<PAGE>
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY


                                  $500,000,000
                              M.D.C. HOLDINGS, INC.
                            MEDIUM-TERM SENIOR NOTES
                         MEDIUM-TERM SUBORDINATED NOTES
                             DISTRIBUTION AGREEMENT


                                                              New York, New York
                                                                 October 6, 2004


<Table>
<S>                                                          <C>
Citigroup Global Markets Inc.                                Greenwich Capital Markets, Inc.
388 Greenwich Street                                         600 Steamboat Road
New York, New York  10013                                    Greenwich, Connecticut  06830

Banc of America Securities LLC                               J.P. Morgan Securities Inc.
214 North Tryon Street                                       270 Park Avenue, 8th Floor
NC1-027-14-01                                                New York, New York  10017
Charlotte, North Carolina  28255

BNP Paribas                                                  McDonald Investments Inc.
787 Seventh Avenue                                           127 Public Square, 4th Floor
New York, New York  10019                                    Mail Code:  OH-01-27-0406
                                                             Cleveland, Ohio 44114

Credit Suisse First Boston LLC                               Merrill Lynch, Pierce Fenner & Smith
11 Madison Avenue, 5th Floor                                                Incorporated
New York, New York  10010                                    4 World Financial Center
                                                             New York, New York  10080

Comerica Securities                                          SunTrust Robinson Humphrey Capital Markets
211 West Forth Street, 3rd Floor                             303 Peachtree Street, NE
Mail Code:  3089                                             23rd Floor, MC: GA-ATL-3939
Detroit, Michigan 48226                                      Atlanta, Georgia  30308

Deutsche Bank Securities Inc.                                UBS Securities LLC
60 Wall Street, 45th Floor                                   677 Washington Boulevard
New York, New York  10005                                    Stamford, Connecticut  06901

                                                             Wachovia Capital Markets, LLC
                                                             301 South College Street
                                                             NC0606
                                                             Charlotte, North Carolina  28288
</Table>


<PAGE>


Ladies and Gentlemen:

          M.D.C. Holdings, Inc., a Delaware corporation (the "Company"),
confirms its agreement with each of you (each an "Agent" and, together with the
additional agents which may become a party hereto pursuant to Section 13, the
"Agents") with respect to the issuance and sale by the Company of up to
$500,000,000 aggregate public offering price of its Medium-Term Senior Notes Due
Nine Months or More from the Original Issue Date (the "Senior Notes") and 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").
The Senior Notes are to be issued from time to time pursuant to an indenture
dated as of December 3, 2002, between the Company and U.S. Bank National
Association, as trustee (the "Trustee"), and a supplemental indenture dated as
of the date hereof by and among the Company, certain subsidiaries of the Company
and the Trustee (such indenture, as supplemented by such supplemental indenture
or such authorizing resolution, the "Senior Indenture"). The Subordinated Notes
are to be issued from time to time pursuant to an indenture dated as of October
6, 2004 between the Company and the Trustee, and a supplemental indenture dated
as of the date hereof by and among the Company, certain subsidiaries of the
Company and the Trustee (such indenture, as supplemented by such supplemental
indenture or an authorizing resolution, the "Subordinated Indenture" and
together with the Senior Indenture, the "Indentures"). The Company's obligations
under the Senior Indenture and the Senior Notes will be unconditionally
guaranteed (the "Guarantees"), jointly and severally, by each of the wholly
owned subsidiaries of the Company listed on the signature pages hereof (the
"Guarantors"). The Senior Notes and the Guarantees and the Subordinated Notes
are collectively referred to herein as the "Securities." The Company and the
Guarantors are collectively referred to herein as the "Issuers".

          The Notes shall have the maturity dates, applicable interest rates or
interest rate formulas, issue prices, redemption and repayment provisions and
other terms set forth in the Prospectus referred to in Section 1(a) as it may be
amended or supplemented from time to time, including any supplement providing
for the interest rate, maturity and other terms of any Note (a "Pricing
Supplement"). The Notes will be issued, and the terms thereof established, from
time to time, by the Company in accordance with the applicable Indenture and the
Procedures (as defined in Section 2(f)). This Distribution Agreement (this
"Agreement") shall apply only to sales of the Notes and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.

          Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Notes directly to investors on
its own behalf, and to designate and select additional agents in accordance with
Section 13, the Company hereby (i) appoints each of the Agents as the agent of
the Company for the purpose of soliciting and receiving offers to purchase Notes
from the Company and (ii) agrees that whenever the Company determines to sell
Notes directly to an Agent as principal, it will enter into a separate agreement
(each a "Purchase Agreement"). Each such Purchase Agreement, whether oral (any
such oral agreement shall be confirmed in writing, which may be by facsimile or
other electronic transmission) or in writing, shall be with respect to such
information (as applicable) as specified in Exhibit B hereto, relating to such
sale in accordance with Section 2(e).


                                      -2-
<PAGE>

          Certain capitalized terms have the meanings given to them in Section
17. Any reference herein to the "Registration Statement" or the "Prospectus"
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act
on or before the Effective Date of the Registration Statement or the issue date
of such Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement
or the Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of any Prospectus, as the case may be, deemed to be
incorporated therein by reference. Notwithstanding the foregoing, for purposes
of this Agreement any prospectus supplement prepared or filed with respect to
any offering pursuant to the Registration Statement of securities other than the
Notes shall not be deemed to have supplemented the Prospectus.

SECTION 1. REPRESENTATIONS AND WARRANTIES

          The Issuers in respect of the Senior Notes, jointly and severally,
represent and warrant, and the Company in respect of the Subordinated Notes
represents and warrants, to each Agent as of the Commencement Date (as defined
in Section 2(g)) and as of the times referred to in Section 6(a) and Section
6(b) to each Agent participating in such sale (the Commencement Date and each
such time being hereinafter sometimes referred to as a "Representation Date"),
as follows:

          (a) The Company meets the requirements for use of Form S-3 under the
Act and has prepared and filed with the Securities and Exchange Commission (the
"Commission") a registration statement (file number 333-117319) on Form S-3,
including a related base prospectus, for the registration under the Act of the
offering and sale of the Securities. The Registration Statement has become
effective under the Act. The Company may have filed one or more amendments
thereto, each of which has previously been furnished to you. The Company will
next file with the Commission one of the following: (1) a final prospectus
(including a prospectus supplement) in accordance with Rules 430A and 424(b), or
(2) a final prospectus (including a prospectus supplement) in accordance with
Rules 415 and 424(b). In the case of clause (1), the Company has included in
such registration statement, as amended at the Commencement Date, all
information (other than Rule 430A Information) required by the Act and the rules
thereunder to be included in such registration statement and the Prospectus. As
filed, such amendment and form of final prospectus, or such final prospectus,
shall contain all Rule 430A Information, together with all other such required
information, and, except to the extent the Agents shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to you
prior to the Commencement Date or, to the extent not completed at the
Commencement Date, shall contain only such specific additional information and
other changes as the Company has advised you, prior to the Commencement Date,
will be included or made therein. If the Registration Statement contains the
undertaking specified by Regulation S-K Item 512(a), the Registration Statement,
at the Commencement Date, meets the requirements set forth in Rule 415(a)(1)(x).

          (b) The Registration Statement, on the Effective Date and on the date
of the Prospectus and each amendment or supplement thereto, and the Prospectus
and each amendment or supplement thereto, at their respective dates, did and
will comply in all material respects with



                                      -3-
<PAGE>

the applicable requirements of the Act, the Exchange Act and the Trust Indenture
Act and the respective rules thereunder; on the Effective Date and at the
Commencement Date, the Registration Statement did not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; on the Effective Date and on the Commencement Date, the Indentures
did and will comply in all material respects with the requirements of the Trust
Indenture Act and the rules thereunder; and neither the Prospectus nor any
amendment or supplement thereto, on any date of filing thereof or on the
Commencement Date, did or will contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with information
furnished herein or in writing to the Company by or on behalf of any Agent
specifically for inclusion in the Registration Statement or the Prospectus (or
any amendment or supplement thereto).

          (c) Each Issuer and its subsidiaries has been duly organized and is
validly existing in good standing under the laws of the jurisdiction in which it
is chartered or organized with full power and authority to own or lease, as the
case may be, and to operate its properties and conduct its business as described
in the Prospectus, and is duly qualified to do business and is in good standing
under the laws of each jurisdiction which requires such qualification, except in
each case as would not, singly or in the aggregate, have a material adverse
effect on the condition (financial or otherwise), prospects, earnings, business
or properties of the Company and its subsidiaries, taken as a whole, whether or
not arising from transactions in the ordinary course of business (a "Material
Adverse Effect"), except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto subsequent to the Commencement Date).

