<PAGE>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

================================================================================

                              M.D.C. HOLDINGS, INC.

                       Senior Subordinated Debt Securities

                   ------------------------------------------

                                    INDENTURE

                           Dated as of October 6, 2004

                   ------------------------------------------

                     U.S. Bank National Association, Trustee

================================================================================

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
                                                                                      Indenture
TIA Section                                                                           Section
-----------                                                                           ---------
<S>                                                                                   <C>
310(a)(1).......................................................................      7.10
   (a)(2).......................................................................      7.10
   (a)(3).......................................................................      N.A.
   (a)(4).......................................................................      N.A.
   (b)..........................................................................      7.08; 7.10; 10.02
311(a)..........................................................................      7.11
   (b)..........................................................................      7.11
   (c)..........................................................................      N.A.
312(a)..........................................................................      2.05
   (b)..........................................................................      10.03
   (c)..........................................................................      10.03
313(a)..........................................................................      7.06
   (b)(1).......................................................................      N.A.
   (b)(2).......................................................................      7.06
   (c)..........................................................................      10.02
   (d)..........................................................................      7.06
314(a)..........................................................................      7.06; 10.02
   (b)..........................................................................      N.A.
   (c)(1).......................................................................      10.04
   (c)(2).......................................................................      10.04
   (c)(3).......................................................................      N.A.
   (d)..........................................................................      N.A.
   (e)..........................................................................      10.05
   (f)..........................................................................      N.A.
315(a)..........................................................................      7.01(b)
   (b)..........................................................................      7.05; 10.02
   (c)..........................................................................      7.01(a)
   (d)..........................................................................      7.01(c)
   (e)..........................................................................      6.11
316(a)(last sentence)...........................................................      2.12
   (a)(1)(A)....................................................................      6.05
   (a)(1)(B)....................................................................      6.04
   (a)(2).......................................................................      N.A.
   (b)..........................................................................      6.07
   (c)..........................................................................      9.04
317(a)(1).......................................................................      6.08
   (a)(2).......................................................................      6.09
   (b)..........................................................................      2.04
318(a)..........................................................................      10.01
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                   <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.      Definitions......................................................    1
SECTION 1.02.      Other Definitions................................................    4
SECTION 1.03.      Incorporation by Reference of Trust Indenture Act................    4
SECTION 1.04.      Rules of Construction............................................    5

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.      Form and Dating..................................................    5
SECTION 2.02.      Execution and Authentication.....................................    7
SECTION 2.03.      Registrar and Paying Agent.......................................    7
SECTION 2.04.      Paying Agent to Hold Money in Trust..............................    7
SECTION 2.05.      Securityholder Lists.............................................    8
SECTION 2.06.      Transfer and Exchange............................................    8
SECTION 2.07.      Replacement Securities...........................................    8
SECTION 2.08.      Outstanding Securities...........................................    9
SECTION 2.09.      Temporary Securities.............................................    9
SECTION 2.10.      Cancellation.....................................................    9
SECTION 2.11.      Defaulted Interest...............................................    9
SECTION 2.12.      Treasury Securities..............................................   10
SECTION 2.13.      CUSIP Numbers....................................................   10
SECTION 2.14.      Deposit of Moneys................................................   10
SECTION 2.15.      Book-Entry Provisions for Global Security........................   10

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.      Notices to Trustee...............................................   11
SECTION 3.02.      Selection of Securities to be Redeemed...........................   12
SECTION 3.03.      Notice of Redemption.............................................   12
SECTION 3.04.      Effect of Notice of Redemption...................................   13
SECTION 3.05.      Deposit of Redemption Price......................................   13
SECTION 3.06.      Securities Redeemed in Part......................................   13
</TABLE>

                                       -i-
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                                  ARTICLE FOUR

                                   COVENANTS

SECTION 4.01.      Payment of Securities............................................   13
SECTION 4.02.      Maintenance of Office or Agency..................................   13
SECTION 4.03.      Compliance Certificate...........................................   14
SECTION 4.04.      Payment of Taxes; Maintenance of Corporate Existence;
                       Maintenance of Properties....................................   14

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.      When Company May Merge, etc......................................   15

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.      Events of Default................................................   15
SECTION 6.02.      Acceleration.....................................................   17
SECTION 6.03.      Other Remedies...................................................   18
SECTION 6.04.      Waiver of Existing Defaults......................................   18
SECTION 6.05.      Control by Majority..............................................   18
SECTION 6.06.      Limitation on Suits..............................................   18
SECTION 6.07.      Rights of Holders to Receive Payment.............................   19
SECTION 6.08.      Collection Suit by Trustee.......................................   19
SECTION 6.09.      Trustee May File Proofs of Claim.................................   19
SECTION 6.10.      Priorities.......................................................   19
SECTION 6.11.      Undertaking for Costs............................................   20

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.      Duties of Trustee................................................   20
SECTION 7.02.      Rights of Trustee................................................   21
SECTION 7.03.      Individual Rights of Trustee.....................................   22
SECTION 7.04.      Trustee's Disclaimer.............................................   22
SECTION 7.05.      Notice of Defaults...............................................   22
SECTION 7.06.      Reports by Trustee to Holders....................................   23
SECTION 7.07.      Compensation and Indemnity.......................................   23
SECTION 7.08.      Replacement of Trustee...........................................   23
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
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<S>                                                                                   <C>
SECTION 7.09.      Successor Trustee by Merger, etc.................................   24
SECTION 7.10.      Eligibility; Disqualification....................................   24
SECTION 7.11.      Preferential Collection of Claims Against Company................   24

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

SECTION 8.01.      Defeasance Upon Deposit of Moneys
                        or U.S. Government Obligations..............................   25
SECTION 8.02.      Survival of the Company's Obligations............................   27
SECTION 8.03.      Application of Trust Money.......................................   28
SECTION 8.04.      Repayment to the Company.........................................   28
SECTION 8.05.      Reinstatement....................................................   28

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.      Without Consent of Holders.......................................   29
SECTION 9.02.      With Consent of Holders..........................................   29
SECTION 9.03.      Compliance with Trust Indenture Act..............................   30
SECTION 9.04.      Revocation and Effect of Consents................................   30
SECTION 9.05.      Notation on or Exchange of Securities............................   31
SECTION 9.06.      Trustee to Sign Amendments, etc..................................   31

                                   ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01.     Trust Indenture Act Controls.....................................   31
SECTION 10.02.     Notices..........................................................   31
SECTION 10.03.     Communications by Holders with Other Holders.....................   32
SECTION 10.04.     Certificate and Opinion as to Conditions Precedent...............   32
SECTION 10.05.     Statements Required in Certificate or Opinion....................   33
SECTION 10.06.     Rules by Trustee and Agents......................................   33
SECTION 10.07.     Legal Holidays...................................................   33
SECTION 10.08.     Governing Law....................................................   33
SECTION 10.09.     No Adverse Interpretation of Other Agreements....................   34
SECTION 10.10.     No Recourse Against Others.......................................   34
SECTION 10.11.     Successors and Assigns...........................................   34
SECTION 10.12.     Duplicate Originals..............................................   34
SECTION 10.13.     Severability.....................................................   34
</TABLE>

                                     -iii-
<PAGE>

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                                 ARTICLE ELEVEN

                                  SUBORDINATION

SECTION 11.01.     Agreement to Subordinate.........................................   34
SECTION 11.02.     Certain Definitions..............................................   34
SECTION 11.03.     Liquidation; Dissolution; Bankruptcy.............................   35
SECTION 11.04.     Default on Senior Indebtedness...................................   35
SECTION 11.05.     Acceleration of Securities.......................................   36
SECTION 11.06.     When Distributions Must Be Paid Over.............................   36
SECTION 11.07.     Notice by the Company............................................   36
SECTION 11.08.     Subrogation......................................................   36
SECTION 11.09.     Relative Rights..................................................   36
SECTION 11.10.     Subordination May Not Be Impaired by the Company.................   37
SECTION 11.11.     Distribution or Notice to the Representative.....................   37
SECTION 11.12.     Rights of the Trustee and Paying Agent...........................   37
SECTION 11.13.     No Fiduciary Duty to Holders of Senior Indebtedness..............   38
</TABLE>

                                      -iv-
<PAGE>

            INDENTURE dated as of October 6, 2004, by and among M.D.C. HOLDINGS,
INC., a Delaware corporation (the "Company"), and U.S. Bank National Association
(the "Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's debt
securities issued under this Indenture (the "Securities"):

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.01. Definitions.

            "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person. For purposes of this
definition, the term "control" means (a) the power to direct the management and
policies of a Person, either directly or through one or more intermediaries,
whether through the ownership of voting securities, by contract, or otherwise,
or (b) without limiting the foregoing, ownership of 10% or more of the voting
power of the voting common equity of such Person (on a fully diluted basis).

            "Agent" means any Registrar, Paying Agent or co-Registrar or agent
for service of notices and demands.

            "Authorizing Resolution" means a resolution adopted by the Board of
Directors or by an Officer or committee of Officers pursuant to Board delegation
authorizing a Series of Securities.

            "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

            "Board of Directors" means the board of directors of the Company or
any authorized committee thereof.

            "Capital Stock" means any and all shares, interests, participations
or other equivalents (however designated) of or in a Person's capital stock or
other equity interests, and options, rights or warrants to purchase such capital
stock or other equity interests, whether now outstanding or issued after the
Issue Date, including, without limitation, all Preferred Stock of such Person if
such Person is a corporation or membership interests if such Person is a limited
liability company and each general and limited partnership interest of such
Person if such Person is a partnership.

