8-A12B

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

M.D.C. Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84-0622967
(State of incorporation or organization)	(IRS Employer Identification No.)
3600 South Yosemite Street, Suite 900
Denver, Colorado	80237
(Address of principal executive offices)	(Zip Code)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [   ]

Securities Act registration statement file number to which this form relates: 333-97225

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
7% Senior Notes due 2012	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

TABLE OF CONTENTS

	Item 1. Description of Registrant’s Securities to be Registered.
	Item 2. Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-5 Form of Indenture
EX-6 Form of Supplemental Indenture

Item 1. Description of Registrant’s Securities to be Registered.

The description under the heading “Description of the Debt Securities” relating to the Registrant’s debt securities in the prospectus included in the Registrant’s Amendment No. 4 (filed with the Securities and Exchange Commission on October 1, 2002) to the Registration Statement on Form S-3 (Registration No. 333-97225) filed with the Securities and Exchange Commission on July 29, 2002, and the descriptions under the headings “Prospectus Supplement Summary—The Offering” and “Description of Notes” relating to the Registrant’s 7% Senior Notes due 2012 (the “Notes”) in the Registrant’s prospectus supplement dated November 25, 2002, filed with the Securities and Exchange Commission on November 27, 2002 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, which contains the final terms and provisions of the Notes, are hereby incorporated by reference.

Item 2. Exhibits.

Exhibit 1	Form of Amendment to the Certificate of Incorporation of M.D.C. Holdings, Inc. (hereinafter sometimes referred to as “MDC”, the “Company” or the “Registrant”) regarding director liability, filed with the Delaware Secretary of State on July 1, 1987 (incorporated by reference to Exhibit 3.1(a) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 2	Form of Certificate of Incorporation of MDC, as amended (incorporated herein by reference to Exhibit 3.1(b) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 3	Form of Amendment to the Bylaws of MDC regarding indemnification adopted by its Board of Directors and effective as of March 20, 1987 (incorporated herein by reference to Exhibit 3.2(a) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 4	Form of Bylaws of MDC, as amended (incorporated herein by reference to Exhibit 3.2(b) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 5	Form of Indenture, dated as of December 3, 2002, by and among MDC and U.S. Bank National Association.
Exhibit 6	Form of Supplemental Indenture, dated as of December 3, 2002, 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 a guarantee of the Notes (as defined in such Supplemental Indenture), and U.S. Bank National Association (including without limitation the form of 7.0% Senior Notes due 2012 and form of Guarantee appended to such Supplemental Indenture).

* Incorporated herein by reference.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	M.D.C. HOLDINGS, INC.
	By:	/s/ JOSEPH H. FRETZ
		Joseph H. Fretz Secretary
Date: November 29, 2002

EXHIBIT INDEX

Exhibit 1	Form of Amendment to the Certificate of Incorporation of M.D.C. Holdings, Inc. (hereinafter sometimes referred to as “MDC”, the “Company” or the “Registrant”) regarding director liability, filed with the Delaware Secretary of State on July 1, 1987 (incorporated by reference to Exhibit 3.1(a) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 2	Form of Certificate of Incorporation of MDC, as amended (incorporated herein by reference to Exhibit 3.1(b) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 3	Form of Amendment to the Bylaws of MDC regarding indemnification adopted by its Board of Directors and effective as of March 20, 1987 (incorporated herein by reference to Exhibit 3.2(a) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 4	Form of Bylaws of MDC, as amended (incorporated herein by reference to Exhibit 3.2(b) of the Company’s Quarterly Report on Form 10-Q dated June 30, 1987).*
Exhibit 5	Form of Indenture, dated as of December 3, 2002, by and among MDC and U.S. Bank National Association.
Exhibit 6	Form of Supplemental Indenture, dated as of December 3, 2002, 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 a guarantee of the Notes (as defined in such Supplemental Indenture), and U.S. Bank National Association (including without limitation the form of 7.0% Senior Notes due 2012 and form of Guarantee appended to such Supplemental Indenture).

* Incorporated herein by reference.

EX-5 3 d01720exv5.txt EX-5 FORM OF INDENTURE EXHIBIT 5 ================================================================================ M.D.C. HOLDINGS, INC. SENIOR DEBT SECURITIES ---------- INDENTURE DATED AS OF DECEMBER 3, 2002 ---------- U.S. BANK NATIONAL ASSOCIATION, TRUSTEE ================================================================================ CROSS-REFERENCE TABLE

TIA Section Indenture Section - ----------- ----------------- 310(a)(1)......................................................................... 7.10 (a)(2)...................................................................... 7.10 (a)(3)...................................................................... N.A. (a)(4)...................................................................... N.A. (b)......................................................................... 7.08; 7.10; 10.02 311(a)............................................................................ 7.11 (b)......................................................................... 7.11 (c)......................................................................... N.A. 312(a)............................................................................ 2.05 (b)......................................................................... 10.03 (c)......................................................................... 10.03 313(a)............................................................................ 7.06 (b)(1)...................................................................... N.A. (b)(2)...................................................................... 7.06 (c)......................................................................... 10.02 (d)......................................................................... 7.06 314(a)............................................................................ 7.06; 10.02 (b)......................................................................... N.A. (c)(1)...................................................................... 10.04 (c)(2)...................................................................... 10.04 (c)(3)...................................................................... N.A. (d)......................................................................... N.A. (e)......................................................................... 10.05 (f)......................................................................... N.A. 315(a)............................................................................ 7.01(b) (b)......................................................................... 7.05; 10.02 (c)......................................................................... 7.01(a) (d)......................................................................... 7.01(c) (e)......................................................................... 6.11 316(a)(last sentence)............................................................. 2.12 (a)(1)(A)................................................................... 6.05 (a)(1)(B)................................................................... 6.04 (a)(2)...................................................................... N.A. (b)......................................................................... 6.07 (c)......................................................................... 9.04 317(a)(1)......................................................................... 6.08 (a)(2)...................................................................... 6.09 (b)......................................................................... 2.04 318(a)............................................................................ 10.01

TABLE OF CONTENTS

Page ---- ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions..................................................1 SECTION 1.02. Other Definitions............................................5 SECTION 1.03. Incorporation by Reference of Trust Indenture Act............6 SECTION 1.04. Rules of Construction........................................6 ARTICLE TWO THE SECURITIES SECTION 2.01. Form and Dating..............................................7 SECTION 2.02. Execution and Authentication.................................8 SECTION 2.03. Registrar and Paying Agent...................................9 SECTION 2.04. Paying Agent to Hold Money in Trust..........................9 SECTION 2.05. Securityholder Lists........................................10 SECTION 2.06. Transfer and Exchange.......................................10 SECTION 2.07. Replacement Securities......................................10 SECTION 2.08. Outstanding Securities......................................11 SECTION 2.09. Temporary Securities........................................11 SECTION 2.10. Cancellation................................................11 SECTION 2.11. Defaulted Interest..........................................12 SECTION 2.12. Treasury Securities.........................................12 SECTION 2.13. CUSIP Numbers...............................................12 SECTION 2.14. Deposit of Moneys...........................................12 SECTION 2.15. Book-Entry Provisions for Global Security...................13 ARTICLE THREE REDEMPTION SECTION 3.01. Notices to Trustee..........................................14 SECTION 3.02. Selection of Securities to be Redeemed......................14 SECTION 3.03. Notice of Redemption........................................15 SECTION 3.04. Effect of Notice of Redemption..............................15 SECTION 3.05. Deposit of Redemption Price.................................16 SECTION 3.06. Securities Redeemed in Part.................................16

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Page ---- ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Securities.......................................16 SECTION 4.02. Maintenance of Office or Agency.............................16 SECTION 4.03. Compliance Certificate......................................17 SECTION 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties.................................17 ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. When Company May Merge, etc.................................18 ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01. Events of Default...........................................19 SECTION 6.02. Acceleration................................................21 SECTION 6.03. Other Remedies..............................................21 SECTION 6.04. Waiver of Existing Defaults.................................22 SECTION 6.05. Control by Majority.........................................22 SECTION 6.06. Limitation on Suits.........................................22 SECTION 6.07. Rights of Holders to Receive Payment........................23 SECTION 6.08. Collection Suit by Trustee..................................23 SECTION 6.09. Trustee May File Proofs of Claim............................23 SECTION 6.10. Priorities..................................................23 SECTION 6.11. Undertaking for Costs.......................................24 ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee...........................................24 SECTION 7.02. Rights of Trustee...........................................25 SECTION 7.03. Individual Rights of Trustee................................26 SECTION 7.04. Trustee's Disclaimer........................................27 SECTION 7.05. Notice of Defaults..........................................27 SECTION 7.06. Reports by Trustee to Holders...............................27 SECTION 7.07. Compensation and Indemnity..................................27

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Page ---- SECTION 7.08. Replacement of Trustee.....................................28 SECTION 7.09. Successor Trustee by Merger, etc...........................29 SECTION 7.10. Eligibility; Disqualification..............................29 SECTION 7.11. Preferential Collection of Claims Against Company..........29 ARTICLE EIGHT DISCHARGE OF INDENTURE SECTION 8.01. Defeasance Upon Deposit of Moneys or U.S. Government Obligations..............................................29 SECTION 8.02. Survival of the Company's Obligations......................33 SECTION 8.03. Application of Trust Money.................................33 SECTION 8.04. Repayment to the Company...................................33 SECTION 8.05. Reinstatement..............................................33 ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.01. Without Consent of Holders.................................34 SECTION 9.02. With Consent of Holders....................................34 SECTION 9.03. Compliance with Trust Indenture Act........................35 SECTION 9.04. Revocation and Effect of Consents..........................36 SECTION 9.05. Notation on or Exchange of Securities......................36 SECTION 9.06. Trustee to Sign Amendments, etc............................36 ARTICLE TEN MISCELLANEOUS SECTION 10.01. Trust Indenture Act Controls...............................37 SECTION 10.02. Notices....................................................37 SECTION 10.03. Communications by Holders with Other Holders...............38 SECTION 10.04. Certificate and Opinion as to Conditions Precedent.........38 SECTION 10.05. Statements Required in Certificate or Opinion..............39 SECTION 10.06. Rules by Trustee and Agents................................39 SECTION 10.07. Legal Holidays.............................................39 SECTION 10.08. Governing Law..............................................39 SECTION 10.09. No Adverse Interpretation of Other Agreements..............39 SECTION 10.10. No Recourse Against Others.................................40 SECTION 10.11. Successors and Assigns.....................................40 SECTION 10.12. Duplicate Originals........................................40 SECTION 10.13. Severability...............................................40

-iii- INDENTURE dated as of December 3, 2002, by and among M.D.C. HOLDINGS, INC., a Delaware corporation (the "Company"), and U.S. Bank National Association, (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 the Company's debt securities issued under this Indenture (the "Securities"): ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, the term "control" means (a) the power to direct the management and policies of a Person, either directly or through one or more intermediaries, whether through the ownership of voting securities, by contract, or otherwise, or (b) without limiting the foregoing, ownership of 10% or more of the voting power of the voting common equity of such Person (on a fully diluted basis). Notwithstanding the foregoing, the term "Affiliate" will not include, with respect to the Company or any Restricted Subsidiary, any Restricted Subsidiary or, with respect to any Restricted Subsidiary, the Company. "Agent" means any Registrar, Paying Agent or co-Registrar or agent for service of notices and demands. "Authorizing Resolution" means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board delegation authorizing a Series of Securities. "Bankruptcy Law" means title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors. "Board of Directors" means the board of directors of the Company or any authorized committee thereof. "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, and options, rights or warrants to purchase such capital stock or other equity interests, whether -2- 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. "Company" means the Person named as such in this Indenture until a successor replaces it pursuant to the Indenture and thereafter means the successor. "Default" means any event, act or condition that is, or after notice or the passage of time or both would be, unless otherwise timely cured, an Event of Default. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the date of this Indenture. "Guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in a manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. "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. "Holder" or "Securityholder" means the person in whose name a Security is registered on the Registrar's books. -3- "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) 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. "Indenture" means this Indenture as amended or supplemented from time to time, including pursuant to any Authorizing Resolution or supplemental indenture pertaining to any Series. "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. "Issue Date" means, with respect to any Series of Securities, the date on which the Securities of such Series are originally issued under this Indenture. "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. "Officer" means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company. "Officers' Certificate" means a certificate signed by two Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company. -4- "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "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. "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. "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. "Restricted Subsidiary" means any Guarantor and any successor to such Guarantor. "SEC" means the Securities and Exchange Commission or any successor agency performing the duties now assigned to it under the TIA. "Securities" means any Securities that are issued under this Indenture. "Security Interests" means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation. "Series" means a series of Securities established under this Indenture. "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. "TIA" means the Trust Indenture Act of 1939, as in effect from time to time. "Trust Officer" means the Chairman of the Board, the President, any Vice President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. -5- "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. "United States" means the United States of America. "U.S. government obligations" means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. government obligations or a specific payment of interest on or principal of any such U.S. government obligation held by such custodian for the account of the holder of a depositary receipt; provided, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. government obligation or the specific payment of interest on or principal of the U.S. government obligation evidenced by such depositary receipt. "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). SECTION 1.02. Other Definitions.

