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 | 2007 |
Aircraft Purchase Agreement
Aircraft Purchase Agreement (22K)
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AIRCRAFT PURCHASE AGREEMENT
FALCON 2000 AIRCRAFT, S/N 147, N777MN
THIS AIRCRAFT PURCHASE AGREEMENT (the �AGREEMENT�), made this 3rd day of April, 2007 by and between M.D.C. Holdings, Inc. a company having an office at 4350 South Monaco Street, Denver, CO 80237 hereinafter referred to as �Seller�, and Cardal, Inc., a company having an office at 2088 West Case Road, Suite 110, Columbus, OH 43235, hereinafter referred to as �Purchaser�.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and subject to the terms and conditions hereof, the parties agree in this . . .
2994085
|
MDC Holdings
As referenced in this Aircraft Purchase Agreement:
M.D.C. Holdings, Inc – AGREEMENT
Exhibit 10.1
AIRCRAFT PURCHASE AGREEMENT
FALCON 2000 AIRCRAFT, S/N 147, N777MN
THIS AIRCRAFT PURCHASE AGREEMENT (the ?AGREEMENT?), made this 3rd day of April, 2007 by and between M.D.C. Holdings, Inc . a company having an office at 4350 South Monaco Street, Denver, CO 80237 hereinafter referred to as ?Seller?, and Cardal, Inc., a company having an office at 2088 West
_____________
M.D.C. HOLDINGS, INC – closing.
[Signature page follows.]
IN AGREEMENT WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives on the day and date first above written.
WITNESS:
M.D.C. HOLDINGS, INC ., SELLER
By:
/s/ Michael Touff
Name:
Michael Touff
Its:
Senior Vice President
WITNESS:
CARDAL, INC., PURCHASER
By:
/s/ Eric Slusser
Name:
Eric Slusser
Its:
EVP Controller
EXHIBIT A and
_____________
dt 1818337
| |
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| 2007 |
Purchase Agreement
Purchase Agreement (65K)
Doc #2994086: Click preview link for longer preview.
FALCON 2000EX EASy AIRCRAFT
PURCHASE AGREEMENT
NUMBER 2000-05-07191 DFJ
This is a contract for the purchase and sale of one new Falcon 2000EX EASy aircraft.
1.
CONTRACTING PARTIES
SELLER
BUYER
Name
Dassault Falcon Jet Corp.
Name
M.D.C. Holdings, Inc.
Address
Teterboro Airport
. . .
2994086
|
MDC Holdings
As referenced in this Purchase Agreement:
M.D.C. Holdings, Inc – 05-07191 DFJ
This is a contract for the purchase and sale of one new Falcon 2000EX EASy aircraft.
1.
CONTRACTING PARTIES
SELLER
BUYER
Name
Dassault Falcon Jet Corp.
Name
M.D.C. Holdings, Inc .
Address
Teterboro Airport
Address
4350 South Monaco Street
200 Riser Road
Denver, CO 80237
Little Ferry, New Jersey 07643
Phone
(201) 440-6700
Phone
(303) 773-1100
Fax
(201)
_____________
dt 1818338
| |
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| 2004 |
Credit Agreement
Credit Agreement (390K)
Doc #345648: Click preview link for longer preview.
CREDIT AGREEMENT
DATED AS OF APRIL 8, 2004
AMONG
M.D.C. HOLDINGS, INC.
as Borrower
AND
THE LENDERS NAMED HEREIN
AND
BANK ONE, NA
as Administrative Agent
AND
WACHOVIA BANK, NATIONAL ASSOCIATION
as Syndication Agent
AND
BNP PARIBAS, GUARANTY BANK, KEYBANK NATIONAL ASSOCIATION,
SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION AND
WASHINGTON MUTUAL BANK, FA
as Co-Documentation Agents
AND
CALIFORNIA BANK AND TRUST, COMERICA BANK AND
THE ROYAL BANK OF SCOTLAND PLC
as Co-Managing Agents
AND
AMSOUTH BANK AND BANK OF AMERICA, N.A.
as Co-Agents
BANC ONE CAPITAL MARKETS, INC.