            "Capitalized Lease Obligations" of any Person means the obligations
of such Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligations will be the capitalized amount thereof determined in
accordance with GAAP.

<PAGE>

            "Company" means the Person named as such in this Indenture until a
successor replaces it pursuant to the Indenture and thereafter means the
successor.

            "Default" means any event, act or condition that is, or after notice
or the passage of time or both would be, unless otherwise timely cured, an Event
of Default.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect on the date of this
Indenture.

            "Holder" or "Securityholder" means the person in whose name a
Security is registered on the Registrar's books.

            "Indebtedness" means (a) any liability of any Person (i) for
borrowed money or (ii) evidenced by a bond, note, debenture or similar
instrument (including a purchase money obligation) given in connection with the
acquisition of any businesses, properties or assets of any kind (other than a
trade payable or a current liability arising in the ordinary course of
business), or (iii) for the payment of money relating to a Capitalized Lease
Obligation or (iv) for all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; (b) any liability of others described in the preceding clause (a)
that such Person has guaranteed or that is otherwise its legal liability; (c)
all Indebtedness referred to in (but not excluded from) clauses (a) and (b)
above of other Persons and all dividends of other Persons, the payment of which
is secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Security Interest upon or
in property (including, without limitation, accounts and contract rights) owned
by such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; and (d) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the types referred
to in clauses (a), (b) and (c) above.

            "Indenture" means this Indenture as amended or supplemented from
time to time, including pursuant to any Authorizing Resolution or supplemental
indenture pertaining to any Series.

            "Issue Date" means, with respect to any Series of Securities, the
date on which the Securities of such Series are originally issued under this
Indenture.

            "Non-Recourse Indebtedness" means Indebtedness or other obligations
secured by a lien on property to the extent that the liability for the
Indebtedness or other obligations is limited to the security of the property
without liability on the part of the Company for any deficiency.

            "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

                                      -2-
<PAGE>

            "Officers' Certificate" means a certificate signed by two Officers
or by an Officer and an Assistant Treasurer or an Assistant Secretary of the
Company.

            "Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

            "Preferred Stock" of any Person means all Capital Stock of such
Person which has a preference in liquidation or with respect to the payment of
dividends.

            "Redeemable Capital Stock" means any Capital Stock of the Company or
any of its Subsidiaries that, either by its terms, by the terms of any security
into which it is convertible or exchangeable or otherwise, (a) is or upon the
happening of an event or passage of time would be required to be redeemed on or
prior to the final stated maturity of the securities or (b) is redeemable at the
option of the holder thereof at any time prior to such final stated maturity or
(c) is convertible into or exchangeable for debt securities at any time on or
prior to such final stated maturity.

            "SEC" means the Securities and Exchange Commission or any successor
agency performing the duties now assigned to it under the TIA.

            "Securities" means any Securities that are issued under this
Indenture.

            "Series" means a series of Securities established under this
Indenture.

            "Significant Subsidiary" means any Subsidiary of the Company which
would constitute a "significant subsidiary" as defined in Rule 1.02 of
Regulation S-X under the Securities Act of 1933, as amended and the Securities
Exchange Act of 1934, as amended.

            "Subsidiary" means any Person of which at the time of determination
by the Company, directly and/or indirectly through one or more Subsidiaries, the
Company owns more than 50% of the shares of its Voting Stock.

            "TIA" means the Trust Indenture Act of 1939, as in effect from time
to time.

            "Trust Officer" means the Chairman of the Board, the President, any
Vice President or any other officer or assistant officer of the Trustee assigned
by the Trustee to administer its corporate trust matters.

            "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor serving hereunder.

            "United States" means the United States of America.

                                      -3-
<PAGE>

            "U.S. government obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged or (ii) obligations of a person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank or trust company as custodian with respect to any such U.S. government
obligations or a specific payment of interest on or principal of any such U.S.
government obligation held by such custodian for the account of the holder of a
depositary receipt; provided, that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the U.S. government obligation or the specific payment of interest on or
principal of the U.S. government obligation evidenced by such depositary
receipt.

            "Voting Stock" means any class or classes of Capital Stock pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).

            SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                   Defined
Term                                                                              in Section
----                                                                              ----------
<S>                                                                               <C>
"Agent Members"........................................................              2.15
"Business Day".........................................................             10.07
"Custodian"............................................................              6.01
"Depositary"...........................................................              2.15
"Event of Default".....................................................              6.01
"Legal Holiday"........................................................             10.07
"Paying Agent".........................................................              2.03
"Registrar"............................................................              2.03
"Representative".......................................................             11.02
"Senior Indebtedness"..................................................             11.02
</TABLE>

            SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Securityholder.

                                      -4-
<PAGE>

            "indenture to be qualified" means this Indenture.

            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Company or any other
obligor on the Securities of a Series thereof.

            All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings so assigned to them.

            SECTION 1.04. Rules of Construction.

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it;

            (2) an accounting term, not otherwise defined, has the meaning
      assigned to it in accordance with GAAP;

            (3) "or" is not exclusive;

            (4) words in the singular include the plural, and in the plural
      include the singular; and

            (5) provisions apply to successive events and transactions.

                                   ARTICLE TWO

                                 THE SECURITIES

            SECTION 2.01. Form and Dating.

            The aggregate principal amount of Securities that may be issued
under this Indenture is unlimited. The Securities may be issued from time to
time in one or more Series. Each Series shall be created by an Authorizing
Resolution or a supplemental indenture that establishes the terms of the Series,
which may include the following:

            (1) the title of the Series;

            (2) the aggregate principal amount (or any limit on the aggregate
      principal amount) of the Series and, if any Securities of a Series are to
      be issued at a discount from their face amount, the method of computing
      the accretion of such discount;

            (3) the interest rate or method of calculation of the interest rate;

            (4) the date from which interest will accrue;

            (5) the record dates for interest payable on Securities of the
      Series;

                                      -5-
<PAGE>

            (6) the dates when, places where and manner in which principal and
      interest are payable;

            (7) the Registrar and Paying Agent;

            (8) the terms of any mandatory (including any sinking fund
      requirements) or optional redemption by the Company;

            (9) the terms of any redemption at the option of Holders;

            (10) the denominations in which Securities are issuable;

            (11) whether Securities will be issued in registered or bearer form
      and the terms of any such forms of Securities;

            (12) whether any Securities will be represented by a global Security
      and the terms of any such global Security;

            (13) if payments of principal or interest may be made in a currency
      other than that in which Securities are denominated, the manner for
      determining such payments;

            (14) provisions for electronic issuance of Securities or issuance of
      Securities in uncertificated form;

            (15) any Events of Default, covenants and/or defined terms in
      addition to or in lieu of those set forth in this Indenture;

            (16) whether and upon what terms Securities may be defeased if
      different from the provisions set forth in this Indenture;

            (17) the form of the Securities, which, unless the Authorizing
      Resolution or supplemental indenture otherwise provides, shall be in the
      form of Exhibit A;

            (18) any terms that may be required by or advisable under applicable
      law;

            (19) whether, upon what terms and by which entities the Securities
      will be guaranteed;

            (20) the percentage of the principal amount of the Securities which
      is payable if the maturity of the Securities is accelerated in the case of
      Securities issued at a discount from their face amount; and

            (21) any other terms in addition to or different from those
      contained in this Indenture.

            All Securities of one Series need not be issued at the same time
and, unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series pursuant to an Authorizing Resolution, an
Officers' Certificate or in any indenture supplemental hereto.

                                      -6-
<PAGE>

            The creation and issuance of a Series and the authentication and
delivery thereof are not subject to any conditions precedent.

            SECTION 2.02. Execution and Authentication.

            Two Officers shall sign, or one Officer shall sign and one Officer
shall attest to, the Securities for the Company by manual or facsimile
signature.

            If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall
nevertheless be valid.

            A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

            The Trustee shall authenticate Securities for original issue upon
receipt of an Officers' Certificate of the Company. Each Security shall be dated
the date of its authentication.

            SECTION 2.03. Registrar and Paying Agent.

            The Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar"), an
office or agency where Securities may be presented for payment ("Paying Agent")
and an office or agency where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Registrar shall
keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-Registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall
promptly notify the Trustee in writing of the name and address of any such Agent
and the Trustee shall have the right to inspect the Securities register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right
to rely upon such register as to the names and addresses of the Holders and the
principal amounts and certificate numbers thereof. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such.

            The Company initially appoints the Trustee as Registrar and Paying
Agent.

            SECTION 2.04. Paying Agent to Hold Money in Trust.

            Each Paying Agent shall hold in trust for the benefit of
Securityholders and the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities, and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it
as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.

                                      -7-
<PAGE>

            SECTION 2.05. Securityholder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least 5 Business Days before each semi-annual interest payment
date and at such other times as the Trustee may request in writing a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

            SECTION 2.06. Transfer and Exchange.

