exv10w1



 





EXHIBIT 10.1



PURCHASE AGREEMENT




December 6, 2004



M.D.C. Holdings, Inc.

3600 South Yosemite

Suite 900

Denver, Colorado 80237




	 	Re:	 	Distribution Agreement by and among M.D.C. Holdings, Inc., Banc of America
Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit
Suisse First Boston LLC, Comerica Securities, Deutsche Bank Securities Inc., Greenwich
Capital Markets, Inc., J.P. Morgan Securities Inc., McDonald Investments Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey Capital Markets,
UBS Securities LLC and Wachovia Capital Markets, LLC, dated October 6, 2004
(“Distribution Agreement”)




On December 6, 2004, M.D.C. Holdings, Inc. (“MDC”) and the undersigned agents (the “Agents”)
finalized terms for the issuance of $250 million of MDC’s Medium Term Senior Notes (Fixed Rate
Notes) Due 10 Years from the Original Issue Date (the “Notes”). Settlement will occur on December
14, 2004. The Notes have been priced at a fixed interest rate of 5.375% and have a stated maturity
of December 15, 2014. The Notes will be issued under the Senior Indenture dated December 3, 2002,
as supplemented, in a public offering pursuant to MDC’s currently effective shelf registration
statement, including the prospectus dated September 7, 2004, the prospectus supplement dated
October 6, 2004 and the pricing supplement dated December 6, 2004.



Pursuant to the terms of the Distribution Agreement (including the administrative procedures
attached as Exhibit A thereto) and this Purchase Agreement, the undersigned Agents agree to
purchase the aggregate principal amount of Notes set forth opposite their names below:




	 	 	 	 	 
	 	 	Principal Amount
	Name of Agent(s)
	 	at Maturity

	Citigroup Global Markets Inc.
	 	$	87,500,000	 
	J.P. Morgan Securities Inc.
	 	$	87,500,000	 
	Wachovia Capital Markets, LLC
	 	$	37,500,000	 
	Banc of America Securities LLC
	 	$	25,000,000	 
	BNP Paribas Securities Corp.
	 	$	12,500,000	 
	 
	 	 	
 	 
	Total
	 	$	250,000,000	 
	 
	 	 	
 	 





The terms of such Notes shall be as set forth below.




	 	 	 	 	 
	Interest Rate:

	 	5.375%
	 
	 	 	 	 
	Interest Payment Dates:

	 	June 15 and December 15







 









 






	 	 	 	 	 
	Regular Record Dates

	 	June 1 and December 1

	 
	 	 	 	 
	Redemption Date:
	 	In whole at any time or in part from time to time, upon not less than 30
nor more than 60 days’ notice to the holders of the Notes.

	 
	 	 	 	 
	Redemption Price(s):
	 	The greater of (i) 100% of the principal amount of the Notes being
redeemed, 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 20 basis points (0.20%), 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.

	 
	 	 	 	 
	Principal Amount:

	 	$250,000,000
	 
	 	 	 	 
	Stated Maturity:

	 	December 15, 2014

	 
	 	 	 	 
	Trade Date:

	 	December 6, 2004

	 
	 	 	 	 
	Issue Price:

	 	99.366%
	 
	 	 	 	 
	Agent’s Discount or Commission:

	 	0.625%
	 
	 	 	 	 
	Settlement Date:

	 	December 14, 2004

	 
	 	 	 	 
	Additional Terms:
	 	 	 	 





The Agents, out of their proceeds, agree to reimburse MDC in the amount of $50,000 in the aggregate
for certain of MDC’s expenses related to the offering and sale of the Notes.



The following additional definitions shall apply to the Redemption Price of the Notes:





	 	 	 	“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.
	 
	 	 	 	“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.
	 
	 	 	 	“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York
City.
	 
	 	 	 	“Reference Treasury Dealer” means (a) Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. or one of the other Agents 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, MDC will
substitute therefor another Primary Treasury Dealer, and (b) any other Primary Treasury
Dealer(s) selected by MDC.
	 
	 	 	 	“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.




The Certificate referred to in Section 6(b), the opinions of counsel referred to in Section 6(c)
and the accountants’ letter referred to in Section 6(d) of the above-mentioned Agreement will not
be required, and the holdback agreement set forth in Section 3(g) of the above-mentioned Agreement
will not be applicable.



If, on the Settlement Date, any one or more of the Agents shall fail or refuse to purchase Notes
which it or they have agreed to purchase hereunder, and the aggregate principal amount of Notes
which such defaulting Agent or Agents agreed but failed or refused to purchase is not more than
one-tenth of the aggregate principal amount of the Notes to be purchased, each non-defaulting Agent
shall be obligated severally in the proportion which the principal amount of Notes set forth
opposite its name in this Purchase Agreement bears to the aggregate principal of Notes set forth
opposite the names of all such non-defaulting Agents to purchase the Notes which such defaulting
Agent or Agents agreed but failed or refused to purchase; provided, however, that in no event shall
the principal amount of Notes which any Agent has agreed to purchase pursuant to this Purchase
Agreement be increased by an amount in excess of one-ninth of such principal amount of Notes
without the written consent of such Agent. If any Agent or Agents shall fail or refuse to purchase
Notes and the aggregate principal amount of Notes with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Notes to be purchased, and arrangements
satisfactory to the non-defaulting Agents and the Company for the purchase of such Notes are not
made within 48 hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting Agent or the Company. In any such case the non-defaulting Agents shall
have the right to postpone the Settlement Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in the Prospectus or in
any other documents or arrangements may be effected.




 









 







Any action taken under this paragraph shall not relieve any defaulting Agent from liability in
respect of any default of such Agent under this Agreement.



This Agreement and all of the rights and obligations of the parties hereto shall be governed by and
construed in accordance with the laws of the State of New York.



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




[Signature Pages Follow]




 









 








     If the foregoing is in accordance with our agreement, please indicate your acceptance hereof in the
space provided for that purpose below.


	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC.

 	 
	 	By:  	                                      /s/ Richard Moriarty
 	 
	 	 	Richard Moriarty, Managing Director 	 
	 	 	 	 
	 
	 	J.P. MORGAN SECURITIES INC.

 	 
	 	By:  	/s/ Stephen L. Sheiner
 	 
	 	 	Name:  	Stephen L. Sheiner 	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA CAPITAL MARKETS, LLC

 	 
	 	By:  	/s/ John Hines
 	 
	 	 	Authorized Signatory 	 
	 	 	John Hines

Managing Director 	 
	 
	 	BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/ Lily Chang
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	BNP PARIBAS SECURITIES CORP.

 	 
	 	By:  	/s/ Marcy S. Cohen
 	 
	 	 	Marcy S. Cohen 	 
	 	 	Authorized Signatory 	 




 









 






	 	 	 	 	 



CONFIRMED AND ACCEPTED,

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 	 	 
	 
	 	 	 
	By:  	/s/ Joseph H. Fretz
 	 	 
	 	Name:  	Joseph H. Fretz 	 	 
	 	Title:  	Secretary