payments of principal and interest on the Subordinated Indebtedness may be made by the Company and accepted by Guarantor as such payments become due; and (ii) after the occurrence and during the continuation of an Event of Default, the Company shall not make and Guarantor shall not accept any payments with respect to the Subordinated Indebtedness. If, notwithstanding the foregoing, subsequent to an Event of Default, Guarantor receives any payment from the Company, such payment shall be held in trust by Guarantor for the benefit of the Holders, and shall be segregated from the other funds of Guarantor, and shall forthwith be paid by Guarantor to the Holders or to the Trustee on behalf of the Holders and applied to payment of the Guaranteed Obligations whether or not then due. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company, by reason of the liquidation, -18- dissolution, or other winding up of the Company's business, or in the event of any receivership, insolvency or bankruptcy proceedings by or against the Company, or assignment for the benefit of creditors, or of any proceedings by or against the Company for any relief under any bankruptcy or insolvency laws, or relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extensions, or of any other event whereby it becomes necessary or desirable to file or present claims against the Company for the purpose of receiving payment thereof, or on account thereof, then and in any such event, any payment or distribution of any kind or character, either in cash or other property, which shall be made or shall be payable with respect to any Subordinated Indebtedness shall be paid over to the Holders or to the Trustee on behalf of the Holders for application to the payment of the Guaranteed Obligations, whether due or not due, and no payments shall be made upon or in respect of the Subordinated Indebtedness unless and until the Guaranteed Obligations shall have been paid and satisfied in full. In any such event, all claims of the Holders and all claims of Guarantor shall, at the option of the Trustee, forthwith become due and payable without demand or notice. In the event of any distribution, division, or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Company, or the proceeds thereof, to creditors of the Company, by reason of the liquidation, dissolution, or other winding up of the Company's business, or in the event of any receivership, insolvency or bankruptcy proceedings by or against the Company, or assignment for the benefit of creditors, or of any proceedings by or against the Company for any relief under any bankruptcy or insolvency laws, or relating to the relief of debtors, readjustment of indebtedness, reorganizations, arrangements, compositions or extensions, or of any other event whereby it becomes necessary or desirable to file or present claims against the Company for the purpose of receiving payment thereof, or on account thereof, each Guarantor irrevocably authorizes and empowers the Trustee, or any person the Trustee may designate, to act as attorney for Guarantor with full power and authority in the name of Guarantor, or otherwise, to make and present such claims or proofs of claims against the Company on account of the Subordinated Indebtedness as the Trustee, or its appointee, may deem expedient and proper and, if necessary, to vote such claims in any proceedings and to receive and collect for the benefit of the Holders any and all dividends or other payments and disbursements made thereon in whatever form they may be paid or issued, and to give acquittance therefor and to apply same to the Guaranteed Obligations, and each Guarantor hereby agrees, from time to time and upon request, to make, execute and deliver to the Trustee such powers of attorney, assignments, endorsements, proofs of claim, pleadings, verifications, affidavits, consents, agreements or other instruments as may be requested by the Trustee in order to enable the Trustee and the Holders to enforce any and all claims upon, or with respect to, the Subordinated Indebtedness, and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Subordinated Indebtedness. -19- Except as otherwise permitted herein, should any payment or distribution or security or proceeds thereof be received by a Guarantor upon or with respect to the Subordinated Indebtedness prior to the satisfaction of the Guaranteed Obligations, such Guarantor will forthwith deliver the same to the Trustee on behalf of the Holders in precisely the form as received except for the endorsement or assignment of the Guarantor where necessary for application on the Guaranteed Obligations, whether due or not due, and until so delivered the same shall be held in trust by Guarantor as property of the Trustee on behalf of the Holders. In the event of the failure of Guarantor to make any such endorsement or assignment, the Trustee, or any of its officers or employees, on behalf of the Trustee, is hereby irrevocably authorized to make the same. Each Guarantor agrees to maintain in its records notations satisfactory to the Trustee of the rights and priorities of the Holders hereunder, and from time to time, upon request, to furnish the Trustee for the benefit of the Holders with sworn financial statements. The Trustee may inspect the books of account and any records of each Guarantor at any time during business hours. Each Guarantor agrees that any promissory note now or hereafter evidencing the Subordinated Indebtedness shall be nonnegotiable and shall be marked with a specific statement that the indebtedness thereby evidenced is subject to the provisions of this Guarantee. Section 6.05. Execution of Guarantee. Each Guarantor hereby agrees to execute a notation of Guarantee in substantially the form attached to the form of Note, and to deliver such notation to the Trustee. Section 6.06. Additional Guarantees and Release of Guarantees. (a) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any Specified Indebtedness ("Guaranteed Indebtedness") unless such Restricted Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which such Restricted Subsidiary guarantees, jointly and severally with all other Guarantors, on the same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed Obligations. If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall rank pari passu with, or be subordinated in right of payment to, the Guarantee of such Restricted Subsidiary or (2) is subordinated by its terms in right of payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Guarantee of such Restricted Subsidiary at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (b) The Guarantee of any Guarantor will be automatically and unconditionally released and discharged so long as: -20- (i) no Default or Event of Default exists or would result from release of such Guarantee; (ii) the Guarantor being released has Consolidated Net Worth of less than 5% of the Company Consolidated Net Worth as of the end of the most recent fiscal quarter; (iii) the Guarantors released from their Guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the Company to cure a Default) of the Company's Consolidated Net Worth as of the end of the most recent fiscal quarter; (iv) such release would not have a material adverse effect on the homebuilding business of the Company and its Subsidiaries; and (v) the Guarantor is released from its guarantee(s) under the Specified Indebtedness; provided, in each such case, the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transactions have been complied with and that such release is authorized and permitted under the Indenture. (c) If there are no guarantors under any Specified Indebtedness, Guarantors under this Indenture Supplement will be released from their Guarantees. ARTICLE SEVEN MISCELLANEOUS Section 7.01. Confirmation of Indenture. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument. Section 7.02. Concerning the Trustee. The rights and duties of the Trustee set forth in Article Seven of the Indenture shall not be modified by reason of this Supplemental Indenture. -21- Section 7.03. Governing Law. This Supplemental Indenture, the Indenture, the Notes, and the Guarantee shall be governed by the laws of the State of New York. Section 7.04. Separability. In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, but this Supplemental Indenture shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Section 7.05. Counterparts. This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Section 7.06. No Adverse Interpretation of Other Agreements. This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture. Section 7.07. No Recourse Against Others. All liability described in Paragraph 12 of the Notes of any director, officer, employee or stockholder, as such, of the Company or any Guarantor is waived and released. Section 7.08. Successors and Assigns. All covenants and agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns. Section 7.09. Duplicate Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. -22- Section 7.10. Severability. In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes. [Signature Page Follows] S-1 SIGNATURES IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written. M.D.C. HOLDINGS, INC. By: ---------------------------------------- Name: Title: GUARANTORS: M.D.C LAND CORPORATION RAH OF TEXAS, LP RAH TEXAS HOLDINGS, LLC RICHMOND AMERICAN CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF ARIZONA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA (INLAND EMPIRE), INC. RICHMOND AMERICAN HOMES OF COLORADO, INC. RICHMOND AMERICAN HOMES OF MARYLAND, INC. RICHMOND AMERICAN HOMES OF NEVADA, INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. RICHMOND AMERICAN HOMES OF VIRGINIA, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC. S-2 By: ---------------------------------------- Name: Title: S-3 U.S. Bank National Association, as Trustee By: --------------------------------------- Name: Title: Authorized Signatory Exhibit A THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. A-1 CUSIP No.: 5 1/2% Senior Notes due 2013 M.D.C. HOLDINGS, INC. a Delaware corporation promises to pay to Cede & Co. or registered assigns the principal sum of $ on May 15, 2013. 5 1/2% Senior Notes due 2013 Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: , 2003 M.D.C. HOLDINGS, INC. By: ------------------------------------ Name: Title: By: ------------------------------------ Name: Title: A-2 U.S. Bank National Association, as Trustee, certifies that this is one of the Notes referred to in the within mentioned Indenture. By: ---------------------------------------- Name: Authorized Signatory A-3 M.D.C. HOLDINGS, INC. 5 1/2% Senior Notes due 2013 1. Interest. M.D.C. HOLDINGS, INC. (the "Company"), a Delaware corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest semiannually on May 15 and November 15 of each year until the principal is paid or made available for payment. Interest on the Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from May 19, 2003; provided that, if there is no existing default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment. The Company will pay interest on the Notes (except defaulted interest, if any, which will be paid on such special payment date to Holders of record on such special record date as may be fixed by the Company) on each Interest Payment Date to the persons who are registered Holders of Notes at the close of business on the May 1 and November 1 preceding such Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. 3. Paying Agent and Registrar. Initially, U.S. Bank National Association (the "Trustee") will act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent, Registrar or co-Registrar without notice. The Company or any of its Subsidiaries may act as Paying Agent, Registrar or co-Registrar. 4. Indenture. The Company issued the Notes under an Indenture dated as of December 3, 2002 between the Company and the Trustee, as supplemented by a Supplemental Indenture dated as of May 19, 2003 among the Company, the Guarantors and the Trustee (together, the "Indenture"). The terms of the Notes and the Guarantees include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 ("TIA") as in effect on the date of the Indenture. The Notes and the Guarantees are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. A-4 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: M.D.C. Holdings, Inc., 3600 South Yosemite, Suite 900, Denver, Colorado 80237, Attention: Secretary. 5. Optional Redemption. The Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 but not more than 60 days' prior notice, at a Redemption Price equal to the greater of (i) 100% of their principal amount, and (ii) the present value of the Remaining Scheduled Payments on the Notes being redeemed on the Redemption Date, discounted to the Redemption Date, on a semiannual basis, at the Treasury Rate plus 30 basis points (0.30%), plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date. In determining the Redemption Price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his registered address. Notes in denominations larger than $1,000 may be redeemed in part. On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption; provided that if the Company shall default in the payment of such Note at the redemption price together with accrued interest, interest shall continue to accrue at the rate borne by the Notes. 6. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes by presentation of such Notes to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other denominations. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Note selected for redemption, except the unredeemed part thereof if the Note is redeemed in part, or transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed. 7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes. A-5 8. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its request. After that, Holders entitled to the money must look to the Company for payment unless an abandoned property law designates another person. 9. Amendment, Supplement, Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Notes and any past default or compliance with any provision relating to the Notes may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to remove a Guarantor which, in accordance with the terms of the Supplemental Indenture, ceases to be liable in respect of its Guarantee, or to make any other change, provided such action does not adversely affect the rights of any Holder. 10. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor corporation will be released from those obligations, except that a lease of all or substantially all its assets does not release the predecessor from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes. 11. Trustee Dealings With Company. U.S. Bank National Association, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. 12. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. A-6 13. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance, which provisions shall for all purposes have the same effect as if set forth herein. 14. Authentication. This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note. 15. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). A-7 ASSIGNMENT FORM If you, the Holder, want to assign this Note, fill in the form below: I or we assign and transfer this Note to: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Insert assignee's social security or tax ID number) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or type assignee's name, address, and zip code) and irrevocably appoint: - -------------------------------------------------------------------------------- agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. - -------------------------------------------------------------------------------- Date: Your signature: ------------------- ------------------------------------- (Sign exactly as your name appears on the other side of this Note) A-8 Signature Guarantee: ------------------------------------------------------------ SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-9 [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE] GUARANTEE The undersigned (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the "Guarantee") (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article Six of the Supplemental Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person's status as stockholder, officer, director, employee or incorporator. Each holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each holder of a Note by accepting a Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Supplemental Indenture. A-10 The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Supplemental Indenture by the manual signature of one of its authorized officers. [GUARANTORS] By: ------------------------------------- Name: Title: A-11 EX-5.1 5 d06126exv5w1.txt EX-5.1 OPINION OF HOLME ROBERTS & OWEN LLP May 19, 2003 M.D.C. Holdings, Inc. 3600 S. Yosemite Street, Suite 900 Denver, Colorado 80237 Re: M.D.C. Holdings, Inc. 5 1/2% Senior Notes due 2013 Ladies and Gentlemen: We have acted as counsel to M.D.C. Holdings, Inc., a Delaware corporation (the "Company"), in connection with (i) the Company's Registration Statement on Form S-3 (File No. 333-97225) (as amended, the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (as amended, the "Act"), on July 29, 2002, as amended on August 6, 2002, September 3, 2002, September 23, 2002 and October 1, 2002, and (ii) the offering and sale by the Company of its 5 1/2% Senior Notes due 2013 (the "Notes"), which have been fully and unconditionally guaranteed by certain of its subsidiaries (the "Guarantors"). The Notes, together with the guarantees issued by the Guarantors, are described herein as the "Debt Securities." All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement. In connection with the Company's and the Guarantors' preparation and filing of the Registration Statement and their offering and sale of the Debt Securities, we have examined originals or copies of all documents, corporate records or other writings that we consider relevant for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures on all original documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as photocopies of originals. As to matters of fact not directly within our actual knowledge, we have relied upon certificates, telegrams and other documents from public officials in certain jurisdictions. In connection with this opinion, we have examined the following documents: (1) The Articles or Certificate of Incorporation of the Company and each of the Guarantors, as amended to date; M.D.C. Holdings, Inc. Page 2 May 19, 2003 (2) The Bylaws of the Company and each of the Guarantors, as amended to date; (3) The form of the Indenture and the Supplemental Indenture, dated May 19, 2003, and the form of the Debt Securities, each filed as an exhibit to the Registration Statement on Form 8-K; (4) Such records of the corporate proceedings of the Company and the Guarantors, and such other documents that we considered necessary or appropriate for the purpose of rendering this opinion; and (5) Such other certificates and assurances from public officials, officers and representatives of the Company and the Guarantors that we considered necessary or appropriate for the purpose of rendering this opinion. On the basis of the foregoing examination, and in reliance thereon, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and the Trust Indenture Act of 1939, as amended, and to compliance with such securities or "blue sky" laws of any jurisdiction as may be applicable): When (a) the Debt Securities in substantially the form contained in the Indenture shall have been authorized, executed and authenticated in accordance with the terms of the Indenture, (b) the Indenture shall have been qualified under the Trust Indenture Act of 1939, duly executed and delivered and (c) the Debt Securities shall have been issued and sold as described in the Registration Statement, in accordance with the terms and conditions of the applicable underwriting agreement, and in a manner contemplated in the Registration Statement, including the Prospectus Supplement, dated May 12, 2003, relating to such Debt Securities, the Notes will be duly authorized and valid and binding obligations of the Company and the Guarantees will be duly authorized and valid binding obligations of the Guarantors, subject to the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement, or similar laws affecting the enforcement of creditors' rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential M.D.C. Holdings, Inc. Page 3 May 19, 2003 transfers) and general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law. The opinions expressed herein are limited to the laws of the States of Colorado and New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. This opinion may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to this firm under the caption "Legal Matters" in the prospectus contained in the Registration Statement. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. M.D.C. Holdings, Inc. Page 4 May 19, 2003 The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitation, future changes in applicable law. This letter is our opinion as to certain legal conclusions as specifically set forth herein and is not and should not be deemed to be a representation or opinion as to any factual matters. The opinions expressed herein may not be quoted in whole or in part or otherwise used or referred to in connection with any other transactions. Very truly yours, /s/ Holme Roberts & Owen LLP -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

                              M.D.C. HOLDINGS, INC.