Defined Term in Section - ---- ---------- "Agent Members"........................................................................... 2.15 "Business Day"............................................................................ 10.07 "Custodian"............................................................................... 6.01 "Depositary".............................................................................. 2.15 "Event of Default"........................................................................ 6.01 "Legal Holiday"........................................................................... 10.07 "Paying Agent"............................................................................ 2.03 "Registrar"............................................................................... 2.03

-6- SECTION 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "Commission" means the SEC. "indenture securities" means the Securities. "indenture security holder" means a Securityholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company or any other obligor on the Securities of a Series thereof. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings so assigned to them. SECTION 1.04. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term, not otherwise defined, has the meaning assigned to it in accordance with GAAP; (3) "or" is not exclusive; (4) words in the singular include the plural, and in the plural include the singular; and (5) provisions apply to successive events and transactions. -7- ARTICLE TWO THE SECURITIES SECTION 2.01. Form and Dating. The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more Series. Each Series shall be created by an Authorizing Resolution or a supplemental indenture that establishes the terms of the Series, which may include the following: (1) the title of the Series; (2) the aggregate principal amount (or any limit on the aggregate principal amount) of the Series and, if any Securities of a Series are to be issued at a discount from their face amount, the method of computing the accretion of such discount; (3) the interest rate or method of calculation of the interest rate; (4) the date from which interest will accrue; (5) the record dates for interest payable on Securities of the Series; (6) the dates when, places where and manner in which principal and interest are payable; (7) the Registrar and Paying Agent; (8) the terms of any mandatory (including any sinking fund requirements) or optional redemption by the Company; (9) the terms of any redemption at the option of Holders; (10) the denominations in which Securities are issuable; (11) whether Securities will be issued in registered or bearer form and the terms of any such forms of Securities; (12) whether any Securities will be represented by a global Security and the terms of any such global Security; -8- (13) if payments of principal or interest may be made in a currency other than that in which Securities are denominated, the manner for determining such payments; (14) provisions for electronic issuance of Securities or issuance of Securities in uncertificated form; (15) any Events of Default, covenants and/or defined terms in addition to or in lieu of those set forth in this Indenture; (16) whether and upon what terms Securities may be defeased if different from the provisions set forth in this Indenture; (17) the form of the Securities, which, unless the Authorizing Resolution or supplemental indenture otherwise provides, shall be in the form of Exhibit A; (18) any terms that may be required by or advisable under applicable law; (19) whether, upon what terms and by which entities the Securities will be guaranteed; (20) the percentage of the principal amount of the Securities which is payable if the maturity of the Securities is accelerated in the case of Securities issued at a discount from their face amount; and (21) any other terms in addition to or different from those contained in this Indenture. All Securities of one Series need not be issued at the same time and, unless otherwise provided, a Series may be reopened for issuances of additional Securities of such Series pursuant to an Authorizing Resolution, an Officers' Certificate or in any indenture supplemental hereto. The creation and issuance of a Series and the authentication and delivery thereof are not subject to any conditions precedent. SECTION 2.02. Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. -9- If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue upon receipt of an Officers' Certificate of the Company. Each Security shall be dated the date of its authentication. SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange ("Registrar"), an office or agency where Securities may be presented for payment ("Paying Agent") and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-Registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee in writing of the name and address of any such Agent and the Trustee shall have the right to inspect the Securities register at all reasonable times to obtain copies thereof, and the Trustee shall have the right to rely upon such register as to the names and addresses of the Holders and the principal amounts and certificate numbers thereof. If the Company fails to maintain a Registrar or Paying Agent or fails to give the foregoing notice, the Trustee shall act as such. The Company initially appoints the Trustee as Registrar and Paying Agent. SECTION 2.04. Paying Agent to Hold Money in Trust. Each Paying Agent shall hold in trust for the benefit of Securityholders and the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities, and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall have no further liability for the money. -10- SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least 5 Business Days before each semi-annual interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. SECTION 2.06. Transfer and Exchange. Where a Security is presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of Section 8-401(1) of the New York Uniform Commercial Code are met. Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. The Registrar need not transfer or exchange any Security selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. Any exchange or transfer shall be without charge, except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto except in the case of exchanges pursuant to 2.09, 3.06, or 9.05 not involving any transfer. Any Holder of a global Security shall, by acceptance of such global Security, agree that transfers of beneficial interests in such global Security may be effected only through a book entry system maintained by the Holder of such global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. SECTION 2.07. Replacement Securities. If the Holder of a Security claims that the Security has been lost, destroyed, mutilated or wrongfully taken, the Company shall issue and, upon written request of any Officer of the Company, the Trustee shall authenticate a replacement Security; provided, however, in the case of a lost, destroyed or wrongfully taken Security, that the requirements of Section 8-405 of the New York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or wrongfully taken Security shall have matured or shall be about to mature, the Company may, instead of issuing a substitute Security therefor, pay such Security without requiring (except in the case of a mutilated Security) the surrender thereof. An indemnity bond must be sufficient in the judgment of the Company and the Trustee to protect the Company, -11- the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced, including the acquisition of such Security by a bona fide purchaser. The Company or the Trustee may charge the Holder for expenses in replacing a Security. SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it and those described in this Section. A Security does not cease to be outstanding because the Company or one of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If, on a redemption date or maturity date, the Paying Agent holds money sufficient to pay Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and, upon surrender for cancellation of the temporary Security, the Company shall execute and the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities authenticated and delivered hereunder. SECTION 2.10. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange, redemption or payment. The Trustee and no one else shall cancel and destroy, or retain in accordance with its standard retention policy, all Securities surrendered for registration or transfer, exchange, redemption, paying or cancellation. -12- Unless the Authorizing Resolution so provides, the Company may not issue new Securities to replace Securities that it has previously paid or delivered to the Trustee for cancellation. SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest plus any interest payable on the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Company shall fix such special record date and a payment date which shall be reasonably satisfactory to the Trustee. At least 15 days before such special record date, the Company shall mail to each Securityholder a notice that states the record date, the payment date and the amount of defaulted interest to be paid. On or before the date such notice is mailed, the Company shall deposit with the Paying Agent money sufficient to pay the amount of defaulted interest to be so paid. The Company may pay defaulted interest in any other lawful manner if, after notice given by the Company to the Trustee of the proposed payment, such manner of payment shall be deemed practicable by the Trustee. SECTION 2.12. Treasury Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver, consent or notice, Securities owned by the Company or any of its Subsidiaries shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so considered. SECTION 2.13. CUSIP Numbers. The Company in issuing the Securities of any Series may use a "CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of redemption or exchange as a convenience to Holders of such Securities; provided that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of any such CUSIP number printed in the notice or on such Securities, and that reliance may be placed only on the other identification numbers printed on such Securities. The Company shall promptly notify the Trustee of any change in any CUSIP number. SECTION 2.14. Deposit of Moneys. Prior to 11:00 a.m. New York City time on each interest payment date and maturity date with respect to each Series of Securities, the Company shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments due on such interest payment date or maturity date, as the case may be, in a timely manner which -13- permits the Paying Agent to remit payment to the Holders on such interest payment date or maturity date, as the case may be. SECTION 2.15. Book-Entry Provisions for Global Security. (a) Any global Security of a Series initially shall (i) be registered in the name of the depository who shall be identified in the Authorizing Resolution or supplemental indenture relating to such Securities (the "Depository") or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear any required legends. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. (b) Transfers of any global Security shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depository. In addition, definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a global Security if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the global Security and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue definitive Securities. (c) In connection with any transfer or exchange of a portion of the beneficial interest in any global Security to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more definitive Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the global Security in an amount equal to the principal amount of the beneficial interest in the global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. -14- (d) In connection with the transfer of an entire global Security to beneficial owners pursuant to paragraph (b), the global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the global Security, an equal aggregate principal amount of definitive Securities of authorized denominations. (e) The Holder of any global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such Series. ARTICLE THREE REDEMPTION SECTION 3.01. Notices to Trustee. Securities of a Series that are redeemable prior to maturity shall be redeemable in accordance with their terms and, unless the Authorizing Resolution or supplemental indenture provides otherwise, in accordance with this Article. If the Company wants to redeem Securities pursuant to Paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. Any such notice may be canceled at any time prior to notice of such redemption being mailed to Holders. Any such canceled notice shall be void and of no effect. If the Company wants to credit any Securities previously redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of the Securities, it shall notify the Trustee of the amount of the credit and it shall deliver any Securities not previously delivered to the Trustee for cancellation with such notice. The Company shall give each notice provided for in this Section 3.01 at least 30 days before the notice of any such redemption is to be mailed to Holders (unless a shorter notice shall be satisfactory to the Trustee). SECTION 3.02. Selection of Securities to be Redeemed. If fewer than all of the Securities of a Series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropriate. -15- The Trustee shall make the selection from Securities outstanding not previously called for redemption and shall promptly notify the Company of the serial numbers or other identifying attributes of the Securities so selected. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than the minimum denomination for the Series. Securities and portions of them it selects shall be in amounts equal to the minimum denomination for the Series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed. The notice shall identify the Securities to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; (5) that interest on Securities called for redemption ceases to accrue on and after the redemption date; and (6) that the Securities are being redeemed pursuant to the mandatory redemption or the optional redemption provisions, as applicable. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall deliver to the Trustee at least 15 days prior to the date on which notice of redemption is to be mailed or such shorter period as may be satisfactory to the Trustee, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price as set forth in the notice -16- of redemption. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued interest to the redemption date. SECTION 3.05. Deposit of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent immediately available funds sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for each Holder a new Security equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on a Series on the dates and in the manner provided in the Securities of the Series. An installment of principal or interest shall be considered paid on the date it is due, if on that date the Paying Agent holds money designated for and sufficient to pay the installment. The Company shall pay interest on overdue principal at the rate borne by the Series; it shall pay interest on overdue installments of interest at the same rate. SECTION 4.02. Maintenance of Office or Agency. The Company shall maintain the office or agency required under Section 2.03. The Company shall give prior written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee. -17- SECTION 4.03. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing persons with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such person signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. SECTION 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon property or any part thereof belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and the Restricted Subsidiaries to pay all obligations under this Indenture when due; and provided further, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and the Restricted Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Restricted Subsidiaries; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the provisions of Article Five or any other provision or the Authorizing Resolution or supplemental -18- indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Restricted Subsidiary; and (c) at all times keep, maintain and preserve the property of the Company and the Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and the Restricted Subsidiaries to pay all obligations under this Indenture when due. ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge with or into, any other corporation, or transfer all or substantially all of its assets to, any entity unless permitted by law and unless (1) the resulting, surviving or transferee entity, which shall be a corporation organized and existing under the laws of the United States or a State thereof, assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and (2) immediately after giving effect to, and as a result of, such transaction, no Default or Event of Default shall have occurred and be continuing. Thereafter such successor corporation or corporations shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the "Company" and all such obligations of the predecessor corporation shall terminate. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that an Authorizing Resolution or supplemental indenture pertaining to any Series provides for different provisions relating to the subject matter of this Article Five, the provisions in such Authorizing Resolution or supplemental indenture shall govern for purposes of such Series. -19- ARTICLE SIX DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. An "Event of Default" on a Series occurs if, voluntarily or involuntarily, whether by operation of law or otherwise, any one of the following events: (1) default in the payment of interest on any Security of such Series when the same becomes due and payable and the continuance of any such failure for a period of 30 days; (2) default in the payment of all or any part of the principal or premium, if any, of any Security of such Series when and as the same becomes due and payable at maturity, at redemption, by declaration of acceleration or otherwise; (3) default in the observance or performance of, or breach of, any covenant or agreement or warranty of the Company contained in its agreements or covenants in, or provisions of the Securities of such Series, or this 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 Securities, a written notice specifying such default or breach, requiring it to be remedies and stating that such notice is a "Notice of Default" hereunder; (4) 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) the Company or any of its Significant Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt (including conversion of an involuntary -20- 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; (6) (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 (6) 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); (7) 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; and (8) 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 -21- 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. The term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default with respect to the Company resulting from sub-clauses (4) or (5) above), shall have occurred and be continuing under the Indenture, the Trustee by notice to the Company, or the Holders of at least 25 percent in principal amount of the Securities of the applicable Series then outstanding by notice to the Company and the Trustee, may declare all Securities of such Series to be due and payable immediately. Upon such declaration of acceleration, the amounts due and payable on the Securities of such Series will be due and payable immediately. If an Event of Default with respect to the Company specified in sub-clauses (4) or (5) above occurs, all amounts due and payable on the Securities of such Series will ipso facto become and be immediately due and payable without any declaration, notice or other act on the part of the Trustee and the Company or any Holder. The Holders of a majority in principal amount of the Securities of such Series then outstanding by written notice to the Trustee and the Company may waive any Default or Event of Default (other than any Default or Event of Default in payment of principal or interest) with respect to such Series of Securities under the Indenture. Holders of a majority in principal amount of the then outstanding Securities of such Series may rescind an acceleration with respect to such Series and its consequence (except an acceleration due to nonpayment of principal or interest on the Securities of such Series) if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived. No such rescission shall extend to or shall affect any subsequent Event of Default, or shall impair any right or power consequent thereon. SECTION 6.03. Other Remedies. If an Event of Default on a Series occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of or interest on the Series or to enforce the performance of any provision in the Securities or this Indenture applicable to the Series. The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the -22- Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. SECTION 6.04. Waiver of Existing Defaults. Subject to Section 9.02, the Holders of a majority in principal amount of the outstanding Securities of a Series on behalf of all the Holders of the Series by notice to the Trustee may waive an existing Default on such Series and its consequences. When a Default is waived, it is cured and stops continuing, and any Event of Default arising therefrom shall be deemed to have been cured; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of a Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to such Series. The Trustee, however, may refuse to follow any direction (i) that conflicts with law or this Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly prejudicial to the rights of other Securityholders, or (iii) that would involve the Trustee in personal liability. SECTION 6.06. Limitation on Suits. A Securityholder of a Series may not pursue any remedy with respect to this Indenture or the Series unless: (1) the Holder gives to the Trustee written notice of a continuing Event of Default on the Series; (2) the Holders of at least 25% in aggregate in principal amount of the outstanding Securities of the Series make a written request to the Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) no written request inconsistent with such written request shall have been given to the Trustee pursuant to this Section 6.06. -23- A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder. SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid. SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property, and unless prohibited by applicable law or regulation, may vote on behalf of the Holders in any election of a Custodian, and shall be entitled and empowered to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same and any Custodian in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder or to authorize the Trustee to vote in respect of the claim of any Securityholder except as aforesaid for the election of the Custodian. SECTION 6.10. Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.07; -24- Second: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and Third: to the Company as its interests may appear. The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having the due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Series. ARTICLE SEVEN TRUSTEE SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall, prior to the receipt of directions from the Holders of a majority in principal amount of the Securities, exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) Except during the continuance of an Event of Default: (1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee. (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed -25- therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of his Indenture. The Trustee, however, shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of mathematical calculations or other facts or matters stated herein. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) This paragraph does not limit the effect of paragraph (b) of this Section. (2) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 or any other direction of the Holders permitted hereunder. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. SECTION 7.02. Rights of Trustee. Subject to Section 7.01: (a) The Trustee may rely and shall be protected in acting or refraining from acting on any document, resolution, certificate, instrument, report, or direction believed by it to be genuine and to have been signed or presented by the proper person. -26- The Trustee need not investigate any fact or matter stated in the document, resolution, certificate, instrument, report, or direction. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both, which shall conform to Sections 10.04 and 10.05 hereof and containing such other statements as the Trustee reasonably deems necessary to perform its duties hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers' Certificate, Opinion of Counsel or any other direction of the Company permitted hereunder. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (e) The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) Unless otherwise specifically provided in the Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (g) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working in the Trustee's corporate trust office has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee at its address specified in Section 10.02 hereof and such notice references the Securities generally, the Company or this Indenture. SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, must comply with Sections 7.10 and 7.11. -27- SECTION 7.04. Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture, the Securities or of any prospectus used to sell the Securities; it shall not be accountable for the Company's use of the proceeds from the Securities; it shall not be accountable for any money paid to the Company, or upon the Company's direction, if made under and in accordance with any provision of this Indenture; it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee; and it shall not be responsible for any statement of the Company in this Indenture or in the Securities other than its certificate of authentication. SECTION 7.05. Notice of Defaults. If a Default on a Series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder of the Series notice of the Default (which shall specify any uncured Default known to it) within 90 days after it occurs. Except in the case of a default in payment of principal of or interest on a Series, the Trustee may withhold the notice if and so long as the board of directors of the Trustee, the executive or any trust committee of such directors and/or responsible officers of the Trustee in good faith determine(s) that withholding the notice is in the interests of Holders of the Series. SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Sections 313(a) (but if no event described in TIA Sections 313(2) has occurred within the twelve months preceding the reporting date no report need be transmitted). The Trustee also shall comply with TIA Sections 313(b). A copy of each report at the time of its mailing to Securityholders shall be delivered to the Company and filed by the Trustee with the SEC and each national securities exchange on which the Securities are listed. The Company agrees to notify the Trustee of each national securities exchange on which the Securities are listed. SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee or predecessor trustee from time to time reasonable compensation for their respective services subject to any written agreement between the Trustee and the Company. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee and each predecessor trustee, its officers, directors, employees and -28- agents and hold it harmless against any loss, liability or expense incurred or made by or on behalf of it in connection with the administration of this Indenture or the trust hereunder and its duties hereunder including the costs and expenses of defending itself against or investigating any claim in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee's, or its officers', directors', employees' or agents' negligence or bad faith. To ensure the Company's payment obligations in this Section, the Trustee shall have a claim prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01 or in connection with Article 6 hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for services in connection therewith are to constitute expenses of administration under any bankruptcy law. SECTION 7.08. Replacement of Trustee. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the removed Trustee in writing and may appoint a successor trustee with the Company's consent. Such resignation or removal shall not take effect until the appointment by the Securityholders or the Company as hereinafter provided of a successor trustee and the acceptance of such appointment by such successor trustee. The Company may remove the Trustee and any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee for any or no reason, including if: (1) the Trustee fails to comply with Section 7.10 after written request by the Company or any bona fide Securityholder who has been a Securityholder for at least six months; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor trustee. If a successor -29- trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or any Holder may petition any court of competent jurisdiction for the appointment of a successor trustee. A successor trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor trustee shall mail notice of its succession to each Securityholder. SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates with, merges with or into or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor trustee. SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1). The Trustee shall have a combined capital and surplus of at least $10,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Sections 310(b). SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Sections 311(a), excluding any creditor relationship listed in TIA Sections 311(b). A Trustee who has resigned or been removed shall be subject to TIA Sections 311(a) to the extent indicated therein. ARTICLE EIGHT DISCHARGE OF INDENTURE SECTION 8.01. Defeasance Upon Deposit of Moneys or U.S. Government Obligations. (a) The Company may, at its option and at any time, elect to have either paragraph (b) or paragraph (c) below be applied to the outstanding Securities of any Series upon compliance with the applicable conditions set forth in paragraph (d). -30- (b) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (b), the Company shall be deemed to have been released and discharged from its respective obligations with respect to the outstanding Securities of a Series on the date the applicable conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of a Series, which shall thereafter be deemed to be "outstanding" only for the purposes of the Sections and matters under this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned, except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities of a Series to receive solely from the trust fund described in paragraph (d) below and as more fully set forth in such paragraph, payments in respect of the principal of and interest on such Securities when such payments are due and (ii) obligations listed in Section 8.02, subject to compliance with this Section 8.01. The Company may exercise its option under this paragraph (b) notwithstanding the prior exercise of its option under paragraph (c) below with respect to such Securities. (c) Upon the Company's exercise under paragraph (a) of the option applicable to this paragraph (c), the Company shall be released and discharged from the obligations under any covenant contained in Article Four and any other covenant contained in the Authorizing Resolution or supplemental indenture relating to such Series to the extent provided for therein, on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of such Series shall thereafter be deemed to be not "outstanding" for the purpose of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities of a Series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3), but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. (d) The following shall be the conditions to application of either paragraph (b) or paragraph (c) above to the outstanding Securities of the applicable Series: (1) The Company shall have irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, money in U.S. dollars or U.S. government obligations or a combination thereof in such amounts and at such times as are sufficient, in -31- the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and interest on the outstanding Securities of such Series to maturity or redemption; provided, however, that the Trustee (or other qualifying trustee) shall have received an irrevocable written order from the Company instructing the Trustee (or other qualifying trustee) to apply such money or the proceeds of such U.S. government obligations to said payments with respect to the Securities of such Series to maturity or redemption; (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit will not result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other material instrument or agreement to which the Company or any of its Subsidiaries is a party or by which it or any of their property is bound; (4) (i) In the event the Company elects paragraph (b) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date pertaining to such Series, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, or (ii) in the event the Company elects paragraph (c) hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the United States, in form and substance reasonably satisfactory to the Trustee, to the effect that, in the case of clauses (i) and (ii), Holders of the Securities of such Series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and the defeasance contemplated hereby and will be subject to federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (5) The Company shall have delivered to the Trustee an Officers' Certificate, stating that the deposit under clause (1) was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (6) The Company shall have delivered to the Trustee an Opinion of Counsel, reasonably satisfactory to the Trustee, to the effect that, (A) the trust funds will not be subject to the rights of Holders of Indebtedness of the Company other than the Securities of such Series and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder -32- of Securities of such Series is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors' rights generally; and (7) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated by this Section 8.01 have been complied with. In the event all or any portion of the Securities of a Series are to be redeemed through such irrevocable trust, the Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. (e) In addition to the Company's rights above under this Section 8.01, the Company may terminate all of its obligations under this Indenture with respect to a Series when: (1) All Securities of such Series theretofore authenticated and delivered (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for that purpose an amount of money sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of and interest; (2) The Company has paid or caused to be paid all other sums payable hereunder by the Company; (3) The Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or redemption, as the case may be; and (4) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. -33- SECTION 8.02. Survival of the Company's Obligations. Notwithstanding the satisfaction and discharge of the Indenture under Section 8.01, the Company's obligations in paragraph 9 of the Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall survive until the Securities of an applicable Series are no longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such Series). SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. government obligations deposited with it pursuant to Section 8.01. It shall apply the deposited money and the money from U.S. government obligations in accordance with this Indenture to the payment of principal of and interest on the Securities of the defeased Series. SECTION 8.04. Repayment to the Company. The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as general creditors unless applicable abandoned property law designates another person and all liability of the Trustee or such Paying Agent with respect to such money shall cease. SECTION 8.05. Reinstatement. If the Trustee is unable to apply any money or U.S. government obligations in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Securities relating to the Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee is permitted to apply all such money or U.S. government obligations in accordance with Section 8.01; provided, however, that (a) if the Company has made any payment of interest on or principal of any Securities of the Series because -34- of the reinstatement of their obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. government obligations held by the Trustee and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee shall return all such money or U.S. government obligations to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company's obligations has occurred and continues to be in effect. ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS SECTION 9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of a Series without notice to or consent of any Securityholder of such Series: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article Five; (3) to provide that specific provisions of this Indenture shall not apply to a Series not previously issued; (4) to create a Series and establish its terms; (5) to provide for uncertificated Securities in addition to or in place of certificated Securities; and (6) to make any other change that does not adversely affect the rights of Securityholders. After an amendment under this Section 9.01 becomes effective, the Company shall mail notice of such amendment to the Securityholders. SECTION 9.02. With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of a Series without notice to any Securityholder of such Series but with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each such Series affected by the amendment. Each such Series shall vote as a separate -35- class. The Holders of a majority in principal amount of the outstanding Securities of any Series may waive compliance by the Company with any provision of the Securities of such Series or of this Indenture relating to such Series without notice to any Securityholder. Without the consent of each Securityholder of a Series affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (1) reduce the amount of Securities of such Series whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Security; (3) reduce the principal of or change the fixed maturity of any Security or alter the provisions (including related definitions) with respect to redemption of Securities pursuant to Article Three hereof or with respect to any obligations on the part of the Company to offer to purchase or to redeem Securities of a Series pursuant to the Authorizing Resolution or supplemental indenture pertaining to such Series; (4) modify the ranking or priority of the Securities of any Series; (5) make any change in Sections 6.04, 6.07 or this Section 9.02; (6) waive a continuing Default or Event of Default in the payment of the principal of or interest on any Security; or (7) make any Security payable at a place or in money other than that stated in the Security, or impair the right of any Securityholder to bring suit as permitted by Section 6.07. An amendment of a provision included solely for the benefit of one or more Series does not affect the interests of Securityholders of any other Series. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplement, but it shall be sufficient if such consent approves the substance thereof. SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect. -36- SECTION 9.04. Revocation and Effect of Consents. A consent to an amendment, supplement or waiver by a Holder shall bind the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. Subject to the following paragraph, any such Holder or subsequent Holder, however, may revoke the consent as to his Security or portion of a Security. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Securities of any Series entitled to consent to any amendment, supplement or waiver, which record date shall be at least 10 days prior to the first solicitation of such consent. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (7) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security; provided, that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder. SECTION 9.05. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Company may require the Holder of the Security to deliver it to the Trustee, at which time the Trustee shall place an appropriate notation on the Security about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. SECTION 9.06. Trustee to Sign Amendments, etc. Subject to Section 7.02(b), the Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article if the amendment, supplement or waiver does not -37- adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. ARTICLE TEN MISCELLANEOUS SECTION 10.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. SECTION 10.02. Notices. Any order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows: if to the Company: M.D.C. Holdings, Inc. 3600 South Yosemite Suite 900 Denver, CO 80237 Telecopy No.: (303) 793-2760 Attention: Chief Financial Officer if to the Trustee: U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 Telecopy No.: (651) 244-0711 or 12 Attention: Corporate Trust Administration -38- The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication mailed to a Securityholder shall be mailed to him by first class mail at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee. If the Company mails notice or communications to the Securityholders, it shall mail a copy to the Trustee at the same time. SECTION 10.03. Communications by Holders with Other Holders. Securityholders may communicate pursuant to TIA Sections 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Sections 312(c). SECTION 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers' Certificate (which shall include the statements set forth in Section 10.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel (which shall include the statements set forth in Section 10.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with and that any such section does not conflict with the terms of the Indenture. -39- SECTION 10.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 10.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar or Paying Agent may make reasonable rules for its functions. SECTION 10.07. Legal Holidays. A "Legal Holiday" is 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. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. A "Business Day" is any day other than a Legal Holiday. SECTION 10.08. Governing Law. The laws of the State of New York shall govern this Indenture and the Securities of each Series. SECTION 10.09. No Adverse Interpretation of Other Agreements. This 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 Indenture. -40- SECTION 10.10. No Recourse Against Others. All liability described in paragraph 12 of the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released. SECTION 10.11. Successors and Assigns. All covenants and agreements of the Company in this Indenture and the Securities shall bind its successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns. SECTION 10.12. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. SECTION 10.13. Severability. In case any one or more of the provisions contained in this Indenture or in the Securities of a Series 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 Indenture or of such Securities. [Signature Page Follows] S-1 SIGNATURES IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed, all as of the date first above written. Dated: December , 2002 M.D.C. HOLDINGS, INC. By: -------------------------------------- Name: Title: S-2 Dated: December , 2002 U.S. Bank National Association, as Trustee By: -------------------------------------- Name: Title: (SEAL) Exhibit A No. CUSIP No.: [Title of Security] M.D.C. HOLDINGS, INC., a Delaware corporation promises to pay to or registered assigns the principal sum of [Dollars] on . [Title of Security] Interest Payment Dates: and Record Dates and Authenticated: Dated: M.D.C. HOLDINGS, INC. By: -------------------------------------- Name: Title: By: -------------------------------------- Name Title: U.S. Bank National Association, as Trustee, certifies that this is one of the Securities referred to in the within mentioned Indenture. By: ------------------------------- Name: Title: Authorized Signatory M.D.C. HOLDINGS, INC. [Title of Security] A-1 1. Interest. M.D.C. HOLDINGS, INC. (the "Company"), a Delaware corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on [ ] and [ ] of each year until the principal is paid or made available for payment. Interest on the Securities 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 [ ]; provided that, if there is no existing default in the payment of interest, and if this Security 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. [Provisions as to the right of the Company to defer interest, if any, may be set forth here. ] 2. Method of Payment. The Company will pay interest on the Securities (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) to the persons who are registered Holders of Securities at the close of business on the [Insert record dates]. Holders must surrender Securities 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 Securities under an Indenture dated as of December 3, 2002 ("Indenture") among the Company and the Trustee. The terms of the Securities include those stated in the Indenture (including those terms set forth in the Authorizing Resolution or supplemental indenture pertaining to the Securities of the Series of which this Security is a part) 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 Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of them. The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the applicable Authorizing Resolution or supplemental indenture. Requests may be made to: M.D.C. Holdings, Inc., 3600 South Yosemite, Suite 900, Denver, Colorado 80237, Attention: Secretary. A-2 5. Optional Redemption. The Company may redeem the Securities at any time on or after [ ], in whole or in part, at the following redemption prices (expressed as a percentage of their principal amount), set forth below, plus together with interest accrued and unpaid thereon to the date fixed for redemption: If redeemed during the twelve-month period commencing on [ ] and ending on [ ] in each of the following years:

REDEMPTION YEAR PRICE [ ].................................... [ ]% [ ].................................... [ ]% [ ] [ ]% [ ] and thereafter..................... 100.000%

Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 may be redeemed in part. On and after the redemption date, interest ceases to accrue on Securities or portions of them called for redemption; provided, that if the Company shall default in the payment of such Security at the redemption price together with accrued interest, interest shall continue to accrue at the rate borne by the Securities. [Insert provisions relating to redemption at option of Holders, if any] 6. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities 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 Security selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. 7. Persons Deemed Owners. The registered Holder of this Security shall be treated as the owner of it for all purposes. A-3 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 Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by the amendment and any past default or compliance with any provision relating to any Series of the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the outstanding Securities of such Series. Without the consent of any Securityholder, the Company and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to provide for uncertificated Securities in addition to or in place of certificated Securities, to create a Series and establish its terms, or to make any other change, provided such action does not adversely affect the rights of any Securityholder. 10. Successor Corporation. When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor corporation will be released from those obligations. 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 Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 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. A-4 14. Authentication. This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security. 15. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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-5 ASSIGNMENT FORM If you, the Holder, want to assign this Security, fill in the form below: I or we assign and transfer this Security 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 Security 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 Security) Signature Guarantee: ---------------------------------------------------------------------- A-6 EX-6 4 d01720exv6.txt EX-6 FORM OF SUPPLEMENTAL INDENTURE EXHIBIT 6 M.D.C. HOLDINGS, INC. AND THE GUARANTORS PARTY HERETO 7.0% SENIOR NOTES DUE 2012 ---------- SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 3, 2002 ---------- 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...................................................17 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..................................................21 Section 7.01. Confirmation of Indenture................................21 Section 7.02. Concerning the Trustee...................................21 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...............................22 Section 7.08. Successors and Assigns...................................22 Section 7.09. Duplicate Originals......................................22 Section 7.10. Severability.............................................22

-i- SUPPLEMENTAL INDENTURE dated as of December 3, 2002 ("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 7.0% Senior Notes due 2012, 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 "7.0% Senior Notes due 2012." 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 December 3, 2002, 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 7.0% Senior Notes due 2012 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) Salomon Smith Barney 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, and (iii) 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 45 basis points (0.45%), 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 -13- any unsecured Indebtedness, or of any Subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness. 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 -14- 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 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. -15- 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 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. -16- 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 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. -17- 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 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 -18- 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, 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, -19- 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. 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 -20- 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: (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. -21- 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. 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. -22- 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. 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. By: -------------------------------------- Name: Title: S-2 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.: 552676 7.0% Senior Notes due 2012 M.D.C. HOLDINGS, INC. a Delaware corporation promises to pay to Cede & Co. or registered assigns the principal sum of $150,000,000 on December 1, 2012. 7.0% Senior Notes due 2012 Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: December 3, 2002 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. 7.0% Senior Notes due 2012 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 June 1 and December 1 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 December 3, 2002; 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 15 and November 15 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 December 3, 2002 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 45 basis points (0.45%), 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 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5


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




                              M.D.C. HOLDINGS, INC.