            Where a Security is presented to the Registrar or a co-Registrar
with a request to register a transfer, the Registrar shall register the transfer
as requested if the requirements of Section 8-401(1) of the New York Uniform
Commercial Code are met. Where Securities are presented to the Registrar or a
co-Registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit transfers and exchanges,
the Trustee shall authenticate Securities at the Registrar's request. The
Registrar need not transfer or exchange any Security selected for redemption,
except the unredeemed part thereof if the Security is redeemed in part, or
transfer or exchange any Securities for a period of 15 days before a selection
of Securities to be redeemed. Any exchange or transfer shall be without charge,
except that the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto except in
the case of exchanges pursuant to 2.09, 3.06, or 9.05 not involving any
transfer.

            Any Holder of a global Security shall, by acceptance of such global
Security, agree that transfers of beneficial interests in such global Security
may be effected only through a book entry system maintained by the Holder of
such global Security (or its agent), and that ownership of a beneficial interest
in the Security shall be required to be reflected in a book entry.

            SECTION 2.07. Replacement Securities.

            If the Holder of a Security claims that the Security has been lost,
destroyed, mutilated or wrongfully taken, the Company shall issue and, upon
written request of any Officer of the Company, the Trustee shall authenticate a
replacement Security; provided, however, in the case of a lost, destroyed or
wrongfully taken Security, that the requirements of Section 8-405 of the New
York Uniform Commercial Code are met. If any such lost, destroyed, mutilated or
wrongfully taken Security shall have matured or shall be about to mature, the
Company may, instead of issuing a substitute Security therefor, pay such
Security without requiring (except in the case of a mutilated Security) the
surrender thereof. An indemnity bond must be sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Security is replaced, including the
acquisition of such Security by a bona fide purchaser. The Company or the
Trustee may charge the Holder for expenses in replacing a Security.

                                      -8-
<PAGE>

            SECTION 2.08. Outstanding Securities.

            Securities outstanding at any time are all Securities authenticated
by the Trustee except for those canceled by it and those described in this
Section. A Security does not cease to be outstanding because the Company or one
of its Affiliates holds the Security.

            If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If, on a redemption date or maturity date, the Paying Agent holds
money sufficient to pay Securities payable on that date, then on and after that
date such Securities cease to be outstanding and interest on them ceases to
accrue.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

            SECTION 2.09. Temporary Securities.

            Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and, upon surrender for
cancellation of the temporary Security, the Company shall execute and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
authenticated and delivered hereunder.

            SECTION 2.10. Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange,
redemption or payment. The Trustee and no one else shall cancel and destroy, or
retain in accordance with its standard retention policy, all Securities
surrendered for registration or transfer, exchange, redemption, paying or
cancellation. Unless the Authorizing Resolution so provides, the Company may not
issue new Securities to replace Securities that it has previously paid or
delivered to the Trustee for cancellation.

            SECTION 2.11. Defaulted Interest.

            If the Company defaults in a payment of interest on the Securities,
it shall pay the defaulted interest plus any interest payable on the defaulted
interest to the persons who are Securityholders on a subsequent special record
date. The Company shall fix such special record date and a payment date which
shall be reasonably satisfactory to the Trustee. At least 15 days before such
special record date, the Company shall mail to each Securityholder a notice that
states the record date, the payment date and the amount of defaulted interest to
be paid. On or

                                      -9-
<PAGE>

before the date such notice is mailed, the Company shall deposit with the Paying
Agent money sufficient to pay the amount of defaulted interest to be so paid.
The Company may pay defaulted interest in any other lawful manner if, after
notice given by the Company to the Trustee of the proposed payment, such manner
of payment shall be deemed practicable by the Trustee.

            SECTION 2.12. Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities of a Series have concurred in any direction, waiver, consent or
notice, Securities owned by the Company or any of its Subsidiaries shall be
considered as though they are not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee actually knows
are so owned shall be so considered.

            SECTION 2.13. CUSIP Numbers.

            The Company in issuing the Securities of any Series may use a
"CUSIP" number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such Securities; provided
that no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of any such CUSIP number printed in the notice or on
such Securities, and that reliance may be placed only on the other
identification numbers printed on such Securities. The Company shall promptly
notify the Trustee of any change in any CUSIP number.

            SECTION 2.14. Deposit of Moneys.

            Prior to 11:00 a.m. New York City time on each interest payment date
and maturity date with respect to each Series of Securities, the Company shall
have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments due on such interest payment date or maturity
date, as the case may be, in a timely manner which permits the Paying Agent to
remit payment to the Holders on such interest payment date or maturity date, as
the case may be.

            SECTION 2.15. Book-Entry Provisions for Global Security.

            (a) Any global Security of a Series initially shall (i) be
registered in the name of the depository who shall be identified in the
Authorizing Resolution or supplemental indenture relating to such Securities
(the "Depository") or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear any required legends.

            Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any global Security
held on their behalf by the Depository, or the Trustee as its custodian, or
under the global Security, and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization

                                      -10-
<PAGE>

furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

            (b) Transfers of any global Security shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the global Security may be
transferred or exchanged for definitive Securities in accordance with the rules
and procedures of the Depository. In addition, definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a global Security if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the global Security and a
successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depository to issue definitive
Securities.

            (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any global Security to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more definitive Securities are to
be issued) reflect on its books and records the date and a decrease in the
principal amount of the global Security in an amount equal to the principal
amount of the beneficial interest in the global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more definitive Securities of like tenor and amount.

            (d) In connection with the transfer of an entire global Security to
beneficial owners pursuant to paragraph (b), the global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute, and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depository in exchange for its beneficial interest in
the global Security, an equal aggregate principal amount of definitive
Securities of authorized denominations.

            (e) The Holder of any global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities of such Series.

                                  ARTICLE THREE

                                   REDEMPTION

            SECTION 3.01. Notices to Trustee.

            Securities of a Series that are redeemable prior to maturity shall
be redeemable in accordance with their terms and, unless the Authorizing
Resolution or supplemental indenture provides otherwise, in accordance with this
Article.

            If the Company wants to redeem Securities pursuant to Paragraph 5 of
the Securities, it shall notify the Trustee in writing of the redemption date
and the principal amount of Securities to be redeemed. Any such notice may be
canceled at any time prior to notice of such redemption being mailed to Holders.
Any such canceled notice shall be void and of no effect.

                                      -11-
<PAGE>

            If the Company wants to credit any Securities previously redeemed,
retired or acquired against any redemption pursuant to Paragraph 6 of the
Securities, it shall notify the Trustee of the amount of the credit and it shall
deliver any Securities not previously delivered to the Trustee for cancellation
with such notice.

            The Company shall give each notice provided for in this Section 3.01
at least 30 days before the notice of any such redemption is to be mailed to
Holders (unless a shorter notice shall be satisfactory to the Trustee).

            SECTION 3.02. Selection of Securities to be Redeemed.

            If fewer than all of the Securities of a Series are to be redeemed,
the Trustee shall select the Securities to be redeemed by a method the Trustee
considers fair and appropriate. The Trustee shall make the selection from
Securities outstanding not previously called for redemption and shall promptly
notify the Company of the serial numbers or other identifying attributes of the
Securities so selected. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than the minimum
denomination for the Series. Securities and portions of them it selects shall be
in amounts equal to the minimum denomination for the Series or an integral
multiple thereof. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption.

            SECTION 3.03. Notice of Redemption.

            At least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by first-class mail, postage
prepaid, to each Holder of Securities to be redeemed.

            The notice shall identify the Securities to be redeemed and shall
state:

            (1) the redemption date;

            (2) the redemption price;

            (3) the name and address of the Paying Agent;

            (4) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (5) that interest on Securities called for redemption ceases to
      accrue on and after the redemption date; and

            (6) that the Securities are being redeemed pursuant to the mandatory
      redemption or the optional redemption provisions, as applicable.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall deliver to the Trustee at least 15 days prior to the date on which
notice of redemption is to be mailed or such shorter period as may be
satisfactory to the Trustee, an Officers' Certificate requesting that the

                                      -12-
<PAGE>

Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

            SECTION 3.04. Effect of Notice of Redemption.

            Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price as set forth in the notice of redemption. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price, plus accrued
interest to the redemption date.

            SECTION 3.05. Deposit of Redemption Price.

            On or before the redemption date, the Company shall deposit with the
Paying Agent immediately available funds sufficient to pay the redemption price
of and accrued interest on all Securities to be redeemed on that date.

            SECTION 3.06. Securities Redeemed in Part.

            Upon surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for each Holder a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

            SECTION 4.01. Payment of Securities.

            The Company shall pay the principal of and interest on a Series on
the dates and in the manner provided in the Securities of the Series. An
installment of principal or interest shall be considered paid on the date it is
due, if on that date the Paying Agent holds money designated for and sufficient
to pay the installment; provided, however, that money held by the Paying Agent
for the benefit of holders of Senior Indebtedness pursuant to the provisions of
Article 11 hereof shall not be considered paid within the meaning of this
Section 4.01.

            The Company shall pay interest on overdue principal at the rate
borne by the Series; it shall pay interest on overdue installments of interest
at the same rate.

            SECTION 4.02. Maintenance of Office or Agency.

            The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee.

                                      -13-
<PAGE>

            SECTION 4.03. Compliance Certificate.

            The Company shall deliver to the Trustee within 120 days after the
end of its fiscal year an Officers' Certificate complying with Section 314(a)(4)
of the TIA and stating that a review of its activities and the activities of its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing persons with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture and further stating, as to each such person signing such certificate,
whether or not the signer knows of any failure by the Company or any Subsidiary
of the Company to comply with any conditions or covenants in this Indenture and,
if such signer does know of such a failure to comply, the certificate shall
describe such failure with particularity. The Officers' Certificate shall also
notify the Trustee should the relevant fiscal year end on any date other than
the current fiscal year end date.