          (d) All the outstanding shares of capital stock of each of the
Company's significant subsidiaries (as defined by Rule 1-02 of Regulation S-X
under the Exchange Act) (the "Significant Subsidiaries") have been duly and
validly authorized and issued and are fully paid and nonassessable, and, except
as otherwise set forth in the Prospectus or as may be required by applicable
law, all outstanding shares of capital stock of the Significant Subsidiaries are
owned by the Company either directly or through wholly owned subsidiaries free
and clear of any perfected security interest or any other security interests,
claims, liens or encumbrances.

          (e) The Company's authorized equity capitalization is as set forth in
the Prospectus. The Securities conform in all material respects to the
description thereof contained in the Prospectus. The Securities being sold
hereunder by the Company shall be on the Representation Date "covered
securities" as defined under Section 18(b)(1) of the Act, or to the extent such
Securities are not "covered securities" on the Commencement Date, such
Securities shall be "covered securities" on the Representation Date.

          (f) There is no franchise, contract or other document of a character
required to be described in the Registration Statement or Prospectus, or to be
filed as an exhibit thereto,


                                      -4-
<PAGE>


which is not described or filed as required. The statements in the Prospectus
under the headings "Description of Notes," "Description of Debt Securities" and
"Plan of Distribution" fairly summarize the matters therein described.

          (g) This Agreement has been, and each Purchase Agreement when executed
and delivered pursuant to this Agreement will be, duly authorized, executed and
delivered by each Issuer and this Agreement constitutes, and each Purchase
Agreement to be executed and delivered pursuant to this Agreement will
constitute, a valid and binding obligation of each Issuer enforceable in
accordance with their terms.

          (h) The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as described
in the Prospectus, will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended.

          (i) No consent, approval, authorization, filing with or order of any
court or governmental agency or body is required in connection with the
transactions contemplated herein, except such as have been obtained under the
Act and such as may be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Securities by the Agents in
the manner contemplated herein and in the Prospectus.

          (j) Neither the issue and sale of the Securities nor the consummation
of any other of the transactions herein contemplated nor the fulfillment of the
terms hereof will conflict with, result in a breach or violation of, or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of
the Company or any of its subsidiaries, (ii) the terms of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which the
Company or any of its subsidiaries is a party or bound or to which its or their
property is subject, or (iii) any statute, law, rule, regulation, judgment,
order or decree applicable to the Company or any of its subsidiaries of any
court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Company or any of its subsidiaries
or any of its or their properties, except, in the case of clause (ii) or (iii),
as would not, singly or in the aggregate, have a Material Adverse Effect.

          (k) No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.

          (l) The consolidated historical financial statements of the Company
and its consolidated subsidiaries included in the Prospectus and the
Registration Statement present fairly in all material respects the financial
condition, results of operations and cash flows of the Company as of the dates
and for the periods indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved (except as otherwise noted therein). The selected financial
data set forth under the caption "Summary -- Selected Financial and Other Data"
in the Prospectus fairly present, on the basis stated in the Prospectus, the
information included therein.



                                      -5-
<PAGE>

          (m) No action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries or its or their property is pending or, to the best
knowledge of the Company, threatened that (i) could reasonably be expected to
have a material adverse effect on the performance of this Agreement or the
consummation of any of the transactions contemplated hereby or (ii) could
reasonably be expected to have a Material Adverse Effect.

          (n) Each of the Company and each of its subsidiaries owns or leases
all such properties as are necessary to the conduct of its operations as
presently conducted, except as would not have a Material Adverse Effect.

          (o) Neither the Company nor any subsidiary is in violation or default
of (i) any provision of its charter or bylaws, (ii) the terms of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which it is a
party or bound or to which its property is subject, or (iii) any statute, law,
rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its properties, as
applicable, except, in the case of clause (ii) or (iii), as would not, singly or
in the aggregate, have a Material Adverse Effect.

          (p) To the Issuers' knowledge, Ernst & Young LLP, who has certified
certain financial statements of the Company and its consolidated subsidiaries
and delivered their report with respect to the audited consolidated financial
statements included in the Prospectus, are independent public accountants with
respect to the Company within the meaning of the Act and the applicable
published rules and regulations thereunder. To the Issuers' knowledge, Ernst &
Young LLP is not in violation of the auditor independence requirements of the
Sarbanes-Oxley Act of 2002 with respect to the Company.

          (q) There are no material transfer taxes or other similar fees or
charges under Federal law or the laws of any state, or any political subdivision
thereof, required to be paid in connection with the execution and delivery of
this Agreement or the issuance or sale by any Issuer of the Securities.

          (r) The Company and its subsidiaries have filed all foreign, federal,
state and local tax returns that are required to be filed or has requested
extensions thereof (except in any case in which the failure so to file would not
have a Material Adverse Effect) and have paid all taxes required to be paid by
them and any other assessment, fine or penalty levied against them, to the
extent that any of the foregoing is due and payable, except for any such
assessment, fine or penalty that is currently being contested in good faith or
as would not have a Material Adverse Effect.

          (s) No labor problem or dispute with the employees of the Company or
any of its subsidiaries exists or is threatened or imminent, and the Company is
not aware of any existing or imminent labor disturbance by the employees of any
of its or its subsidiaries' principal suppliers, contractors or customers, that,
in either case, could have a Material Adverse Effect.



                                      -6-
<PAGE>

          (t) The Company and each of its subsidiaries are insured against such
losses and risks and in such amounts as are prudent and customary in the
businesses in which they are engaged; all policies of insurance and fidelity or
surety bonds insuring the Company or any of its subsidiaries or their respective
businesses, assets, employees, officers and directors are in full force and
effect; the Company and its subsidiaries are in compliance with the terms of
such policies and instruments in all material respects.

          (u) Except as described in or contemplated by the Prospectus, no
Restricted Subsidiary (as defined in the applicable Indenture) of the Company
(other than any Finance Subsidiary, as defined in the Supplemental Indenture) is
currently materially restricted, directly or indirectly, from paying any
dividends to the Company, from making any other distribution on such
subsidiary's capital stock, from repaying to the Company any loans or advances
to such subsidiary from the Company or from transferring any of such
subsidiary's property or assets to the Company or any other subsidiary of the
Company, in any case, to any extent that the Company deems necessary.

          (v) The Company and its subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess any such license,
certificate, permit or authorization would not, singly or in the aggregate, have
a Material Adverse Effect. Neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or modification of
any such license, certificate, permit or authorization which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a Material Adverse Effect.

          (w) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that, in
all material respects, (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management's general
or specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

          (x) The Company has not taken, directly or indirectly, any action
designed to or which has constituted or which might reasonably be expected to
cause or result, under the Exchange Act or otherwise, in stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities.

          (y) Except as would not, singly or in the aggregate, have a Material
Adverse Effect, the Company and its subsidiaries (i) are in compliance with any
and all applicable federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii)
have received and are in compliance with all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) except as set forth in the Prospectus, have not
received notice of any actual or potential liability for the investigation or
remediation of any disposal or release of hazardous or



                                      -7-
<PAGE>

toxic substances or wastes, pollutants or contaminants. Except as set forth in
the Prospectus, neither the Company nor any of its subsidiaries has been named
as a "potentially responsible party" under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended.

          (z) Each of the Company and its subsidiaries has fulfilled its
obligations, if any, under the minimum funding standards of Section 302 of the
United States Employee Retirement Income Security Act of 1974 ("ERISA") and the
regulations and published interpretations thereunder with respect to each "plan"
(as defined in Section 3(3) of ERISA and such regulations and published
interpretations) in which employees of the Company and its subsidiaries are
eligible to participate and each such plan is in compliance in all material
respects with the presently applicable provisions of ERISA and such regulations
and published interpretations. The Company and its subsidiaries have not
incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other
than for the payment of premiums in the ordinary course) or to any such plan
under Title IV of ERISA.

          (aa) The Company and its subsidiaries own, possess, license or have
other rights to use, on reasonable terms, all material patents, patent
applications, trade and service marks, trade and service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets, technology,
know-how and other intellectual property (collectively, the "Intellectual
Property") necessary for the conduct of the Company's business as now conducted
or as proposed in the Prospectus to be conducted.

          (bb) Except as disclosed in the Registration Statement and the
Prospectus, the Company (i) does not have any material lending or other
relationship with any bank or lending affiliate of any Agent and (ii) does not
intend to use any of the proceeds from the sale of the Securities hereunder to
repay any outstanding debt owed to any affiliate of any Agent.

