Exhibit 4.6




	


Exhibit 4.6 



THIRD SUPPLEMENTAL
INDENTURE 
7.0% Senior Notes Due
2012 



        THIRD
SUPPLEMENTAL INDENTURE, dated as of February 12, 2004, (this “Third Supplemental
Indenture”), by and among M.D.C. Holdings, Inc., a Delaware corporation (the
“Company”), U.S. Bank National Association, as Trustee (the
“Trustee”), and the following wholly owned subsidiaries of the Company:
(i) Richmond American Homes of Delaware, Inc., a Colorado corporation; (ii) Richmond
American Homes of Illinois, Inc., a Colorado corporation; (iii) Richmond American Homes of
New Jersey, a Colorado corporation (formerly known as Richmond American Homes One, Inc.);
and (iv) Richmond American Homes of Pennsylvania, Inc., a Colorado corporation ((i), (ii),
(iii), and (iv) collectively, the “Additional Guarantors”, and together
with the Prior Guarantors (as defined below) the “Guarantors”).
Capitalized terms not defined herein shall have the meanings given to them in the
Indenture (as defined below). 



WITNESSETH: 



        WHEREAS,
the Company and the Trustee executed a Senior Debt Securities Indenture dated as of
December 3, 2002 (the “Base Indenture”), to provide for the issuance of
the Company’s Senior Debt Securities (the “Notes”); 



        WHEREAS,
the Company and the Trustee executed a Supplemental Indenture, dated as of December 3,
2002 (the “First Supplemental Indenture”), among themselves and each of
the following wholly owned subsidiaries of the Company (the “First Supplemental
Guarantors”): M.D.C. Land Corporation, a Colorado corporation, RAH of Texas, LP,
a Colorado limited partnership, RAH Texas Holdings, LLC, a Colorado limited liability
company, Richmond American Construction, Inc., a Delaware corporation, Richmond American
Homes of Arizona, Inc., a Delaware corporation, Richmond American Homes of California,
Inc., a Colorado corporation, Richmond American Homes of California (Inland Empire), Inc.,
a Colorado corporation, Richmond American Homes of Colorado, Inc., a Delaware corporation,
Richmond American Homes of Maryland, Inc., a Maryland corporation, Richmond American Homes
of Nevada, Inc., a Colorado corporation, Richmond American Homes of Texas, Inc., a
Colorado corporation, Richmond American Homes of Utah, Inc., a Colorado corporation,
Richmond American Homes of Virginia, Inc., a Virginia corporation, and Richmond American
Homes of West Virginia, Inc., a Colorado corporation; 



        WHEREAS,
the Company and the Trustee executed a Second Supplemental Indenture, dated as of
September 29, 2003 (the “Second Supplemental Indenture”, and together
with the First Supplemental Indenture and the Base Indenture, the
“Indenture”), among themselves and Richmond American Homes of Florida LP,
a Colorado limited partnership and a wholly owned subsidiary of the Company (together with
the First Supplemental Guarantors, the “Prior Guarantors”); 



        WHEREAS,
concurrently with the execution and delivery of this Third Supplemental Indenture, the
Additional Guarantors are guaranteeing the obligations of the Company under the Second
Amended and Restated Credit Agreement dated as of July 30, 2002, and are therefore
obligated to guarantee the obligations of the Company under the Notes pursuant to Section
4.03 of the First Supplemental Indenture; 







        WHEREAS,
the Additional Guarantors wish to guarantee the obligations of the Company under the Notes
on the same terms that the Prior Guarantors have guaranteed the obligations of the Company
under the Notes; 



        WHEREAS,
the Company has requested that the Trustee execute and deliver this Third Supplemental
Indenture pursuant to Section 9.01 of the Base Indenture; and 



        WHEREAS,
all requirements necessary to make this Third Supplemental Indenture a valid instrument in
accordance with its terms have been performed and the execution and delivery of this Third
Supplemental Indenture has been duly authorized in all respects by the Company and the
Additional Guarantors. 



        NOW,
THEREFORE, the Company and the Additional Guarantors covenant and agree with the Trustee
as follows: 



ARTICLE I 



GUARANTEE OF NOTES AND
RELATED PROVISIONS 



        SECTION
1.01. Unconditional Guarantee. The Additional Guarantors shall execute and deliver
to the Trustee the following Guarantee, and shall be jointly and severally liable with any
other Guarantor for their obligations under such Guarantee. 



(FORM OF GUARANTEE) 










	 	
Each
of 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 






	


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Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of
the Supplemental Indenture. 






	 	
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. 






	


        SECTION
1.02. Execution of Guarantee. To evidence the Guarantee specified in Section 1.01,
the Additional Guarantors hereby agree to execute the Guarantee in substantially the form
set forth above, and to deliver such Guarantee to the Trustee, which shall deliver such
Guarantee to each Holder as an endorsement to the Notes held by such Holder, or
alternatively hold such Guarantee on behalf of each such Holder. 



ARTICLE II 



MISCELLANEOUS 



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



        SECTION
2.02. Concerning the Trustee. The rights and duties of the Trustee set forth in the
Indenture shall not be modified by reason of this Third Supplemental Indenture. 



        SECTION
2.03. Governing Law. This Third Supplemental Indenture, the Indenture, the Notes,
and the Guarantee shall be governed by the laws of the State of New York. 



        SECTION
2.04. Separability. In case any one or more of the provisions contained in this
Third 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 Third Supplemental Indenture, but this Third
Supplemental Indenture shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 



        SECTION
2.05. Counterparts. This Third 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. 



[Remainder of page
intentionally left blank] 



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        IN
WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year first above written. 



M.D.C. HOLDINGS, INC.










	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Senior Vice President and Treasurer
	




U.S. BANK NATIONAL ASSOCIATION, as Trustee



	By:  /s/ Lori Anne Rosenberg

________________________________

Name:  Lori Anne Rosenberg

Title:    Assistant Vice President
	




RICHMOND AMERICAN HOMES OF DELAWARE, INC.



	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President and Treasurer
	




RICHMOND AMERICAN HOMES OF ILLINOIS, INC.



	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President and Treasurer
	




RICHMOND AMERICAN HOMES OF NEW JERSEY, INC.



	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President and Treasurer
	




RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC.



	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President and Treasurer
	




	


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