            SECTION 4.04. Payment of Taxes; Maintenance of Corporate Existence;
                          Maintenance of Properties.

            The Company will:

            (a) cause to be paid and discharged all lawful taxes, assessments
      and governmental charges or levies imposed upon the Company or upon the
      income or profits of the Company or upon property or any part thereof
      belonging to the Company before the same shall be in default, as well as
      all lawful claims for labor, materials and supplies which, if unpaid,
      might become a lien or charge upon such property or any part thereof;
      provided, however, that the Company shall not be required to cause to be
      paid or discharged any such tax, assessment, charge, levy or claim so long
      as the validity or amount thereof shall be contested in good faith by
      appropriate proceedings and the nonpayment thereof does not, in the
      judgment of the Company, materially adversely affect the ability of the
      Company to pay all obligations under this Indenture when due; and
      provided, further, that the Company shall not be required to cause to be
      paid or discharged any such tax, assessment, charge, levy or claim if, in
      the judgment of the Company, such payment shall not be advantageous to the
      Company in the conduct of its business and if the failure so to pay or
      discharge does not, in its judgment, materially adversely affect the
      ability of the Company to pay all obligations under this Indenture when
      due;

            (b) cause to be done all things necessary to preserve and keep in
      full force and effect the corporate existence of the Company; provided,
      however, that nothing in this subsection (b) shall prevent a consolidation
      or merger of the Company not prohibited by the provisions of Article Five
      or any other provision or the Authorizing Resolution or supplemental
      indenture pertaining to a Series; and

            (c) at all times keep, maintain and preserve the property of the
      Company in good repair, working order and condition (reasonable wear and
      tear excepted) and from time to time make all needful and proper repairs,
      renewals, replacements, betterments and improvements thereto, so that the
      business carried on in connection therewith may be properly and
      advantageously conducted at all times; provided, however, that nothing in

                                      -14-
<PAGE>

      this subsection (c) shall prevent the Company from discontinuing the
      operation and maintenance of any such properties if such discontinuance
      is, in the judgment of the Company, desirable in the conduct of its
      business and not disadvantageous in any material respect to the ability of
      the Company to pay all obligations under this Indenture when due.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

            SECTION 5.01. When Company May Merge, etc.

            The Company shall not consolidate with or merge with or into, any
other corporation, or transfer all or substantially all of its assets to, any
entity unless permitted by law and unless (1) the resulting, surviving or
transferee entity, which shall be a corporation organized and existing under the
laws of the United States or a State thereof, assumes by supplemental indenture,
in a form reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture and (2) immediately after giving
effect to, and as a result of, such transaction, no Default or Event of Default
shall have occurred and be continuing. Thereafter such successor corporation or
corporations shall succeed to and be substituted for the Company with the same
effect as if it had been named herein as the "Company" and all such obligations
of the predecessor corporation shall terminate.

            The Company shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers' Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and such
supplemental indenture comply with this Indenture.

            To the extent that an Authorizing Resolution or supplemental
indenture pertaining to any Series provides for different provisions relating to
the subject matter of this Article Five, the provisions in such Authorizing
Resolution or supplemental indenture shall govern for purposes of such Series.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

            SECTION 6.01. Events of Default.

            An "Event of Default" on a Series occurs if, voluntarily or
involuntarily, whether by operation of law or otherwise, any one of the
following events occurs:

            (1) default in the payment of interest on any Security of such
      Series when the same becomes due and payable and the continuance of any
      such failure for a period of 30 days;

                                      -15-
<PAGE>

            (2) default in the payment of all or any part of the principal or
      premium, if any, of any Security of such Series when and as the same
      becomes due and payable at maturity, at redemption, by declaration of
      acceleration or otherwise;

            (3) default in the observance or performance of, or breach of, any
      covenant or agreement or warranty of the Company contained in its
      agreements or covenants in, or provisions of the Securities of such
      Series, or this Indenture (unless specifically dealt with elsewhere), and
      continuance of such default or breach for a period of 60 days after there
      has been given, by registered or certified mail, to the Company by the
      Trustee, or to the Company and the Trustee by Holders of at least 25% in
      aggregate principal amount of the outstanding Securities, a written notice
      specifying such default or breach, requiring it to be remedies and stating
      that such notice is a "Notice of Default" hereunder;

            (4) a decree, judgment or order by a court of competent jurisdiction
      shall have been entered adjudging the Company or any of its Significant
      Subsidiaries as bankrupt or insolvent, or approving as properly filed a
      petition in an involuntary case or proceeding seeking reorganization of
      the Company or any of its Significant Subsidiaries under any bankruptcy or
      similar law, or a decree, judgment or order of a court of competent
      jurisdiction directing the appointment of a receiver, liquidator, trustee,
      or assignee in bankruptcy or insolvency of the Company, any of its
      Significant Subsidiaries, or of the assets or property of any such Person,
      or the winding up or liquidation of the affairs of any such Person, shall
      have been entered, and the continuance of any such decree, judgment or
      order unstayed and in effect for a period of 90 consecutive days;

            (5) the Company or any of its Significant Subsidiaries shall
      institute proceedings to be adjudicated a voluntary bankrupt (including
      conversion of an involuntary proceeding into a voluntary proceeding), or
      shall consent to the filing of a bankruptcy proceeding against it, or
      shall file a petition or answer or consent to the filing of any such
      petition, or shall consent to the appointment of a Custodian, receiver,
      liquidator, trustee, or assignee in bankruptcy or insolvency of it or any
      of its assets or property, or shall make a general assignment for the
      benefit of creditors, or shall admit in writing its inability to pay its
      debts generally as they become due, or shall, within the meaning of any
      Bankruptcy Law, become insolvent, or fail generally to pay its debts as
      they become due;

            (6) (i) the acceleration of any Indebtedness (other than
      Non-Recourse Indebtedness) of the Company or any of its Significant
      Subsidiaries (in accordance with the terms of such Indebtedness and after
      giving effect to any applicable grace period set forth in the documents
      governing such Indebtedness) that has an outstanding principal amount of
      $25,000,000 or more individually or $40,000,000 or more in the aggregate
      to be immediately due and payable; provided that, in the event any such
      acceleration is withdrawn or otherwise rescinded (including satisfaction
      of such Indebtedness) within a period of ten business days after such
      acceleration by the holders of such Indebtedness, any Event of Default
      under this clause (6) will be deemed to be cured and any acceleration
      hereunder will be deemed withdrawn or rescinded; or (ii) the failure by
      the Company or any of its Significant Subsidiaries to make any principal,
      premium, interest or other required payment in respect of Indebtedness
      (other than Non-Recourse

                                      -16-
<PAGE>

      Indebtedness) of the Company or any of its Significant Subsidiaries with
      an outstanding aggregate principal amount of $25,000,000 or more
      individually or $40,000,000 or more in the aggregate (after giving effect
      to any applicable grace period set forth in the documents governing such
      Indebtedness); and

            (7) one or more final nonappealable judgments (in the amount not
      covered by insurance or not reserved for) or the issuance of any warrant
      of attachment against any portion of the property or assets (except with
      respect to Non-Recourse Indebtedness) of the Company or any of its
      Significant Subsidiaries, which are $25,000,000 or more individually or
      $40,000,000 or more in the aggregate, at any one time rendered against the
      Company or any of its Significant Subsidiaries by a court of competent
      jurisdiction and not bonded, satisfied or discharged for a period (during
      which execution shall not be effectively stayed) of (i) 60 days after the
      judgment becomes final and such court shall not have ordered or approved,
      and the parties shall not have agreed upon, the payment of such judgment
      at a later date or dates or (ii) 60 days after all or any part of such
      judgment is payable pursuant to any court order or agreement between the
      parties.

            The term "Custodian" means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.

            SECTION 6.02. Acceleration.

            If an Event of Default (other than an Event of Default with respect
to the Company resulting from subclauses (4) or (5) above), shall have occurred
and be continuing under the Indenture, the Trustee by notice to the Company, or
the Holders of at least 25 percent in principal amount of the Securities of the
applicable Series then outstanding by notice to the Company and the Trustee, may
declare all Securities of such Series to be due and payable immediately. Upon
such declaration of acceleration, the amounts due and payable on the Securities
of such Series will be due and payable immediately. If an Event of Default with
respect to the Company specified in subclauses (4) or (5) above occurs, all
amounts due and payable on the Securities of such Series will ipso facto become
and be immediately due and payable without any declaration, notice or other act
on the part of the Trustee and the Company or any Holder. The Holders of a
majority in principal amount of the Securities of such Series then outstanding
by written notice to the Trustee and the Company may waive any Default or Event
of Default (other than any Default or Event of Default in payment of principal
or interest) with respect to such Series of Securities under the Indenture.
Holders of a majority in principal amount of the then outstanding Securities of
such Series may rescind an acceleration with respect to such Series and its
consequence (except an acceleration due to nonpayment of principal or interest
on the Securities of such Series) if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived.

            No such rescission shall extend to or shall affect any subsequent
Event of Default, or shall impair any right or power consequent thereon.

                                      -17-
<PAGE>

            SECTION 6.03. Other Remedies.