          (cc) (i) The Indentures have been duly authorized, executed and
delivered by the Issuers and, assuming due authorization, execution and delivery
by the Trustee, each Indenture constitutes the valid and legally binding
obligation of the Issuers, enforceable against the Issuers in accordance with
its terms, and (ii) the Securities have been validly authorized for issuance and
sale pursuant to this Agreement and, when the terms of the Securities and of
their issue and sale have been duly established in accordance with the
applicable Indenture, this Agreement and the applicable Purchase Agreement, if
any, and the Securities have been duly executed, authenticated, delivered and
paid for as provided in this Agreement, the applicable Indenture and the
applicable Purchase Agreement, if any, the Securities will be validly issued and
outstanding, and will constitute valid and legally binding obligations of the
Company entitled to the benefits of the applicable Indenture and enforceable
against the Company in accordance with their respective terms and the terms of
the applicable Indenture, except, with respect to the applicable Indenture and
the Securities, to the extent enforceability thereof may be limited by (A)
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws now or hereafter in effect relating to or affecting the enforcement
of creditors' rights generally and (B) by the effect of general principles of
equity (regardless of whether enforceability is considered in a proceeding in
equity or at law). The Indentures and the Securities conform and will conform in
all material respects to the statements relating thereto contained in the
Prospectus and are substantially in the form filed or incorporated by reference,
as the case may be, as an exhibit to the Registration Statement.



                                      -8-
<PAGE>


          (dd) Immediately after any sale of Securities by the Company hereunder
or under any Purchase Agreement, the aggregate amount of Securities which shall
have been issued and sold by the Company hereunder or under any Purchase
Agreement and of any debt securities of the Company (other than such Securities)
that shall have been issued and sold pursuant to the Registration Statement will
not exceed the amount of debt securities registered under the Registration
Statement.


SECTION 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL

          (a) Appointment. Subject to the terms and conditions stated herein,
each Agent agrees to use its commercially reasonable efforts, acting solely as
agent for the Company and not as principal, to solicit offers to purchase the
Securities upon the terms and conditions set forth in the Prospectus. In
connection therewith, each Agent will use the Prospectus (as amended or
supplemented from time to time) in the form most recently furnished to such
Agent by the Company, and will solicit purchases of the Securities in accordance
with the Act, the rules and regulations thereunder and the applicable securities
laws or regulations of any other applicable jurisdiction (including non-U.S.
jurisdictions) in which an Agent offers or sells any Security. Each Agent may,
but shall not be obligated to, unless otherwise agreed, purchase Securities from
the Company as principal for purposes of resale, as more fully described in
Section 2(e).

          The Company expressly reserves the right to sell Securities directly
to investors, provided that such sales are made in compliance with all
applicable laws, in which case the Agents shall not receive any commission with
respect to such sale.

          (b) Suspension of Solicitation. The Company reserves the right, in its
sole discretion, to suspend solicitation of offers to purchase the Securities at
any time for any period of time or indefinitely. After receipt of written notice
from the Company, the Agents will suspend, not later than the beginning of the
next business day, the solicitation of offers to purchase Securities from the
Company until such time as the Company has advised the Agents that such
solicitation may be resumed.

          Upon receipt of notice from the Company as contemplated by Section
3(b), each Agent shall suspend its solicitation of offers to purchase Securities
until such time as the Company shall have furnished such Agent with an amendment
or supplement to the Registration Statement or the Prospectus, as the case may
be, contemplated by Section 3(b) and shall have advised such Agent that such
solicitation may be resumed.

          (c) Agent's Commission. Promptly upon the closing of the sale of any
Securities sold by the Company as a result of a solicitation made by or offer to
purchase received by an Agent, the Company agrees to pay such Agent a
commission, which may take the form of a discount, which shall be agreed by the
Company and such Agent and set forth in the applicable Pricing Supplement.
Except as otherwise provided in the Prospectus, without the consent of the
Company, no Agent may reallow any portion of the commission payable pursuant to
any applicable Pricing Supplement to dealers or purchasers in connection with
the offer and sale of any Securities.



                                      -9-
<PAGE>

          (d) Solicitation of Offers. The Agents are authorized to solicit
offers to purchase the Securities only in denominations as are specified in the
Prospectus at a purchase price as shall be specified by the Company. Each Agent
shall communicate to the Company, orally or in writing, each reasonable offer to
purchase Securities received by it as an Agent. The Company shall have the sole
right to accept offers to purchase the Securities and may reject any such offer
in whole or in part. If the Company accepts or rejects an offer, in whole or in
part, the Company will promptly notify the applicable Agent. Each Agent shall
have the right, in its discretion reasonably exercised, to reject any offer to
purchase the Securities received by it, in whole or in part, and any such
rejection shall not be deemed a breach of its agreement contained herein.

          In connection with the solicitation of offers to purchase Securities,
the Agents are not authorized to provide any written information relating to the
Company to any prospective purchaser other than the Prospectus.

          The purchase price, interest rate, maturity date and other terms of
the Securities agreed upon by the Company shall be set forth in a Pricing
Supplement to the Prospectus to be prepared following each acceptance by the
Company of an offer to purchase Securities. Except as may be otherwise provided
in any Pricing Supplement to the Prospectus, the Securities will be issued in
denominations of U.S. $1,000 or any amount in excess thereof which is an
integral multiple of U.S. $1,000. Each Agent acknowledges and agrees that any
funds which such Agent receives in respect of a purchase of Securities, which
purchase has been solicited by such Agent, as agent of the Company, will be
received, held and disposed of by such Agent, as agent of the Company.

          No Security which the Company has agreed to sell pursuant to this
Agreement shall be deemed to have been purchased and paid for, or sold by the
Company, until such Security shall have been delivered to the purchaser thereof
against payment by such purchaser.

          The Company shall not sell or approve the solicitation of offers for
the purchase of Securities in excess of the amount which shall be authorized by
the Company from time to time or in excess of the aggregate initial offering
price of Securities registered pursuant to the Registration Statement. The
Agents shall have no responsibility for maintaining records with respect to the
aggregate initial offering price of Securities sold, or of otherwise monitoring
the availability of Securities for sale, under the Registration Statement.

          Each Agent shall use its reasonable best efforts to assist the Company
in obtaining performance by each purchaser whose offer to purchase Securities
from the Company has been solicited by such Agent and accepted by the Company,
but such Agent shall have no liability to the Company in the event that any such
purchase is not consummated for any reason (other than a breach by such Agent of
its obligations under this Agreement). If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer has been solicited
by such Agent on an agency basis and accepted by the Company, the Company shall
hold such Agent harmless against any loss, claim or damage arising from or as a
result of such default by the Company.



                                      -10-
<PAGE>

          The Company and the Agents agree that any Securities, the placement of
which an Agent arranges as an agent of the Company, shall be placed by such
Agent in reliance on the representations, warranties, covenants and agreements
of the Company contained herein and on the terms and conditions and in the
manner provided herein.

          (e) Purchases as Principal. Unless otherwise agreed, no Agent shall
have any obligation to purchase Securities from the Company as principal, but
any Agent, severally and not jointly, may agree from time to time to purchase
Securities as principal. Each sale of Securities to any Agent as principal shall
be made in accordance with the terms of this Agreement and a Purchase Agreement,
whether oral (and confirmed in writing by the Agent and the Company within 24
hours thereafter, which may be by facsimile or other electronic transmission) or
in writing, which will provide for the sale of such Securities to, and the
purchase thereof by, such Agent. A Purchase Agreement may also specify certain
provisions relating to the reoffering of such Securities by such Agent. The
commitment of any Agent to purchase Securities from the Company as principal
shall be deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject to the terms and
conditions herein set forth. Each Purchase Agreement shall specify the principal
amount and terms of the Securities to be purchased by an Agent, the time and
date (each such time and date being referred to herein as a "Time of Delivery")
and place of delivery of and payment for such Securities and such other
information (as applicable) as is set forth in Exhibit B hereto. The Company
agrees that if an Agent purchases Securities as principal for resale, such Agent
shall receive such compensation, in the form of a discount or otherwise, as
shall be indicated in the applicable Purchase Agreement. To the extent described
in the Prospectus, the Agents may utilize a selling or dealer group in
connection with the resale of the Securities purchased. Such Purchase Agreement
shall also specify the requirements, if any, for delivery of opinions of
counsel, accountants' letters and officers' certificates pursuant to Section 5.

          (f) Administrative Procedures. Administrative procedures respecting
the sale of Securities (the "Procedures") are set forth in Exhibit A hereto and
may be amended in writing from time to time by the Agents, the Trustee and the
Company. Each Agent and the Company agree to perform the respective duties and
obligations specifically provided to be performed by each of them herein and in
the Procedures. The Procedures shall apply to all transactions contemplated
hereunder including sales of Securities to any Agent as principal pursuant to a
Purchase Agreement unless otherwise set forth in such Purchase Agreement.

          (g) Delivery of Documents. The documents required to be delivered by
Section 5 shall be delivered at the offices of Cahill Gordon & Reindel LLP, 80
Pine Street, New York, New York 10005, not later than 4:00 P.M., New York time,
on the date of this Agreement or at such later time as may be mutually agreed
upon by the Company and the Agents, which in no event shall be later than the
time at which the Agents commence solicitation of offers to purchase Securities
hereunder (the "Commencement Date").