                                  $150,000,000

                          5 1/2% Senior Notes due 2013

                             Underwriting Agreement

                                                              New York, New York
                                                                    May 12, 2003

Citigroup Global Markets Inc.
Banc One Capital Markets, Inc.
Wachovia Securities, Inc.

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  M.D.C. Holdings, Inc., a Delaware corporation (the "Company"),
proposes to sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, $150,000,000 aggregate principal amount of its 5 1/2% Senior
Notes due 2013 (the "Notes"), to be issued under the indenture dated as of
December 3, 2002, between the Company and U.S. Bank National Association, as
trustee (the "Trustee"), and a supplemental indenture dated May 19, 2003 by and
among the Company, certain subsidiaries of the Company and the Trustee (such
indenture, as supplemented by such supplemental indenture, the "Indenture"). The
Company's obligations under the Indenture and the Notes will be unconditionally
guaranteed (the "Guarantees"), jointly and severally, by each of the wholly
owned subsidiaries of the Company listed on the signature pages hereof (the
"Guarantors"). The Notes and the Guarantees are collectively referred to herein
as the "Securities." The Company and the Guarantors are collectively referred to
herein as the "Issuers." Certain capitalized terms have the meanings given to
them in Section 17. Any reference herein to the "Registration Statement," a
"Preliminary Prospectus" or the "Prospectus" shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the Effective Date
of the Registration Statement or the issue date of such Preliminary Prospectus
or the Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the filing of any



                                      -2-

document under the Exchange Act after the Effective Date of the Registration
Statement, or the issue date of any Preliminary Prospectus or the Prospectus, as
the case may be, deemed to be incorporated therein by reference.

                  1.       Representations and Warranties. The Issuers, jointly
and severally, represent and warrant to, and agree with, each Underwriter as set
forth below in this Section 1.

                  (a)      The Company meets the requirements for use of Form
         S-3 under the Act and has prepared and filed with the Commission a
         registration statement (file number 333-97225) on Form S-3, including a
         related base prospectus, for the registration under the Act of the
         offering and sale of the Securities. The Registration Statement has
         become effective under the Act. The Company may have filed one or more
         amendments thereto, each of which has previously been furnished to you.
         The Company will next file with the Commission one of the following:
         (1) a final prospectus (including a prospectus supplement) in
         accordance with Rules 430A and 424(b), or (2) a final prospectus
         (including a prospectus supplement) in accordance with Rules 415 and
         424(b). In the case of clause (1), the Company has included in such
         registration statement, as amended at the Effective Date, all
         information (other than Rule 430A Information) required by the Act and
         the rules thereunder to be included in such registration statement and
         the Prospectus. As filed, such amendment and form of final prospectus,
         or such final prospectus, shall contain all Rule 430A Information,
         together with all other such required information, and, except to the
         extent the Representatives shall agree in writing to a modification,
         shall be in all substantive respects in the form furnished to you prior
         to the Execution Time or, to the extent not completed at the Execution
         Time, shall contain only such specific additional information and other
         changes as the Company has advised you, prior to the Execution Time,
         will be included or made therein. If the Registration Statement
         contains the undertaking specified by Regulation S-K Item 512(a), the
         Registration Statement, at the Execution Time, meets the requirements
         set forth in Rule 415(a)(1)(x).

                  (b)      The Registration Statement, on the Effective Date and
         on the date of the Prospectus and each amendment or supplement thereto,
         and the Prospectus and each amendment or supplement thereto, at their
         respective dates, did and will comply in all material respects with the
         applicable requirements of the Act, the Exchange Act and the Trust
         Indenture Act and the respective rules thereunder; on the Effective
         Date and at the Execution Time, the Registration Statement did not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary in order to
         make the statements therein not misleading; on the Effective Date and
         on the Closing Date the Indenture did and will comply in all material
         respects with the requirements of the Trust Indenture Act and the rules
         thereunder; and neither the Prospectus nor any amendment or supplement
         thereto, on any date of filing



                                      -3-

         thereof or on the Closing Date, did or will contain any untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided,
         however, that the Company makes no representations or warranties as to
         (i) that part of the Registration Statement which shall constitute the
         Statement of Eligibility and Qualification (Form T-1) under the Trust
         Indenture Act of the Trustee or (ii) the information contained in or
         omitted from the Registration Statement or the Prospectus (or any
         amendment or supplement thereto) in reliance upon and in conformity
         with information furnished herein or in writing to the Company by or on
         behalf of any Underwriter through the Representatives specifically for
         inclusion in the Registration Statement or the Prospectus (or any
         amendment or supplement thereto).

                  (c)      Each Issuer and its subsidiaries has been duly
         organized and is validly existing in good standing under the laws of
         the jurisdiction in which it is chartered or organized with full power
         and authority to own or lease, as the case may be, and to operate its
         properties and conduct its business as described in the Prospectus, and
         is duly qualified to do business and is in good standing under the laws
         of each jurisdiction which requires such qualification, except in each
         case as would not, singly or in the aggregate, have a material adverse
         effect on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole, whether or not arising from transactions in the ordinary course
         of business (a "Material Adverse Effect"), except as set forth in or
         contemplated in the Prospectus (exclusive of any supplement thereto
         subsequent to the Execution Time).

                  (d)      All the outstanding shares of capital stock of each
         of the Company's significant subsidiaries (as defined by Rule 1-02 of
         Regulation S-X under the Exchange Act) (the "Significant Subsidiaries")
         have been duly and validly authorized and issued and are fully paid and
         nonassessable, and, except as otherwise set forth in the Prospectus,
         all outstanding shares of capital stock of the Significant Subsidiaries
         are owned by the Company either directly or through wholly owned
         subsidiaries free and clear of any perfected security interest or any
         other security interests, claims, liens or encumbrances.

                  (e)      The Company's authorized equity capitalization is as
         set forth in the Prospectus. The Securities conform in all material
         respects to the description thereof contained in the Prospectus. The
         Securities being sold hereunder by the Company shall be on the Closing
         Date duly listed, and admitted and authorized for trading, subject to
         official notice of issuance and evidence of satisfactory distribution
         on the New York Stock Exchange (the "NYSE").

                  (f)      There is no franchise, contract or other document of
         a character required to be described in the Registration Statement or
         Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required. The statements in the Pro-



                                      -4-

         spectus under the headings "Description of Notes," "Description of Debt
         Securities" and "Plan of Distribution" fairly summarize the matters
         therein described.

                  (g)      This Agreement has been duly authorized, executed and
         delivered by each Issuer and constitutes a valid and binding obligation
         of each Issuer enforceable in accordance with its terms.

                  (h)      The Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Prospectus, will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended.

                  (i)      No consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein, except such as
         have been obtained under the Act and such as may be required under the
         blue sky laws of any jurisdiction in connection with the purchase and
         distribution of the Securities by the Underwriters in the manner
         contemplated herein and in the Prospectus.

                  (j)      Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions herein contemplated nor
         the fulfillment of the terms hereof will conflict with, result in a
         breach or violation of, or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of its
         subsidiaries pursuant to, (i) the charter or by-laws of the Company or
         any of its subsidiaries, (ii) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject, or (iii) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or any of its subsidiaries or any of its
         or their properties, except, in the case of clause (ii) or (iii), as
         would not, singly or in the aggregate, have a Material Adverse Effect.

                  (k)      No holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statement.

                  (l)      The consolidated historical financial statements of
         the Company and its consolidated subsidiaries included in the
         Prospectus and the Registration Statement present fairly in all
         material respects the financial condition, results of operations and
         cash flows of the Company as of the dates and for the periods
         indicated, comply as to form with the applicable accounting
         requirements of the Act and have been prepared in conformity with
         generally accepted accounting principles applied on a consistent



                                      -5-

         basis throughout the periods involved (except as otherwise noted
         therein). The selected financial data set forth under the caption
         "Summary -- Selected Financial and Other Data" in the Prospectus fairly
         present, on the basis stated in the Prospectus, the information
         included therein.

                  (m)      No action, suit or proceeding by or before any court
         or governmental agency, authority or body or any arbitrator involving
         the Company or any of its subsidiaries or its or their property is
         pending or, to the best knowledge of the Company, threatened that (i)
         could reasonably be expected to have a material adverse effect on the
         performance of this Agreement or the consummation of any of the
         transactions contemplated hereby or (ii) could reasonably be expected
         to have a Material Adverse Effect.

                  (n)      Each of the Company and each of its subsidiaries owns
         or leases all such properties as are necessary to the conduct of its
         operations as presently conducted, except as would not have a Material
         Adverse Effect.

                  (o)      Neither the Company nor any subsidiary is in
         violation or default of (i) any provision of its charter or bylaws,
         (ii) the terms of any indenture, contract, lease, mortgage, deed of
         trust, note agreement, loan agreement or other agreement, obligation,
         condition, covenant or instrument to which it is a party or bound or to
         which its property is subject, or (iii) any statute, law, rule,
         regulation, judgment, order or decree of any court, regulatory body,
         administrative agency, governmental body, arbitrator or other authority
         having jurisdiction over the Company or such subsidiary or any of its
         properties, as applicable, except, in the case of clause (ii) or (iii),
         as would not, singly or in the aggregate, have a Material Adverse
         Effect.

                  (p)      Each of PricewaterhouseCoopers LLP and Ernst & Young
         LLP, who have certified certain financial statements of the Company and
         its consolidated subsidiaries and delivered their report with respect
         to the audited consolidated financial statements included in the
         Prospectus, are independent public accountants with respect to the
         Company within the meaning of the Act and the applicable published
         rules and regulations thereunder. To the Issuers' knowledge, Ernst &
         Young LLP is not in violation of the auditor independence requirements
         of the Sarbanes-Oxley Act of 2002.

                  (q)      There are no material transfer taxes or other similar
         fees or charges under Federal law or the laws of any state, or any
         political subdivision thereof, required to be paid in connection with
         the execution and delivery of this Agreement or the issuance or sale by
         any Issuer of the Securities.

                  (r)      The Company and its subsidiaries have filed all
         foreign, federal, state and local tax returns that are required to be
         filed or has requested extensions thereof (except in any case in which
         the failure so to file would not have a Material Adverse



                                      -6-

         Effect) and have paid all taxes required to be paid by them and any
         other assessment, fine or penalty levied against them, to the extent
         that any of the foregoing is due and payable, except for any such
         assessment, fine or penalty that is currently being contested in good
         faith or as would not have a Material Adverse Effect.

                  (s)      No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or is threatened or imminent,
         and the Company is not aware of any existing or imminent labor
         disturbance by the employees of any of its or its subsidiaries'
         principal suppliers, contractors or customers, that, in either case,
         could have a Material Adverse Effect.

                  (t)      The Company and each of its subsidiaries are insured
         by insurers of recognized financial responsibility against such losses
         and risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects.

                  (u)      Except as described in or contemplated by the
         Prospectus, no Restricted Subsidiary (as defined in the Indenture) of
         the Company (other than any Finance Subsidiary, as defined in the
         Supplemental Indenture) is currently materially restricted, directly or
         indirectly, from paying any dividends to the Company, from making any
         other distribution on such subsidiary's capital stock, from repaying to
         the Company any loans or advances to such subsidiary from the Company
         or from transferring any of such subsidiary's property or assets to the
         Company or any other subsidiary of the Company, in any case, to any
         extent that the Company deems necessary.

                  (v)      The Company and its subsidiaries possess all
         licenses, certificates, permits and other authorizations issued by the
         appropriate federal, state or foreign regulatory authorities necessary
         to conduct their respective businesses, except where the failure to
         possess any such license, certificate, permit or authorization would
         not, singly or in the aggregate, have a Material Adverse Effect.
         Neither the Company nor any of its subsidiaries has received any notice
         of proceedings relating to the revocation or modification of any such
         license, certificate, permit or authorization which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would have a Material Adverse Effect.

                  (w)      The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that, in all material respects, (i) transactions are executed
         in accordance with management's general or specific authorizations;
         (ii) transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and



                                      -7-

         to maintain asset accountability; (iii) access to assets is permitted
         only in accordance with management's general or specific authorization;
         and (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                  (x)      The Company has not taken, directly or indirectly,
         any action designed to or which has constituted or which might
         reasonably be expected to cause or result, under the Exchange Act or
         otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

                  (y)      Except as would not, singly or in the aggregate, have
         a Material Adverse Effect, the Company and its subsidiaries (i) are in
         compliance with any and all applicable foreign, federal, state and
         local laws and regulations relating to the protection of human health
         and safety, the environment or hazardous or toxic substances or wastes,
         pollutants or contaminants ("Environmental Laws"), (ii) have received
         and are in compliance with all permits, licenses or other approvals
         required of them under applicable Environmental Laws to conduct their
         respective businesses and (iii) except as set forth in the Prospectus,
         have not received notice of any actual or potential liability for the
         investigation or remediation of any disposal or release of hazardous or
         toxic substances or wastes, pollutants or contaminants. Except as set
         forth in the Prospectus, neither the Company nor any of its
         subsidiaries has been named as a "potentially responsible party" under
         the Comprehensive Environmental Response, Compensation, and Liability
         Act of 1980, as amended.