            If an Event of Default on a Series occurs and is continuing, the
Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of or interest on the Series or to enforce the
performance of any provision in the Securities or this Indenture applicable to
the Series.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

            SECTION 6.04. Waiver of Existing Defaults.

            Subject to Section 9.02, the Holders of a majority in principal
amount of the outstanding Securities of a Series on behalf of all the Holders of
the Series by notice to the Trustee may waive an existing Default on such Series
and its consequences. When a Default is waived, it is cured and stops
continuing, and any Event of Default arising therefrom shall be deemed to have
been cured; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.

            SECTION 6.05. Control by Majority.

            The Holders of a majority in principal amount of the outstanding
Securities of a Series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to such Series. The Trustee, however, may
refuse to follow any direction (i) that conflicts with law or this Indenture,
(ii) that, subject to Section 7.01, the Trustee determines is unduly prejudicial
to the rights of other Securityholders, or (iii) that would involve the Trustee
in personal liability.

            SECTION 6.06. Limitation on Suits.

            A Securityholder of a Series may not pursue any remedy with respect
to this Indenture or the Series unless:

            (1) the Holder gives to the Trustee written notice of a continuing
      Event of Default on the Series;

            (2) the Holders of at least 25% in aggregate principal amount of the
      outstanding Securities of the Series make a written request to the Trustee
      to pursue the remedy;

            (3) such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

                                      -18-
<PAGE>

            (4) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5) no written request inconsistent with such written request shall
      have been given to the Trustee pursuant to this Section 6.06.

            A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another
Securityholder.

            SECTION 6.07. Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of and interest on the Security, on
or after the respective due dates expressed in the Security, or to bring suit
for the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

            SECTION 6.08. Collection Suit by Trustee.

            If an Event of Default in payment of interest or principal specified
in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid.

            SECTION 6.09. Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property, and unless prohibited by applicable law or
regulation, may vote on behalf of the Holders in any election of a Custodian,
and shall be entitled and empowered to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same
and any Custodian in any such judicial proceeding is hereby authorized by each
Securityholder to make such payments to the Trustee. Nothing herein shall be
deemed to authorize the Trustee to authorize or consent to or vote for or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder or to authorize the Trustee to vote in respect of the claim of any
Securityholder except as aforesaid for the election of the Custodian.

            SECTION 6.10. Priorities.

            If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

      First:  to the Trustee for amounts due under Section 7.07;

      Second: to holders of Senior Indebtedness to the extent required by
              Article 11;

                                      -19-
<PAGE>

      Third:  to Securityholders for amounts due and unpaid on the Securities
              for principal and interest, ratably, without preference or
              priority of any kind, according to the amounts due and payable on
              the Securities for principal and interest, respectively; and

      Fourth: to the Company as its interests may appear.

            The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10.

            SECTION 6.11. Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having the due regard
to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Series.

                                  ARTICLE SEVEN

                                     TRUSTEE

            SECTION 7.01. Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall, prior to the receipt of directions from the Holders of a majority
in principal amount of the Securities, exercise its rights and powers and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

            (b) Except during the continuance of an Event of Default:

            (1) The Trustee need perform only those duties that are specifically
      set forth in this Indenture and no others and no implied covenants or
      obligations shall be read into this Indenture against the Trustee.

            (2) In the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of his Indenture. The
      Trustee, however, shall examine the certificates and opinions to determine
      whether or not they conform to the requirements of this Indenture but need
      not confirm or investigate the accuracy of mathematical calculations or
      other facts or matters stated herein.

                                      -20-
<PAGE>

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (1) This paragraph does not limit the effect of paragraph (b) of
      this Section.

            (2) The Trustee shall not be liable for any error of judgment made
      in good faith by a Trust Officer, unless it is proved that the Trustee was
      negligent in ascertaining the pertinent facts.

            (3) The Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 or any other direction of the
      Holders permitted hereunder.

            (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

            (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

            (g) None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

            SECTION 7.02. Rights of Trustee.

            Subject to Section 7.01:

                  (a) The Trustee may rely and shall be protected in acting or
      refraining from acting on any document, resolution, certificate,
      instrument, report, or direction believed by it to be genuine and to have
      been signed or presented by the proper person. The Trustee need not
      investigate any fact or matter stated in the document, resolution,
      certificate, instrument, report, or direction.

                  (b) Before the Trustee acts or refrains from acting, it may
      require an Officers' Certificate or an Opinion of Counsel or both, which
      shall conform to Sections 10.04 and 10.05 hereof and containing such other
      statements as the Trustee reasonably deems necessary to perform its duties
      hereunder. The Trustee shall not be liable for any action it takes or
      omits to take in good faith in reliance on the Officers' Certificate,
      Opinion of Counsel or any other direction of the Company permitted
      hereunder.

                  (c) The Trustee may act through agents and shall not be
      responsible for the misconduct or negligence of any agent appointed with
      due care.

                                      -21-
<PAGE>

                  (d) The Trustee shall not be liable for any action taken,
      suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Indenture.

                  (e) The Trustee may consult with counsel, and the written
      advice of such counsel or any Opinion of Counsel as to matters of law
      shall be full and complete authorization and protection in respect of any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

                  (f) Unless otherwise specifically provided in the Indenture,
      any demand, request, direction or notice from the Company shall be
      sufficient if signed by an Officer of the Company.

                  (g) For all purposes under this Indenture, the Trustee shall
      not be deemed to have notice or knowledge of any Event of Default (other
      than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to
      and working in the Trustee's corporate trust office has actual knowledge
      thereof or unless written notice of any Event of Default is received by
      the Trustee at its address specified in Section 10.02 hereof and such
      notice references the Securities generally, the Company or this Indenture.

            SECTION 7.03. Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, must comply with
Sections 7.10 and 7.11.

            SECTION 7.04. Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture, the Securities or of any prospectus used to sell the
Securities; it shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be accountable for any money paid to the
Company, or upon the Company's direction, if made under and in accordance with
any provision of this Indenture; it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee;
and it shall not be responsible for any statement of the Company in this
Indenture or in the Securities other than its certificate of authentication.

            SECTION 7.05. Notice of Defaults.

            If a Default on a Series occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to each Securityholder of the Series
notice of the Default (which shall specify any uncured Default known to it)
within 90 days after it occurs. Except in the case of a default in payment of
principal of or interest on a Series, the Trustee may withhold the notice if and
so long as the board of directors of the Trustee, the executive or any trust
committee of such directors and/or responsible officers of the Trustee in good
faith determine(s) that withholding the notice is in the interests of Holders of
the Series.

                                      -22-
<PAGE>

            SECTION 7.06. Reports by Trustee to Holders.

            Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Securityholder a
brief report dated as of such May 15 that complies with TIA Sections 313(a) (but
if no event described in TIA Sections 313(2) has occurred within the twelve
months preceding the reporting date no report need be transmitted). The Trustee
also shall comply with TIA Sections 313(b).

            A copy of each report at the time of its mailing to Securityholders
shall be delivered to the Company and filed by the Trustee with the SEC and each
national securities exchange on which the Securities are listed. The Company
agrees to notify the Trustee of each national securities exchange on which the
Securities are listed.

            SECTION 7.07. Compensation and Indemnity.

            The Company shall pay to the Trustee or predecessor trustee from
time to time reasonable compensation for their respective services subject to
any written agreement between the Trustee and the Company. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel. The Company shall indemnify the
Trustee and each predecessor trustee, its officers, directors, employees and
agents and hold it harmless against any loss, liability or expense incurred or
made by or on behalf of it in connection with the administration of this
Indenture or the trust hereunder and its duties hereunder including the costs
and expenses of defending itself against or investigating any claim in the
premises. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through the Trustee's, or
its officers', directors', employees' or agents' negligence or bad faith.

            To ensure the Company's payment obligations in this Section, the
Trustee shall have a claim prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal of or
interest on particular Securities.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 6.01 or in connection with Article
6 hereof, the expenses (including the reasonable fees and expenses of its
counsel) and the compensation for services in connection therewith are to
constitute expenses of administration under any bankruptcy law.

            SECTION 7.08. Replacement of Trustee.

            The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the removed Trustee in writing and may appoint a
successor trustee with the Company's consent. Such resignation or removal shall
not take effect until the appointment by the Securityholders or the Company as
hereinafter provided of a successor trustee and the acceptance of such
appointment by such successor trustee. The Company may remove the Trustee and
any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee for any or no
reason, including if:

                                      -23-
<PAGE>

            (1) the Trustee fails to comply with Section 7.10 after written
      request by the Company or any bona fide Securityholder who has been a
      Securityholder for at least six months;

            (2) the Trustee is adjudged a bankrupt or an insolvent;

            (3) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (4) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
trustee. If a successor trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or any
Holder may petition any court of competent jurisdiction for the appointment of a
successor trustee.

            A successor trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor trustee, the resignation or removal of the retiring Trustee shall
become effective, and the successor trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor trustee shall mail
notice of its succession to each Securityholder.

            SECTION 7.09. Successor Trustee by Merger, etc.

            If the Trustee consolidates with, merges with or into or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor trustee.

            SECTION 7.10. Eligibility; Disqualification.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1). The Trustee shall have a combined
capital and surplus of at least $10,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Sections
310(b).

            SECTION 7.11. Preferential Collection of Claims Against Company.

            The Trustee shall comply with TIA Sections 311(a), excluding any
creditor relationship listed in TIA Sections 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Sections 311(a) to the extent indicated
therein.