                             SENIOR DEBT SECURITIES




                                   ----------




                                    INDENTURE

                          DATED AS OF DECEMBER 3, 2002




                                   ----------


                     U.S. BANK NATIONAL ASSOCIATION, TRUSTEE




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





                              CROSS-REFERENCE TABLE



TIA Section                                                                              Indenture Section
- -----------                                                                              -----------------
                                                                                      
310(a)(1).........................................................................       7.10
      (a)(2)......................................................................       7.10
      (a)(3)......................................................................       N.A.
      (a)(4)......................................................................       N.A.
      (b).........................................................................       7.08; 7.10; 10.02
311(a)............................................................................       7.11
      (b).........................................................................       7.11
      (c).........................................................................       N.A.
312(a)............................................................................       2.05
      (b).........................................................................       10.03
      (c).........................................................................       10.03
313(a)............................................................................       7.06
      (b)(1)......................................................................       N.A.
      (b)(2)......................................................................       7.06
      (c).........................................................................       10.02
      (d).........................................................................       7.06
314(a)............................................................................       7.06; 10.02
      (b).........................................................................       N.A.
      (c)(1)......................................................................       10.04
      (c)(2)......................................................................       10.04
      (c)(3)......................................................................       N.A.
      (d).........................................................................       N.A.
      (e).........................................................................       10.05
      (f).........................................................................       N.A.
315(a)............................................................................       7.01(b)
      (b).........................................................................       7.05; 10.02
      (c).........................................................................       7.01(a)
      (d).........................................................................       7.01(c)
      (e).........................................................................       6.11
316(a)(last sentence).............................................................       2.12
      (a)(1)(A)...................................................................       6.05
      (a)(1)(B)...................................................................       6.04
      (a)(2)......................................................................       N.A.
      (b).........................................................................       6.07
      (c).........................................................................       9.04
317(a)(1).........................................................................       6.08
      (a)(2)......................................................................       6.09
      (b).........................................................................       2.04
318(a)............................................................................       10.01






                                TABLE OF CONTENTS




                                                                         Page
                                                                         ----
                                                                   
                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions..................................................1
SECTION 1.02.  Other Definitions............................................5
SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............6
SECTION 1.04.  Rules of Construction........................................6

                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.  Form and Dating..............................................7
SECTION 2.02.  Execution and Authentication.................................8
SECTION 2.03.  Registrar and Paying Agent...................................9
SECTION 2.04.  Paying Agent to Hold Money in Trust..........................9
SECTION 2.05.  Securityholder Lists........................................10
SECTION 2.06.  Transfer and Exchange.......................................10
SECTION 2.07.  Replacement Securities......................................10
SECTION 2.08.  Outstanding Securities......................................11
SECTION 2.09.  Temporary Securities........................................11
SECTION 2.10.  Cancellation................................................11
SECTION 2.11.  Defaulted Interest..........................................12
SECTION 2.12.  Treasury Securities.........................................12
SECTION 2.13.  CUSIP Numbers...............................................12
SECTION 2.14.  Deposit of Moneys...........................................12
SECTION 2.15.  Book-Entry Provisions for Global Security...................13

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.  Notices to Trustee..........................................14
SECTION 3.02.  Selection of Securities to be Redeemed......................14
SECTION 3.03.  Notice of Redemption........................................15
SECTION 3.04.  Effect of Notice of Redemption..............................15
SECTION 3.05.  Deposit of Redemption Price.................................16
SECTION 3.06.  Securities Redeemed in Part.................................16




                                       -i-




                                                                         Page
                                                                         ----
                                                                   
                                  ARTICLE FOUR

                                   COVENANTS

SECTION 4.01.  Payment of Securities.......................................16
SECTION 4.02.  Maintenance of Office or Agency.............................16
SECTION 4.03.  Compliance Certificate......................................17
SECTION 4.04.  Payment of Taxes; Maintenance of Corporate Existence;
                 Maintenance of Properties.................................17

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

SECTION 5.01.  When Company May Merge, etc.................................18

                                  ARTICLE SIX

                             DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default...........................................19
SECTION 6.02.  Acceleration................................................21
SECTION 6.03.  Other Remedies..............................................21
SECTION 6.04.  Waiver of Existing Defaults.................................22
SECTION 6.05.  Control by Majority.........................................22
SECTION 6.06.  Limitation on Suits.........................................22
SECTION 6.07.  Rights of Holders to Receive Payment........................23
SECTION 6.08.  Collection Suit by Trustee..................................23
SECTION 6.09.  Trustee May File Proofs of Claim............................23
SECTION 6.10.  Priorities..................................................23
SECTION 6.11.  Undertaking for Costs.......................................24

                                 ARTICLE SEVEN

                                    TRUSTEE

SECTION 7.01.  Duties of Trustee...........................................24
SECTION 7.02.  Rights of Trustee...........................................25
SECTION 7.03.  Individual Rights of Trustee................................26
SECTION 7.04.  Trustee's Disclaimer........................................27
SECTION 7.05.  Notice of Defaults..........................................27
SECTION 7.06.  Reports by Trustee to Holders...............................27
SECTION 7.07.  Compensation and Indemnity..................................27




                                      -ii-




                                                                         Page
                                                                         ----
                                                                   
SECTION 7.08.  Replacement of Trustee.....................................28
SECTION 7.09.  Successor Trustee by Merger, etc...........................29
SECTION 7.10.  Eligibility; Disqualification..............................29
SECTION 7.11.  Preferential Collection of Claims Against Company..........29

                                 ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

SECTION 8.01.  Defeasance Upon Deposit of Moneys or U.S. Government
                 Obligations..............................................29
SECTION 8.02.  Survival of the Company's Obligations......................33
SECTION 8.03.  Application of Trust Money.................................33
SECTION 8.04.  Repayment to the Company...................................33
SECTION 8.05.  Reinstatement..............................................33

                                  ARTICLE NINE

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders.................................34
SECTION 9.02.  With Consent of Holders....................................34
SECTION 9.03.  Compliance with Trust Indenture Act........................35
SECTION 9.04.  Revocation and Effect of Consents..........................36
SECTION 9.05.  Notation on or Exchange of Securities......................36
SECTION 9.06.  Trustee to Sign Amendments, etc............................36

                                  ARTICLE TEN

                                 MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls...............................37
SECTION 10.02. Notices....................................................37
SECTION 10.03. Communications by Holders with Other Holders...............38
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.........38
SECTION 10.05. Statements Required in Certificate or Opinion..............39
SECTION 10.06. Rules by Trustee and Agents................................39
SECTION 10.07. Legal Holidays.............................................39
SECTION 10.08. Governing Law..............................................39
SECTION 10.09. No Adverse Interpretation of Other Agreements..............39
SECTION 10.10. No Recourse Against Others.................................40
SECTION 10.11. Successors and Assigns.....................................40
SECTION 10.12. Duplicate Originals........................................40
SECTION 10.13. Severability...............................................40




                                      -iii-


                  INDENTURE dated as of December 3, 2002, by and among M.D.C.
HOLDINGS, INC., a Delaware corporation (the "Company"), and U.S. Bank National
Association, (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 the Company's debt
securities issued under this Indenture (the "Securities"):


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01. Definitions.

                  "Affiliate" means, with respect to any specified Person, any
other Person directly or indirectly controlling or controlled by, or under
direct or indirect common control with, such specified Person. For purposes of
this definition, the term "control" means (a) the power to direct the management
and policies of a Person, either directly or through one or more intermediaries,
whether through the ownership of voting securities, by contract, or otherwise,
or (b) without limiting the foregoing, ownership of 10% or more of the voting
power of the voting common equity of such Person (on a fully diluted basis).
Notwithstanding the foregoing, the term "Affiliate" will not include, with
respect to the Company or any Restricted Subsidiary, any Restricted Subsidiary
or, with respect to any Restricted Subsidiary, the Company.

                  "Agent" means any Registrar, Paying Agent or co-Registrar or
agent for service of notices and demands.

                  "Authorizing Resolution" means a resolution adopted by the
Board of Directors or by an Officer or committee of Officers pursuant to Board
delegation authorizing a Series of Securities.

                  "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

                  "Board of Directors" means the board of directors of the
Company or any authorized committee thereof.

                  "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, and options, rights or warrants to
purchase such capital stock or other equity interests, whether



                                      -2-


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.

                  "Company" means the Person named as such in this Indenture
until a successor replaces it pursuant to the Indenture and thereafter means the
successor.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, unless otherwise timely cured,
an Event of Default.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in a manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "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.

                  "Holder" or "Securityholder" means the person in whose name a
Security is registered on the Registrar's books.



                                      -3-


                  "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)
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.

                  "Indenture" means this Indenture as amended or supplemented
from time to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.

                  "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.

                  "Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are originally issued under this
Indenture.

                  "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.

                  "Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer or the Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of the Company.



                                      -4-


                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "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.

                  "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.

                  "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.

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

                  "SEC" means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA.

                  "Securities" means any Securities that are issued under this
Indenture.

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

                  "Series" means a series of Securities established under this
Indenture.

                  "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.

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

                  "Trust Officer" means the Chairman of the Board, the
President, any Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.




                                      -5-


                  "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.

                  "United States" means the United States of America.

                  "U.S. government obligations" means securities which are (i)
direct obligations of the United States for the payment of which its full faith
and credit is pledged or (ii) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States the payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided, that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.

                  "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).

SECTION 1.02. Other Definitions.



                                                                                               Defined
Term                                                                                           in Section
- ----                                                                                           ----------
                                                                                            
"Agent Members"...........................................................................     2.15
"Business Day"............................................................................     10.07
"Custodian"...............................................................................     6.01
"Depositary"..............................................................................     2.15
"Event of Default"........................................................................     6.01
"Legal Holiday"...........................................................................     10.07
"Paying Agent"............................................................................     2.03
"Registrar"...............................................................................     2.03




                                      -6-


SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company or any
other obligor on the Securities of a Series thereof.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings so assigned to them.

SECTION 1.04. Rules of Construction.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term, not otherwise defined, has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
         plural include the singular; and

                  (5) provisions apply to successive events and transactions.



                                      -7-


                                   ARTICLE TWO

                                 THE SECURITIES


SECTION 2.01. Form and Dating.

                  The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may be issued from time
to time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the Series,
which may include the following:

                  (1) the title of the Series;

                  (2) the aggregate principal amount (or any limit on the
         aggregate principal amount) of the Series and, if any Securities of a
         Series are to be issued at a discount from their face amount, the
         method of computing the accretion of such discount;

                  (3) the interest rate or method of calculation of the interest
         rate;

                  (4) the date from which interest will accrue;

                  (5) the record dates for interest payable on Securities of the
         Series;

                  (6) the dates when, places where and manner in which principal
         and interest are payable;

                  (7) the Registrar and Paying Agent;

                  (8) the terms of any mandatory (including any sinking fund
         requirements) or optional redemption by the Company;

                  (9) the terms of any redemption at the option of Holders;

                  (10) the denominations in which Securities are issuable;

                  (11) whether Securities will be issued in registered or bearer
         form and the terms of any such forms of Securities;

                  (12) whether any Securities will be represented by a global
         Security and the terms of any such global Security;



                                      -8-


                  (13) if payments of principal or interest may be made in a
         currency other than that in which Securities are denominated, the
         manner for determining such payments;

                  (14) provisions for electronic issuance of Securities or
         issuance of Securities in uncertificated form;

                  (15) any Events of Default, covenants and/or defined terms in
         addition to or in lieu of those set forth in this Indenture;

                  (16) whether and upon what terms Securities may be defeased if
         different from the provisions set forth in this Indenture;

                  (17) the form of the Securities, which, unless the Authorizing
         Resolution or supplemental indenture otherwise provides, shall be in
         the form of Exhibit A;

                  (18) any terms that may be required by or advisable under
         applicable law;

                  (19) whether, upon what terms and by which entities the
         Securities will be guaranteed;

                  (20) the percentage of the principal amount of the Securities
         which is payable if the maturity of the Securities is accelerated in
         the case of Securities issued at a discount from their face amount; and

                  (21) any other terms in addition to or different from those
         contained in this Indenture.

                  All Securities of one Series need not be issued at the same
time and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                  The creation and issuance of a Series and the authentication
and delivery thereof are not subject to any conditions precedent.

SECTION 2.02. Execution and Authentication.

                  Two Officers shall sign, or one Officer shall sign and one
Officer shall attest to, the Securities for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Securities.



                                      -9-


                  If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall nevertheless be valid.

                  A Security shall not be valid until the Trustee manually signs
the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall authenticate Securities for original issue
upon receipt of an Officers' Certificate of the Company. Each Security shall be
dated the date of its authentication.

SECTION 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for payment
("Paying Agent") and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

SECTION 2.04. Paying Agent to Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of
Securityholders and the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities, and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it
as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.