                  (z)      Each of the Company and its subsidiaries has
         fulfilled its obligations, if any, under the minimum funding standards
         of Section 302 of the United States Employee Retirement Income Security
         Act of 1974 ("ERISA") and the regulations and published interpretations
         thereunder with respect to each "plan" (as defined in Section 3(3) of
         ERISA and such regulations and published interpretations) in which
         employees of the Company and its subsidiaries are eligible to
         participate and each such plan is in compliance in all material
         respects with the presently applicable provisions of ERISA and such
         regulations and published interpretations. The Company and its
         subsidiaries have not incurred any unpaid liability to the Pension
         Benefit Guaranty Corporation (other than for the payment of premiums in
         the ordinary course) or to any such plan under Title IV of ERISA.

                  (aa)     The Company and its subsidiaries own, possess,
         license or have other rights to use, on reasonable terms, all material
         patents, patent applications, trade and service marks, trade and
         service mark registrations, trade names, copyrights, licenses,
         inventions, trade secrets, technology, know-how and other intellectual
         property (collectively, the "Intellectual Property") necessary for the
         conduct of the Company's business as now conducted or as proposed in
         the Prospectus to be conducted.



                                      -8-

                  (bb)     Except as disclosed in the Registration Statement and
         the Prospectus, the Company (i) does not have any material lending or
         other relationship with any bank or lending affiliate of any
         Underwriter and (ii) does not intend to use any of the proceeds from
         the sale of the Securities hereunder to repay any outstanding debt owed
         to any affiliate of any Underwriter. The representation in this Section
         1(bb) shall not apply to the use of any proceeds from the sale of
         Securities hereunder to redeem any of the Company's 8 3/8% Senior Notes
         due 2008 held by any affiliate of any Underwriter.

                  Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each Underwriter.

                  2.       Purchase and Sale; Underwriting Compensation. The
Company agrees to sell to each Underwriter, and each Underwriter agrees, subject
to the terms and conditions and in reliance upon the representations and
warranties herein set forth, severally and not jointly, to purchase from the
Company, at a purchase price (the "Purchase Price") of 98.383% of the principal
amount thereof, the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule I hereto.

                  3.       Delivery and Payment. Delivery of and payment for the
Securities shall be made at 10:00 AM, New York City time, on May 19, 2003, or at
such time on such later date not more than three Business Days after the
foregoing date as the Representatives shall designate, which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof. Delivery of the Securities shall
be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct. The Purchase Price shall be paid by
the several Underwriters by wire transfer payable in same-day funds to an
account specified by the Company.

                  4.       Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Securities for sale to the public as
set forth in the Prospectus initially at 99.033% of the principal amount
thereof.

                  5.       Agreements. The Issuers agree with the several
Underwriters that:

                  (a)      Prior to the termination of the offering of the
         Securities, the Company will not file any amendment of the Registration
         Statement or supplement to the Prospectus or any Rule 462(b)
         Registration Statement unless the Company has furnished



                                      -9-

         you a copy for your review prior to filing and will not file any such
         proposed amendment or supplement to which you reasonably object.
         Subject to the foregoing sentence, if the Registration Statement has
         become or becomes effective pursuant to Rule 430A, or filing of the
         Prospectus is otherwise required under Rule 424(b), the Company will
         cause the Prospectus, properly completed, and any supplement thereto to
         be filed with the Commission pursuant to the applicable paragraph of
         Rule 424(b) within the time period prescribed and will provide evidence
         satisfactory to the Representatives of such timely filing. The Company
         will promptly advise the Representatives (1) when the Prospectus, and
         any supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration
         Statement shall have been filed with the Commission, (2) when, prior to
         termination of the offering of the Securities, any amendment to the
         Registration Statement shall have been filed or become effective, (3)
         of any request by the Commission or its staff for any amendment of the
         Registration Statement, or any Rule 462(b) Registration Statement, or
         for any supplement to the Prospectus or for any additional information,
         (4) of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the institution or
         threatening of any proceeding for that purpose and (5) of the receipt
         by the Company of any notification with respect to the suspension of
         the qualification of the Securities for sale in any jurisdiction or the
         institution or threatening of any proceeding for such purpose. The
         Company will use its best efforts to prevent the issuance of any such
         stop order or the suspension of any such qualification and, if issued,
         to obtain as soon as possible the withdrawal thereof.

                  (b)      If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then supplemented would include
         any untrue statement of a material fact or omit to state any material
         fact necessary to make the statements therein in the light of the
         circumstances under which they were made not misleading, or if it shall
         be necessary to amend the Registration Statement or supplement the
         Prospectus to comply with the Act or the Exchange Act or the respective
         rules thereunder, the Company promptly will (1) notify the
         Representatives of such event; (2) prepare and file with the
         Commission, subject to the second sentence of paragraph (a) of this
         Section 5, an amendment or supplement which will correct such statement
         or omission or effect such compliance; and (3) supply any supplemented
         Prospectus to you in such quantities as you may reasonably request.

                  (c)      As soon as practicable, the Company will make
         generally available to its security holders and to the Representatives
         an earnings statement or statements of the Company and its subsidiaries
         which will satisfy the provisions of Section 11(a) of the Act and Rule
         158 under the Act.



                                       -10-

                  (d)      The Company will furnish to the Representatives and
         to counsel for the Underwriters, without charge, signed copies of the
         Registration Statement (including exhibits thereto) and to each other
         Underwriter a copy of the Registration Statement (without exhibits
         thereto) and, so long as delivery of a prospectus by any Underwriter or
         dealer may be required by the Act, as many copies of each Preliminary
         Prospectus and the Prospectus and any supplement thereto as the
         Representatives may reasonably request. The Company will pay the
         expenses of printing or other production of all documents relating to
         the offering.

                  (e)      The Company will arrange, if necessary, for the
         qualification of the Securities for sale under the laws of such
         jurisdictions as the Representatives may designate, will maintain such
         qualifications in effect so long as required for the distribution of
         the Securities and will pay any fee of the National Association of
         Securities Dealers, Inc., in connection with its review of the
         offering; provided that in no event shall the Company be obligated to
         do business in any jurisdiction where it is not now so qualified or to
         take any action that would subject it to service of process in suits,
         other than those arising out of the offering or sale of the Securities
         in any jurisdiction where it is not now so subject.

                  (f)      The Company will not take, directly or indirectly,
         any action designed to or which has constituted or which might
         reasonably be expected to cause or result, under the Exchange Act or
         otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

                  6.       Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Securities shall be subject
to the accuracy of the representations and warranties on the part of the Issuers
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Issuers made in any certificates pursuant to the
provisions hereof, to the performance by the Issuers of their obligations
hereunder and to the following additional conditions:

                  (a)      If filing of the Prospectus, or any amendment or
         supplement thereto, is required pursuant to Rule 424(b), the
         Prospectus, and any such amendment or supplement, will be filed in the
         manner and within the time period required by Rule 424(b); and no stop
         order suspending the effectiveness of the Registration Statement shall
         have been issued and no proceedings for that purpose shall have been
         instituted or threatened.

                  (b)      The Company shall have furnished to the
         Representatives the opinion of Michael Touff, Senior Vice President and
         General Counsel of the Company, and Joseph Fretz, Secretary and
         Corporate Counsel of the Company, dated the Closing Date and addressed
         to the Representatives, to the effect that:



                                      -11-

                  (i)      Each of the Company and its subsidiaries has been
         duly organized and is validly existing in good standing under the laws
         of the jurisdiction in which it is chartered or organized with full
         power and authority to own or lease, as the case may be, and to operate
         its properties and conduct its business as described in the Prospectus,
         and is duly qualified to do business and is in good standing under the
         laws of each jurisdiction which requires such qualification, except in
         each case as would not, singly or in the aggregate, have a Material
         Adverse Effect, except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto subsequent to the
         Execution Time);

                  (ii)     all the outstanding shares of capital stock of each
         significant subsidiary of the Company (as defined by Rule 1-02 of
         Regulation S-X) (individually a "Subsidiary" and collectively the
         "Subsidiaries") have been duly and validly authorized and issued and
         are fully paid and nonassessable, and, except as otherwise set forth in
         the Prospectus, all outstanding shares of capital stock of the
         Subsidiaries are owned by the Company either directly or through wholly
         owned subsidiaries free and clear of any perfected security interest
         and, to the knowledge of such counsel, after due inquiry, any other
         security interest, claim, lien or encumbrance;

                  (iii)    the Company's authorized equity capitalization is as
         set forth in the Prospectus; the Securities being sold hereunder by the
         Company are duly listed, and admitted and authorized for trading,
         subject to official notice of issuance and evidence of satisfactory
         distribution on the NYSE;

                  (iv)     to the knowledge of such counsel, there is no pending
         or threatened action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its subsidiaries or its or their property of a
         character required to be disclosed in the Registration Statement which
         is not adequately disclosed in the Prospectus, and there is no
         franchise, contract or other document of a character required to be
         described in the Registration Statement or Prospectus, or to be filed
         as an exhibit thereto, which is not described or filed as required;

                  (v)      the Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Prospectus, will not be an "investment
         company" as defined in the Investment Company Act of 1940, as amended;

                  (vi)     neither the execution and delivery of the Indenture,
         the issue and sale of the Securities nor the consummation of any other
         of the transactions herein contemplated nor the fulfillment of the
         terms hereof will conflict with, result in a breach or violation of or
         imposition of any lien, charge or en-



                                      -12-

         cumbrance upon any property or assets of the Company or any of its
         subsidiaries pursuant to, (x) the charter or by-laws of the Company or
         any of its subsidiaries, (y) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company or any of its subsidiaries is a party or bound or to which its
         or their property is subject, or (z) any statute, law, rule,
         regulation, judgment, order or decree applicable to the Company or any
         of its subsidiaries of any court, regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company or any of its subsidiaries or any of its
         or their properties, except, in the case of clause (y) or (z), as would
         not, singly or in the aggregate, have a Material Adverse Effect; and

                  (vii)    no holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statement.

In rendering such opinion, such counsel may rely as to matters involving the
application of laws of any jurisdiction other than the States of New York or
Colorado, the Delaware General Corporation Law or the Federal laws of the United
States, to the extent he deems proper and specified in such opinion, upon the
opinion of other counsel of good standing whom he believes to be reliable and
who are satisfactory to counsel for the Underwriters. References to the
Prospectus in this paragraph (b) include any supplements thereto at the Closing
Date.

         (c)      Holme Roberts & Owen LLP, counsel for the Issuers, dated the
Closing Date and addressed to the Representatives, to the effect that:

                  (i)      this Agreement has been duly authorized, executed and
         delivered by the Issuers;

                  (ii)     the Indenture has been duly authorized, executed and
         delivered, has been duly qualified under the Trust Indenture Act, and
         constitutes a legal, valid and binding instrument enforceable against
         the Issuers in accordance with its terms (subject, as to enforcement of
         remedies, to applicable bankruptcy, reorganization, insolvency,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect); and the Securities have been duly authorized
         and, when executed and authenticated in accordance with the provisions
         of the Indenture and delivered to and paid for by the Underwriters
         pursuant to this Agreement, will constitute legal, valid and binding
         obligations of the Issuers entitled to the benefits of the Indenture;



                                      -13-

                  (iii)    the statements in the Prospectus under the headings
         "Description of Notes," "Description of Debt Securities" and "Plan of
         Distribution" fairly summarize the matters described therein;

                  (iv)     no consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required with
         respect to the Company or the Guarantors in connection with the
         transactions contemplated herein, except such as have been obtained
         under the Act and such as may be required under the blue sky laws of
         any jurisdiction in connection with the purchase and distribution of
         the Securities by the Underwriters in the manner contemplated in this
         Agreement and in the Prospectus; and

                  (v)      the Registration Statement has become effective under
         the Act; any required filing of the Prospectus, and any supplements
         thereto, pursuant to Rule 424(b) has been made in the manner and within
         the time period required by Rule 424(b); to the knowledge of such
         counsel, no stop order suspending the effectiveness of the Registration
         Statement has been issued, no proceedings for that purpose have been
         instituted or threatened and the Registration Statement and the
         Prospectus (other than the financial statements and other financial
         information contained therein, as to which such counsel need express no
         opinion) comply as to form in all material respects with the applicable
         requirements of the Act, the Exchange Act and the Trust Indenture Act
         and the respective rules thereunder.

In addition, such counsel shall also state that it has participated in
conferences with officers and other representatives of the Company and the
Guarantors (as you and your counsel have done); that at such conferences it has
made inquiries of such officers and representatives and discussed the contents
of the Registration Statement and Prospectus; that it has not itself
independently verified and, accordingly does not render any opinion upon, the
accuracy, completeness or fairness of the Registration Statement or the
Prospectus. However, subject to the foregoing, such counsel shall state that no
facts have come to its attention that have caused it to believe that, as of the
effective date of the Registration Statement, the Registration Statement
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that, as of the date of the Registration Statement or the
Closing Date, the Prospectus contained or contains an untrue statement of a
material fact or omits or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided that such
counsel may state that it expresses no view as to the financial statements,
financial schedules and other financial and statistical data included in the
Registration Statement or Prospectus.



                                      -14-

In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the States of New York or
Colorado, the Delaware General Corporation Law or the Federal laws of the United
States, to the extent they deem proper and specified in such opinion, upon the
opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Underwriters and (B) as to matters of
fact, to the extent they deem proper, on certificates of responsible officers of
the Company and public officials. References to the Prospectus in this paragraph
(c) include any supplements thereto at the Closing Date. The opinion or opinions
of such counsel shall be rendered to the Underwriters at the request of the
Company and shall so state therein.

         (d)      The Representatives shall have received from Cahill Gordon &
Reindel LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Representatives, with respect to the issuance
and sale of the Securities, the Indenture, the Registration Statement, the
Prospectus (together with any supplement thereto) and other related matters as
the Representatives may reasonably require, and the Company shall have furnished
to such counsel such documents as they request for the purpose of enabling them
to pass upon such matters.