                                      -24-
<PAGE>

                                 ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

            SECTION 8.01. Defeasance Upon Deposit of Moneys
                          or U.S. Government Obligations.

            (a) The Company may, at its option and at any time, elect to have
either paragraph (b) or paragraph (c) below be applied to the outstanding
Securities of any Series upon compliance with the applicable conditions set
forth in paragraph (d).

            (b) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company shall be deemed to have been
released and discharged from its respective obligations with respect to the
outstanding Securities of a Series on the date the applicable conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
such Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
a Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of the Sections and matters under this Indenture referred to in (i) and
(ii) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned, except
for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of outstanding Securities of a Series to
receive solely from the trust fund described in paragraph (d) below and as more
fully set forth in such paragraph, payments in respect of the principal of and
interest on such Securities when such payments are due and (ii) obligations
listed in Section 8.02, subject to compliance with this Section 8.01. The
Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) below with respect to such
Securities.

            (c) Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company shall be released and discharged
from the obligations under any covenant contained in Article Four and any other
covenant contained in the Authorizing Resolution or supplemental indenture
relating to such Series to the extent provided for therein, on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Securities of such Series shall thereafter be deemed to be
not "outstanding" for the purpose of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities of a Series, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01(3), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby.

            (d) The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Securities of the
applicable Series:

                                      -25-
<PAGE>

            (1) The Company shall have irrevocably deposited in trust with the
      Trustee, pursuant to an irrevocable trust and security agreement in form
      and substance reasonably satisfactory to the Trustee, money in U.S.
      dollars or U.S. government obligations or a combination thereof in such
      amounts and at such times as are sufficient, in the opinion of a
      nationally recognized firm of independent public accountants, to pay the
      principal of and interest on the outstanding Securities of such Series to
      maturity or redemption; provided, however, that the Trustee (or other
      qualifying trustee) shall have received an irrevocable written order from
      the Company instructing the Trustee (or other qualifying trustee) to apply
      such money or the proceeds of such U.S. government obligations to said
      payments with respect to the Securities of such Series to maturity or
      redemption;

            (2) No Default or Event of Default shall have occurred and be
      continuing on the date of such deposit;

            (3) Such deposit will not result in a Default under this Indenture
      or a breach or violation of, or constitute a default under, any other
      material instrument or agreement to which the Company or any of its
      Subsidiaries is a party or by which it or any of their property is bound;

            (4) (i) In the event the Company elects paragraph (b) hereof, the
      Company shall deliver to the Trustee an Opinion of Counsel in the United
      States, in form and substance reasonably satisfactory to the Trustee, to
      the effect that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling or (B) since the Issue
      Date pertaining to such Series, there has been a change in the applicable
      federal income tax law, in either case to the effect that, and based
      thereon such Opinion of Counsel shall state that, or (ii) in the event the
      Company elects paragraph (c) hereof, the Company shall deliver to the
      Trustee an Opinion of Counsel in the United States, in form and substance
      reasonably satisfactory to the Trustee, to the effect that, in the case of
      clauses (i) and (ii), Holders of the Securities of such Series will not
      recognize income, gain or loss for United States federal income tax
      purposes as a result of such deposit and the defeasance contemplated
      hereby and will be subject to federal income tax in the same amounts and
      in the same manner and at the same times as would have been the case if
      such deposit and defeasance had not occurred;

            (5) The Company shall have delivered to the Trustee an Officers'
      Certificate, stating that the deposit under clause (1) was not made by the
      Company with the intent of preferring the Holders of the Securities of
      such Series over any other creditors of the Company or with the intent of
      defeating, hindering, delaying or defrauding any other creditors of the
      Company or others;

            (6) The Company shall have delivered to the Trustee an Opinion of
      Counsel, reasonably satisfactory to the Trustee, to the effect that, (A)
      the trust funds will not be subject to the rights of Holders of
      Indebtedness of the Company other than the Securities of such Series and
      (B) assuming no intervening bankruptcy of the Company between the date of
      deposit and the 91st day following the deposit and that no Holder of
      Securities of such Series is an insider of the Company, after the 91st day
      following the deposit, the

                                      -26-
<PAGE>

      trust funds will not be subject to any applicable bankruptcy, insolvency,
      reorganization or similar law affecting creditors' rights generally; and

            (7) The Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent specified herein relating to the defeasance contemplated by this
      Section 8.01 have been complied with.

            In the event all or any portion of the Securities of a Series are to
be redeemed through such irrevocable trust, the Company must make arrangements
satisfactory to the Trustee, at the time of such deposit, for the giving of the
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.

            (e) In addition to the Company's rights above under this Section
8.01, the Company may terminate all of its obligations under this Indenture with
respect to a Series when:

            (1) All Securities of such Series theretofore authenticated and
      delivered (other than Securities which have been destroyed, lost or stolen
      and which have been replaced or paid as provided in Section 2.07 and
      Securities for whose payment money has theretofore been deposited in trust
      or segregated and held in trust by the Company and thereafter repaid to
      the Company or discharged from such trust) have been delivered to the
      Trustee for cancellation or all such Securities not theretofore delivered
      to the Trustee for cancellation have become due and payable and the
      Company has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust solely for that purpose an amount of money
      sufficient to pay and discharge the entire Indebtedness on the Securities
      not theretofore delivered to the Trustee for cancellation, for principal
      of and interest;

            (2) The Company has paid or caused to be paid all other sums payable
      hereunder by the Company;

            (3) The Company has delivered irrevocable instructions to the
      Trustee to apply the deposited money toward the payment of the Securities
      at maturity or redemption, as the case may be; and

            (4) The Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, stating that all conditions
      precedent specified herein relating to the satisfaction and discharge of
      this Indenture have been complied with.

            SECTION 8.02. Survival of the Company's Obligations.

            Notwithstanding the satisfaction and discharge of the Indenture
under Section 8.01, the Company's obligations in paragraph 9 of the Securities
and Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall
survive until the Securities of an applicable Series are no longer outstanding.
Thereafter, the Company's obligations in paragraph 9 of the Securities of such
Series and Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such
Series).

                                      -27-
<PAGE>

            SECTION 8.03. Application of Trust Money.

            The Trustee shall hold in trust money or U.S. government obligations
deposited with it pursuant to Section 8.01. It shall apply the deposited money
and the money from U.S. government obligations in accordance with this Indenture
to the payment of principal of and interest on the Securities of the defeased
Series.

            SECTION 8.04. Repayment to the Company.

            The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time. The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Securityholders entitled to the money must look to the Company for
payment as general creditors unless applicable abandoned property law designates
another person and all liability of the Trustee or such Paying Agent with
respect to such money shall cease.

            SECTION 8.05. Reinstatement.

            If the Trustee is unable to apply any money or U.S. government
obligations in accordance with Section 8.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities relating to the Series shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee is permitted to apply all such money or U.S.
government obligations in accordance with Section 8.01; provided, however, that
(a) if the Company has made any payment of interest on or principal of any
Securities of the Series because of the reinstatement of their obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. government obligations held by the
Trustee and (b) unless otherwise required by any legal proceeding or any order
or judgment of any court or governmental authority, the Trustee shall return all
such money or U.S. government obligations to the Company promptly after
receiving a written request therefor at any time, if such reinstatement of the
Company's obligations has occurred and continues to be in effect.

                                      -28-
<PAGE>

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

            SECTION 9.01. Without Consent of Holders.

            The Company and the Trustee may amend or supplement this Indenture
or the Securities of a Series without notice to or consent of any Securityholder
of such Series:

            (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to comply with Article Five;

            (3) to provide that specific provisions of this Indenture shall not
      apply to a Series not previously issued;

            (4) to create a Series and establish its terms;

            (5) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; and

            (6) to make any other change that does not adversely affect the
      rights of Securityholders.

            After an amendment under this Section 9.01 becomes effective, the
Company shall mail notice of such amendment to the Securityholders.

            SECTION 9.02. With Consent of Holders.

            The Company and the Trustee may amend or supplement this Indenture
or the Securities of a Series without notice to any Securityholder of such
Series but with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of each such Series affected by
the amendment. Each such Series shall vote as a separate class. The Holders of a
majority in principal amount of the outstanding Securities of any Series may
waive compliance by the Company with any provision of the Securities of such
Series or of this Indenture relating to such Series without notice to any
Securityholder. Without the consent of each Securityholder of a Series affected,
however, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:

            (1) reduce the amount of Securities of such Series whose Holders
      must consent to an amendment, supplement or waiver;

            (2) reduce the rate of or change the time for payment of interest,
      including defaulted interest, on any Security;

            (3) reduce the principal of or change the fixed maturity of any
      Security or alter the provisions (including related definitions) with
      respect to redemption of Securities pursuant to Article Three hereof or
      with respect to any obligations on the part

                                      -29-
<PAGE>

      of the Company to offer to purchase or to redeem Securities of a Series
      pursuant to the Authorizing Resolution or supplemental indenture
      pertaining to such Series;

            (4) modify the ranking or priority of the Securities of any Series;

            (5) make any change in Sections 6.04, 6.07 or this Section 9.02;

            (6) waive a continuing Default or Event of Default in the payment of
      the principal of or interest on any Security; or

            (7) make any Security payable at a place or in money other than that
      stated in the Security, or impair the right of any Securityholder to bring
      suit as permitted by Section 6.07.