                                      -10-


SECTION 2.05. Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least 5 Business Days before each semi-annual
interest payment date and at such other times as the Trustee may request in
writing a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

SECTION 2.06. Transfer and Exchange.

                  Where a Security is presented to the Registrar or a
co-Registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of Section 8-401(1) of the New
York Uniform Commercial Code are met. Where Securities are presented to the
Registrar or a co-Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Registrar need not transfer or exchange any Security selected for
redemption, except the unredeemed part thereof if the Security is redeemed in
part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed. Any exchange or transfer shall be
without charge, except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto except in the case of exchanges pursuant to 2.09, 3.06, or 9.05 not
involving any transfer.

                  Any Holder of a global Security shall, by acceptance of such
global Security, agree that transfers of beneficial interests in such global
Security may be effected only through a book entry system maintained by the
Holder of such global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book
entry.

SECTION 2.07. Replacement Securities.

                  If the Holder of a Security claims that the Security has been
lost, destroyed, mutilated or wrongfully taken, the Company shall issue and,
upon written request of any Officer of the Company, the Trustee shall
authenticate a replacement Security; provided, however, in the case of a lost,
destroyed or wrongfully taken Security, that the requirements of Section 8-405
of the New York Uniform Commercial Code are met. If any such lost, destroyed,
mutilated or wrongfully taken Security shall have matured or shall be about to
mature, the Company may, instead of issuing a substitute Security therefor, pay
such Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company,



                                      -11-


the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced, including the acquisition of such Security by a bona fide
purchaser. The Company or the Trustee may charge the Holder for expenses in
replacing a Security.

SECTION 2.08. Outstanding Securities.

                  Securities outstanding at any time are all Securities
authenticated by the Trustee except for those canceled by it and those described
in this Section. A Security does not cease to be outstanding because the Company
or one of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If, on a redemption date or maturity date, the Paying Agent
holds money sufficient to pay Securities payable on that date, then on and after
that date such Securities cease to be outstanding and interest on them ceases to
accrue.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 2.09. Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and, upon
surrender for cancellation of the temporary Security, the Company shall execute
and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities. Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities authenticated and delivered hereunder.

SECTION 2.10. Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation.



                                      -12-


Unless the Authorizing Resolution so provides, the Company may not issue new
Securities to replace Securities that it has previously paid or delivered to the
Trustee for cancellation.

SECTION 2.11. Defaulted Interest.

                  If the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest plus any interest payable on the
defaulted interest to the persons who are Securityholders on a subsequent
special record date. The Company shall fix such special record date and a
payment date which shall be reasonably satisfactory to the Trustee. At least 15
days before such special record date, the Company shall mail to each
Securityholder a notice that states the record date, the payment date and the
amount of defaulted interest to be paid. On or before the date such notice is
mailed, the Company shall deposit with the Paying Agent money sufficient to pay
the amount of defaulted interest to be so paid. The Company may pay defaulted
interest in any other lawful manner if, after notice given by the Company to the
Trustee of the proposed payment, such manner of payment shall be deemed
practicable by the Trustee.

SECTION 2.12. Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver,
consent or notice, Securities owned by the Company or any of its Subsidiaries
shall be considered as though they are not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee actually
knows are so owned shall be so considered.

SECTION 2.13. CUSIP Numbers.

                  The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

SECTION 2.14. Deposit of Moneys.

                  Prior to 11:00 a.m. New York City time on each interest
payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments due on such interest payment date
or maturity date, as the case may be, in a timely manner which



                                      -13-


permits the Paying Agent to remit payment to the Holders on such interest
payment date or maturity date, as the case may be.

SECTION 2.15. Book-Entry Provisions for Global Security.

                  (a) Any global Security of a Series initially shall (i) be
registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Security.

                  (b) Transfers of any global Security shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the global Security may
be transferred or exchanged for definitive Securities in accordance with the
rules and procedures of the Depository. In addition, definitive Securities shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a global Security if (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for the global Security and
a successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any global Security to beneficial owners pursuant
to paragraph (b), the Registrar shall (if one or more definitive Securities are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of the global Security in an amount equal to the principal
amount of the beneficial interest in the global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more definitive Securities of like tenor and amount.



                                      -14-


                  (d) In connection with the transfer of an entire global
Security to beneficial owners pursuant to paragraph (b), the global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the global Security, an equal aggregate principal amount of
definitive Securities of authorized denominations.

                  (e) The Holder of any global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.


                                  ARTICLE THREE

                                   REDEMPTION


SECTION 3.01. Notices to Trustee.

                  Securities of a Series that are redeemable prior to maturity
shall be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

                  If the Company wants to redeem Securities pursuant to
Paragraph 5 of the Securities, it shall notify the Trustee in writing of the
redemption date and the principal amount of Securities to be redeemed. Any such
notice may be canceled at any time prior to notice of such redemption being
mailed to Holders. Any such canceled notice shall be void and of no effect.

                  If the Company wants to credit any Securities previously
redeemed, retired or acquired against any redemption pursuant to Paragraph 6 of
the Securities, it shall notify the Trustee of the amount of the credit and it
shall deliver any Securities not previously delivered to the Trustee for
cancellation with such notice.

                  The Company shall give each notice provided for in this
Section 3.01 at least 30 days before the notice of any such redemption is to be
mailed to Holders (unless a shorter notice shall be satisfactory to the
Trustee).

SECTION 3.02. Selection of Securities to be Redeemed.

                  If fewer than all of the Securities of a Series are to be
redeemed, the Trustee shall select the Securities to be redeemed by a method the
Trustee considers fair and appropriate.



                                      -15-


The Trustee shall make the selection from Securities outstanding not previously
called for redemption and shall promptly notify the Company of the serial
numbers or other identifying attributes of the Securities so selected. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than the minimum denomination for the Series.
Securities and portions of them it selects shall be in amounts equal to the
minimum denomination for the Series or an integral multiple thereof. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

SECTION 3.03. Notice of Redemption.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                  (5) that interest on Securities called for redemption ceases
         to accrue on and after the redemption date; and

                  (6) that the Securities are being redeemed pursuant to the
         mandatory redemption or the optional redemption provisions, as
         applicable.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

SECTION 3.04. Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice



                                      -16-


of redemption. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price, plus accrued interest to the redemption date.

SECTION 3.05. Deposit of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent immediately available funds sufficient to pay the
redemption price of and accrued interest on all Securities to be redeemed on
that date.

SECTION 3.06. Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for each Holder a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


SECTION 4.01. Payment of Securities.

                  The Company shall pay the principal of and interest on a
Series on the dates and in the manner provided in the Securities of the Series.
An installment of principal or interest shall be considered paid on the date it
is due, if on that date the Paying Agent holds money designated for and
sufficient to pay the installment.

                  The Company shall pay interest on overdue principal at the
rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate.

SECTION 4.02. Maintenance of Office or Agency.

                  The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.



                                      -17-


SECTION 4.03. Compliance Certificate.

                  The Company shall deliver to the Trustee within 120 days after
the end of its fiscal year an Officers' Certificate complying with Section
314(a)(4) of the TIA and stating that a review of its activities and the
activities of its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing persons with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture and further stating, as to each such person signing such
certificate, whether or not the signer knows of any failure by the Company or
any Subsidiary of the Company to comply with any conditions or covenants in this
Indenture and, if such signer does know of such a failure to comply, the
certificate shall describe such failure with particularity. The Officers'
Certificate shall also notify the Trustee should the relevant fiscal year end on
any date other than the current fiscal year end date.

SECTION 4.04. Payment of Taxes; Maintenance of Corporate Existence; Maintenance
              of Properties.

                  The Company will:

                  (a) cause to be paid and discharged all lawful taxes,
         assessments and governmental charges or levies imposed upon the Company
         and its Restricted Subsidiaries or upon the income or profits of the
         Company and its Restricted Subsidiaries or upon property or any part
         thereof belonging to the Company and its Restricted Subsidiaries before
         the same shall be in default, as well as all lawful claims for labor,
         materials and supplies which, if unpaid, might become a lien or charge
         upon such property or any part thereof; provided, however, that the
         Company shall not be required to cause to be paid or discharged any
         such tax, assessment, charge, levy or claim so long as the validity or
         amount thereof shall be contested in good faith by appropriate
         proceedings and the nonpayment thereof does not, in the judgment of the
         Company, materially adversely affect the ability of the Company and the
         Restricted Subsidiaries to pay all obligations under this Indenture
         when due; and provided further, that the Company shall not be required
         to cause to be paid or discharged any such tax, assessment, charge,
         levy or claim if, in the judgment of the Company, such payment shall
         not be advantageous to the Company in the conduct of its business and
         if the failure so to pay or discharge does not, in its judgment,
         materially adversely affect the ability of the Company and the
         Restricted Subsidiaries to pay all obligations under this Indenture
         when due;

                  (b) cause to be done all things necessary to preserve and keep
         in full force and effect the corporate existence of the Company and
         each of its Restricted Subsidiaries; provided, however, that nothing in
         this subsection (b) shall prevent a consolidation or merger of the
         Company or any Restricted Subsidiary not prohibited by the provisions
         of Article Five or any other provision or the Authorizing Resolution or
         supplemental



                                      -18-


         indenture pertaining to a Series, and the Company need not maintain the
         corporate existence of an immaterial Restricted Subsidiary; and

                  (c) at all times keep, maintain and preserve the property of
         the Company and the Restricted Subsidiaries in good repair, working
         order and condition (reasonable wear and tear excepted) and from time
         to time make all needful and proper repairs, renewals, replacements,
         betterments and improvements thereto, so that the business carried on
         in connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this subsection (c) shall
         prevent the Company from discontinuing the operation and maintenance of
         any such properties if such discontinuance is, in the judgment of the
         Company, desirable in the conduct of its business and not
         disadvantageous in any material respect to the ability of the Company
         and the Restricted Subsidiaries to pay all obligations under this
         Indenture when due.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


SECTION 5.01. When Company May Merge, etc.

                  The Company shall not consolidate with or merge with or into,
any other corporation, or transfer all or substantially all of its assets to,
any entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.



                                      -19-


                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES


SECTION 6.01. Events of Default.

                  An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any one of the
following events:

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

                  (2) default in the payment of all or any part of the principal
         or premium, if any, of any Security of such Series when and as the same
         becomes due and payable at maturity, at redemption, by declaration of
         acceleration or otherwise;

                  (3) default in the observance or performance of, or breach of,
         any covenant or agreement or warranty of the Company contained in its
         agreements or covenants in, or provisions of the Securities of such
         Series, or this 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 Securities,
         a written notice specifying such default or breach, requiring it to be
         remedies and stating that such notice is a "Notice of Default"
         hereunder;

                  (4) 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) the Company or any of its Significant Subsidiaries shall
         institute proceedings to be adjudicated a voluntary bankrupt (including
         conversion of an involuntary



                                      -20-


         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;

                  (6) (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 (6) 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);

                  (7) 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; and

                  (8) 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



                                      -21-


         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.

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

SECTION 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default with
respect to the Company resulting from sub-clauses (4) or (5) above), shall have
occurred and be continuing under the Indenture, the Trustee by notice to the
Company, or the Holders of at least 25 percent in principal amount of the
Securities of the applicable Series then outstanding by notice to the Company
and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable
on the Securities of such Series will be due and payable immediately. If an
Event of Default with respect to the Company specified in sub-clauses (4) or (5)
above occurs, all amounts due and payable on the Securities of such Series will
ipso facto become and be immediately due and payable without any declaration,
notice or other act on the part of the Trustee and the Company or any Holder.
The Holders of a majority in principal amount of the Securities of such Series
then outstanding by written notice to the Trustee and the Company may waive any
Default or Event of Default (other than any Default or Event of Default in
payment of principal or interest) with respect to such Series of Securities
under the Indenture. Holders of a majority in principal amount of the then
outstanding Securities of such Series may rescind an acceleration with respect
to such Series and its consequence (except an acceleration due to nonpayment of
principal or interest on the Securities of such Series) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived.