SECTION 3. COVENANTS OF THE COMPANY

          The Company covenants and agrees:



                                      -11-
<PAGE>

          (a) During any Marketing Period (as defined below), the Company will
not file any amendment of the Registration Statement or supplement to the
Prospectus or any Rule 462(b) Registration Statement unless the Company has
furnished to the Agents a copy for their review prior to filing and will not
file any such proposed amendment or supplement to which the Agents reasonably
object. Subject to the foregoing sentence, if the Registration Statement has
become or becomes effective pursuant to Rule 430A, or filing of the Prospectus
is otherwise required under Rule 424(b), the Company will cause the Prospectus,
properly completed, and any supplement thereto to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Agents of such timely
filing. The Company will promptly advise the Agents (1) when the Prospectus, and
any supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall
have been filed with the Commission, (2) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall
have been filed or become effective, (3) of any request by the Commission or its
staff for any amendment of the Registration Statement, or any Rule 462(b)
Registration Statement, or for any supplement to the Prospectus or for any
additional information, (4) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (5) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the institution or threatening
of any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.

          (b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act (a "Marketing Period"), any event occurs
as a result of which the Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which
they were made not misleading, or if it shall be necessary to amend the
Registration Statement or supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the Company promptly will
(1) notify the Agents of such event; (2) prepare and file with the Commission,
subject to the second sentence of paragraph (a) of this Section 3, an amendment
or supplement which will correct such statement or omission or effect such
compliance; and (3) supply any supplemented Prospectus to you in such quantities
as you may reasonably request. If during any Marketing Period, (i) any Agent
shall own any Securities which it has purchased from the Company as principal
with the intention of reselling them and the Agents have held such Securities
for less than 90 days or for the period such Securities are required to be held
under the terms of the Purchase Agreement related to such Securities or (ii) the
Company has accepted an offer to purchase Securities but the related settlement
has not occurred, the Company shall promptly prepare and timely file with the
Commission any amendment or supplement to the Registration Statement or any
Prospectus that may, in the judgment of the Company and the Agents, be required
by the Act.

          (c) As soon as practicable, the Company will make generally available
to its security holders and to the Agents an earnings statement or statements of
the Company and its subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act.




                                      -12-
<PAGE>

          (d) The Company will furnish to the Agents and to counsel for the
Agents, without charge, copies of the Registration Statement (including exhibits
thereto) and to each other Agent a copy of the Registration Statement (without
exhibits thereto) and, during any Marketing Period, as many copies of the
Prospectus and any supplement thereto as the Agents may reasonably request. The
Company will pay the expenses of printing or other production of all documents
relating to the offering.

          (e) The Company will arrange, if necessary, for the qualification of
the Securities for sale under the laws of such jurisdictions as the Agents may
designate, will maintain such qualifications in effect so long as required for
the distribution of the Securities and will pay any fee of the National
Association of Securities Dealers, Inc. in connection with its review of the
offering; provided, that in no event shall the Company be obligated to do
business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Securities in any jurisdiction where
it is not now so subject.

          (f) The Company will not take, directly or indirectly, any action
designed to or which has constituted or which might reasonably be expected to
cause or result, under the Exchange Act or otherwise, in stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities.

          (g) If required pursuant to the terms of any Purchase Agreement,
between the date of a Purchase Agreement and the date identified in such
Purchase Agreement, the Company will not offer or sell, or enter into any
agreement to sell, any of its debt securities that are substantially similar to
the Securities. This paragraph (g) does not apply to borrowings under the
Company's credit agreements and lines of credit and the private placement of
securities.

          (h) To prepare, with respect to any Securities to be sold through or
to the Agents pursuant to this Agreement, a Pricing Supplement with respect to
such Securities and to file such Pricing Supplement pursuant to Rule 424(b)
under the Act with the Commission.

SECTION 4. PAYMENT OF EXPENSES

          The Company will pay the following expenses:

          (i) the costs incurred by the Company arising directly from the
     authorization, issuance, initial sale and delivery of the Securities and
     any taxes payable in connection therewith;

          (ii) the costs incident to the preparation, printing and filing under
     the Act or the Exchange Act of the Registration Statement or the Prospectus
     and any amendments and exhibits thereto;



                                      -13-
<PAGE>

          (iii) the reasonable fees and disbursements of the Trustee, any paying
     agent, any calculation agent, any exchange rate agent and any other agents
     appointed by the Company, and their respective counsel;

          (iv) the costs and fees in connection with the listing of the Notes on
     any securities exchange;

          (v) the filing fees incident to securing any required review by the
     National Association of Securities Dealers, Inc.;

          (vi) the reasonable fees and disbursements of counsel to the Company
     and counsel to the Agents;

          (vii) the fees paid to rating agencies in connection with the rating
     of the Securities;

          (viii) all advertising expenses in connection with the offering of the
     Securities with the prior written consent of the Company; and

          (ix) all other costs and expenses incurred by the Company and arising
     out of the transactions contemplated hereunder and incident to the
     performance by the Company of its obligations hereunder.

SECTION 5. CONDITIONS OF OBLIGATIONS OF AGENT

          The obligation of the Agents, as agents of the Company, under this
Agreement to solicit offers to purchase the Securities, the obligation of any
person who has agreed to purchase Securities to make payment for and take
delivery of Securities, and the obligation of any Agent to purchase Securities
pursuant to any Purchase Agreement, shall be subject to the accuracy, on and as
of the Representation Date(s) applicable to the purchase of such Securities, of
the representations and warranties of the Issuers contained herein, to the
accuracy of the statements of the Issuers made in any certificates pursuant to
the provisions hereof, to the performance by the Issuers of their obligations
hereunder and to the following additional conditions:

          (a) If filing of the Prospectus, or any amendment or supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and any such
amendment or supplement (including the Pricing Supplement), will be filed in the
manner and within the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or
threatened.

          (b) The Company shall have furnished to the Agents the opinion of
Michael Touff, Senior Vice President and General Counsel of the Company, and
Joseph Fretz, Secretary and Corporate Counsel of the Company, dated the
Commencement Date and addressed to the Agents, to the effect that:

          (i) each of the Company and its subsidiaries has been duly organized
     and is validly existing in good standing under the laws of the jurisdiction
     in which it is chartered



                                      -14-
<PAGE>

     or organized with full power and authority to own or lease, as the case may
     be, and to operate its properties and conduct its business as described in
     the Prospectus, and is duly qualified to do business and is in good
     standing under the laws of each jurisdiction which requires such
     qualification, except in each case as would not, singly or in the
     aggregate, have a Material Adverse Effect, except as set forth in or
     contemplated in the Prospectus (exclusive of any supplement thereto
     subsequent to the Commencement Date);

          (ii) all the outstanding shares of capital stock of each significant
     subsidiary of the Company (as defined by Rule 1-02 of Regulation S-X)
     (individually a "Subsidiary" and collectively the "Subsidiaries") have been
     duly and validly authorized and issued and are fully paid and
     nonassessable, and, except as otherwise set forth in the Prospectus or as
     may be required by applicable law, all outstanding shares of capital stock
     of the Subsidiaries are owned by the Company either directly or through
     wholly owned subsidiaries free and clear of any perfected security interest
     and, to the knowledge of such counsel, after due inquiry, any other
     security interest, claim, lien or encumbrance;

          (iii) the Company's authorized equity capitalization is as set forth
     in the Prospectus;

          (iv) to the knowledge of such counsel, there is no pending or
     threatened action, suit or proceeding by or before any court or
     governmental agency, authority or body or any arbitrator involving the
     Company or any of its subsidiaries or its or their property of a character
     required to be disclosed in the Registration Statement which is not
     adequately disclosed in the Prospectus, and there is no franchise, contract
     or other document of a character required to be described in the
     Registration Statement or Prospectus, or to be filed as an exhibit thereto,
     which is not described or filed as required;

          (v) the Company is not and, after giving effect to the offering and
     sale of the Securities and the application of the proceeds thereof as
     described in the Prospectus, will not be an "investment company" as defined
     in the Investment Company Act of 1940, as amended;

          (vi) neither the execution and delivery of this Agreement nor the
     Indentures, the issue and sale of the Securities nor the consummation of
     any other of the transactions herein contemplated nor the fulfillment of
     the terms hereof will conflict with, result in a breach or violation of or
     imposition of any lien, charge or encumbrance upon any property or assets
     of the Company or any of its subsidiaries pursuant to, (x) the charter or
     by-laws of the Company or any of its subsidiaries, (y) the terms of any
     indenture, contract, lease, mortgage, deed of trust, note agreement, loan
     agreement or other agreement, obligation, condition, covenant or instrument
     to which the Company or any of its subsidiaries is a party or bound or to
     which its or their property is subject, or (z) any statute, law, rule,
     regulation, judgment, order or decree applicable to the Company or any of
     its subsidiaries of any court, regulatory body, administrative agency,
     governmental body, arbitrator or other authority having jurisdiction over
     the Company or any of its subsidiaries or any of its or their properties,
     except, in the case of clause (y) or (z), as would not, singly or in the
     aggregate, have a Material Adverse Effect; and



                                      -15-
<PAGE>

          (vii) no holders of securities of the Company have rights to the
     registration of such securities under the Registration Statement.