         (e)      The Company shall have furnished to the Representatives a
certificate of the Company, signed by Paris G. Reece III, Executive Vice
President and Chief Financial Officer of the Company and Executive Vice
President, Vice President, manager or officer of the general partner of each of
the Guarantors, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the Prospectus,
any supplements to the Prospectus and this Agreement and that:

                  (i)      the representations and warranties of the Issuers in
         this Agreement are true and correct in all material respects on and as
         of the Closing Date with the same effect as if made on the Closing Date
         and the Company has complied with all the agreements and satisfied all
         the conditions on its part to be performed or satisfied at or prior to
         the Closing Date;

                  (ii)     to the Company's knowledge, no stop order suspending
         the effectiveness of the Registration Statement has been issued and no
         proceedings for that purpose have been instituted or threatened; and

                  (iii)    since the date of the most recent financial
         statements included in the Prospectus (exclusive of any supplement
         thereto subsequent to the Execution Time), there has been no material
         adverse change in the condition (financial or otherwise), prospects,
         earnings, business or properties of the Company and its subsidiaries,
         taken as a whole, whether or not arising from transactions in the
         ordinary course of business, except as set forth in or contem-



                                      -15-

         plated in the Prospectus (exclusive of any supplement thereto
         subsequent to the Execution Time).

         (f)      At the Execution Time and at the Closing Date, Ernst & Young
LLP shall have furnished to the Representatives letters, dated respectively as
of the Execution Time and as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations thereunder and that:

                  (i)      in their opinion the audited financial statements and
         financial statement schedules included or incorporated in the
         Registration Statement and the Prospectus and audited by them comply as
         to form in all material respects with the applicable accounting
         requirements of the Act and the Exchange Act and the related published
         rules and regulations;

                  (ii)     they have performed a review of the unaudited interim
         financial information of the Company for the three-month period ended
         March 31, 2003 in accordance with Statement on Auditing Standards No.
         71 and that on the basis of a reading of the latest unaudited financial
         statements made available by the Company and its subsidiaries; their
         limited review, in accordance with standards established under
         Statement on Auditing Standards No. 71, of the unaudited interim
         financial information for the three-month period ended March 31, 2003;
         carrying out certain specified procedures (but not an examination in
         accordance with generally accepted auditing standards) which would not
         necessarily reveal matters of significance with respect to the comments
         set forth in such letter; a reading of the minutes of the meetings of
         the stockholders and board of directors (and committees thereof) of the
         Company and its subsidiaries; and inquiries of certain officials of the
         Company who have responsibility for financial and accounting matters of
         the Company and its subsidiaries as to transactions and events
         subsequent to December 31, 2002, nothing came to their attention which
         caused them to believe that:

                           (1)      any unaudited financial statements included
                  or incorporated in the Registration Statement and the
                  Prospectus do not comply as to form in all material respects
                  with applicable accounting requirements of the Act and with
                  the published rules and regulations of the Commission with
                  respect to financial statements included or incorporated in
                  Quarterly Reports on Form 10-Q under the Exchange Act; and
                  said unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a basis
                  substantially consistent with that of the audited financial
                  statements included or incorporated in the Registration
                  Statement and the Prospectus;

                                      -16-

                  (2)   with respect to the period subsequent to March 31, 2003,
            there were any changes, at a specified date not more than five days
            prior to the date of the letter, in the long-term debt of the
            Company and its subsidiaries or capital stock of the Company or
            decreases in the stockholders' equity or working capital of the
            Company as compared with the amounts shown on the March 31, 2003
            consolidated balance sheet included or incorporated in the
            Registration Statement and the Prospectus, or for the period from
            March 31, 2003 to such specified date there were any decreases, as
            compared with the comparable period in the preceding year, in net
            revenues or income before income taxes or in total or per share
            amounts of net income of the Company and its subsidiaries, except in
            all instances for changes or decreases set forth in such letter, in
            which case the letter shall be accompanied by an explanation by the
            Company as to the significance thereof unless said explanation is
            not deemed necessary by the Representatives; and

                  (3)   the information included in the Registration Statement
            and Prospectus in response to Regulation S-K, Item 301 (Selected
            Financial Data), Item 302 (Supplementary Financial Information),
            Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings
            to Fixed Charges) is not in conformity with the applicable
            disclosure requirements of Regulation S-K; and

            (iii) they have performed certain other specified procedures as a
      result of which they determined that certain information of an accounting,
      financial or statistical nature (which is limited to accounting, financial
      or statistical information derived from the general accounting records of
      the Company and its subsidiaries) set forth in the Registration Statement
      and the Prospectus and in Exhibit 12 to the Registration Statement,
      including the information set forth under the captions "Summary --
      Selected Financial and Other Data," "Capitalization" and "Business" in the
      Prospectus, the information included or incorporated in Items 1, 2, 6, 7,
      7A, 11 and 13 of the Company's Annual Report on Form 10-K, incorporated in
      the Registration Statement and the Prospectus, and the information
      included in the "Management's Discussion and Analysis of Financial
      Condition and Results of Operations" included or incorporated in the
      Company's Quarterly Reports on Form 10-Q, incorporated in the Registration
      Statement and the Prospectus, agrees with the accounting records of the
      Company and its subsidiaries, excluding any questions of legal
      interpretation.

      References to the Prospectus in this paragraph (f) include any supplement
thereto at the date of the letter.

                                      -17-


            (g)   At the Execution Time, PricewaterhouseCoopers LLP shall have
      furnished to the Representatives a letter in the form previously agreed
      upon with the Representatives.

            (h)   Subsequent to the Execution Time or, if earlier, the dates as
      of which information is given in the Registration Statement (exclusive of
      any amendment thereof) and the Prospectus (exclusive of any supplement
      thereto subsequent to the Execution Time), there shall not have been (i)
      any change or decrease specified in the letter or letters referred to in
      paragraph (f) of this Section 6 or (ii) any change, or any development
      involving a prospective change, in or affecting the condition (financial
      or otherwise), earnings, business or properties of the Company and its
      subsidiaries, taken as a whole, whether or not arising from transactions
      in the ordinary course of business, except as set forth in or contemplated
      in the Prospectus (exclusive of any supplement thereto subsequent to the
      Execution Time) the effect of which, in any case referred to in clause (i)
      or (ii) above, is, in the sole judgment of the Representatives, so
      material and adverse as to make it impractical or inadvisable to proceed
      with the offering or delivery of the Securities as contemplated by the
      Registration Statement (exclusive of any amendment thereof) and the
      Prospectus (exclusive of any supplement thereto subsequent to the
      Execution Time).

            (i)   Subsequent to the Execution Time and prior to the Closing
      Date, there shall not have been any decrease in the rating of any of the
      Company's debt by any "nationally recognized statistical rating
      organization" (as defined for purposes of Rule 436(g) under the Act) or
      any notice given of any intended or potential decrease in any such rating
      or of a possible change in any such rating that does not indicate the
      direction of the possible change.

            (j)   The Securities shall have been listed and admitted and
      authorized for trading on the NYSE, and satisfactory evidence of such
      actions shall have been provided to the Representatives.

            (k)   Prior to the Closing Date, the Company shall have furnished to
      the Representatives such further information, certificates and documents
      as the Representatives may reasonably request.

            If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

                                      -18-


            The documents required to be delivered by this Section 6 shall be
delivered at the office of Cahill Gordon & Reindel llp, counsel for the
Underwriters, at 80 Pine Street, New York, New York 10005, on the Closing Date.

            7.    Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Citigroup Global Markets Inc. on demand for all out-of-pocket
expenses (including reasonable fees and disbursements of Cahill Gordon & Reindel
llp) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities.

            8.    Indemnification and Contribution. (a) The Issuers agree,
jointly and severally, to indemnify and hold harmless each Underwriter, the
directors, officers, employees and agents of each Underwriter and each person
who controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Securities as originally filed or in any
amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action.

            Notwithstanding the foregoing, no Issuer will be liable in any such
case (I) to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion therein or
(II) to any Underwriter with respect to any Preliminary Prospectus to the extent
that any such loss, claim, damage or liability of such Underwriter results from
the fact that such Underwriter sold Securities to a person as to whom it shall
be established in the related proceedings that there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus (or
of the Prospectus as then amended or supplemented if the Company shall have
furnished such Underwriter with such amendment or supplement thereto prior to
the written confirmation of such sale), if such delivery was required by the
Act, and such loss, claim,

                                      -19-


damage or liability results from an untrue statement or omission of a material
fact contained in such Preliminary Prospectus that was completely corrected in
the Prospectus (or of the Prospectus as then amended or supplemented if the
Company shall have furnished such Underwriter with such amendment or supplement
thereto prior to the written confirmation of such sale) (it being understood
that no Underwriter shall be required to send or give any amendment or
supplement to any document incorporated by reference in any Preliminary
Prospectus or the Prospectus to any person in order to benefit from the
indemnification provisions herein or otherwise).

            This indemnity agreement will be in addition to any liability which
the Issuers may otherwise have.

            (b)   Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless each of the Issuers, each of their respective
directors, each of their respective officers who sign the Registration
Statement, and each person that controls any Issuer within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity to
any Underwriter, but only with reference to written information relating to such
Underwriter furnished to the Company by or on behalf of such Underwriter through
the Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriters may otherwise have. The Issuers acknowledge
that, under the heading "Underwriting," the sentences related to concessions and
reallowances and the paragraph related to stabilization, syndicate covering
transactions and penalty bids in any Preliminary Prospectus and the Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the
Prospectus.

            (c)   Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel

                                      -20-


(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action or (iv)
the indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

            (d)   In the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Issuers and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively, "Losses") to which the Issuers
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Issuers on the one
hand and the Underwriters on the other from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriters
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Issuers and the Underwriters shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Issuers and of the Underwriters in connection
with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Issuers shall
be deemed to be equal to the total net proceeds from the offering (before
deducting expenses) received by them, and benefits received by the Underwriters
shall be deemed to be equal to the total underwriting discounts and commissions,
in each case as set forth on the cover page of the Prospectus. Relative fault
shall be determined by reference to, among other things, whether any untrue or
any alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information provided by the Issuers
on the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or

                                      -21-


omission. The Issuers and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person that controls (within the meaning of either the Act or the Exchange
Act) an Underwriter and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as any Underwriter, and
each person who controls any Issuer within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

            9.    Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule I hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter set forth in this Section
9, the Closing Date shall be postponed for such period, not exceeding five
Business Days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

            10.   Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Issuers
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the NYSE or trading in securities generally on the NYSE shall
have been suspended or limited or minimum prices shall have been established on
either of such Exchanges, (ii) a banking moratorium shall have been

                                      -22-


declared either by Federal or New York State authorities or a material
disruption in commercial banking or securities settlement or clearance services
in the United States, (iii) there shall have occurred any outbreak or escalation
of hostilities involving the United States or the declaration by the United
States of a national emergency or war or the occurrence of any other calamity or
crisis or any adverse change in financial, political or economic conditions in
the United States or elsewhere, the effect of which on financial markets is such
as to make it, in the sole judgment of the Representatives, impractical or
inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Prospectus (exclusive of any supplement thereto subsequent
to the Execution Time).

            11.   Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Issuers or their respective officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Issuers or
any of the officers, directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

            12.   Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed
or delivered to them c/o Citigroup Global Markets Inc. at its address set forth
above, Attention: Legal Department; or, if sent to the Issuers, will be mailed
or delivered to it at 3600 South Yosemite Street, Suite 900, Denver, Colorado
80237, or telefaxed to (303) 804-7980, Attention: General Counsel.

            13.   Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.

            14.   Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

            15.   Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            16.   Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            17.   Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

                                      -23-


            "Act" shall mean the Securities Act of 1933, as amended, and the
      rules and regulations of the Commission promulgated thereunder.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking institutions or trust companies
      are authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Effective Date" shall mean each date and time that the Registration
      Statement, any post-effective amendment or amendments thereto and any Rule
      462(b) Registration Statement became or becomes effective.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Execution Time" shall mean the date and time that this Agreement is
      executed and delivered by the parties hereto.

            "Preliminary Prospectus" shall mean any preliminary prospectus
      referred to in paragraph 1(a) above and any preliminary prospectus
      included in the Registration Statement at the Effective Date that omits
      Rule 430A Information.

            "Prospectus" shall mean the prospectus (including any related
      prospectus supplement) relating to the Securities that is first filed
      pursuant to Rule 424(b) after the Execution Time or, if no filing pursuant
      to Rule 424(b) is required, shall mean the form of final prospectus
      relating to the Securities included in the Registration Statement at the
      Effective Date.

            "Registration Statement" shall mean the registration statement
      referred to in paragraph 1(a) above, including exhibits and financial
      statements, as amended at the Execution Time (or, if not effective at the
      Execution Time, in the form in which it shall become effective) and, in
      the event any post-effective amendment thereto or any Rule 462(b)
      Registration Statement becomes effective prior to the Closing Date, shall
      also mean such registration statement as so amended or such Rule 462(b)
      Registration Statement, as the case may be. Such term shall include any
      Rule 430A Information deemed to be included therein at the Effective Date
      as provided by Rule 430A.

            "Rule 424," "Rule 430A" and "Rule 462" refer to such rules under the
      Act.

            "Rule 430A Information" shall mean information with respect to the
      Securities and the offering thereof permitted to be omitted from the
      Registration Statement when it becomes effective pursuant to Rule 430A.

                                      -24-

            "Rule 462(b) Registration Statement" shall mean a registration
      statement and any amendments thereto filed pursuant to Rule 462(b)
      relating to the offering covered by the initial registration statement.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.




                            [Signature Pages Follow]

                                       S-1


            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Guarantors and the several Underwriters.

                                    Very truly yours,

                                    M.D.C. HOLDINGS, INC.


                                    By:
                                         -----------------------------------
                                         Name:  Paris G. Reece III
                                         Title: Executive Vice President and
                                                Chief Financial Officer


                                    Guarantors:

                                    M.D.C. LAND CORPORATION
                                    RAH OF TEXAS, LP
                                    RAH TEXAS HOLDINGS, LLC
                                    RICHMOND AMERICAN CONSTRUCTION, INC.
                                    RICHMOND AMERICAN HOMES OF ARIZONA, INC.
                                    RICHMOND AMERICAN HOMES OF CALIFORNIA,
                                      INC.
                                    RICHMOND AMERICAN HOMES OF CALIFORNIA
                                     (INLAND EMPIRE), INC.
                                    RICHMOND AMERICAN HOMES OF COLORADO, INC.
                                    RICHMOND AMERICAN HOMES OF MARYLAND, INC.
                                    RICHMOND AMERICAN HOMES OF
                                    NEVADA, INC.
                                    RICHMOND AMERICAN HOMES OF TEXAS, INC.
                                    RICHMOND AMERICAN HOMES OF UTAH, INC.