                  No such rescission shall extend to or shall affect any
subsequent Event of Default, or shall impair any right or power consequent
thereon.

SECTION 6.03. Other Remedies.

                  If an Event of Default on a Series occurs and is continuing,
the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the



                                      -22-


Trustee or any Securityholder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

SECTION 6.04. Waiver of Existing Defaults.

                  Subject to Section 9.02, the Holders of a majority in
principal amount of the outstanding Securities of a Series on behalf of all the
Holders of the Series by notice to the Trustee may waive an existing Default on
such Series and its consequences. When a Default is waived, it is cured and
stops continuing, and any Event of Default arising therefrom shall be deemed to
have been cured; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

                  The Holders of a majority in principal amount of the
outstanding Securities of a Series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to such Series. The Trustee,
however, may refuse to follow any direction (i) that conflicts with law or this
Indenture, (ii) that, subject to Section 7.01, the Trustee determines is unduly
prejudicial to the rights of other Securityholders, or (iii) that would involve
the Trustee in personal liability.

SECTION 6.06. Limitation on Suits.

                  A Securityholder of a Series may not pursue any remedy with
respect to this Indenture or the Series unless:

                  (1) the Holder gives to the Trustee written notice of a
         continuing Event of Default on the Series;

                  (2) the Holders of at least 25% in aggregate in principal
         amount of the outstanding Securities of the Series make a written
         request to the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) no written request inconsistent with such written request
         shall have been given to the Trustee pursuant to this Section 6.06.



                                      -23-


                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee.

                  If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal and interest remaining unpaid.

SECTION 6.09. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Securityholder to make such payments to the Trustee. Nothing herein shall be
deemed to authorize the Trustee to authorize or consent to or vote for or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder or to authorize the Trustee to vote in respect of the claim of any
Securityholder except as aforesaid for the election of the Custodian.

SECTION 6.10. Priorities.

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

         First:            to the Trustee for amounts due under Section 7.07;



                                      -24-


         Second:           to Securityholders for amounts due and unpaid on the
                           Securities for principal and interest, ratably,
                           without preference or priority of any kind, according
                           to the amounts due and payable on the Securities for
                           principal and interest, respectively; and

         Third:            to the Company as its interests may appear.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10.

SECTION 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having the
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section does not apply to a suit by the Trustee, a suit by
a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.


                                  ARTICLE SEVEN

                                     TRUSTEE


SECTION 7.01. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall, prior to the receipt of directions from the Holders of a majority
in principal amount of the Securities, exercise its rights and powers and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

                  (b)  Except during the continuance of an Event of Default:

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed



                                      -25-


         therein, upon certificates or opinions furnished to the Trustee and
         conforming to the requirements of his Indenture. The Trustee, however,
         shall examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture but need not confirm
         or investigate the accuracy of mathematical calculations or other facts
         or matters stated herein.

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section.

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05 or any other direction of the
         Holders permitted hereunder.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

                  (g) None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

SECTION 7.02. Rights of Trustee.

                  Subject to Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting on any document, resolution, certificate,
         instrument, report, or direction believed by it to be genuine and to
         have been signed or presented by the proper person.



                                      -26-


         The Trustee need not investigate any fact or matter stated in the
         document, resolution, certificate, instrument, report, or direction.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel or both,
         which shall conform to Sections 10.04 and 10.05 hereof and containing
         such other statements as the Trustee reasonably deems necessary to
         perform its duties hereunder. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on the
         Officers' Certificate, Opinion of Counsel or any other direction of the
         Company permitted hereunder.

                  (c) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care.

                  (d) The Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

                  (e) The Trustee may consult with counsel, and the written
         advice of such counsel or any Opinion of Counsel as to matters of law
         shall be full and complete authorization and protection in respect of
         any action taken, omitted or suffered by it hereunder in good faith and
         in accordance with the advice or opinion of such counsel.

                  (f) Unless otherwise specifically provided in the Indenture,
         any demand, request, direction or notice from the Company shall be
         sufficient if signed by an Officer of the Company.

                  (g) For all purposes under this Indenture, the Trustee shall
         not be deemed to have notice or knowledge of any Event of Default
         (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer
         assigned to and working in the Trustee's corporate trust office has
         actual knowledge thereof or unless written notice of any Event of
         Default is received by the Trustee at its address specified in Section
         10.02 hereof and such notice references the Securities generally, the
         Company or this Indenture.

SECTION 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.



                                      -27-


SECTION 7.04. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

                  If a Default on a Series occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Securityholder of the
Series notice of the Default (which shall specify any uncured Default known to
it) within 90 days after it occurs. Except in the case of a default in payment
of principal of or interest on a Series, the Trustee may withhold the notice if
and so long as the board of directors of the Trustee, the executive or any trust
committee of such directors and/or responsible officers of the Trustee in good
faith determine(s) that withholding the notice is in the interests of Holders of
the Series.

SECTION 7.06. Reports by Trustee to Holders.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each
Securityholder a brief report dated as of such May 15 that complies with TIA
Sections 313(a) (but if no event described in TIA Sections 313(2) has occurred
within the twelve months preceding the reporting date no report need be
transmitted). The Trustee also shall comply with TIA Sections 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be delivered to the Company and filed by the Trustee with
the SEC and each national securities exchange on which the Securities are
listed. The Company agrees to notify the Trustee of each national securities
exchange on which the Securities are listed.

SECTION 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee or predecessor trustee
from time to time reasonable compensation for their respective services subject
to any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and



                                      -28-


agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

                  To ensure the Company's payment obligations in this Section,
the Trustee shall have a claim prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of
or interest on particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01 or in connection
with Article 6 hereof, the expenses (including the reasonable fees and expenses
of its counsel) and the compensation for services in connection therewith are to
constitute expenses of administration under any bankruptcy law.

SECTION 7.08. Replacement of Trustee.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the outstanding Securities may
remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor trustee with the Company's consent. Such resignation or
removal shall not take effect until the appointment by the Securityholders or
the Company as hereinafter provided of a successor trustee and the acceptance of
such appointment by such successor trustee. The Company may remove the Trustee
and any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee for any or no
reason, including if:

                  (1) the Trustee fails to comply with Section 7.10 after
         written request by the Company or any bona fide Securityholder who has
         been a Securityholder for at least six months;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor trustee. If a successor



                                      -29-


trustee does not take office within 45 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or any Holder may petition any
court of competent jurisdiction for the appointment of a successor trustee.

                  A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.

SECTION 7.09. Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges with or into or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor trustee.

SECTION 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1). The Trustee shall have a combined
capital and surplus of at least $10,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Sections
310(b).

SECTION 7.11. Preferential Collection of Claims Against Company.

                  The Trustee shall comply with TIA Sections 311(a), excluding
any creditor relationship listed in TIA Sections 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Sections 311(a) to the extent
indicated therein.


                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE


SECTION 8.01. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.

                  (a) The Company may, at its option and at any time, elect to
have either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).



                                      -30-


                  (b) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (b), the Company shall be deemed to have
been released and discharged from its respective obligations with respect to the
outstanding Securities of a Series on the date the applicable conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
such Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
a Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of the Sections and matters under this Indenture referred to in (i) and
(ii) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned, except
for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of outstanding Securities of a Series to
receive solely from the trust fund described in paragraph (d) below and as more
fully set forth in such paragraph, payments in respect of the principal of and
interest on such Securities when such payments are due and (ii) obligations
listed in Section 8.02, subject to compliance with this Section 8.01. The
Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) below with respect to such
Securities.

                  (c) Upon the Company's exercise under paragraph (a) of the
option applicable to this paragraph (c), the Company shall be released and
discharged from the obligations under any covenant contained in Article Four and
any other covenant contained in the Authorizing Resolution or supplemental
indenture relating to such Series to the extent provided for therein, on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities of such Series shall thereafter be
deemed to be not "outstanding" for the purpose of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of a Series, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(3), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.

                  (d) The following shall be the conditions to application of
either paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

                  (1) The Company shall have irrevocably deposited in trust with
         the Trustee, pursuant to an irrevocable trust and security agreement in
         form and substance reasonably satisfactory to the Trustee, money in
         U.S. dollars or U.S. government obligations or a combination thereof in
         such amounts and at such times as are sufficient, in



                                      -31-


         the opinion of a nationally recognized firm of independent public
         accountants, to pay the principal of and interest on the outstanding
         Securities of such Series to maturity or redemption; provided, however,
         that the Trustee (or other qualifying trustee) shall have received an
         irrevocable written order from the Company instructing the Trustee (or
         other qualifying trustee) to apply such money or the proceeds of such
         U.S. government obligations to said payments with respect to the
         Securities of such Series to maturity or redemption;

                  (2) No Default or Event of Default shall have occurred and be
         continuing on the date of such deposit;

                  (3) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other material instrument or agreement to which the Company or any
         of its Subsidiaries is a party or by which it or any of their property
         is bound;

                  (4) (i) In the event the Company elects paragraph (b) hereof,
         the Company shall deliver to the Trustee an Opinion of Counsel in the
         United States, in form and substance reasonably satisfactory to the
         Trustee, to the effect that (A) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (B)
         since the Issue Date pertaining to such Series, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall state that, or
         (ii) in the event the Company elects paragraph (c) hereof, the Company
         shall deliver to the Trustee an Opinion of Counsel in the United
         States, in form and substance reasonably satisfactory to the Trustee,
         to the effect that, in the case of clauses (i) and (ii), Holders of the
         Securities of such Series will not recognize income, gain or loss for
         United States federal income tax purposes as a result of such deposit
         and the defeasance contemplated hereby and will be subject to federal
         income tax in the same amounts and in the same manner and at the same
         times as would have been the case if such deposit and defeasance had
         not occurred;

                  (5) The Company shall have delivered to the Trustee an
         Officers' Certificate, stating that the deposit under clause (1) was
         not made by the Company with the intent of preferring the Holders of
         the Securities of such Series over any other creditors of the Company
         or with the intent of defeating, hindering, delaying or defrauding any
         other creditors of the Company or others;

                  (6) The Company shall have delivered to the Trustee an Opinion
         of Counsel, reasonably satisfactory to the Trustee, to the effect that,
         (A) the trust funds will not be subject to the rights of Holders of
         Indebtedness of the Company other than the Securities of such Series
         and (B) assuming no intervening bankruptcy of the Company between the
         date of deposit and the 91st day following the deposit and that no
         Holder



                                      -32-


         of Securities of such Series is an insider of the Company, after the
         91st day following the deposit, the trust funds will not be subject to
         any applicable bankruptcy, insolvency, reorganization or similar law
         affecting creditors' rights generally; and

                  (7) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent specified herein relating to the defeasance contemplated by
         this Section 8.01 have been complied with.

                  In the event all or any portion of the Securities of a Series
are to be redeemed through such irrevocable trust, the Company must make
arrangements satisfactory to the Trustee, at the time of such deposit, for the
giving of the notice of such redemption or redemptions by the Trustee in the
name and at the expense of the Company.

                  (e) In addition to the Company's rights above under this
Section 8.01, the Company may terminate all of its obligations under this
Indenture with respect to a Series when:

                  (1) All Securities of such Series theretofore authenticated
         and delivered (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         and Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust) have been
         delivered to the Trustee for cancellation or all such Securities not
         theretofore delivered to the Trustee for cancellation have become due
         and payable and the Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust solely for that
         purpose an amount of money sufficient to pay and discharge the entire
         Indebtedness on the Securities not theretofore delivered to the Trustee
         for cancellation, for principal of and interest;

                  (2) The Company has paid or caused to be paid all other sums
         payable hereunder by the Company;

                  (3) The Company has delivered irrevocable instructions to the
         Trustee to apply the deposited money toward the payment of the
         Securities at maturity or redemption, as the case may be; and

                  (4) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, stating that all conditions
         precedent specified herein relating to the satisfaction and discharge
         of this Indenture have been complied with.