          In rendering such opinion, such counsel may rely as to matters
involving the application of laws of any jurisdiction other than the States of
New York or Colorado, the Delaware General Corporation Law or the Federal laws
of the United States, to the extent he deems proper and specified in such
opinion, upon the opinion of other counsel of good standing whom he believes to
be reliable and who are satisfactory to counsel for the Agents. References to
the Prospectus in this paragraph (b) include any supplements thereto at the
Commencement Date.

          (c) Opinion of Holme Roberts & Owen LLP. On the Commencement Date, the
Agents shall have received the opinion, addressed to the Agents and dated the
Commencement Date, of Holme Roberts & Owen LLP, Denver, Colorado, special
counsel to the Issuers, in a form reasonably satisfactory to counsel for the
Agents, to the effect that:

          (i) this Agreement and any applicable Purchase Agreement have each
     been duly authorized, executed and delivered by the Issuers;

          (ii) the Indentures have been duly authorized, executed and delivered;
     each Indenture has been duly qualified under the Trust Indenture Act, and
     constitutes a legal, valid and binding instrument enforceable against the
     Issuers in accordance with its terms (subject, as to enforcement of
     remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
     or other laws affecting creditors' rights generally from time to time in
     effect);

          (iii) the statements in the Prospectus under the captions "Description
     of Debt Securities," "Plan of Distribution," "Description of Notes," and
     "Supplemental Plan of Distribution" fairly summarize the matters described
     therein;

          (iv) no consent, approval, authorization, filing with or order of any
     court or governmental agency or body is required with respect to the
     Company or the Guarantors in connection with the transactions contemplated
     herein, except such as have been obtained under the Act and such as may be
     required under the blue sky laws of any jurisdiction in connection with the
     purchase and distribution of the Securities by the Agents in the manner
     contemplated in this Agreement and in the Prospectus;

          (v) the Registration Statement has become effective under the Act; any
     required filing of the Prospectus, and any supplements thereto, pursuant to
     Rule 424(b) has been made in the manner and within the time period required
     by Rule 424(b); to the knowledge of such counsel, no stop order suspending
     the effectiveness of the Registration Statement has been issued, no
     proceedings for that purpose have been instituted or threatened and the
     Registration Statement and the Prospectus (other than the financial
     statements and other financial information contained therein, as to which
     such counsel need express no opinion) comply as to form in all material
     respects with the applicable requirements of the Act, the Exchange Act and
     the Trust Indenture Act and the respective rules thereunder;



                                      -16-
<PAGE>

          (vi) the establishment of the Securities as a series of Securities (as
     defined in the Indentures) under the Indentures and the forms of the
     Securities have been duly authorized by all corporate action on the part of
     the Company; and

          (vii) the Securities, when (A) duly authorized and executed by the
     Company, (B) the terms thereof and of their issuance and sale have been
     duly established in accordance with the terms of the applicable Indenture,
     this Agreement and the applicable Purchase Agreement, if any, (C)
     authenticated and delivered by the Trustee in accordance with the terms of
     the applicable Indenture and (D) issued to and paid for by the purchasers
     thereof in accordance with the terms of this Agreement and the applicable
     Purchase Agreement, if any, will be entitled to the benefits of the
     applicable Indenture and will constitute legal, valid and binding
     obligations of the Company enforceable against the Company in accordance
     with their terms (subject, as to enforcement of remedies, to applicable
     bankruptcy, reorganization, insolvency, moratorium or other laws affecting
     creditors' rights generally from time to time in effect, general principles
     of equity (regardless of whether enforceability is considered in a
     proceeding in equity or at law)).

          In addition, such counsel shall also state that it has participated in
conferences with officers and other representatives of the Company and the
Guarantors (as you and your counsel have done); that at such conferences it has
made inquiries of such officers and representatives and discussed the contents
of the Registration Statement and Prospectus; that it has not itself
independently verified and, accordingly does not render any opinion upon, the
accuracy, completeness or fairness of the Registration Statement or the
Prospectus. However, subject to the foregoing, such counsel shall state that no
facts have come to its attention that have caused it to believe that, as of the
effective date of the Registration Statement, the Registration Statement
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that, as of the date of the Registration Statement or the
Commencement Date, the Prospectus (or, if the opinion is being given pursuant to
Section 6(c) as a result of the Company having entered into a Purchase
Agreement, at the date of such Purchase Agreement and as of the settlement date
with respect thereto) contained or contains an untrue statement of a material
fact or omits or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided that such counsel may state that
it expresses no view as to the financial statements, financial schedules and
other financial and statistical data included in the Registration Statement or
Prospectus.

          In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the States of
New York or Colorado, the Delaware General Corporation Law or the Federal laws
of the United States, to the extent they deem proper and specified in such
opinion, upon the opinion of other counsel of good standing whom they believe to
be reliable and who are satisfactory to counsel for the Agents and (B) as to
matters of fact, to the extent they deem proper, on certificates of responsible
officers of the Company and public officials. References to the Prospectus in
this paragraph (c) include any supplements thereto at the Commencement Date. The
opinion or opinions of such counsel shall be rendered to the Agents at the
request of the Company and shall so state therein.



                                      -17-
<PAGE>

          (d) The Agents shall have received from Cahill Gordon & Reindel LLP,
counsel to the Agents, such opinion or opinions, dated the Commencement Date,
and addressed to the Agents with respect to the issuance and sale of the
Securities, the Indentures, the Registration Statement, the Prospectus and other
related matters as the Agents may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.

          (e) The Company shall have furnished to the Agents a certificate of
the Company, signed by Paris G. Reece III, Executive Vice President and Chief
Financial Officer of the Company and Executive Vice President, Vice President,
manager or officer of the general partner of each of the Guarantors, dated the
Commencement Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Prospectus, any supplements
to the Prospectus and this Agreement and that:

          (i) the representations and warranties of the Company in this
     Agreement are true and correct in all material respects on and as of the
     Commencement Date and the Company has complied with all the agreements and
     satisfied all the conditions on its part to be performed or satisfied at or
     prior to the Commencement Date;

          (ii) to the Company's knowledge, no stop order suspending the
     effectiveness of the Registration Statement has been issued and no
     proceedings for that purpose have been instituted or threatened; and

          (iii) since the date of the most recent financial statements included
     in the Prospectus (exclusive of any supplement thereto subsequent to the
     Commencement Date), there has been no material adverse change in the
     condition (financial or otherwise), prospects, earnings, business or
     properties of the Company and its subsidiaries, taken as a whole, whether
     or not arising from transactions in the ordinary course of business, except
     as set forth in or contemplated in the Prospectus (exclusive of any
     supplement thereto subsequent to the Commencement Date).

          (f) At the Commencement Date, Ernst & Young LLP shall have furnished
to the Agents letters, dated as of the Commencement Date, in form and substance
satisfactory to the Agents, confirming that they are independent accountants
within the meaning of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder and that:

          (i) in their opinion the audited financial statements and financial
     statement schedules included or incorporated in the Registration Statement
     and the Prospectus and audited by them comply as to form in all material
     respects with the applicable accounting requirements of the Act and the
     Exchange Act and the related published rules and regulations;

          (ii) they have performed a review of the unaudited interim financial
     information of the Company for the six-month period ended June 30, 2004 in
     accordance with Statement on Auditing Standards No. 100 and that on the
     basis of a reading of the latest unaudited financial statements made
     available by the Company and its subsidiaries; their limited review, in
     accordance with standards established under Statement on Auditing



                                      -18-
<PAGE>

     Standards No. 100, of the unaudited interim financial information for the
     six-month period ended June 30, 2004; carrying out certain specified
     procedures (but not an examination in accordance with generally accepted
     auditing standards) which would not necessarily reveal matters of
     significance with respect to the comments set forth in such letter; a
     reading of the minutes of the meetings of the stockholders and board of
     directors (and committees thereof) of the Company and its subsidiaries; and
     inquiries of certain officials of the Company who have responsibility for
     financial and accounting matters of the Company and its subsidiaries as to
     transactions and events subsequent to December 31, 2003, nothing came to
     their attention which caused them to believe that:

               (A) any unaudited financial statements included or incorporated
          in the Registration Statement and the Prospectus do not comply as to
          form in all material respects with applicable accounting requirements
          of the Act and with the published rules and regulations of the
          Commission with respect to financial statements included or
          incorporated in Quarterly Reports on Form 10-Q under the Exchange Act;
          and said unaudited financial statements are not in conformity with
          generally accepted accounting principles applied on a basis
          substantially consistent with that of the audited financial statements
          included or incorporated in the Registration Statement and the
          Prospectus;