            An amendment of a provision included solely for the benefit of one
or more Series does not affect the interests of Securityholders of any other
Series.

            It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed supplement, but it shall
be sufficient if such consent approves the substance thereof.

            After the issuance of any Securities, an amendment under this
Section or under Section 9.01 may not make any change that adversely affects in
any material respect the rights under Article 11 of the holders of Senior
Indebtedness, unless such holders of Senior Indebtedness consent to the change.

            SECTION 9.03. Compliance with Trust Indenture Act.

            Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

            SECTION 9.04. Revocation and Effect of Consents.

            A consent to an amendment, supplement or waiver by a Holder shall
bind the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security. Subject to the following
paragraph, any such Holder or subsequent Holder, however, may revoke the consent
as to his Security or portion of a Security. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Securities of any Series entitled
to consent to any amendment, supplement or waiver, which record date shall be at
least 10 days prior to the first solicitation of such consent. If a record date
is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to revoke any
consent previously

                                      -30-
<PAGE>

given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (7) of Section 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security; provided, that any such waiver shall
not impair or affect the right of any Holder to receive payment of principal of
and interest on a Security, on or after the respective due dates expressed in
such Security, or to bring suit for the enforcement of any such payment on or
after such respective dates without the consent of such Holder.

            SECTION 9.05. Notation on or Exchange of Securities.

            If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee, at which time the Trustee shall place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.

            SECTION 9.06. Trustee to Sign Amendments, etc.

            Subject to Section 7.02(b), the Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may but need not sign it.
In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive and shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence
that such amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

                                   ARTICLE TEN

                                  MISCELLANEOUS

            SECTION 10.01. Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

            SECTION 10.02. Notices.

            Any order, consent, notice or communication shall be sufficiently
given if in writing and delivered in person or mailed by first class mail,
postage prepaid, addressed as follows:

                                      -31-
<PAGE>

            if to the Company:

            M.D.C. Holdings, Inc.
            3600 South Yosemite
            Suite 900
            Denver, CO 80237
            Telecopy No.: (303) 793-2760
            Attention: Chief Financial Officer

            if to the Trustee:

            U.S. Bank National Association
            180 East Fifth Street
            St. Paul, MN 55101
            Telecopy No.: (651) 244-0711 or 12
            Attention: Corporate Trust Administration

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Securityholder shall be
mailed to him by first class mail at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it except that
notice to the Trustee shall only be effective upon receipt thereof by the
Trustee.

            If the Company mails notice or communications to the
Securityholders, it shall mail a copy to the Trustee at the same time.

            SECTION 10.03. Communications by Holders with Other Holders.

            Securityholders may communicate pursuant to TIA Sections 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Sections 312(c).

            SECTION 10.04. Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 10.05) stating that, in the opinion of the signers, all
      conditions precedent, if any,

                                      -32-
<PAGE>

      provided for in this Indenture relating to the proposed action have been
      complied with; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 10.05) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants, compliance with which constitutes
      a condition precedent, if any, provided for in this Indenture relating to
      the proposed action or inaction, have been complied with and that any such
      section does not conflict with the terms of the Indenture.

            SECTION 10.05. Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

            (1) a statement that the person making such certificate or opinion
      has read such covenant or condition;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such person, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and

            (4) a statement as to whether or not, in the opinion of such person,
      such condition or covenant has been complied with.

            SECTION 10.06. Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules for its
functions.

            SECTION 10.07. Legal Holidays.

            A "Legal Holiday" is a Saturday, a Sunday, a legal holiday or a day
on which banking institutions in Denver, Colorado and New York, New York are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. A "Business
Day" is any day other than a Legal Holiday.

            SECTION 10.08. Governing Law.

            The laws of the State of New York shall govern this Indenture and
the Securities of each Series.

                                      -33-
<PAGE>

            SECTION 10.09. No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Company or a Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

            SECTION 10.10. No Recourse Against Others.

            All liability described in paragraph 12 of the Securities of any
director, officer, employee or stockholder, as such, of the Company is waived
and released.

            SECTION 10.11. Successors and Assigns.

            All covenants and agreements of the Company in this Indenture and
the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successors and assigns.

            SECTION 10.12. Duplicate Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

            SECTION 10.13. Severability.

            In case any one or more of the provisions contained in this
Indenture or in the Securities of a Series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities.

                                 ARTICLE ELEVEN

                                  SUBORDINATION

            SECTION 11.01. Agreement to Subordinate.

            The Company agrees, and each Securityholder by accepting a Security
agrees, that the indebtedness evidenced by the Securities is subordinated in
right of payment, to the extent and in the manner provided in this Article, to
the prior payment in full of all Senior Indebtedness and that the subordination
is for the benefit of the holders of Senior Indebtedness.

            SECTION 11.02. Certain Definitions.

            "Representative" means the indenture trustee or other trustee, agent
or representative for an issue of Senior Indebtedness.

            "Senior Indebtedness" means all Indebtedness (present or future)
created, incurred, assumed or guaranteed by the Company (and all renewals,
extensions or refundings thereof), unless the instrument under which such
Indebtedness is created, incurred, assumed or

                                      -34-
<PAGE>

guaranteed provides that such Indebtedness is not senior or superior in right of
payment to the Securities. Notwithstanding anything to the contrary in the
foregoing, Senior Indebtedness shall not include (i) any Indebtedness of the
Company to any of its subsidiaries, (ii) any trade payables of the Company or
(iii) guarantees by the Company or any of its Subsidiaries of Indebtedness (a)
outstanding at the date hereof or (b) which may be outstanding in the future,
except that Senior Indebtedness shall include any guarantees as may be listed in
a supplemental indenture and any other present and future guarantees that
provide by their terms that they constitute Senior Indebtedness.

            SECTION 11.03. Liquidation; Dissolution; Bankruptcy.

            Upon any distribution to creditors of the Company in a liquidation
or dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its Property:

            (1) holders of Senior Indebtedness shall be entitled to receive
      payment in full in cash of the principal of and interest (including
      interest accruing after the commencement of any such proceeding) to the
      date of payment on the Senior Indebtedness before Securityholders shall be
      entitled to receive any payment of principal of or interest on Securities;
      and

            (2) until the Senior Indebtedness is paid in full in cash, any
      distribution to which Securityholders would be entitled but for this
      Article shall be made to holders of Senior Indebtedness as their interests
      may appear, except that Securityholders may receive securities that are
      subordinated to Senior Indebtedness to at least the same extent as the
      Securities.

            For purposes of this Article Eleven, a distribution may consist of
cash, securities or other property, by set-off or otherwise.

            SECTION 11.04. Default on Senior Indebtedness.

            Upon the final maturity of any Senior Indebtedness by lapse of time,
acceleration or otherwise, all such Senior Indebtedness shall first be paid in
full, or such payment duly provided for in cash or in a manner satisfactory to
the holders of such Senior Indebtedness, before any payment is made by the
Company or any person acting on behalf of the Company on account of the
principal or interest of the Securities.

            The Company may not pay principal of or interest on the Securities
and may not acquire any Securities for cash or property (other than capital
stock of the Company or other securities of the Company that are subordinated to
Senior Indebtedness to at least the same extent as the Securities) if a default
on Senior Indebtedness occurs and is continuing that permits holders of such
Senior Indebtedness to accelerate its maturity.

            The Company shall resume payments on the Securities and may acquire
them, if this Article otherwise permits the payment or acquisition at that time,
when the default is cured or waived.

                                      -35-
<PAGE>

            SECTION 11.05. Acceleration of Securities.

            If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Indebtedness of the
acceleration. The Company shall pay the Securities when 180 days pass after the
acceleration occurs if this Article permits the payment at that time; provided,
however, that if no Senior Indebtedness is outstanding at the time of such
acceleration, the Company shall pay the Securities in accordance with the
provisions of Article Six.

            SECTION 11.06. When Distributions Must Be Paid Over.

            In the event that the Company shall make any payment to the Trustee
on account of the principal or interest on the Securities at a time when such
payment is prohibited by Section 11.03 or 11.04, such payment shall be held by
the Trustee in trust for the benefit of, and shall forthwith be paid over and
delivered to, the holders of Senior Indebtedness (pro rata as to each of such
holders on the basis of the respective amounts of Senior Indebtedness held by
them) or their Representative under the indenture or other agreement (if any)
pursuant to which Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

            If a distribution is made to Securityholders that because of this
Article should not have been made to them, the Securityholders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness and pay
it over to them as their interests may appear.

            SECTION 11.07. Notice by the Company.

            The Company shall promptly notify the Trustee and the Paying Agent
of any facts known to the Company that would cause a payment of principal of or
interest on the Securities to violate this Article, but failure to give such
notice shall not affect the subordination of the Securities to the Senior
Indebtedness provided in this Article. Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.07.

            SECTION 11.08. Subrogation.

            After all Senior Indebtedness is paid in full and until the
Securities are paid in full, Securityholders shall be subrogated to the rights
of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness to the extent that distributions otherwise payable to the
Securityholders have been applied to the payment of Senior Indebtedness. A
distribution made under this Article to holders of Senior Indebtedness which
otherwise would have been made to Securityholders is not, as between the Company
and Securityholders, a payment by the Company on Senior Indebtedness.

            SECTION 11.09. Relative Rights.