                                      -33-


SECTION 8.02. Survival of the Company's Obligations.

                  Notwithstanding the satisfaction and discharge of the
Indenture under Section 8.01, the Company's obligations in paragraph 9 of the
Securities and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05,
however, shall survive until the Securities of an applicable Series are no
longer outstanding. Thereafter, the Company's obligations in paragraph 9 of the
Securities of such Series and Sections 7.07, 8.04 and 8.05 shall survive (as
they relate to such Series).

SECTION 8.03. Application of Trust Money.

                  The Trustee shall hold in trust money or U.S. government
obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. government obligations in accordance
with this Indenture to the payment of principal of and interest on the
Securities of the defeased Series.

SECTION 8.04. Repayment to the Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Securityholders entitled to the money must look to the Company for
payment as general creditors unless applicable abandoned property law designates
another person and all liability of the Trustee or such Paying Agent with
respect to such money shall cease.

SECTION 8.05. Reinstatement.

                  If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities relating to the Series shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee is permitted to apply all such money or U.S.
government obligations in accordance with Section 8.01; provided, however, that
(a) if the Company has made any payment of interest on or principal of any
Securities of the Series because



                                      -34-


of the reinstatement of their obligations, the Company shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the
money or U.S. government obligations held by the Trustee and (b) unless
otherwise required by any legal proceeding or any order or judgment of any court
or governmental authority, the Trustee shall return all such money or U.S.
government obligations to the Company promptly after receiving a written request
therefor at any time, if such reinstatement of the Company's obligations has
occurred and continues to be in effect.


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 9.01. Without Consent of Holders.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to or consent of any
Securityholder of such Series:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Article Five;

                  (3) to provide that specific provisions of this Indenture
         shall not apply to a Series not previously issued;

                  (4) to create a Series and establish its terms;

                  (5) to provide for uncertificated Securities in addition to or
         in place of certificated Securities; and

                  (6) to make any other change that does not adversely affect
         the rights of Securityholders.

                  After an amendment under this Section 9.01 becomes effective,
the Company shall mail notice of such amendment to the Securityholders.

SECTION 9.02. With Consent of Holders.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities of a Series without notice to any Securityholder of
such Series but with the written consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each such Series affected
by the amendment. Each such Series shall vote as a separate



                                      -35-


class. The Holders of a majority in principal amount of the outstanding
Securities of any Series may waive compliance by the Company with any provision
of the Securities of such Series or of this Indenture relating to such Series
without notice to any Securityholder. Without the consent of each Securityholder
of a Series affected, however, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:

                  (1) reduce the amount of Securities of such Series whose
         Holders must consent to an amendment, supplement or waiver;

                  (2) reduce the rate of or change the time for payment of
         interest, including defaulted interest, on any Security;

                  (3) reduce the principal of or change the fixed maturity of
         any Security or alter the provisions (including related definitions)
         with respect to redemption of Securities pursuant to Article Three
         hereof or with respect to any obligations on the part of the Company to
         offer to purchase or to redeem Securities of a Series pursuant to the
         Authorizing Resolution or supplemental indenture pertaining to such
         Series;

                  (4) modify the ranking or priority of the Securities of any
         Series;

                  (5) make any change in Sections 6.04, 6.07 or this Section
         9.02;

                  (6) waive a continuing Default or Event of Default in the
         payment of the principal of or interest on any Security; or

                  (7) make any Security payable at a place or in money other
         than that stated in the Security, or impair the right of any
         Securityholder to bring suit as permitted by Section 6.07.

                  An amendment of a provision included solely for the benefit of
one or more Series does not affect the interests of Securityholders of any other
Series.

                  It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed supplement, but it
shall be sufficient if such consent approves the substance thereof.

SECTION 9.03. Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.



                                      -36-


SECTION 9.04. Revocation and Effect of Consents.

                  A consent to an amendment, supplement or waiver by a Holder
shall bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Securities of any Series
entitled to consent to any amendment, supplement or waiver, which record date
shall be at least 10 days prior to the first solicitation of such consent. If a
record date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (7) of Section 9.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

SECTION 9.05. Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

SECTION 9.06. Trustee to Sign Amendments, etc.

                  Subject to Section 7.02(b), the Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article if the
amendment, supplement or waiver does not



                                      -37-


adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing or refusing to sign
such amendment or supplemental indenture, the Trustee shall be entitled to
receive and shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.


                                   ARTICLE TEN

                                  MISCELLANEOUS


SECTION 10.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

SECTION 10.02. Notices.

                  Any order, consent, notice or communication shall be
sufficiently given if in writing and delivered in person or mailed by first
class mail, postage prepaid, addressed as follows:

                  if to the Company:

                  M.D.C. Holdings, Inc.
                  3600 South Yosemite
                  Suite 900
                  Denver, CO 80237
                  Telecopy No.: (303) 793-2760
                  Attention: Chief Financial Officer

                  if to the Trustee:

                  U.S. Bank National Association
                  180 East Fifth Street
                  St. Paul, MN 55101
                  Telecopy No.: (651) 244-0711 or 12
                  Attention: Corporate Trust Administration



                                      -38-


                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication mailed to a Securityholder shall
be mailed to him by first class mail at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it except that
notice to the Trustee shall only be effective upon receipt thereof by the
Trustee.

                  If the Company mails notice or communications to the
Securityholders, it shall mail a copy to the Trustee at the same time.

SECTION 10.03. Communications by Holders with Other Holders.

                  Securityholders may communicate pursuant to TIA Sections
312(b) with other Securityholders with respect to their rights under this
Indenture or the Securities. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA Sections 312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 10.05) stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 10.05) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants, compliance with
         which constitutes a condition precedent, if any, provided for in this
         Indenture relating to the proposed action or inaction, have been
         complied with and that any such section does not conflict with the
         terms of the Indenture.



                                      -39-


SECTION 10.05. Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

SECTION 10.06. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar or Paying Agent may make reasonable
rules for its functions.

SECTION 10.07. Legal Holidays.

                  A "Legal Holiday" is 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. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. A
"Business Day" is any day other than a Legal Holiday.

SECTION 10.08. Governing Law.

                  The laws of the State of New York shall govern this Indenture
and the Securities of each Series.

SECTION 10.09. No Adverse Interpretation of Other Agreements.

                  This 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 Indenture.



                                      -40-


SECTION 10.10. No Recourse Against Others.

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

SECTION 10.11. Successors and Assigns.

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

SECTION 10.12. Duplicate Originals.

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

SECTION 10.13. Severability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series 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 Indenture or of
such Securities.

                            [Signature Page Follows]



                                      S-1


                                   SIGNATURES

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

Dated: December   , 2002               M.D.C. HOLDINGS, INC.


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



                                      S-2


Dated: December   , 2002               U.S. Bank National Association,
                                            as Trustee


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


(SEAL)



                                                                      Exhibit  A


No.                                                   CUSIP No.:


                               [Title of Security]


M.D.C. HOLDINGS, INC., a Delaware corporation promises to pay to              or
registered assigns the principal sum of       [Dollars] on         .


                               [Title of Security]


                  Interest Payment Dates:             and

                  Record Dates            and

                  Authenticated:        Dated:


                                       M.D.C. HOLDINGS, INC.



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


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


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


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

        M.D.C. HOLDINGS, INC.
         [Title of Security]



                                       A-1


1. Interest.

                  M.D.C. HOLDINGS, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually on [ ] and [ ]
of each year until the principal is paid or made available for payment. Interest
on the Securities 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 [ ];
provided that, if there is no existing default in the payment of interest, and
if this Security 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. [Provisions as to the right of the Company to
defer interest, if any, may be set forth here. ]

2. Method of Payment.

                  The Company will pay interest on the Securities (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) to
the persons who are registered Holders of Securities at the close of business on
the [Insert record dates]. Holders must surrender Securities 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 Securities under an Indenture dated as
of December 3, 2002 ("Indenture") among the Company and the Trustee. The terms
of the Securities include those stated in the Indenture (including those terms
set forth in the Authorizing Resolution or supplemental indenture pertaining to
the Securities of the Series of which this Security is a part) 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 Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a
statement of them.

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



                                      A-2


5. Optional Redemption.

                  The Company may redeem the Securities at any time on or after
[   ], in whole or in part, at the following redemption prices (expressed as a
percentage of their principal amount), set forth below, plus together with
interest accrued and unpaid thereon to the date fixed for redemption:

                  If redeemed during the twelve-month period commencing on [   ]
and ending on [   ] in each of the following years:



                                                                           REDEMPTION
                  YEAR                                                       PRICE
                                                                        
                  [   ]....................................                    [   ]%
                  [   ]....................................                    [   ]%
                  [   ]                                                        [   ]%
                  [   ] and thereafter.....................                 100.000%


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

[Insert provisions relating to redemption at option of Holders, if any]

6. Denominations, Transfer, Exchange.

                  The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities 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 Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

7. Persons Deemed Owners.

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



                                      A-3


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 Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series. Without the consent of any
Securityholder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to create a Series and establish its terms, or to make any other
change, provided such action does not adversely affect the rights of any
Securityholder.

10. Successor Corporation.

                  When a successor corporation assumes all the obligations of
its predecessor under the Securities and the Indenture, the predecessor
corporation will be released from those obligations.

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 Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

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.



                                      A-4


14. Authentication.

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

15. Abbreviations.

                  Customary abbreviations may be used in the name of a
Securityholder 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-5


                                 ASSIGNMENT FORM


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

                  I or we assign and transfer this Security 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 Security 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 Security)

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



                                      A-6

EX-6

                                                                       EXHIBIT 6


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



                           7.0% SENIOR NOTES DUE 2012




                                   ----------

                             SUPPLEMENTAL INDENTURE

                          DATED AS OF DECEMBER 3, 2002

                                   ----------




                         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...................................................17
       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..................................................21

       Section 7.01. Confirmation of Indenture................................21
       Section 7.02. Concerning the Trustee...................................21
       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...............................22
       Section 7.08. Successors and Assigns...................................22
       Section 7.09. Duplicate Originals......................................22
       Section 7.10. Severability.............................................22




                                       -i-


                  SUPPLEMENTAL INDENTURE dated as of December 3, 2002
("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 7.0% Senior Notes due 2012,
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 "7.0% Senior
Notes due 2012." 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 December 3, 2002, 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 7.0% Senior Notes due 2012 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) Salomon Smith Barney
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, and (iii) 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 45 basis
points (0.45%), 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



                                      -13-


any unsecured Indebtedness, or of any Subsidiary which is not a Restricted
Subsidiary to create, incur, assume or guarantee any secured or unsecured
Indebtedness.

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



                                      -14-


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 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.



                                      -15-


                  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 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.



                                      -16-


                  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 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.



                                      -17-


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 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



                                      -18-


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, 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,



                                      -19-


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.

                  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



                                      -20-


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:

                           (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.



                                      -21-


                                  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.

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.



                                      -22-


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.

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.



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




                                       S-2


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.: 552676


                           7.0% Senior Notes due 2012


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

                               promises to pay to

                                   Cede & Co.

                              or registered assigns
                      the principal sum of $150,000,000 on
                                December 1, 2012.
                           7.0% Senior Notes due 2012


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


Dated: December 3, 2002

                                       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.
                           7.0% Senior Notes due 2012

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 June 1 and
December 1 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 December 3, 2002; 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 15 and November 15 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 December 3, 2002 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 45 basis
points (0.45%), 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