AMENDMENT NO. 1 TO M.D.C. HOLDINGS, INC. MEDIUM TERM SENIOR NOTES MEDIUM TERM SUBORDINATED NOTES DISTRIBUTION AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 1 TO
M.D.C. HOLDINGS, INC.
MEDIUM TERM SENIOR NOTES
MEDIUM TERM SUBORDINATED NOTES
DISTRIBUTION AGREEMENT

New York, New York
July 20, 2005

Citigroup Global Markets Inc.		Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxxxx		000 Xxxxxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000		Xxxxxxxxx, Xxxxxxxxxxx 00000
Banc of America Securities LLC		X.X. Xxxxxx Securities Inc.
000 Xxxxx Xxxxx Xxxxxx		270 Park Avenue, 8th Floor
XX0-000-00-00		Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
BNP Paribas Securities Corp.		McDonald Investments Inc.
000 Xxxxxxx Xxxxxx		127 Public Square, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000		Mail Code: OH-01-27-0406
		Xxxxxxxxx, Xxxx 00000
Credit Suisse First Boston LLC		Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx
11 Madison Avenue, 5th Floor		Incorporated
Xxx Xxxx, Xxx Xxxx 00000		4 World Xxxxxxxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
Comerica Securities		SunTrust Capital Markets, Inc.
000 Xxxx Xxxxx Xxxxxx, 0xx Xxxxx		000 Xxxxxxxxx Xxxxxx, XX
Mail Code: 0000		00xx Xxxxx, XX: XX-XXX-0000
Xxxxxxx, Xxxxxxxx 00000		Xxxxxxx, Xxxxxxx 00000
Deutsche Bank Securities Inc.		UBS Securities LLC
00 Xxxx Xxxxxx, 00xx Xxxxx		000 Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000		Xxxxxxxx, Xxxxxxxxxxx 00000
		Wachovia Capital Markets, LLC
		000 Xxxxx Xxxxxxx Xxxxxx
		XX0000
		Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Ladies and Gentlemen:

     With respect to the Distribution Agreement by and among M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), Banc of America Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Comerica Securities, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc., X.X. Xxxxxx Securities Inc., McDonald Investments Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, SunTrust Xxxxxxxx Xxxxxxxx Capital Markets, UBS Securities LLC and Wachovia Capital Markets, LLC, dated October 6, 2004 (the “Distribution Agreement”), the Company confirms its agreement with each of you (each an “Agent” and, together with the additional agents which may become a party hereto pursuant to Section 13 of the Distribution Agreement, the “Agents”) to amend the Distribution Agreement in the manner provided in this Amendment No. 1 to Distribution Agreement (this “Amendment”).

     The Distribution Agreement applied to up to $500,000,000 aggregate public offering price of Notes (as defined below) the Company had been authorized to issue as of the date of the Distribution Agreement. On December 14, 2004, the Company issued $250,000,000 aggregate public offering price of Notes, leaving availability of $250,000,000 aggregate public offering price of Notes following such issuance. On June 20, 2005, the board of directors of the Company authorized the issuance of up to an additional $250,000,000 aggregate public offering price of Notes, to make the size of its Medium Term Note Program (the “MTN Program”) a $750,000,000 aggregate public offering price of Notes. On July 7, 2005 the Company issued an additional $250,000,000 aggregate public offering price of Notes, leaving an available issuance under the MTN Program of $250,000,000 aggregate public offering price of Notes as of the date hereof, subject to execution of an amendment (the “MTN Amendment”) to the MTN Supplemental Indenture (as defined below) by and among the Company, the Guarantors and the Trustee with respect to an additional $250,000,000 aggregate public offering price of Notes.

SECTION 1. AMENDMENTS TO DISTRIBUTION AGREEMENT

     The first paragraph of the Distribution Agreement shall be amended and restated in its entirety to read as follows:

M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of you (each an “Agent” and, together with the additional agents which may become a party hereto pursuant to Section 13, the “Agents”) with respect to the issuance and sale by the Company of up to $750,000,000 aggregate public offering price (or such higher or lower amount as may be specified in any prospectus supplement subsequently filed by the Company with the Securities and Exchange Commission with respect to the Notes) of its Medium Term Senior Notes Due Nine Months or More from the Original Issue Date (the “Senior Notes”) and its Medium Term Subordinated Notes Due Nine Months or More from the Original Issue Date (the “Subordinated Notes” and together with the Senior Notes, the “Notes”). The Senior Notes are to be issued from time to time pursuant to an indenture dated as of December 3, 2002, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and

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one or more supplemental indentures, including the Supplemental Indenture dated as of October 6, 2004 (the “MTN Supplemental Indenture”), by and among the Company, certain subsidiaries of the Company and the Trustee (such indenture, as supplemented by such supplemental indentures or one or more authorizing resolutions, the “Senior Indenture”). The Subordinated Notes are to be issued from time to time pursuant to an indenture dated as of October 6, 2004 between the Company and the Trustee, and one or more supplemental indentures, including the MTN Supplemental Indenture, by and among the Company, certain subsidiaries of the Company and the Trustee (such indenture, as supplemented by such supplemental indentures or one or more authorizing resolutions, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”). The Company’s obligations under the Senior Indenture and the Senior Notes will be unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the wholly owned subsidiaries of the Company listed on the signature pages hereof (the “Guarantors”). The Senior Notes and the Guarantees and the Subordinated Notes are collectively referred to herein as the “Securities.” The Company and the Guarantors are collectively referred to herein as the “Issuers.”

