Exhibit 10.12




	


Exhibit 10.12 



SUPPLEMENTAL GUARANTY 



February 12, 2004 



Bank One, NA, as
Administrative Agentfor 
the Banks 



Ladies and Gentlemen: 



        Reference
is hereby made to (i) that certain Credit Agreement dated as of July 30, 2002, among
M.D.C. Holdings, Inc., the banks from time to time parties thereto (the
“Banks”), and Bank One, NA, as Administrative Agent (the “Administrative
Agent”) for the Banks (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”) and (ii) that certain Guaranty, dated as
of July 30, 2002, executed and delivered by the Guarantors parties thereto in favor of the
Administrative Agent, for the benefit of the Banks (as amended, restated, supplemented or
otherwise modified from time to time including, without limitation that certain
Supplemental Guaranty, dated as of September 29, 2003, executed and delivered by Richmond
American Homes of Florida, LP, the “Guaranty”). Terms not defined herein which
are defined in the Credit Agreement shall have for the purposes hereof the respective
meanings provided therein. 



        In
accordance with Section 7.11 of the Credit Agreement and Paragraph 18 of the Guaranty,
each of the undersigned, RICHMOND AMERICAN HOMES OF DELAWARE, INC., a Colorado
corporation, RICHMOND AMERICAN HOMES OF ILLINOIS, INC., a Colorado corporation, RICHMOND
AMERICAN HOMES OF NEW JERSEY, INC., a Colorado corporation, and RICHMOND AMERICAN HOMES OF
PENNSYLVANIA, INC., a Colorado corporation, hereby elect to be a “Guarantor” for
all purposes of the Credit Agreement and the Guaranty, respectively, effective from the
date hereof. 



        Without
limiting the generality of the foregoing, each of the undersigned hereby agree to perform
all the obligations of a Guarantor under, and to be bound in all respects by the terms of,
the Guaranty, to the same extent and with the same force and effect as if each of the
undersigned were a direct signatory thereto. 



        This
Supplemental Guaranty shall be construed in accordance with and governed by the internal
laws of the State of Illinois (but otherwise without regard to the conflict of laws
provisions). 







        IN
WITNESS WHEREOF, this Supplemental Guaranty has been duly executed by the undersigned as
of the 12th day of February, 2004. 



        
                
                
                
                
RICHMOND AMERICAN HOMES OF DELAWARE, INC.  










	 	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President








	


        
                
                
                
                
RICHMOND AMERICAN HOMES OF ILLINOIS, INC. 











	 	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President









	


        
                
                
                
                
RICHMOND AMERICAN HOMES OF NEW JERSEY, INC. 









	 	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President








	


        
                
                
                
                
RICHMOND AMERICAN HOMES OF

        
                
                
                
                
PENNSYLVANIA, INC.  










	 	By:  /s/ John J. Heaney

________________________________

Name:  John J. Heaney

Title:    Vice President








	


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