               (B) with respect to the period subsequent to June 30, 2004, there
          were any changes, at a specified date not more than five days prior to
          the date of the letter, in the long-term debt of the Company and its
          subsidiaries or capital stock of the Company or decreases in the
          stockholders' equity or working capital of the Company as compared
          with the amounts shown on the June 30, 2004 consolidated balance sheet
          included or incorporated in the Registration Statement and the
          Prospectus, or for the period from June 30, 2004 to such specified
          date there were any decreases, as compared with the comparable period
          in the preceding year, in net revenues or income before income taxes
          or in total or per share amounts of net income of the Company and its
          subsidiaries, except in all instances for changes or decreases set
          forth in such letter, in which case the letter shall be accompanied by
          an explanation by the Company as to the significance thereof unless
          said explanation is not deemed necessary by the Agents; and

               (C) the information included in the Registration Statement and
          Prospectus in response to Regulation S-K, Item 301 (Selected Financial
          Data), Item 302 (Supplementary Financial Information), Item 402
          (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed
          Charges) is not in conformity with the applicable disclosure
          requirements of Regulation S-K; and

          (iii) they have performed certain other specified procedures as a
     result of which they determined that certain information of an accounting,
     financial or statistical nature (which is limited to accounting, financial
     or statistical information derived from the general accounting records of
     the Company and its subsidiaries) set forth in the Registration Statement
     and the Prospectus and in Exhibit 12 to the Registration Statement,
     including the information set forth under the captions "Summary -- Selected
     Financial




                                      -19-
<PAGE>

     and Other Data," "Capitalization" and "Business" in the Prospectus, the
     information included or incorporated in Items 1, 2, 6, 7, 7A, 11 and 13 of
     the Company's Annual Report on Form 10-K, incorporated in the Registration
     Statement and the Prospectus, and the information included in the
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" included or incorporated in the Company's Quarterly Reports on
     Form 10-Q, incorporated in the Registration Statement and the Prospectus,
     agrees with the accounting records of the Company and its subsidiaries,
     excluding any questions of legal interpretation.

          References to the Prospectus in this paragraph (f) include any
     supplement thereto at the date of the letter.

          (g) Subsequent to the date on which such person agreed to purchase the
Securities (the "Trade Date") or, if earlier, the dates as of which information
is given in the Registration Statement (exclusive of any amendment thereof) and
the Prospectus (exclusive of any supplement thereto subsequent to the
Commencement Date), there shall not have been (i) any change or decrease
specified in the letter or letters referred to in paragraph (f) of this Section
5 or (ii) any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), earnings, business or
properties of the Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus (exclusive of any supplement thereto
subsequent to the Commencement Date) the effect of which, in any case referred
to in clause (i) or (ii) above, is, in the sole judgment of the Agents, so
material and adverse as to make it impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of
any supplement thereto subsequent to the Commencement Date).

          (h) Subsequent to the Trade Date and prior to the settlement date,
there shall not have been any decrease in the rating of any of the Company's
debt by any "nationally recognized statistical rating organization" (as defined
for purposes of Rule 436(g) under the Act) or any notice given of any intended
or potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.

          (i) Prior to the Commencement Date, the Company shall have furnished
to the Agents such further information, certificates and documents as the Agents
or counsel to the Agents may reasonably request.

SECTION 6. ADDITIONAL COVENANTS OF THE COMPANY

          The Issuers covenant and agree that:

          (a) Each acceptance by it of an offer for the purchase of Securities
and each delivery of Securities by the Company to a purchaser shall be deemed to
be an affirmation of the representations and warranties of the Company to the
Agents participating in such sale contained in this Agreement (such
representations and warranties being deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented at each such time).



                                      -20-
<PAGE>

          (b) The Issuers agree that, during each Marketing Period, each time

          (i) the Registration Statement or the Prospectus shall be amended or
     supplemented (other than by (A) a Pricing Supplement, (B) except as set
     forth in (ii) and (iv) below, an amendment or supplement to the Prospectus
     by the filing of an incorporated document or (C) an amendment or supplement
     which relates exclusively to an offering of securities other than the
     Securities),

          (ii) there is filed with the Commission an Annual Report on Form 10-K
     that is incorporated by reference into the Prospectus,

          (iii) the Company sells Securities to an Agent as principal and the
     applicable Purchase Agreement specifies the delivery of an Officers'
     Certificate under this Section 6(b) as a condition to the purchase of
     Securities pursuant to such Purchase Agreement or

          (iv) the Agents reasonably request following the filing of an
     incorporated document (other than as specified in (ii) above),

the Issuers shall, promptly following such amendment or supplement, filing of an
Annual Report on Form 10-K or request or concurrently with the Time of Delivery
relating to such sale, furnish to the Agents a certificate, as of the date of
such amendment, supplement or Time of Delivery relating to such sale or filing,
representing that the statements contained in the certificate referred to in
Section 5(e) which was last furnished to the Agents are true and correct at the
time of such amendment, supplement or filing, as the case may be, as though made
at and as of such time (except that such statements shall be deemed to relate to
the Registration Statement and each Prospectus as amended and supplemented to
such time), or, in lieu of such certificate, a certificate of the same tenor as
the certificate referred to in Section 5(e), modified as necessary to relate to
the Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificate. If such amendment, supplement or filing
was not filed during a Marketing Period, then, as of the first day of the next
succeeding Marketing Period, the Issuers shall submit to the Agents the
certificate described above.

          (c) The Issuers agree that, during each Marketing Period, each time

          (i) the Registration Statement or any Prospectus shall be amended or
     supplemented (other than by (A) a Pricing Supplement, (B) except as set
     forth in (ii) and (iv) below, an amendment or supplement to the Prospectus
     by the filing of an incorporated document or (C) an amendment or supplement
     which relates solely to an offering of securities other than the
     Securities),

          (ii) there is filed with the Commission an Annual Report on Form 10-K
     that is incorporated by reference into the Prospectus,

          (iii) the Issuers sell Securities to an Agent as principal and the
     applicable Purchase Agreement specifies the delivery of a legal opinion
     under this Section 6(c) as a condition to the purchase of Securities
     pursuant to such Purchase Agreement or




                                      -21-
<PAGE>



          (iv) the Agents reasonably request following the filing of an
     incorporated document (other than as specified in (ii) above),

the Issuers shall, promptly following such amendment or supplement, filing by an
Annual Report on Form 10-K or request or concurrently with the Time of Delivery
relating to such sale, furnish to the Agents and their counsel (A) in the case
of (i) through (iv) above (other than a request relating to the filing by the
Issuers of a Quarterly Report on Form 10-Q) the written opinions of an officer
of the Company who is an attorney and Holme Roberts & Owen LLP, special counsel
to the Issuers (or other outside counsel of the Issuers acceptable to the
Agents), each addressed to the Agents and dated the date of delivery of such
opinion, in form satisfactory to the Agents, of the same effect as the opinions
referred to in Sections 5(b) and 5(c), but modified, as necessary, to relate to
the Registration Statement and each Prospectus as amended or supplemented to the
time of delivery of such opinion; provided, however, that in rendering their
opinion as aforesaid, Holme Roberts & Owen LLP may rely on an opinion, dated as
of the date of delivery of the Holme Roberts & Owen LLP opinion, of its
affiliates as to the laws of any jurisdiction other than the United States of
America, the State of Colorado and the Delaware General Corporation Law and
provided further, however, that in lieu of such opinion, each such counsel may
furnish the Agents with a letter to the effect that the Agents may rely on such
prior opinion to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such prior opinion shall be
deemed to relate to the Registration Statement and each Prospectus as amended or
supplemented to the time of delivery of such letter authorizing reliance) and
(B) in the case of a request by the Agents relating to the filing by the Issuers
of a Quarterly Report on Form 10-Q, the written opinion of an officer of the
Company who is an attorney, addressed to the Agents and dated the date of
delivery of such opinion, in form satisfactory to the Agents, to the effect set
forth in the penultimate paragraph of Section 5(c). If such amendment,
supplement or filing was not filed during a Marketing Period, then on the first
day of the next succeeding Market Period, the Issuers shall furnish to the
Agents and their counsel the written opinions of an officer of the Company who
is an attorney, and Holme Roberts & Owen LLP, special counsel to the Issuers, as
described above.