SECTION 2. CONDITION TO EFFECTIVENESS OF AMENDMENT

     This Amendment will become effective only upon the execution and delivery of the MTN Amendment. This Amendment shall be dated as of the date of the MTN Amendment.

SECTION 3. OTHER EFFECTS OF AMENDMENT

     (a) Except as expressly set forth herein, this Amendment does not alter or modify any right or obligation of any of the parties to the Distribution Agreement.

     (b) Notwithstanding the fact that one or more Agents may not sign this Amendment, this Amendment shall be binding upon each Agent that has signed this Amendment upon its signature hereto and satisfaction of the condition set forth in Section 2 hereof.

     (c) A failure by any Agent to sign this Amendment shall not be deemed to terminate the Distribution Agreement (as unamended by this Amendment) with respect to that Agent under the provisions of Section 10 of the Distribution Agreement.

SECTION 4. APPLICABLE LAW

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

SECTION 5. COUNTERPARTS

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

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SECTION 6. HEADINGS

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

SECTION 7. DEFINITIONS

     Capitalized terms used and not defined herein have the meanings given to them in the Distribution Agreement.

[Signature Pages Follow]

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

	Very truly yours, M.D.C. HOLDINGS, INC.
	By:	/s/ Xxxxx X. Xxxxx III
		Name:	Xxxxx X. Xxxxx III
		Title:	Executive Vice President, Chief Financial Officer and Principal Accounting Officer

Signature Page to
Amendment No. 1 to Distribution Agreement

	GUARANTORS: M.D.C. LAND CORPORATION RAH OF TEXAS, LP RAH TEXAS HOLDINGS, LLC RAH OF FLORIDA, INC. RICHMOND AMERICAN CONSTRUCTION, INC. RICHMOND AMERICAN HOMES OF ARIZONA, INC. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC. RICHMOND AMERICAN HOMES OF COLORADO, INC. RICHMOND AMERICAN HOMES OF DELAWARE, INC. RICHMOND AMERICAN HOMES OF FLORIDA, XX XXXXXXXX AMERICAN HOMES OF ILLINOIS, INC. RICHMOND AMERICAN HOMES OF MARYLAND, INC. RICHMOND AMERICAN HOMES OF NEVADA, INC. RICHMOND AMERICAN HOMES OF NEW JERSEY, INC. RICHMOND AMERICAN HOMES OF PENNSYLVANIA, INC. RICHMOND AMERICAN HOMES OF TEXAS, INC. RICHMOND AMERICAN HOMES OF UTAH, INC. RICHMOND AMERICAN HOMES OF VIRGINIA, INC. RICHMOND AMERICAN HOMES OF WEST VIRGINIA, INC.
	By:	/s/ Xxxxx X. Xxxxx III
		Name:	Xxxxx X. Xxxxx III
		Title:	An authorized officer or representative

Signature Page to
Amendment No. 1 to Distribution Agreement

CONFIRMED AND ACCEPTED, as of the date first above written: CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Xxxxx X. Xxxxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

BANC OF AMERICA SECURITIES LLC
By:	/s/ Xxxxx X. Xxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

BNP PARIBAS SECURITIES CORP
By:	/s/ Xxxx X. Xxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

COMERICA SECURITIES
By:	/s/ Xxxxxxx Xxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

CREDIT SUISSE FIRST BOSTON LLC
By:	/s/ Xxxxxxx Xxxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Xxxxx Xxxxxxx
	Authorized Signatory

By:	/s/ Xxxx Xxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

GREENWICH CAPITAL MARKETS, INC.
By:	/s/ Xxxxx Xxxxxxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

X.X. XXXXXX SECURITIES INC.
By:	/s/ Xxxxxx Xxxxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

MCDONALD INVESTMENTS INC.
By:	/s/ Xxxxx X. Xxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX                                 INCORPORATED
By:	/s/ Xxxxx X. Xxxxx, Xx.
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

SUNTRUST CAPITAL MARKETS, INC.
By:	/s/ Xxxxx X. Xxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

UBS SECURITIES LLC
By:	/s/ Xxxx Xxxxxx
	Authorized Signatory

By:	/s/ Xxxxxxx Xxxxxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement

WACHOVIA CAPITAL MARKETS, LLC
By:	/s/ Xxxx Xxxxx
	Authorized Signatory

Signature Page to
Amendment No. 1 to Distribution Agreement