            This Article defines the relative rights of Securityholders and
holders of Senior Indebtedness. Nothing in this Indenture shall:

                                      -36-
<PAGE>

            (1) impair, as between the Company and Securityholders, the
      obligation of the Company, which is absolute and unconditional, to pay
      principal of and interest on the Securities in accordance with their
      terms;

            (2) affect the relative rights of Securityholders and creditors of
      the Company, other than holders of Senior Indebtedness; or

            (3) prevent the Trustee or any Securityholder from exercising its
      available remedies upon a Default or Event of Default, subject to the
      rights of holders of Senior Indebtedness to receive distributions
      otherwise payable to Securityholders.

            If the Company fails to pay principal of or interest on a Security
on the due date because of this Article, the failure is still a Default or Event
of Default.

            SECTION 11.10. Subordination May Not Be Impaired by the Company.

            No right of any holder of Senior Indebtedness to enforce the
subordination of the indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

            SECTION 11.11. Distribution or Notice to the Representative.

            Whenever a distribution is to be made or a notice given to holders
of Senior Indebtedness pursuant to this Article Eleven, the distribution may be
made and the notice given to their Representative.

            SECTION 11.12. Rights of the Trustee and Paying Agent.

            Notwithstanding any provision of this Article Eleven or any other
provision of this Indenture, the Trustee and Paying Agent shall not at any time
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee or a Paying Agent or the taking of
any other action (pursuant to this Article Eleven) by the Trustee or a Paying
Agent unless and until the Trustee or such Paying Agent, as the case may be,
shall have received at its office specified in Section 10.02 written notice
thereof from the Company, a Representative or a holder of Senior Indebtedness
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Sections 7.01 and 7.02, and such Paying Agent, shall be
entitled in all respects conclusively to assume that no such facts exist. The
Trustee or Paying Agent may continue to make payments on the Securities unless
it receives such a notice at least three business days prior to the date upon
which payment is due.

            The Trustee shall be entitled to rely reasonably in good faith on
the delivery to it of a written notice by a person representing himself, herself
or itself to be a Representative or a holder of Senior Indebtedness to establish
that such notice has been given by a Representative or a holder of such Senior
Indebtedness. Only the Company, a Representative or a holder of Senior
Indebtedness that has no Representative may give the notice.

            In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate

                                      -37-
<PAGE>

in any payment or distribution pursuant to this Article Eleven, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article
Eleven, and if such evidence is not furnished, the Trustee may defer any payment
which it may be required to make for the benefit of such person pursuant to the
terms of this Indenture pending judicial determination as to the rights of such
person to receive such payment.

            Upon any payment or distribution of assets of the Company referred
to in this Article Eleven, the Trustee and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
Custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Eleven.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

            SECTION 11.13. No Fiduciary Duty to Holders of Senior Indebtedness.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Eleven, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee or Paying Agent. Neither the Trustee nor
the Paying Agent shall be deemed to owe any fiduciary duty to the holders of
such Senior Indebtedness and, subject to the provisions of Section 7.02, the
Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall, in the absence of bad faith, pay over or deliver to holders of
Securities, the Company or any other person monies or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article Eleven
or otherwise.

                            [Signature Pages Follow]

                                      -38-
<PAGE>

                                   SIGNATURES

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

Dated: October 6, 2004                        M.D.C. HOLDINGS, INC.

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

                             Subordinated Indenture

<PAGE>

Dated:  October 6, 2004                      U.S. BANK NATIONAL ASSOCIATION,
                                                  as Trustee

                                             By: /s/ Ignazio Tamburello
                                                 -----------------------------
                                                 Name:  Ignazio Tamburello
                                                 Title: Assistant Vice President

                             Subordinated Indenture

<PAGE>

No.                                                         CUSIP No.:

                               [Title of Security]

M.D.C. HOLDINGS, INC., a Delaware corporation promises to pay to            or
registered assigns the principal sum of         [Dollars] on            .

                               [Title of Security]

            Interest Payment Dates:                            and

            Record Dates                             and

            Authenticated:                         Dated:

                                               M.D.C. HOLDINGS, INC.

                                               By: ____________________________
                                                   Name:
                                                   Title:

                                               By: ____________________________
                                                   Name:
                                                   Title:

U.S. Bank National Association,
as Trustee, certifies that this is one of the
Securities referred to in the within
mentioned Indenture.

By: _____________________________
    Authorized Signatory
    M.D.C. HOLDINGS, INC.
    [Title of Security]

                                       A-1
<PAGE>

1.    Interest.

            M.D.C. HOLDINGS, INC. (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually on [  ] and
[  ] of each year until the principal is paid or made available for payment.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid,
from [  ]; provided that, if there is no existing default in the payment of
interest, and if this Security is authenticated between a record date referred
to on the face hereof and the next succeeding interest payment date, interest
shall accrue from such interest payment date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. [Provisions as to the right of
the Company to defer interest, if any, may be set forth here. ]

2.    Method of Payment.

            The Company will pay interest on the Securities (except defaulted
interest, if any, which will be paid on such special payment date to Holders of
record on such special record date as may be fixed by the Company) to the
persons who are registered Holders of Securities at the close of business on the
[Insert record dates]. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts.

3.    Paying Agent and Registrar.

            Initially, U.S. Bank National Association (the "Trustee") will act
as Paying Agent and Registrar. The Company may change or appoint any Paying
Agent, Registrar or co-Registrar without notice. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

4.    Indenture.

            The Company issued the Securities under an Indenture dated as of
October 6, 2004 (the "Indenture") among the Company and the Trustee. The terms
of the Securities include those stated in the Indenture (including those terms
set forth in the Authorizing Resolution or supplemental indenture pertaining to
the Securities of the Series of which this Security is a part) and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 as in
effect on the date of the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a
statement of them.

            The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture and the applicable Authorizing
Resolution or supplemental indenture. Requests may be made to: M.D.C. Holdings,
Inc., 3600 South Yosemite, Suite 900, Denver, Colorado 80237, Attention:
Secretary.

                                       A-2
<PAGE>

5.    Optional Redemption.

            The Company may redeem the Securities at any time on or after      ,
in whole or in part, at the following redemption prices (expressed as a
percentage of their principal amount),set forth below, plus together with
interest accrued and unpaid thereon to the date fixed for redemption:

            If redeemed during the twelve-month period commencing on        and
ending on          in each of the following years:

                                                   REDEMPTION
              YEAR                                    PRICE
            [       ]                              [        ]%
            [       ]                              [        ]%
            [       ]                              [        ]%
            [       ] and thereafter                  100.000%

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date, interest
ceases to accrue on Securities or portions of them called for redemption;
provided, that if the Company shall default in the payment of such Security at
the redemption price together with accrued interest, interest shall continue to
accrue at the rate borne by the Securities.

[Insert provisions relating to redemption at option of Holders, if any]

6.    Denominations, Transfer, Exchange.

            The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities by presentation of such Securities to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Securities of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Security selected
for redemption, except the unredeemed part thereof if the Security is redeemed
in part, or transfer or exchange any Securities for a period of 15 days before a
selection of Securities to be redeemed.

                                       A-3
<PAGE>

7.    Persons Deemed Owners.

            The registered Holder of this Security shall be treated as the owner
of it for all purposes.

8.    Unclaimed Money.

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent will pay the money back to the
Company at its request. After that, Holders entitled to the money must look to
the Company for payment unless an abandoned property law designates another
person.

9.    Amendment, Supplement, Waiver.

            Subject to certain exceptions, the Indenture or the Securities may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by the amendment and any past default or compliance with any provision
relating to any Series of the Securities may be waived in a particular instance
with the consent of the Holders of a majority in principal amount of the
outstanding Securities of such Series. Without the consent of any
Securityholder, the Company and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to create a Series and establish its terms, or to make any other
change, provided such action does not adversely affect the rights of any
Securityholder.

10.   Successor Corporation.

            When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

11.   Trustee Dealings With Company.

            U.S. Bank National Association, the Trustee under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal
with the Company or its Affiliates, as if it were not Trustee.

12.   No Recourse Against Others.

            A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Securityholder by accepting
a Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

                                       A-4
<PAGE>

13.   Discharge of Indenture.

            The Indenture contains certain provisions pertaining to defeasance,
which provisions shall for all purposes have the same effect as if set forth
herein.

14.   Authentication.

            This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

15.   Abbreviations.

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

16.   Subordination.

            To the extent set forth in Article 11 of the Indenture, the
Securities are subordinated to Senior Indebtedness, which generally is any
Indebtedness outstanding on the date of the Indenture or Indebtedness thereafter
created, incurred, assumed or guaranteed by the Company and all renewals,
extensions and refundings thereof except Indebtedness that expressly provides
that it is not senior to or superior in right of payment to the Securities.
Senior Indebtedness does not include Indebtedness of the Company to any of its
subsidiaries, trade payables of the Company and certain Indebtedness of others
guaranteed by the Company. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination and
authorizes the Trustee to give it effect.

                                       A-5
<PAGE>

                                 ASSIGNMENT FORM

      If you, the Holder, want to assign this Security, fill in the form below:

      I or we assign and transfer this Security to:

_______________________________________________________________________________

_______________________________________________________________________________
              (Insert assignee's social security or tax ID number)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint:
_______________________________________________________________________________

agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

_______________________________________________________________________________


Date: _______________________ Your signature: __________________________________
                                             (Sign exactly as your name appears
                                             on the other side of this Security)

Signature
Guarantee: ____________________________________________________________________

                                       A-6