          (d) The Issuers agree that, during each Marketing Period, each time

          (i) the Registration Statement or any Prospectus shall be amended or
     supplemented to include additional financial information (other than by (A)
     except as set forth in (ii) and (iv) below, an amendment to the
     Registration Statement or an amendment or supplement to the Prospectus by
     the filing of an incorporated document or any amendment or supplement which
     sets forth financial information previously incorporated by reference into
     the Registration Statement or Prospectus and (B) an amendment or supplement
     which relates solely to an offering of securities other than the
     Securities),

          (ii) there is filed with the Commission an Annual Report on Form 10-K
     or Quarterly Report on Form 10-Q,

          (iii) the Issuers sell Securities to an Agent as principal and the
     applicable Purchase Agreement specifies the delivery of a letter under this
     Section 6(d) as a condition to the purchase of Securities pursuant to such
     Purchase Agreement or



                                      -22-
<PAGE>

          (iv) the Agents reasonably request following the filing of an
     incorporated document (other than as specified in (ii) above),

the Company shall cause Ernst & Young LLP (or other independent accountants of
the Company acceptable to the Agents) to furnish to the Agents, promptly
following such amendment or supplement, filing of an Annual Report on Form 10-K
or Quarterly Report on Form 10-Q, or request or concurrently with the Time of
Delivery relating to such sale, a letter, addressed jointly to the Company and
the Agents and dated the date of delivery of such letter, in form and substance
reasonably satisfactory to the Agents, of the same general tenor as the letter
referred to in Section 5(f) but modified to relate to the Registration Statement
and each Prospectus, as amended and supplemented to the date of such letter,
with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Company; provided, however, that if the Registration Statement or any Prospectus
is amended or supplemented solely to include financial information as of and for
a fiscal quarter, such accountants may limit the scope of such letter to the
unaudited financial statements included in such amendment or supplement. If such
amendment, supplement or filing was not filed during a Marketing Period, then on
the first day of the next succeeding Marketing Period the Company shall cause
Ernst & Young LLP (or other independent accountants of the Company acceptable to
the Agents) to furnish to the Agents a letter, addressed jointly to the Company
and the Agents as described above.

          (e) The Issuers agree to furnish to the Agents during the term of this
Agreement such relevant documents and certificates of officers of the Company
relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, any amendments or supplements thereto,
the Indentures, the Securities, this Agreement, the Administrative Procedures,
any applicable Pricing Supplement and the performance by the Company of its
obligations hereunder or thereunder as any Agent may from time to time
reasonably request.

          (f) The parties hereto acknowledge and agree that an amendment and
restatement of this Agreement may be made at any time to provide for guarantees
of the Subordinated Notes (and to make such other changes to this Agreement and
the other Transaction Documents consistent therewith), and that such amendment
and restatement shall, without further action or consent of any other party
hereto (other than the applicable guarantors of such Subordinated Notes), be
effective to amend and restate this Agreement immediately upon execution and
delivery thereof by the Company and such guarantors of the Subordinated Notes.

SECTION 7. INDEMNIFICATION AND CONTRIBUTION

          (a) The Issuers agree, jointly and severally, to indemnify and hold
harmless each Agent, the directors, officers, employees and agents of each Agent
and each person who controls any Agent within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities
(or actions in respect thereof), arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Prospectus, or in any amendment
thereof




                                      -23-
<PAGE>

or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action.

          Notwithstanding the foregoing, no Issuer will be liable in any such
case (I) to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any Agent
specifically for inclusion therein or (II) to any Agent with respect to the
Prospectus to the extent that any such loss, claim, damage or liability of such
Agent results from the fact that such Agent sold Securities to a person as to
whom it shall be established in the related proceedings that there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (or of the Prospectus as then amended or supplemented if the Company
shall have furnished such Agent with such amendment or supplement thereto prior
to the written confirmation of such sale), if such delivery was required by the
Act, and such loss, claim, damage or liability results from an untrue statement
or omission of a material fact contained in such Prospectus that was completely
corrected in any amendment or supplement thereto if the Company shall have
furnished such Agent with such amendment or supplement thereto prior to the
written confirmation of such sale (it being understood that no Agent shall be
required to send or give any amendment or supplement to any document
incorporated by reference in the Prospectus to any person in order to benefit
from the indemnification provisions herein or otherwise).

          This indemnity agreement will be in addition to any liability which
the Issuers may otherwise have.

          (b) Each Agent agrees, severally and not jointly, to indemnify and
hold harmless each of the Issuers, each of their respective directors, each of
their respective officers who sign the Registration Statement, and each person
that controls any Issuer within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity to any Agent, but only with
reference to written information relating to such Agent furnished to the Company
by or on behalf of such Agent specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which any Agent may otherwise have. The Issuers
acknowledge that, under the heading "Supplemental Plan of Distribution," the
sentences related to concessions and reallowances and the paragraph related to
stabilization, syndicate covering transactions and penalty bids in the
Prospectus constitute the only information furnished in writing by or on behalf
of the Agents for inclusion in the Prospectus.

          (c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the



                                      -24-
<PAGE>

indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Issuers and the Agents severally agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively, "Losses") to which the Issuers and one or more of
the Agents may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Issuers on the one hand and the Agents on the
other from the offering of the Securities; provided, however, that in no case
shall any Agent (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such Agents hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Issuers and
the Agents shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Issuers and of
the Agents in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Issuers shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by them, and benefits received by
the Agent shall be deemed to be equal to the total underwriting discounts and
commissions received by such Agent with respect to such offering. Relative fault
shall be determined by reference to, among other things, whether any untrue or
any alleged untrue




                                      -25-
<PAGE>

statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Issuers on the one hand or
any Agent on the other, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The Issuers and the Agents agree that it would not be
just and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person that controls (within the meaning of either the Act
or the Exchange Act) an Agent and each director, officer, employee and agent of
an Agent shall have the same rights to contribution as any Agent, and each
person who controls any Issuer within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

SECTION 8. STATUS OF EACH AGENT

          In soliciting offers to purchase the Securities from the Issuers
pursuant to this Agreement (other than in respect of any Purchase Agreement),
each Agent is acting individually and not jointly and as agent for the Issuers
and not as principal.

SECTION 9. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS TO SURVIVE DELIVERY

          The respective agreements, representations, warranties, indemnities
and other statements of the Issuers and their officers and of the Agents set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Agent or the
Issuers or any of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for the Securities.
The provisions of Section 7 hereof shall survive the termination or cancellation
of this Agreement.

SECTION 10. TERMINATION

          (a) This Agreement may be terminated for any reason with respect to
any party hereto, at any time, by any party hereto upon the giving of one day's
written notice of such termination to the other parties hereto; provided,
however, if such terminating party is an Agent, such termination shall be
effective only with respect to such terminating party. If, at the time of a
termination, an offer to purchase any of the Securities has been accepted by the
Company but the Time of Delivery to the purchaser has not occurred, the
provisions of this Agreement shall remain in effect until such Securities are
delivered. The provisions of Sections 2(c), 3(b) (the last sentence only), 3(c),
4, 7, 8 and 9 shall survive any termination of this Agreement.

          (b) Notwithstanding anything in Section 10(a) to the contrary, the
applicable Agent or Agents may terminate any Purchase Agreement immediately upon
notice to the Company, at any time prior to the Time of Delivery relating
thereto, if (i) there has been, since the date of such agreement or since the
respective dates as of which information is given in the



                                      -26-
<PAGE>

Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company, whether or not arising in the ordinary course of business, (ii) there
shall have occurred any outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or
war or the occurrence of any other calamity or crisis or any adverse change in
financial, political or economic conditions in the United States or elsewhere,
the effect of which on financial markets is such as to make it, in the sole
judgment of the applicable Agent or Agents, impractical or inadvisable to
proceed with the offering or delivery of the Securities as contemplated by the
Prospectus (exclusive of any supplement thereto subsequent to the Commencement
Date), (iii) trading generally on either the New York Stock Exchange or the
Pacific Stock Exchange shall have been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the SEC or any other
governmental authority, or if a banking moratorium shall have been declared
either by Federal or New York State authorities, or (iv) there shall have come
to the attention of the applicable Agent or Agents any facts that would cause
them to believe that the Prospectus, at the time it was required to be delivered
to a purchaser of Securities, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances existing at the
time of such delivery, not misleading.

