exv10w2



 






Exhibit 10.2




EXECUTION COPY




 





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




$1,000,000,000 aggregate principal amount of

Medium Term Senior Notes

due Nine Months or More from the Original Issue Date

and

Medium Term Subordinated Notes

due Nine Months or More from the Original Issue Date




 






Amendment
No. 2 dated as of January 9, 2006




to




Supplemental Indenture dated as of October 6, 2004




 






U.S. Bank National Association,

Trustee




 





 









 








TABLE OF CONTENTS




	 	 	 
	 	 	Page
	ARTICLE ONE — AMENDMENT TO MTN SUPPLEMENTAL INDENTURE; GENERAL
	 	2
	 
	 	 
	Section 1.01. Amendment to MTN Supplemental Indenture
	 	2
	Section 1.02. Amendment to Exhibits
	 	2
	 
	 	 
	ARTICLE TWO — MISCELLANEOUS
	 	2
	 
	 	 
	Section 2.01. Confirmation of the Indentures
	 	2
	Section 2.02. Concerning the Trustee
	 	2
	Section 2.03. Governing Law
	 	2
	Section 2.04. Counterparts
	 	2




-i-




 









 








     AMENDMENT
NO. 2 dated as of January 9, 2006 (“Amendment”), to the Supplemental
Indenture dated as of October 6, 2004, as amended by Amendment No. 1 dated as of July 18, 2005 (as
amended, the “MTN Supplemental Indenture”), by and among M.D.C. HOLDINGS, INC., a Delaware
corporation (the “Company”), the Guarantors (as defined in the MTN Supplemental Indenture)
and U.S. Bank National Association, as trustee (the “Trustee”), supplementing the Senior
Debt Securities Indenture dated as of December 3, 2002 (as further amended, modified or
supplemented from time to time in accordance therewith, the “Senior Indenture”), by and
between the Company and the Trustee, and the Senior Subordinated Debt Securities Indenture dated as
of October 6, 2004 (as further amended, modified or supplemented from time to time in accordance
therewith, the “Subordinated Indenture” and together with the Senior Indenture, the
“Indentures”), by and between the Company and 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 Senior Notes (as defined herein) and holders of Subordinated Notes (as
defined herein):



     WHEREAS, the Company and the Trustee have executed the Senior Indenture to provide for the
issuance from time to time of senior debt securities and the Subordinated Indenture to provide for
the issuance from time to time of senior subordinated debt securities (collectively, the
“Securities”) to be issued in one or more series as the applicable Indenture provided;



     WHEREAS, the Company, the Guarantors and the Trustee are parties to the MTN Supplemental
Indenture, which provides for the issuance by the Company of one series of Securities designated as
its “Medium Term Senior Notes due Nine Months or More from the Original Issue Date” (the
“Senior Notes”), substantially in the form attached as Exhibits A-1 and A-2
to the MTN Supplemental Indenture, in each case guaranteed by the Guarantors, and the Company, the
Guarantors and the Trustee have established and commenced the operation of a program to sell such
Senior Notes (the “MTN Senior Notes Program”), on the terms set forth therein;



     WHEREAS, the Company and the Trustee are parties to the MTN Supplemental Indenture, which
provides for the issuance by the Company of one series of Securities designated as its “Medium Term
Subordinated Notes due Nine Months or More from the Original Issue Date” (the “Subordinated
Notes” and together with the Senior Notes, the “Notes”), substantially in the form
attached as Exhibits B-1 and B-2 to the MTN Supplemental Indenture, and the Company
and the Trustee have established and commenced the operation of a program to sell such Subordinated
Notes (the “MTN Subordinated Notes Program” and collectively with the MTN Senior Notes
Program, the “MTN Program”), on the terms set forth therein;



     WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join them in
the execution and delivery of this Amendment in order to provide for the issuance by the Company of
up to a total of $1,000,000,000 aggregate principal amount of Notes under the MTN Program
(inclusive of Notes issued prior to the date hereof), on the terms set forth in the MTN
Supplemental Indenture;