                                      S-2


                                    RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
                                    RICHMOND AMERICAN HOMES OF WEST VIRGINIA,
                                      INC.


                                    By:
                                         -------------------------------------
                                         Name:  Paris G. Reece III
                                         Title: Authorized officer or
                                         representative of each Guarantor

                                      S-3


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

CITIGROUP GLOBAL MARKETS INC.
BANC ONE CAPITAL MARKETS, INC.
WACHOVIA SECURITIES, INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
BNP PARIBAS SECURITIES CORP.
COMERICA SECURITIES, INC.
MCDONALD INVESTMENTS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SUNTRUST CAPITAL MARKETS, INC.

By:  CITIGROUP GLOBAL MARKETS INC.


By:
     -------------------------------
     Name:  Michael S. Weiss
     Title: Vice President

                                   SCHEDULE I




                                                   Principal Amount
                                                     of Securities
Underwriters                                        to be Purchased
- ------------                                      -----------------
                                               
Citigroup Global Markets Inc..................        $64,500,000

Banc One Capital Markets, Inc.................         39,000,000

Wachovia Securities, Inc......................         15,000,000

Credit Suisse First Boston Corporation........          4,500,000

Deutsche Bank Securities Inc. ................          4,500,000

BNP Paribas Securities Corp. .................          4,500,000

Comerica Securities, Inc. ....................          4,500,000

McDonald Investments Inc. ....................          4,500,000

Merrill Lynch, Pierce, Fenner & Smith
 Incorporated.................................          4,500,000

SunTrust Capital Markets, Inc.................          4,500,000

                                                      ------------

      Total...................................        $150,000,000
                                                      ============

EX-4.3

                                                                       EXHIBIT 6

================================================================================








              M.D.C. HOLDINGS, INC. AND THE GUARANTORS PARTY HERETO



                          5 1/2% SENIOR NOTES DUE 2013




                             ----------------------

                             SUPPLEMENTAL INDENTURE

                            DATED AS OF MAY 19, 2003

                             ----------------------




                         U.S. BANK NATIONAL ASSOCIATION,
                                     TRUSTEE







================================================================================





                                TABLE OF CONTENTS



                                                                                                           Page
                                                                                                           ----
                                                                                                        
ARTICLE ONE  Scope of Supplemental Indenture; General........................................................2


ARTICLE TWO  Certain Definitions.............................................................................2


ARTICLE THREE  Redemption...................................................................................10

       Section 3.01.       Right of Redemption..............................................................10

ARTICLE FOUR  Covenants.....................................................................................11

       Section 4.01.       Restrictions on Secured Debt.....................................................11
       Section 4.02.       Limitations on Sale and Leaseback Transactions...................................13
       Section 4.03.       Additional Guarantees............................................................13
       Section 4.04.       SEC Reports......................................................................13

ARTICLE FIVE  Successor Corporation.........................................................................14

       Section 5.01.       Consolidation, Merger and Sale of Assets.........................................14

ARTICLE SIX  Guarantees.....................................................................................15

       Section 6.01.       Unconditional Guarantee..........................................................15
       Section 6.02.       Fraudulent Conveyance Limitation.................................................16
       Section 6.03.       Waiver...........................................................................16
       Section 6.04.       Subordinated Indebtedness........................................................17
       Section 6.05.       Execution of Guarantee...........................................................19
       Section 6.06.       Additional Guarantees and Release of Guarantees..................................19

ARTICLE SEVEN  Miscellaneous................................................................................20

       Section 7.01.       Confirmation of Indenture........................................................20
       Section 7.02.       Concerning the Trustee...........................................................20
       Section 7.03.       Governing Law....................................................................21
       Section 7.04.       Separability.....................................................................21
       Section 7.05.       Counterparts.....................................................................21
       Section 7.06.       No Adverse Interpretation of Other Agreements....................................21
       Section 7.07.       No Recourse Against Others.......................................................21
       Section 7.08.       Successors and Assigns...........................................................21
       Section 7.09.       Duplicate Originals..............................................................21
       Section 7.10.       Severability.....................................................................22




                                       -i-



                  SUPPLEMENTAL INDENTURE dated as of May 19, 2003 ("Supplemental
Indenture"), to the Senior Debt Securities Indenture dated as of December 3,
2002 (as amended, modified or supplemented from time to time in accordance
therewith, the "Indenture"), by and among M.D.C. HOLDINGS, INC., a Delaware
corporation (the "Company"), the Guarantors (as defined herein) and U.S. Bank
National Association, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of Notes (as defined
herein):

                  WHEREAS, the Company and the Trustee have executed an
Indenture to provide for the issuance from time to time of senior debt
securities (the "Securities") to be issued in one or more series as in the
Indenture provided;

                  WHEREAS, the Company and the Guarantors desire and have
requested the Trustee to join them in the execution and delivery of this
Supplemental Indenture in order to establish and provide for the issuance by the
Company of a series of Securities designated as its 5 1/2% Senior Notes due
2013, substantially in the form attached hereto as Exhibit A, guaranteed by the
Guarantors, on the terms set forth herein;

                  WHEREAS, Section 2.01 of the Indenture provides that a
supplemental indenture may be entered into for such purpose provided certain
conditions are met;

                  WHEREAS, the conditions set forth in the Indenture for the
execution and delivery of this Supplemental Indenture have been complied with;
and

                  WHEREAS, all things necessary to make this Supplemental
Indenture a valid agreement of the Company, the Guarantors and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Indenture have been done;

                  NOW, THEREFORE:

                  In consideration of the premises and the purchase and
acceptance of the Notes by the holders thereof the Company and the Guarantors
mutually covenant and agree with the Trustee, for the equal and ratable benefit
of the Holders, that the Indenture is supplemented and amended, to the extent
expressed herein, as follows:





                                      -2-


                                   ARTICLE ONE

                    SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL


                  The changes, modifications and supplements to the Indenture
effected by this Supplemental Indenture shall be applicable only with respect
to, and govern the terms of, the Notes, which shall not be limited in aggregate
principal amount, and shall not apply to any other Securities that may be issued
under the Indenture unless a supplemental indenture with respect to such other
Securities specifically incorporates such changes, modifications and
supplements. Pursuant to this Supplemental Indenture, there is hereby created
and designated a series of Securities under the Indenture entitled "5 1/2%
Senior Notes due 2013." The Notes shall be in the form of Exhibit A hereto. The
Notes shall be guaranteed by the Guarantors as provided in such form and the
Indenture. If required, the Notes may bear an appropriate legend regarding
original issue discount for federal income tax purposes and any other legend
required by applicable law or the rules of any exchange on which the Notes may
be listed.


                                   ARTICLE TWO

                               CERTAIN DEFINITIONS


                  The following terms have the meanings set forth below in this
Supplemental Indenture. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Indenture. To the extent terms defined
herein differ from the Indenture the terms defined herein will govern.

                  "Attributable Debt" means, in respect of a Sale and Leaseback
Transaction, the present value (discounted at the weighted average effective
interest cost per annum of the outstanding debt securities of all series,
compounded semiannually) of the obligation of the lessee for rental payments
during the remaining term of the lease included in such transaction, including
any period for which such lease has been extended or may, at the option of the
lessor, be extended or, if earlier, until the earliest date on which the lessee
may terminate such lease upon payment of a penalty (in which case the obligation
of the lessee for rental payments shall include such penalty), after excluding
all amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water and utility rates and similar charges.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of or in a Person's
capital stock or other equity interests,






                                      -3-


and options, rights or warrants to purchase such capital stock or other equity
interests, whether now outstanding or issued after the Issue Date, including,
without limitation, all Preferred Stock of such Person if such Person is a
corporation or membership interests if such Person is a limited liability
company and each general and limited partnership interest of such Person if such
Person is a partnership.

                  "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of such obligations will be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash" means U.S. Legal Tender.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (a) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (b) if such release (or any successor release) is not
published or does not contain such price on such business day, (i) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.

                  "Consolidated Net Tangible Assets" means the total amount of
assets which would be included on a combined balance sheet of the Company and
the Guarantors under GAAP (less applicable reserves and other properly
deductible items) after deducting therefrom:

                  (1) all short-term liabilities, except for (x) liabilities
         payable by their terms more than one year from the date of
         determination (or renewable or extendible at the option of the obligor
         for a period ending more than one year after such date) and (y)
         liabilities in respect of retiree benefits other than pensions for
         which the Restricted Subsidiaries are required to accrue pursuant to
         Statement of Financial Accounting Standards No. 106;






                                      -4-


                  (2) investments in subsidiaries that are not Restricted
         Subsidiaries; and

                  (3) all goodwill, trade names, trademarks, patents,
         unamortized debt discount, unamortized expense incurred in the issuance
         of debt and other intangible assets.

                  "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of the Person determined in accordance with GAAP.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
custodian, sequestrator or similar official under any Bankruptcy Law.

                  "Event of Default" means any one of the following events:

                  (a) default in the payment of interest on the Notes as and
         when the same becomes due and payable and the continuance of any such
         failure for 30 days;

                  (b) default in the payment of all or any part of the principal
         or premium, if any, on the Notes when and as the same become due and
         payable at maturity, at redemption, by declaration of acceleration or
         otherwise;

                  (c) default in the observance or performance of, or breach of,
         any covenant, agreement or warranty of the Company contained in the
         Notes , the Indenture or this Supplemental Indenture (unless
         specifically dealt with elsewhere), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee, or to the
         Company and the Trustee by Holders of at least 25% in aggregate
         principal amount of the outstanding Notes, a written notice specifying
         such default or breach, requiring it to be remedied and stating that
         such notice is a "Notice of Default" hereunder;

                  (d) a decree, judgment, or order by a court of competent
         jurisdiction shall have been entered adjudging the Company or any of
         its Significant Subsidiaries as bankrupt or insolvent, or approving as
         properly filed a petition in an involuntary case or proceeding seeking
         reorganization of the Company or any of its Significant Subsidiaries
         under any bankruptcy or similar law, or a decree, judgment or order of
         a court of competent jurisdiction directing the appointment of a
         receiver, liquidator, trustee, or assignee in bankruptcy or insolvency
         of the Company, any of its Significant Subsidiaries, or of the assets
         or property of any such Person, or the winding up or liquidation of the
         affairs of any such Person, shall have been entered, and the
         continuance of any such decree, judgment or order unstayed and in
         effect for a period of 90 consecutive days;








                                      -5-


                  (e) the Company or any of its Significant Subsidiaries shall
         institute proceedings to be adjudicated a voluntary bankrupt (including
         conversion of an involuntary proceeding into a voluntary proceeding),
         or shall consent to the filing of a bankruptcy proceeding against it,
         or shall file a petition or answer or consent to the filing of any such
         petition, or shall consent to the appointment of a Custodian, receiver,
         liquidator, trustee, or assignee in bankruptcy or insolvency of it or
         any of its assets or property, or shall make a general assignment for
         the benefit of creditors, or shall admit in writing its inability to
         pay its debts generally as they become due, or shall, within the
         meaning of any Bankruptcy Law, become insolvent, or fail generally to
         pay its debts as they become due;

                  (f) (i) the acceleration of any Indebtedness (other than
         Non-Recourse Indebtedness) of the Company or any of its Significant
         Subsidiaries (in accordance with the terms of such Indebtedness and
         after giving effect to any applicable grace period set forth in the
         documents governing such Indebtedness) that has an outstanding
         principal amount of $25,000,000 or more individually or $40,000,000 or
         more in the aggregate to be immediately due and payable; provided that,
         in the event any such acceleration is withdrawn or otherwise rescinded
         (including satisfaction of such Indebtedness) within a period of ten
         business days after such acceleration by the holders of such
         Indebtedness, any Event of Default under this clause (f) will be deemed
         to be cured and any acceleration hereunder will be deemed withdrawn or
         rescinded; or (ii) the failure by the Company or any of its Significant
         Subsidiaries to make any principal, premium, interest or other required
         payment in respect of Indebtedness (other than Non-Recourse
         Indebtedness) of the Company or any of its Significant Subsidiaries
         with an outstanding aggregate principal amount of $25,000,000 or more
         individually or $40,000,000 or more in the aggregate (after giving
         effect to any applicable grace period set forth in the documents
         governing such Indebtedness);

                  (g) one or more final nonappealable judgments (in the amount
         not covered by insurance or not reserved for) or the issuance of any
         warrant of attachment against any portion of the property or assets
         (except with respect to Non-Recourse Indebtedness) of the Company or
         any of its Restricted Subsidiaries, which are $25,000,000 or more
         individually or $40,000,000 or more in the aggregate, at any one time
         rendered against the Company or any of its Restricted Subsidiaries by a
         court of competent jurisdiction and not bonded, satisfied or discharged
         for a period (during which execution shall not be effectively stayed)
         of (i) 60 days after the judgment becomes final and such court shall
         not have ordered or approved, and the parties shall not have agreed
         upon, the payment of such judgment at a later date or dates or (ii) 60
         days after all or any part of such judgment is payable pursuant to any
         court order or agreement between the parties; or






                                      -6-

                  (h) the Guarantee of any Guarantor shall fail to remain in
         full force and effect except in accordance with this Indenture or any
         action shall be taken by any Guarantor to discontinue or to assert the
         invalidity or unenforceability of its Guarantee, or any Guarantor shall
         fail to comply with any of the terms or provisions of its Guarantee, or
         any Guarantor denies that it has any further liability under its
         Guarantee or gives notice to such effect.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Finance Subsidiary" means any Subsidiary of the Company
substantially all of whose operations consist of (a) the mortgage financing
business or (b) the insurance business.

                  "Funded Indebtedness" means notes, bonds, debentures or other
similar evidences of Indebtedness for money borrowed which by their terms mature
at or are extendible or renewable at the option of the obligor to a date more
than 12 months after the date of the creation of such debt.

