EXHIBIT 10.1
PURCHASE AGREEMENT
June 28, 2005
M.D.C. Holdings, Inc.
4350 S. Monaco Street
Suite 500
Denver, Colorado 80237
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Distribution
Agreement by and among M.D.C. Holdings, Inc., Banc of America
Securities LLC, BNP Paribas Securities Corp., Citigroup Global
Markets Inc., Credit Suisse First Boston LLC, Comerica Securities,
Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc.,
J.P. Morgan Securities Inc., McDonald Investments Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated , SunTrust
Robinson Humphrey Capital Markets, UBS Securities LLC and Wachovia
Capital Markets, LLC, dated October 6, 2004 (“
Distribution Agreement ”)
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On June 28, 2005, M.D.C.
Holdings, Inc. (“ MDC ”) and the undersigned
agents (the “ Agents ”) finalized terms for the
issuance of $250 million of MDC’s Medium Term Senior
Notes (Fixed Rate Notes) Due 10 Years from the Original Issue Date
(the “ Notes ”). Settlement will occur on
July 7, 2005. The Notes have been priced at a fixed interest
rate of 5.375% and have a stated maturity of July 1, 2015. The
Notes will be issued under the Senior Indenture dated
December 3, 2002, as supplemented, in a public offering
pursuant to MDC’s currently effective shelf registration
statement, including the prospectus dated September 7, 2004,
the prospectus supplement dated October 6, 2004 and the
pricing supplement dated June 28, 2005.
Pursuant to the terms of the
Distribution Agreement (including the administrative procedures
attached as Exhibit A thereto) and this Purchase
Agreement, the undersigned Agents agree to purchase the aggregate
principal amount of Notes set forth opposite their names
below:
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Principal Amount
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Name
of Agent(s)
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at Maturity
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Citigroup Global Markets Inc.
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$
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77,500,000
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J.P. Morgan Securities Inc.
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$
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77,500,000
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Wachovia Capital Markets, LLC
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$
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30,000,000
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Banc of America Securities LLC
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$
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20,000,000
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BNP Paribas Securities Corp.
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$
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7,500,000
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Comerica Securities, Inc.
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$
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7,500,000
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Credit Suisse First Boston LLC
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$
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7,500,000
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$
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7,500,000
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Greenwich Capital Markets, Inc.
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$
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7,500,000
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SunTrust Capital Markets, Inc.
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$
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7,500,000
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$
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250,000,000
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The terms of such Notes shall be
as set forth below.
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5.375%
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January 1 and
July 1
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December 15 and June 15
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In whole at any
time or in part from time to time, upon not less than 30 nor more
than 60 days’ notice to the holders of the
Notes.
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The greater of
(i) 100% of the principal amount of the Notes being redeemed,
and (ii) the present value of the remaining scheduled payments
on the Notes being redeemed on the Redemption Date, discounted to
the Redemption Date, on a semiannual basis, at the Treasury Rate
plus 25 basis points (0.25%), plus, in each case, accrued and
unpaid interest, if any, on the Notes to the Redemption Date. In
determining the Redemption Price and accrued interest, interest
shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
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$250,000,000
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July 1,
2015
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June 28,
2005
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99.848%
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Agent’s
Discount or Commission:
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0.625%
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July 7,
2005
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The following additional
definitions shall apply to the Redemption Price of the
Notes:
“ Treasury Rate ” means, with
respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
“ Comparable Treasury Issue ”
means the United States Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.
“ Comparable Treasury Price ”
means, with respect to any Redemption Date, (a) the average of
the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on
the third business day preceding such Redemption Date, as set forth
in the daily statistical release (or any successor
release)
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