     WHEREAS, Sections 2.01 and 9.01 of the Indentures provides that an amendment to the MTN
Supplemental Indenture may be entered into for such purpose provided certain conditions are met;



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



 









 





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



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



     NOW, THEREFORE:



     In consideration of the premises and the purchase and acceptance of (x) the Senior 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 of the Senior Notes, that the MTN Supplemental
Indenture is supplemented and amended, to the extent expressed herein, and (y) the Subordinated
Notes by the holders thereof, the Company covenants and agrees with the Trustee, for the equal and
ratable benefit of the Holders of the Subordinated Notes, that the MTN Supplemental Indenture is
supplemented and amended, to the extent expressed herein, as follows:



ARTICLE ONE




Amendment to MTN Supplemental Indenture; General




          Section 1.01. Amendment to MTN Supplemental Indenture. The MTN Supplemental Indenture
is hereby amended by replacing “$750,000,000” with “$1,000,000,000” in each of the following
places: (i) the cover page; and (ii) Article One.




          Section 1.02. Amendment to Exhibits. The exhibits attached to the MTN Supplemental
Indenture are hereby amended by replacing “$750,000,000” with “$1,000,000,000” in each of the
following places: (i) paragraph 1 [Reverse of Senior Note] of Exhibit A-1; (ii) paragraph 1
[Reverse of Senior Note] of Exhibit A-2; (iii) paragraph 1 [Reverse of Subordinated Note] of
Exhibit B-1; and (iii) paragraph 1 [Reverse of Subordinated Note] of Exhibit B-2.




ARTICLE TWO




Miscellaneous




          Section 2.01. Confirmation of the Indentures. Each of the Indentures, as supplemented
and amended by the MTN Supplemental Indenture and this Amendment, is in all respects ratified and
confirmed, and each Indenture, the MTN Supplemental Indenture and this Amendment 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 Article Seven of the Indentures shall not be modified by reason of this Amendment.




          Section 2.03. Governing Law. This Amendment shall be governed by the laws of the
State of New York.




          Section 2.04. Counterparts. This Amendment 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.




-2-









 








SIGNATURES




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



	 	 	 	 	 
	 	M.D.C. HOLDINGS, INC.

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



[Signature Page to

Amendment No. 2 to Supplemental Indenture]




 









 













	 
	GUARANTORS:

	 

	M.D.C. LAND CORPORATION

	RAH OF TEXAS, LP

	RAH TEXAS HOLDINGS, LLC

	RAH OF FLORIDA, INC.

	RICHMOND AMERICAN CONSTRUCTION, INC.

	RICHMOND AMERICAN HOMES OF ARIZONA, INC.

	RICHMOND AMERICAN HOMES OF CALIFORNIA, INC.

	RICHMOND AMERICAN HOMES OF COLORADO, INC.

	RICHMOND AMERICAN HOMES OF DELAWARE, INC.

	RICHMOND AMERICAN HOMES OF FLORIDA, LP

	RICHMOND AMERICAN HOMES OF ILLINOIS, INC.

	RICHMOND AMERICAN HOMES OF MARYLAND, INC.

	RICHMOND AMERICAN HOMES OF NEVADA, INC.

	RICHMOND AMERICAN HOMES OF NEW JERSEY, INC.

	RICHMOND AMERICAN HOMES OF PENNSYLVANIA, 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:	 	/s/ Paris G. Reece III
 	 
	 	 	Name:  	Paris G. Reece III 	 
	 	 	Title:  	An authorized officer or representative 	 
	 








[Signature Page to

Amendment No. 2 to Supplemental Indenture]




 









 








	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 	 
	By:  	/s/
Beverly A. Freeney
 	 	 
	 	Name:  	Beverly A. Freeney 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 



[Signature Page to

Amendment No. 2 to Supplemental Indenture]