SECTION 11. NOTICES

          Except as otherwise provided herein, all notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Agents shall be directed to them as follows:

<Table>
<S>                                                     <C>
Citigroup Global Markets Inc.                           Greenwich Capital Markets, Inc.
388 Greenwich Street                                    600 Steamboat Road
New York, New York  10013                               Greenwich, Connecticut  06830
Attention:  Richard Moriarty                            Attention:  Steve Fitzpatrick
Tel:  (212) 816-7545                                    Tel:  (203) 618-2475
Fax:  (212) 816-7917                                    Fax:  (203) 422-4764

Banc of America Securities LLC                          J.P. Morgan Securities Inc.
214 North Tryon Street                                  270 Park Avenue, 9th Floor
NC1-027-14-01                                           New York, New York  10017
Charlotte, North Carolina  28255                        Attention:  Transaction Execution Group
Attention:  Richard D. Williams                         Tel:  (212) 834-5710
Tel:  (704) 386-8850                                    Fax:  (212) 834-6702
Fax:  (704)  388-9982

BNP Paribas                                             McDonald Investments Inc.
787 Seventh Avenue                                      127 Public Square, 4th Floor
New York, New York  10019                               Mail Code:  OH-01-27-0406
Attention:  Paul Lange                                  Cleveland, Ohio 44114
</Table>


                                      -27-
<PAGE>


<Table>
<S>                                                     <C>
Tel:  (212) 841-3254                                    Attention:  Joe Chinnici
Fax:  (772) 264-2604                                    Tel:  (216) 689-0281
                                                        Fax:  (216) 689-4233

Credit Suisse First Boston LLC                          Merrill Lynch, Pierce, Fenner & Smith
11 Madison Avenue, 5th Floor                                       Incorporated
New York, New York  10010                               4 World Financial Center
Attention:  Short and Medium-Term Products Group        New York, New York  10080
Tel:  (212) 538-0929                                    Attention:  Transactions Management Group
Fax:  (212) 743-5825                                    Tel:  (212) 449-7476
                                                        Fax:  (212) 449-2234

Comerica Securities                                     SunTrust Robinson Humphrey Capital Markets
211 West Forth Street, 3rd Floor                        303 Peachtree Street, NE
Mail Code:  3089                                        23rd Floor, MC: GA-ATL-3939
Detroit, Michigan 48226                                 Atlanta, Georgia  30308
Attention:  Tony Caudle                                 Attention:  Betsy Brown
Tel:  (313) 222-3748                                    Tel:  (404) 532-0771
Fax:  (313) 964-5068                                    Fax:  (404) 588-7005

Deutsche Bank Securities Inc.                           UBS Securities LLC
60 Wall Street, 45th Floor                              677 Washington Boulevard
New York, New York  10005                               Stamford, Connecticut  06901
Attention:  Rich Thaler                                 Attention:  Fixed Income Syndicate
Tel:  (212) 250-7747                                    Tel:  (203) 719-1088
Fax:  (212) 797-0085                                    Fax:  (203) 719-0495

                                                        Wachovia Capital Markets, LLC
                                                        301 South College Street
                                                        NC0606
                                                        Charlotte, North Carolina  28288
                                                        Attention:  John Cannon
                                                        Tel:  (704) 383-4747
                                                        Fax:  (704) 383-8494
</Table>


          Notices to the Company shall be directed to it as follows: M.D.C.
Holdings, Inc., 3600 South Yosemite, Suite 900, Denver, Colorado 80237,
Attention: General Counsel, Telecopy: (303) 804-7980.

SECTION 12. BINDING EFFECT; BENEFITS

          This Agreement shall be binding upon each Agent, the Company, and
their respective successors. This Agreement and the terms and provisions hereof
are for the sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements



                                      -28-
<PAGE>

of the Issuers contained in this Agreement shall also be deemed to be for the
benefit of the person or persons, if any, who control any Agent within the
meaning of Section 15 of the Act, and (b) the indemnity agreement of the Agents
contained in Section 7 shall be deemed to be for the benefit of directors of the
Issuers, officers of the Issuers who have signed the Registration Statement and
any person controlling the Issuers. Nothing in this Agreement is intended or
shall be construed to give any person, other than the persons referred to in
this Section 12, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.

SECTION 13. ADDITIONAL AGENTS

          The Company shall have the right to add additional agents at any time;
provided that each new agent shall agree in writing to be bound by the terms of
this Agreement.

SECTION 14. APPLICABLE LAW

          This Agreement will be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed within the State of New York.

SECTION 15. COUNTERPARTS

          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.

SECTION 16. HEADINGS

          The section headings used herein are for convenience only and shall
not affect the construction hereof.

SECTION 17. DEFINITIONS

The terms which follow, when used in this Agreement, shall have the meanings
indicated.

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
     and regulations of the Commission promulgated thereunder.

          "Commission" shall mean the Securities and Exchange Commission.

          "Effective Date" shall mean each date and time that the Registration
     Statement, any post-effective amendment or amendments thereto and any Rule
     462(b) Registration Statement became or becomes effective.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder.

          "Prospectus" shall mean the prospectus (including any related
     prospectus supplement and the applicable Pricing Supplement) relating to
     the Securities that is first filed




                                      -29-
<PAGE>

     pursuant to Rule 424(b) after the Commencement Date or, if no filing
     pursuant to Rule 424(b) is required, shall mean the form of final
     prospectus relating to the Securities included in the Registration
     Statement at the Effective Date.

          "Registration Statement" shall mean the registration statement
     referred to in paragraph 1(a) above, including exhibits and financial
     statements, as amended at the Commencement Date (or, if not effective at
     the Commencement Date, in the form in which it shall become effective) and,
     in the event any post-effective amendment thereto or any Rule 462(b)
     Registration Statement becomes effective prior to the Commencement Date,
     shall also mean such registration statement as so amended or such Rule
     462(b) Registration Statement, as the case may be. Such term shall include
     any Rule 430A Information deemed to be included therein at the Commencement
     Date as provided by Rule 430A.

          "Rule 424," "Rule 430A" and "Rule 462" refer to such rules under the
     Act.

          "Rule 430A Information" shall mean information with respect to the
     Securities and the offering thereof permitted to be omitted from the
     Registration Statement when it becomes effective pursuant to Rule 430A.

          "Rule 462(b) Registration Statement" shall mean a registration
     statement and any amendments thereto filed pursuant to Rule 462(b) relating
     to the offering covered by the initial registration statement.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder.

                            [Signature Pages Follow]




                                      -30-
<PAGE>



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the Agents.

                                        Very truly yours,

                                        M.D.C. HOLDINGS, INC.


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





                             DISTRIBUTION AGREEMENT
<PAGE>


                                 GUARANTORS:

                                 RICHMOND AMERICAN HOMES OF CALIFORNIA, INC.
                                 RICHMOND AMERICAN HOMES OF MARYLAND, INC.
                                 RICHMOND AMERICAN HOMES OF NEVADA, INC.
                                 RICHMOND AMERICAN HOMES OF VIRGINIA, INC.
                                 RICHMOND AMERICAN HOMES OF ARIZONA, INC.
                                 RICHMOND AMERICAN HOMES OF COLORADO, INC.
                                 M.D.C. LAND CORPORATION
                                 RAH TEXAS HOLDINGS, LLC
                                 RAH OF FLORIDA, INC.
                                 RAH OF TEXAS, LP
                                 RICHMOND AMERICAN CONSTRUCTION, INC.
                                 RICHMOND AMERICAN HOMES OF TEXAS, INC.
                                 RICHMOND AMERICAN HOMES OF UTAH, INC.
                                 RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC.
                                 RICHMOND AMERICAN HOMES OF ILLINOIS, INC.
                                 RICHMOND AMERICAN HOMES OF DELAWARE, INC.
                                 RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC.
                                 RICHMOND AMERICAN HOMES OF FLORIDA, LP
                                 RICHMOND AMERICAN HOMES OF NEW JERSEY, INC.


                                 By: /s/ Paris G. Reece III
                                    -------------------------------------------
                                    Name:  Paris G. Reece III
                                    Title: Authorized officer or
                                            representative of each Guarantor


                             Distribution Agreement
<PAGE>


CONFIRMED AND ACCEPTED,
as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.


By: /s/ Michael S. Weiss
   -------------------------------
   Authorized Signatory



                             DISTRIBUTION AGREEMENT
<PAGE>


BANC OF AMERICA SECURITIES LLC


By: /s/ Authorized Signatory
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT

<PAGE>


BNP PARIBAS


By: /s/ Paul Lange
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT

<PAGE>


COMERICA SECURITIES


By: /s/ Authorized Signatory
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT

<PAGE>


CREDIT SUISSE FIRST BOSTON LLC


By: /s/ Jeff Barcy
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT






<PAGE>


DEUTSCHE BANK SECURITIES INC.


By: /s/ Scott Flieger
   -------------------------------
   Authorized Signatory


By: /s/ Matthew S. Siracuse
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT





<PAGE>


GREENWICH CAPITAL MARKETS, INC.


By: /s/ Steve Fitzpatrick
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT




<PAGE>


J.P. MORGAN SECURITIES INC.


By: /s/ Stephen L. Sheiner
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT
<PAGE>


MCDONALD INVESTMENTS INC.


By: /s/ Joe Chinnici
   -------------------------------
   Authorized Signatory




                             DISTRIBUTION AGREEMENT



<PAGE>


MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED


By: /s/ Brian Hogan
   -------------------------------
   Authorized Signatory


                             DISTRIBUTION AGREEMENT




<PAGE>


SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS


By: /s/ James J. Stathis
   -------------------------------
   Authorized Signatory


                             DISTRIBUTION AGREEMENT




<PAGE>


UBS SECURITIES LLC


By: /s/ Christian Stewart
   -------------------------------
   Authorized Signatory



By: /s/ Michael Ravanesi
   -------------------------------
   Authorized Signatory





                             DISTRIBUTION AGREEMENT


<PAGE>


WACHOVIA CAPITAL MARKETS, LLC


By: /s/ JR Stenson
   -------------------------------
   Authorized Signatory


                             DISTRIBUTION AGREEMENT