                  "Guarantee" has the meaning set forth in Section 6.01 hereof.

                  "Guaranteed Indebtedness" has the meaning set forth in Section
6.06 hereof.

                  "Guaranteed Obligations" has the meaning set forth in Section
6.01 hereof.

                  "Guarantors" means M.D.C. Land Corporation, RAH of Texas, LP,
RAH Texas Holdings, LLC, Richmond American Construction, Inc., Richmond American
Homes of Arizona, Inc., Richmond American Homes of California, Inc., Richmond
American Homes of California (Inland Empire), Inc., Richmond American Homes of
Colorado, Inc., Richmond American Homes of Maryland, Inc., Richmond American
Homes of Nevada, Inc., Richmond American Homes of Texas, Inc., Richmond American
Homes of Utah, Inc., Richmond American Homes of Virginia, Inc., and Richmond
American Homes of West Virginia, Inc.; and any other Subsidiary of the Company
that executes and delivers a guarantee of the Notes pursuant to the provisions
of the Indenture.

                  "Indebtedness" means (a) any liability of any Person (i) for
borrowed money, or (ii) evidenced by a bond, note, debenture or similar
instrument (including a purchase money obligation) given in connection with the
acquisition of any businesses, properties or assets of any kind (other than a
trade payable or a current liability arising in the ordinary course of
business), or (iii) for the payment of money relating to a Capitalized Lease
Obligation or (iv) for all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; (b) any liability of others described in the preceding clause (a)
that such Person has guaranteed or that is otherwise its legal liability; (c)
all Indebtedness referred to in (but not excluded from) clauses (a) and (b)






                                      -7-


above of other Persons and all dividends of other Persons, the payment of which
is secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Security Interest upon or
in property (including, without limitation, accounts and contract rights) owned
by such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; and (d) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the types referred
to in clauses (a), (b) and (c) above.

                  "Interest Payment Date" means the stated due date of an
installment of interest on the Notes.

                  "Issue Date" means May 19, 2003, the date of original issuance
of the Notes.

                  "1998 Indenture" means the indenture dated as of January 28,
1998 between the Company and U.S. Bank National Association as trustee, as
amended or supplemented from time to time.

                  "Legal Holiday" means a Saturday, a Sunday, a legal holiday or
a day on which banking institutions in Denver, Colorado and New York, New York
are not required to be open.

                  "Non-Recourse Indebtedness" means Indebtedness or other
obligations secured by a lien on property to the extent that the liability for
the Indebtedness or other obligations is limited to the security of the property
without liability on the part of the Company or any Restricted Subsidiary (other
than the Restricted Subsidiary which holds title to the property) for any
deficiency.

                  "Notes" means the 5 1/2% Senior Notes due 2013 created under
Article One hereof.

                  "Paying Agent" means an office or agency where Notes may be
presented for payment.

                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Preferential Payment" has the meaning set forth in Section
6.01.

                  "Preferred Stock" of any Person means all Capital Stock of
such Person which has a preference in liquidation or with respect to the payment
of dividends.






                                      -8-


                  "Primary Treasury Dealer" means a primary U.S. Government
securities dealer in New York City.

                  "Record Date" means a Record Date specified in the Notes
whether or not such Record Date is a Business Day.

                  "Redeemable Capital Stock" means any Capital Stock of the
Company or any of its Subsidiaries that, either by its terms, by the terms of
any security into which it is convertible or exchangeable or otherwise, (a) is
or upon the happening of an event or passage of time would be required to be
redeemed on or prior to the final stated maturity of the securities or (b) is
redeemable at the option of the holder thereof at any time prior to such final
stated maturity or (c) is convertible into or exchangeable for debt securities
at any time on or prior to such final stated maturity.

                  "Redemption Date," when used with respect to any Note to be
redeemed, means the date fixed for such redemption pursuant to this Indenture
and Paragraph 5 of the Notes.

                  "Redemption Price," when used with respect to any Note to be
redeemed, means the price for such redemption pursuant to Paragraph 5 of the
Notes, which shall include, without duplication, in each case, accrued and
unpaid interest to the Redemption Date.

                  "Reference Treasury Dealer" means (a) Citigroup Global Markets
Inc., or one of the other Underwriters for the Notes, issued on the Issue Date
(or their respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a Primary Treasury Dealer, the Company will substitute therefor
another Primary Treasury Dealer, and (b) any other Primary Treasury Dealer(s)
selected by the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.

                  "Registrar" means the office or agency where Notes may be
presented for registration of transfer or for exchange.

                  "Remaining Scheduled Payments" means, with respect to any
Note, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that if such Redemption Date is not an
Interest Payment Date with respect to such Note, the






                                      -9-


amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such Redemption Date.

                  "Restricted Subsidiary" means any Guarantor and any successor
to such Guarantor.

                  "Sale and Leaseback Transaction" means a sale or transfer made
by the Company or a Restricted Subsidiary (except a sale or transfer made to the
Company or a Restricted Subsidiary) of any property which is either (a) a
manufacturing facility, office building or warehouse whose book value equals or
exceeds 1% of Consolidated Net Tangible Assets as of the date of determination
or (b) another property (not including a model home) which exceeds 5% of
Consolidated Net Tangible Assets as of the date of determination, if such sale
or transfer is made with the agreement, commitment or intention of leasing such
property to the Company or a Restricted Subsidiary for more than a three-year
term.

                  "Secured Debt" means any Indebtedness, except Indebtedness of
the Finance Subsidiaries, which is secured by (i) a Security Interest in any of
the property of the Company or any Restricted Subsidiary or (ii) a Security
Interest in shares of stock owned directly or indirectly by the Company or a
Restricted Subsidiary in a corporation or in equity interests owned by the
Company or a Restricted Subsidiary in a partnership or other entity not
organized as a corporation or in the Company's rights or the rights of a
Restricted Subsidiary in respect of Indebtedness of a corporation, partnership
or other entity in which the Company or a Restricted Subsidiary has an equity
interest. The securing in the foregoing manner of any such Indebtedness which
immediately prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time security is given.

                  "Security Interests" means any mortgage, pledge, lien,
encumbrance or other security interest which secures the payment or performance
of an obligation.

                  "Significant Subsidiary" means any Subsidiary (a) whose
revenues exceed 10% of our total consolidated revenues, in each case for the
most recent fiscal year, or (b) whose net worth exceeds 10% of our total
stockholders' equity, in each case as of the end of the most recent fiscal year.

                  "Specified Indebtedness" means Indebtedness under (i) the
Notes, (ii) the 1998 Indenture, (iii) the Indenture and (iv)the Second Amended
and Restated Credit Agreement dated as of July 30, 2002, among the Company and
the banks named therein, as amended or supplemented from time to time, and any
refinancing, extension, renewal or replacement of any of the foregoing.

                  "Stated Maturity" when used with respect to any Note, means
December 1, 2012.






                                      -10-


                  "Subordinated Indebtedness" means Indebtedness of the Company
which is subordinated in right of payment to the prior payment in full,
including all payment of principal, premium and all accrued interest (and
post-petition interest) on, and all other amounts owing in connection with the
Notes.

                  "Subsidiary" means any Person of which at the time of
determination by the Company, directly and/or indirectly through one or more
Subsidiaries, the Company owns more than 50% of the shares of its Voting Stock.

                  "Supplemental Indenture" has the meaning set forth in Article
One hereof.

                  "TIA" means the Trust Indenture Act of 1939, as in effect from
time to time.

                  "Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor serving hereunder.

                  "U.S. Legal Tender" means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

                  "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of any Person (irrespective of whether or not, at the time,
stock of any other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).


                                  ARTICLE THREE

                                   REDEMPTION


Section 3.01.     Right of Redemption.

                  Redemption of Notes, as permitted by any provision of this
Indenture, shall be made in accordance with such provision and Article Three of
the Indenture.





                                      -11-


                  The Notes may be redeemed at the election of the Company, in
whole at any time or in part from time to time, on at least 30 but not more than
60 days' prior notice, at a Redemption Price equal to the greater of (i) 100% of
their principal amount, and (ii) the present value of the Remaining Scheduled
Payments on the Notes being redeemed on the Redemption Date, discounted to the
Redemption Date, on a semiannual basis, at the Treasury Rate plus 30 basis
points (0.30%), plus, in each case, accrued and unpaid interest, if any, on the
Notes to the Redemption Date. In determining the Redemption Price and accrued
interest, interest shall be calculated on the basis of a 360-day year consisting
of twelve 30-day months.

                  If money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed is deposited with the Trustee on or before
the Redemption Date, on and after the Redemption Date interest will cease to
accrue on the Notes (or such portions thereof) called for redemption and the
Notes will cease to be outstanding.

                  On and after the Redemption Date, interest will cease to
accrue on the Notes or any portion of the Notes called for redemption (unless
the Company defaults in the payment of the redemption price and accrued
interest). On or before the Redemption Date, the Company will deposit with a
paying agent (or the Trustee) money sufficient to pay the redemption price of
and accrued interest on the Notes to be redeemed on that date. If less than all
of the Notes are to be redeemed, the Notes to be redeemed shall be selected by
lot by DTC, in the case of Notes represented by a global security.


                                  ARTICLE FOUR

                                    COVENANTS


                  The following additional covenants will apply with respect to
the Notes:

Section 4.01.     Restrictions on Secured Debt.

                  The Company will not, and will not cause or permit a
Restricted Subsidiary (other than any Finance Subsidiary) to, create, incur,
assume or guarantee any Secured Debt unless the Notes will be secured equally
and ratably with (or prior to) such Secured Debt, with certain exceptions. This
restriction does not prohibit the creation, incurrence, assumption or guarantee
of Secured Debt which is secured by:

                  (1) Security Interests in model homes, homes held for sale,
         homes that are under contract for sale, contracts for the sale of
         homes, land (improved or unimproved), manufacturing plants, warehouses
         or office buildings and fixtures and equipment located thereat or
         thereon;






                                      -12-


                  (2) Security Interests in property at the time of its
         acquisition by the Company or a Restricted Subsidiary, including
         Capitalized Lease Obligations, which Security Interests secure
         obligations assumed by the Company or a Restricted Subsidiary, or in
         the property of a corporation or other entity at the time it is merged
         into or consolidated with the Company or a Restricted Subsidiary (other
         than Secured Debt created in contemplation of the acquisition of such
         property or the consummation of such a merger or where the Security
         Interest attaches to or affects the property of the Company or a
         Restricted Subsidiary prior to such transaction);

                  (3) Security Interests arising from conditional sales
         agreements or title retention agreements with respect to property
         acquired by the Company or a Restricted Subsidiary;

                  (4) Security Interests incurred in connection with pollution
         control, industrial revenue, water, sewage or any similar item; and

                  (5) Security Interests securing Indebtedness of a Restricted
         Subsidiary owing to the Company or a Restricted Subsidiary that is
         wholly owned (directly or indirectly) by the Company or Security
         Interests securing the Company's Indebtedness owing to a Guarantor.

                  Such permitted Secured Debt also includes any amendment,
restatement, supplement, renewal, replacement, extension or refunding, in whole
or in part, of Secured Debt permitted at the time of the original incurrence
thereof.

                  In addition, the Company and the Guarantors may create, incur,
assume or guarantee Secured Debt, without equally and ratably securing the
Notes, if immediately thereafter the sum of (1) the aggregate principal amount
of all Secured Debt outstanding (excluding Secured Debt permitted under clauses
(1) through (5) above and any Secured Debt in relation to which the Notes have
been equally and ratably secured) and (2) all Attributable Debt in respect of
Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale
and Leaseback Transactions as to which the provisions of clauses (1) through (3)
under Section 4.02 have been complied with) as of the date of determination
would not exceed 20% of Consolidated Net Tangible Assets.

                  The provisions described above with respect to limitations on
Secured Debt are not applicable to Non-Recourse Indebtedness by virtue of the
definition of Secured Debt, and will not restrict the Company's or the
Guarantors' ability to create, incur, assume or guarantee any unsecured
Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to
create, incur, assume or guarantee any secured or unsecured Indebtedness.






                                      -13-


Section 4.02.     Limitations on Sale and Leaseback Transactions.

                  The Company will not, and will not cause or permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless
(1) the net proceeds to the Company or such Restricted Subsidiary from such sale
or transfer equal or exceed the fair value (as determined by the Board of
Directors, chairman of the board, vice chairman, president or principal
financial officer of the Company) of the property or asset so leased, (2) the
Company or such Restricted Subsidiary would be entitled to incur Secured Debt
pursuant to Section 4.01, (3) the Company or any Restricted Subsidiary shall,
and in any case the Company and the Restricted Subsidiaries, covenant that they
will, within 180 days of the effective date of any Sale and Leaseback
Transaction, apply an amount equal to the fair value of the property so leased
to the retirement of Funded Indebtedness, (4) the Sale and Leaseback Transaction
relates to a sale which occurred within 180 days from the date of acquisition of
such property or asset by the Company or a Restricted Subsidiary or the date of
the completion of construction or commencement of full operations on such
property, whichever is later, or (5) the Sale and Leaseback Transaction was
consummated prior to the date of this Supplemental Indenture.

Section 4.03.     Additional Guarantees.

                  The Company shall not permit any Subsidiary that is not a
Guarantor, directly or indirectly, to guarantee any obligations of the Company
under the Specified Indebtedness unless such Subsidiary simultaneously executes
and delivers to the Trustee a supplemental indenture, in a form reasonably
satisfactory to the Trustee, pursuant to which such Subsidiary guarantees,
jointly and severally with all other Guarantors, on the same basis as the
Specified Indebtedness is guaranteed, the Company's obligations under the
Indenture and the Notes. The Company shall deliver to the Trustee an opinion of
counsel that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary and, subject to customary exceptions, constitutes a
valid and legally binding and enforceable obligation of such Subsidiary.

Section 4.04.     SEC Reports.

                  The Company shall deliver to the Trustee and each Holder,
within 15 days after it files the same with the SEC, copies of all reports and
information (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe), if any, exclusive of exhibits, which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act or pursuant to the immediately following sentence. So long as any
Notes remain outstanding, the Company shall file with the Commission such
reports as may be required pursuant to Section 13 of the Exchange Act in respect
of a security registered pursuant to Section 12 of the Exchange Act. If the
Company is not subject to the requirements of Section 13 or 15(d) of the
Exchange Act (or otherwise required to file reports pursuant to the immediately
preceding sentence), the Company shall deliver to the Trustee and to each







                                      -14-


Holder, within 15 days after it would have been required to file such
information with the SEC were it required to do so, financial statements,
including any notes thereto (and, in the case of a fiscal year end, an auditors'
report by an independent certified public accounting firm of established
national reputation), and a "Management's Discussion and Analysis of Financial
Condition and Results of Operations," substantially equivalent to that which it
would have been required to include in such quarterly or annual reports,
information, documents or other reports if it had been subject to the
requirements of Section 13 or 15(d) of the Exchange Act. The Company shall also
comply with the other provisions of TIA Section 314(a).

                  The Trustee has no duty to review the financial reports and
other information for the purpose of determining compliance with any provision
of this Indenture.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


                  Article Five of the Indenture is replaced with the following
in its entirety:

Section 5.01.     Consolidation, Merger and Sale of Assets.

                  Neither the Company nor the Guarantors will consolidate or
merge into or sell, assign, transfer or lease all or substantially all of their
assets to another person unless:

                  (1) the person is a corporation organized under the laws of
         the United States of America or any state thereof;

                  (2) the person assumes by supplemental indenture, in a form
         reasonably satisfactory to the Trustee, all of the obligations of the
         Company or such Guarantor, as the case may be, relating to the Notes,
         the Guarantees and the Indenture, as the case may be; and

                  (3) immediately after the transaction no Event of Default
         exists; provided that this clause (3) will not restrict or be
         applicable to a merger, consolidation or liquidation of a Guarantor
         with or into the Company or another Subsidiary that is wholly owned,
         directly or indirectly, by the Company that is, or concurrently with
         the completion of such merger, consolidation or liquidation becomes, a
         Guarantor or a Restricted Subsidiary that is wholly owned, directly or
         indirectly, by the Company.

                  Upon any such consolidation, merger, sale, assignment or
transfer, the successor corporation will be substituted for the Company or such
Guarantor (including any merger or consolidation described in the proviso at the
end of the immediately preceding sentence), as






                                      -15-


applicable, under the Indenture. The successor corporation may then exercise
every power and right of the Company or such Guarantor under the Indenture, and
the Company or such Guarantor, as applicable, will be released from all of its
respective liabilities and obligations in respect of the Notes and the
Indenture. If the Company or any Guarantor leases all or substantially all of
its assets, the lessee corporation will be the successor to the Company or such
Guarantor and may exercise every power and right of the Company or such
Guarantor, as the case may be, under the Indenture, but the Company or such
Guarantor, as the case may be, will not be released from its respective
obligations to pay the principal of and premium, if any, and interest, if any,
on the Notes.


                                   ARTICLE SIX

                                   GUARANTEES


Section 6.01.     Unconditional Guarantee.

                  Each Guarantor hereby fully and unconditionally, jointly and
severally, guarantees (each such guarantee to be referred to herein as the
"Guarantee") to the Holders of the Notes and to the Trustee and its successors
and assigns that: (i) the principal of and interest on the Notes will be
promptly paid in full when due, subject to any applicable grace period, whether
at maturity, by acceleration or otherwise and interest on the overdue principal,
if any, and interest on any interest of the Notes and all other obligations of
the Company to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (ii) in case of any extension of time of payment or renewal of any
Notes or of any such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by
acceleration or otherwise (collectively, the "Guaranteed Obligations"), subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 6.02. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of Notes with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.

                  The obligations of the Guarantors hereunder are separate and
independent of the obligations of the Company and of any other guarantor, and a
separate action or actions may be brought and prosecuted against the Guarantor
whether action is brought against the Company or any other guarantor or whether
the Company or any other guarantor is joined in






                                      -16-


any action or actions. The obligations of the Guarantor hereunder shall survive
and continue in full force and effect until the earlier of (i) such time as the
Guarantor may be released from its obligations hereunder pursuant to the terms
Section 6.06 hereof, or (ii) payment in full of the Guaranteed Obligations is
actually received by the Holders or the Trustee on behalf of the Holders and the
period of time has expired during which any payment made by the Company or the
Guarantor may be determined to be a Preferential Payment (defined below),
notwithstanding any release or termination of the Company's or any other
Guarantor's liability by express or implied agreement or by operation of law and
notwithstanding that the Guaranteed Obligations or any part thereof are deemed
to have been paid or discharged by operation of law or by some act or agreement.
For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be
paid only to the extent that the Holders, or the Trustee on behalf of the
Holders, actually receive immediately available funds.

                  The Guarantors agree that to the extent the Company or any
other guarantor makes any payment to the Holders, or to the Trustee on behalf of
the Holders, in connection with the Guaranteed Obligations, and all or any part
of such payment is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid by the Holders or the Trustee
or paid over to a trustee, receiver or any other entity, whether under any
bankruptcy act or otherwise (any such payment is hereinafter referred to as a
"Preferential Payment"), then this Guarantee shall continue to be effective or
shall be reinstated, as the case may be, and, to the extent of such payment or
repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof
intended to be satisfied by such Preferential Payment shall be revived and
continued in full force and effect as if said Preferential Payment had not been
made.

Section 6.02.     Fraudulent Conveyance Limitation.

                  Notwithstanding any contrary provision, the amount of the
Guaranteed Obligations guaranteed by the Guarantor under this Guarantee shall
be, but not in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer or similar laws applicable to the Guarantor. Accordingly,
notwithstanding anything to the contrary contained in this Guarantee or any
other agreement or instrument executed in connection with the payment of the
Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by
the Guarantor by this Guarantee shall be limited to an aggregate amount equal to
the largest amount that would not render the Guarantor's obligations hereunder
subject to avoidance under any Bankruptcy Law.

Section 6.03.     Waiver.

                  Each Guarantor waives and agrees not to assert: (a) any right
to require the Holders or Trustee to proceed against the Company or any other
guarantor, to proceed against or exhaust any security for the Guaranteed
Obligations, to pursue any other remedy available






                                      -17-


to the Holders or Trustee or to pursue any remedy in any particular order or
manner; (b) the benefit of any statute of limitations affecting Guarantor's
liability hereunder or the enforcement hereof; (c) demand, diligence,
presentment for payment, protest and demand, and notice of extension, dishonor,
protest, demand, nonpayment and acceptance of this Guarantee; (d) notice of the
existence, creation or incurring of new or additional indebtedness of the
Company to the Holders; and (e) any defense arising by reason of any disability
or other defense of the Company or by reason of the cessation from any cause
whatsoever (other than payment in full of all amounts demanded to be paid by the
Guarantor under this Guarantee) of the liability of the Company for the
Guaranteed Obligations. Each Guarantor hereby expressly consents to any
impairment of collateral, including, but not limited to, failure to perfect a
security interest and release collateral and any such impairment or release
shall not affect Guarantors' obligations hereunder. Until payment in full of the
Guaranteed Obligations, no Guarantor shall have a right of subrogation and
hereby waives any right to enforce any remedy which the Holders or the Trustee
now have, or may hereafter have, against the Company, and waives any benefit of,
any right to participate in, any security now or hereafter held on behalf of the
Holders.

Section 6.04.     Subordinated Indebtedness.

                  If from time to time the Company shall have liabilities or
obligations to the Guarantors, whether absolute or contingent, joint, several,
or joint and several, such liabilities and obligations (the "Subordinated
Indebtedness") and any and all assignments as security, grants in trust, liens,
mortgages, security interests, other encumbrances, and other interests and
rights securing such liabilities and obligations shall at all times be fully
subordinate to payment and performance in full of the Guaranteed Obligations.
Each Guarantor agrees that such liabilities and obligations of the Company to
Guarantor shall not be secured by any assignment as security, grant in trust,
lien, mortgage, security interest, other encumbrance or other interest or right
in any property, interests in property, or rights to property of the Company.
Each Guarantor agrees that (i) so long as no Event of Default has occurred and
is continuing, payments of principal and interest on the Subordinated
Indebtedness may be made by the Company and accepted by Guarantor as such
payments become due; and (ii) after the occurrence and during the continuation
of an Event of Default, the Company shall not make and Guarantor shall not
accept any payments with respect to the Subordinated Indebtedness. If,
notwithstanding the foregoing, subsequent to an Event of Default, Guarantor
receives any payment from the Company, such payment shall be held in trust by
Guarantor for the benefit of the Holders, and shall be segregated from the other
funds of Guarantor, and shall forthwith be paid by Guarantor to the Holders or
to the Trustee on behalf of the Holders and applied to payment of the Guaranteed
Obligations whether or not then due.

                  In the event of any distribution, division, or application,
partial or complete, voluntary or involuntary, by operation of law or otherwise,
of all or any part of the assets of the Company, or the proceeds thereof, to
creditors of the Company, by reason of the liquidation,





                                      -18-


dissolution, or other winding up of the Company's business, or in the event of
any receivership, insolvency or bankruptcy proceedings by or against the
Company, or assignment for the benefit of creditors, or of any proceedings by or
against the Company for any relief under any bankruptcy or insolvency laws, or
relating to the relief of debtors, readjustment of indebtedness,
reorganizations, arrangements, compositions or extensions, or of any other event
whereby it becomes necessary or desirable to file or present claims against the
Company for the purpose of receiving payment thereof, or on account thereof,
then and in any such event, any payment or distribution of any kind or
character, either in cash or other property, which shall be made or shall be
payable with respect to any Subordinated Indebtedness shall be paid over to the
Holders or to the Trustee on behalf of the Holders for application to the
payment of the Guaranteed Obligations, whether due or not due, and no payments
shall be made upon or in respect of the Subordinated Indebtedness unless and
until the Guaranteed Obligations shall have been paid and satisfied in full. In
any such event, all claims of the Holders and all claims of Guarantor shall, at
the option of the Trustee, forthwith become due and payable without demand or
notice.

                  In the event of any distribution, division, or application,
partial or complete, voluntary or involuntary, by operation of law or otherwise,
of all or any part of the assets of the Company, or the proceeds thereof, to
creditors of the Company, by reason of the liquidation, dissolution, or other
winding up of the Company's business, or in the event of any receivership,
insolvency or bankruptcy proceedings by or against the Company, or assignment
for the benefit of creditors, or of any proceedings by or against the Company
for any relief under any bankruptcy or insolvency laws, or relating to the
relief of debtors, readjustment of indebtedness, reorganizations, arrangements,
compositions or extensions, or of any other event whereby it becomes necessary
or desirable to file or present claims against the Company for the purpose of
receiving payment thereof, or on account thereof, each Guarantor irrevocably
authorizes and empowers the Trustee, or any person the Trustee may designate, to
act as attorney for Guarantor with full power and authority in the name of
Guarantor, or otherwise, to make and present such claims or proofs of claims
against the Company on account of the Subordinated Indebtedness as the Trustee,
or its appointee, may deem expedient and proper and, if necessary, to vote such
claims in any proceedings and to receive and collect for the benefit of the
Holders any and all dividends or other payments and disbursements made thereon
in whatever form they may be paid or issued, and to give acquittance therefor
and to apply same to the Guaranteed Obligations, and each Guarantor hereby
agrees, from time to time and upon request, to make, execute and deliver to the
Trustee such powers of attorney, assignments, endorsements, proofs of claim,
pleadings, verifications, affidavits, consents, agreements or other instruments
as may be requested by the Trustee in order to enable the Trustee and the
Holders to enforce any and all claims upon, or with respect to, the Subordinated
Indebtedness, and to collect and receive any and all payments or distributions
which may be payable or deliverable at any time upon or with respect to the
Subordinated Indebtedness.





                                      -19-


                  Except as otherwise permitted herein, should any payment or
distribution or security or proceeds thereof be received by a Guarantor upon or
with respect to the Subordinated Indebtedness prior to the satisfaction of the
Guaranteed Obligations, such Guarantor will forthwith deliver the same to the
Trustee on behalf of the Holders in precisely the form as received except for
the endorsement or assignment of the Guarantor where necessary for application
on the Guaranteed Obligations, whether due or not due, and until so delivered
the same shall be held in trust by Guarantor as property of the Trustee on
behalf of the Holders. In the event of the failure of Guarantor to make any such
endorsement or assignment, the Trustee, or any of its officers or employees, on
behalf of the Trustee, is hereby irrevocably authorized to make the same.

                  Each Guarantor agrees to maintain in its records notations
satisfactory to the Trustee of the rights and priorities of the Holders
hereunder, and from time to time, upon request, to furnish the Trustee for the
benefit of the Holders with sworn financial statements. The Trustee may inspect
the books of account and any records of each Guarantor at any time during
business hours. Each Guarantor agrees that any promissory note now or hereafter
evidencing the Subordinated Indebtedness shall be nonnegotiable and shall be
marked with a specific statement that the indebtedness thereby evidenced is
subject to the provisions of this Guarantee.

Section 6.05.     Execution of Guarantee.

                  Each Guarantor hereby agrees to execute a notation of
Guarantee in substantially the form attached to the form of Note, and to deliver
such notation to the Trustee.

Section 6.06.     Additional Guarantees and Release of Guarantees.

                  (a) The Company shall not permit any of its Restricted
Subsidiaries, directly or indirectly, to guarantee any Specified Indebtedness
("Guaranteed Indebtedness") unless such Restricted Subsidiary simultaneously
executes and delivers to the Trustee a supplemental indenture, in a form
reasonably satisfactory to the Trustee, pursuant to which such Restricted
Subsidiary guarantees, jointly and severally with all other Guarantors, on the
same basis as such Guaranteed Indebtedness is guaranteed, the Guaranteed
Obligations. If the Guaranteed Indebtedness (1) ranks pari passu in right of
payment with the Notes, then the guarantee of such Guaranteed Indebtedness shall
rank pari passu with, or be subordinated in right of payment to, the Guarantee
of such Restricted Subsidiary or (2) is subordinated by its terms in right of
payment to the Notes, then the guarantee of such Guaranteed Indebtedness shall
be subordinated to the Guarantee of such Restricted Subsidiary at least to the
extent that the Guaranteed Indebtedness is subordinated to the Notes.

                  (b) The Guarantee of any Guarantor will be automatically
and unconditionally released and discharged so long as:






                                      -20-


                  (i) no Default or Event of Default exists or would result from
         release of such Guarantee;

                  (ii) the Guarantor being released has Consolidated Net Worth
         of less than 5% of the Company Consolidated Net Worth as of the end of
         the most recent fiscal quarter;

                  (iii) the Guarantors released from their Guarantees in any
         year-end period comprise in the aggregate less than 10% (or 15% if and
         to the extent necessary to permit the Company to cure a Default) of the
         Company's Consolidated Net Worth as of the end of the most recent
         fiscal quarter;

                  (iv) such release would not have a material adverse effect on
         the homebuilding business of the Company and its Subsidiaries; and

                  (v) the Guarantor is released from its guarantee(s) under the
         Specified Indebtedness;

provided, in each such case, the Company has delivered to the Trustee an
Officers' Certificate and Opinion of Counsel, each stating that all conditions
precedent provided for in the Indenture relating to such transactions have been
complied with and that such release is authorized and permitted under the
Indenture.

                  (c) If there are no guarantors under any Specified
Indebtedness, Guarantors under this Indenture Supplement will be released from
their Guarantees.


                                  ARTICLE SEVEN

                                  MISCELLANEOUS


Section 7.01.     Confirmation of Indenture.

                  The Indenture, as supplemented and amended by this
Supplemental Indenture, is in all respects ratified and confirmed, and the
Indenture, this Supplemental Indenture and all indentures supplemental thereto
shall be read, taken and construed as one and the same instrument.

Section 7.02.     Concerning the Trustee.

                  The rights and duties of the Trustee set forth in Article
Seven of the Indenture shall not be modified by reason of this Supplemental
Indenture.





                                      -21-



Section 7.03.     Governing Law.

                  This Supplemental Indenture, the Indenture, the Notes, and the
Guarantee shall be governed by the laws of the State of New York.

Section 7.04.     Separability.

                  In case any one or more of the provisions contained in this
Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture, but this
Supplemental Indenture shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

Section 7.05.     Counterparts.

                  This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

Section 7.06.     No Adverse Interpretation of Other Agreements.

                  This Supplemental Indenture may not be used to interpret
another indenture, loan or debt agreement of the Company or a Subsidiary. Any
such indenture, loan or debt agreement may not be used to interpret this
Supplemental Indenture.

Section 7.07.     No Recourse Against Others.

                  All liability described in Paragraph 12 of the Notes of any
director, officer, employee or stockholder, as such, of the Company or any
Guarantor is waived and released.

Section 7.08.     Successors and Assigns.

                  All covenants and agreements of the Company and the Guarantors
in this Supplemental Indenture and the Notes shall bind its successors and
assigns. All agreements of the Trustee in this Supplemental Indenture shall bind
its successors and assigns.

Section 7.09.     Duplicate Originals.

                  The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.





                                      -22-


Section 7.10.     Severability.

                  In case any one or more of the provisions contained in this
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture or of the Notes.

                            [Signature Page Follows]





                                       S-1


                                   SIGNATURES


                  IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.

                                     M.D.C. HOLDINGS, INC.


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     GUARANTORS:

                                     M.D.C LAND CORPORATION
                                     RAH OF TEXAS, LP
                                     RAH TEXAS HOLDINGS, LLC
                                     RICHMOND AMERICAN CONSTRUCTION, INC.
                                     RICHMOND AMERICAN HOMES OF ARIZONA, INC.
                                     RICHMOND AMERICAN HOMES OF CALIFORNIA, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       CALIFORNIA (INLAND EMPIRE), INC.
                                     RICHMOND AMERICAN HOMES OF COLORADO, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       MARYLAND, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       NEVADA, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       TEXAS, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       UTAH, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       VIRGINIA, INC.
                                     RICHMOND AMERICAN HOMES OF
                                       WEST VIRGINIA, INC.







                                      S-2



                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:







                                      S-3


U.S. Bank National Association, as Trustee


By:
   ---------------------------------------
   Name:
   Title:  Authorized Signatory







                                                                       Exhibit A


                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




                                      A-1





                            CUSIP No.:


                          5 1/2% Senior Notes due 2013


                              M.D.C. HOLDINGS, INC.
                             a Delaware corporation

                               promises to pay to

                                   Cede & Co.

                              or registered assigns
                            the principal sum of $ on
                                  May 15, 2013.
                          5 1/2% Senior Notes due 2013


        Interest Payment Dates:                           May 15 and November 15
        Record Dates:                                       May 1 and November 1


Dated:            , 2003

                                         M.D.C. HOLDINGS, INC.


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:





                                      A-2








U.S. Bank National Association, as Trustee, certifies that this
is one of the Notes referred to in the within mentioned
Indenture.


By:
   ----------------------------------------
   Name:
   Authorized Signatory









                                      A-3



                              M.D.C. HOLDINGS, INC.
                          5 1/2% Senior Notes due 2013

1.       Interest.

                  M.D.C. HOLDINGS, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Note at the rate per
annum shown above. The Company will pay interest semiannually on May 15 and
November 15 of each year until the principal is paid or made available for
payment. Interest on the Notes will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid,
from May 19, 2003; provided that, if there is no existing default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding interest payment date, interest shall
accrue from such interest payment date. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

2.       Method of Payment.

                  The Company will pay interest on the Notes (except defaulted
interest, if any, which will be paid on such special payment date to Holders of
record on such special record date as may be fixed by the Company) on each
Interest Payment Date to the persons who are registered Holders of Notes at the
close of business on the May 1 and November 1 preceding such Interest Payment
Date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.

3.       Paying Agent and Registrar.

                  Initially, U.S. Bank National Association (the "Trustee") will
act as Paying Agent and Registrar. The Company may change or appoint any Paying
Agent, Registrar or co-Registrar without notice. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4.       Indenture.

                  The Company issued the Notes under an Indenture dated as of
December 3, 2002 between the Company and the Trustee, as supplemented by a
Supplemental Indenture dated as of May 19, 2003 among the Company, the
Guarantors and the Trustee (together, the "Indenture"). The terms of the Notes
and the Guarantees include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 ("TIA") as in
effect on the date of the Indenture. The Notes and the Guarantees are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of them.




                                      A-4



                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to: M.D.C.
Holdings, Inc., 3600 South Yosemite, Suite 900, Denver, Colorado 80237,
Attention: Secretary.

5.       Optional Redemption.

                  The Notes will be redeemable at the option of the Company, in
whole at any time or in part from time to time, on at least 30 but not more than
60 days' prior notice, at a Redemption Price equal to the greater of (i) 100% of
their principal amount, and (ii) the present value of the Remaining Scheduled
Payments on the Notes being redeemed on the Redemption Date, discounted to the
Redemption Date, on a semiannual basis, at the Treasury Rate plus 30 basis
points (0.30%), plus, in each case, accrued and unpaid interest on the Notes to
the Redemption Date. In determining the Redemption Price and accrued interest,
interest shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at his registered address. Notes in denominations larger than $1,000
may be redeemed in part. On and after the Redemption Date, interest ceases to
accrue on Notes or portions of them called for redemption; provided that if the
Company shall default in the payment of such Note at the redemption price
together with accrued interest, interest shall continue to accrue at the rate
borne by the Notes.

6.       Denominations, Transfer, Exchange.

                  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Notes by presentation of such Notes to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Notes of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Note selected for
redemption, except the unredeemed part thereof if the Note is redeemed in part,
or transfer or exchange any Notes for a period of 15 days before a selection of
Notes to be redeemed.

7.       Persons Deemed Owners.

                  The registered Holder of this Note shall be treated as the
owner of it for all purposes.



                                      A-5



8.       Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.

9.       Amendment, Supplement, Waiver.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Notes and any past default or
compliance with any provision relating to the Notes may be waived in a
particular instance with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to remove a Guarantor which, in
accordance with the terms of the Supplemental Indenture, ceases to be liable in
respect of its Guarantee, or to make any other change, provided such action does
not adversely affect the rights of any Holder.

10.      Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor corporation
will be released from those obligations, except that a lease of all or
substantially all its assets does not release the predecessor from its
obligations to pay the principal of and premium, if any, and interest, if any,
on the Notes.

11.      Trustee Dealings With Company.

                  U.S. Bank National Association, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not Trustee.

12.      No Recourse Against Others.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.



                                      A-6



13.      Discharge of Indenture.

                  The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.

14.      Authentication.

                  This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.

15.      Abbreviations.

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).







                                      A-7



                                 ASSIGNMENT FORM


                  If you, the Holder, want to assign this Note, fill in the form
below:

                  I or we assign and transfer this Note to:



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
              (Insert assignee's social security or tax ID number)


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
             (Print or type assignee's name, address, and zip code)


and irrevocably appoint:


- --------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.


- --------------------------------------------------------------------------------


Date:                       Your signature:
     -------------------                   -------------------------------------
                                           (Sign exactly as your name appears on
                                           the other side of this Note)



                                      A-8



Signature Guarantee:
                    ------------------------------------------------------------


                               SIGNATURE GUARANTEE


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.







                                      A-9




              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                                    GUARANTEE


                  The undersigned (the "Guarantors") have fully and
unconditionally guaranteed, jointly and severally (such guarantee by each
Guarantor being referred to herein as the "Guarantee") (i) the due and punctual
payment of the principal of and interest on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, on the Notes, to the extent lawful, and
the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms set forth in Article Six
of the Supplemental Indenture and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  No past, present or future stockholder, officer, director,
employee or incorporator, as such, of any of the Guarantors shall have any
liability under the Guarantee by reason of such person's status as stockholder,
officer, director, employee or incorporator. Each holder of a Note by accepting
a Note waives and releases all such liability. This waiver and release are part
of the consideration for the issuance of the Guarantees.

                  Each holder of a Note by accepting a Note agrees that any
Guarantor named below shall have no further liability with respect to its
Guarantee if such Guarantor otherwise ceases to be liable in respect of its
Guarantee in accordance with the terms of the Supplemental Indenture.


                                      A-10



                  The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which the
Guarantee is noted shall have been executed by the Trustee under the
Supplemental Indenture by the manual signature of one of its authorized
officers.

                                        [GUARANTORS]



                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                      A-11

EX-5.1

May 19, 2003


M.D.C. Holdings, Inc.
3600 S. Yosemite Street, Suite 900
Denver, Colorado 80237

         Re:  M.D.C. Holdings, Inc. 5 1/2% Senior Notes due 2013

Ladies and Gentlemen:

         We have acted as counsel to M.D.C. Holdings, Inc., a Delaware
corporation (the "Company"), in connection with (i) the Company's Registration
Statement on Form S-3 (File No. 333-97225) (as amended, the "Registration
Statement") filed with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933 (as amended, the "Act"), on July 29, 2002, as amended
on August 6, 2002, September 3, 2002, September 23, 2002 and October 1, 2002,
and (ii) the offering and sale by the Company of its 5 1/2% Senior Notes due
2013 (the "Notes"), which have been fully and unconditionally guaranteed by
certain of its subsidiaries (the "Guarantors"). The Notes, together with the
guarantees issued by the Guarantors, are described herein as the "Debt
Securities."

         All capitalized terms which are not defined herein shall have the
meanings assigned to them in the Registration Statement.

         In connection with the Company's and the Guarantors' preparation and
filing of the Registration Statement and their offering and sale of the Debt
Securities, we have examined originals or copies of all documents, corporate
records or other writings that we consider relevant for the purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures
on all original documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as photocopies of originals. As to matters of fact not directly within our
actual knowledge, we have relied upon certificates, telegrams and other
documents from public officials in certain jurisdictions.

         In connection with this opinion, we have examined the following
documents:

         (1)      The Articles or Certificate of Incorporation of the Company
                  and each of the Guarantors, as amended to date;



M.D.C. Holdings, Inc.
Page 2
May 19, 2003


         (2)      The Bylaws of the Company and each of the Guarantors, as
                  amended to date;

         (3)      The form of the Indenture and the Supplemental Indenture,
                  dated May 19, 2003, and the form of the Debt Securities, each
                  filed as an exhibit to the Registration Statement on Form 8-K;

         (4)      Such records of the corporate proceedings of the Company and
                  the Guarantors, and such other documents that we considered
                  necessary or appropriate for the purpose of rendering this
                  opinion; and

         (5)      Such other certificates and assurances from public officials,
                  officers and representatives of the Company and the Guarantors
                  that we considered necessary or appropriate for the purpose of
                  rendering this opinion.

         On the basis of the foregoing examination, and in reliance thereon, we
are of the opinion that (subject to compliance with the pertinent provisions of
the Act and the Trust Indenture Act of 1939, as amended, and to compliance with
such securities or "blue sky" laws of any jurisdiction as may be applicable):

         When (a) the Debt Securities in substantially the form contained in the
Indenture shall have been authorized, executed and authenticated in accordance
with the terms of the Indenture, (b) the Indenture shall have been qualified
under the Trust Indenture Act of 1939, duly executed and delivered and (c) the
Debt Securities shall have been issued and sold as described in the Registration
Statement, in accordance with the terms and conditions of the applicable
underwriting agreement, and in a manner contemplated in the Registration
Statement, including the Prospectus Supplement, dated May 12, 2003, relating to
such Debt Securities, the Notes will be duly authorized and valid and binding
obligations of the Company and the Guarantees will be duly authorized and valid
binding obligations of the Guarantors, subject to the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential





M.D.C. Holdings, Inc.
Page 3
May 19, 2003


transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.

         The opinions expressed herein are limited to the laws of the States of
Colorado and New York, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.

         This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the SEC promulgated thereunder.





M.D.C. Holdings, Inc.
Page 4
May 19, 2003


         The opinions expressed herein are rendered as of the date hereof. We do
not undertake to advise you of matters that may come to our attention subsequent
to the date hereof and that may affect the opinions expressed herein, including
without limitation, future changes in applicable law. This letter is our opinion
as to certain legal conclusions as specifically set forth herein and is not and
should not be deemed to be a representation or opinion as to any factual
matters. The opinions expressed herein may not be quoted in whole or in part or
otherwise used or referred to in connection with any other transactions.

                                            Very truly yours,

                                            /s/ Holme Roberts & Owen LLP