Lead Arranger and Sole Book Manager
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
Page
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................21
2.1 Commitment.....................................................................................21
2.2 Required Payments..............................................................................21
2.3 Ratable Loans..................................................................................21
2.4 Types of Advances..............................................................................21
2.5 Fees; Reduction and Increase in Commitment.....................................................21
2.6 Minimum Amount of Each Advance.................................................................24
2.7 Optional Principal Payments....................................................................24
2.8 Method of Selecting Types and Interest Periods for New Advances................................25
2.9 Conversion and Continuation of Outstanding Advances............................................25
2.10 Changes in Interest Rate, etc..................................................................26
2.11 Determination of Applicable LIBOR Rate Margin and Applicable Unused Commitment Rate............26
2.12 Rates Applicable After Event of Default........................................................27
2.13 Method of Payment..............................................................................28
2.14 Notes; Telephonic Notices......................................................................28
2.15 Interest Payment Dates; Interest Basis.........................................................28
2.16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions................28
2.17 Lending Installations..........................................................................29
2.18 Non-Receipt of Funds by Administrative Agent...................................................29
2.19 Swing Line.....................................................................................29
2.20 Withholding Tax Exemption......................................................................31
2.21 Extension of Facility Maturity Date............................................................31
2.22 Term Out Period................................................................................33
2.23 Replacement of Certain Lenders.................................................................34
ARTICLE III CHANGE IN CIRCUMSTANCES.............................................................................35
3.1 Yield Protection...............................................................................35
3.2 Changes in Capital Adequacy Regulations........................................................36
3.3 Availability of Types of Advances..............................................................37
3.4 Funding Indemnification........................................................................37
3.5 Lender Statements; Survival of Indemnity.......................................................37
{/Table}
i
{PAGE}
{Table}
{S} {C}
ARTICLE IV THE LETTER OF CREDIT FACILITY........................................................................38
4.1 Facility Letters of Credit.....................................................................38
4.2 Limitations....................................................................................38
4.3 Conditions.....................................................................................39
4.4 Procedure for Issuance of Facility Letters of Credit...........................................39
4.5 Duties of LC Issuer............................................................................41
4.6 Participation..................................................................................42
4.7 Compensation for Facility Letters of Credit....................................................44
4.8 LC Issuer Reporting Requirements...............................................................44
4.9 Indemnification; Nature of LC Issuer's Duties..................................................45
4.10 Facility LC Collateral Account.................................................................46
4.11 Obligations of LC Issuer and Other Lenders.....................................................47
ARTICLE V CONDITIONS PRECEDENT..................................................................................47
5.1 Initial Advance................................................................................47
5.2 Each Advance...................................................................................49
ARTICLE VI REPRESENTATIONS AND WARRANTIES.......................................................................49
6.1 Existence and Standing.........................................................................49
6.2 Authorization and Validity.....................................................................50
6.3 No Conflict; Government Consent................................................................50
6.4 Financial Statements...........................................................................50
6.5 Material Adverse Change........................................................................51
6.6 Taxes..........................................................................................51
6.7 Litigation and Contingent Obligations..........................................................51
6.8 Subsidiaries...................................................................................51
6.9 ERISA..........................................................................................51
6.10 Accuracy of Information........................................................................52
6.11 Regulation U...................................................................................52
6.12 Material Agreements............................................................................52
6.13 Labor Disputes and Acts of God.................................................................52
6.14 Ownership......................................................................................52
6.15 Operation of Business..........................................................................52
6.16 Laws; Environment..............................................................................52
6.17 Investment Company Act.........................................................................53
6.18 Public Utility Holding Company Act.............................................................53
6.19 Subordinated Indebtedness......................................................................53
6.20 Indenture Provisions...........................................................................53
6.21 SDN List Designation...........................................................................53
{/Table}
ii
{PAGE}
{Table}
{S} {C}
ARTICLE VII AFFIRMATIVE COVENANTS...............................................................................54
7.1 Financial Reporting............................................................................54
7.2 Use of Proceeds................................................................................56
7.3 Notice of Event of Default.....................................................................57
7.4 Conduct of Business............................................................................57
7.5 Taxes..........................................................................................57
7.6 Insurance......................................................................................57
7.7 Compliance with Laws...........................................................................57
7.8 Maintenance of Properties......................................................................57
7.9 Inspection.....................................................................................58
7.10 Environment....................................................................................58
7.11 New Guarantors.................................................................................58
7.12 Change in Schedules............................................................................58
ARTICLE VIII NEGATIVE COVENANTS.................................................................................59
8.1 Dividends; Repurchase of Stock.................................................................59
8.2 Indebtedness...................................................................................59
8.3 Merger.........................................................................................60
8.4 Sale of Assets.................................................................................61
8.5 Investments and Acquisitions...................................................................62
8.6 Liens..........................................................................................63
8.7 Affiliates.....................................................................................66
8.8 Modifications to Certain Indebtedness..........................................................66
8.9 Amendments of Indenture or Senior Notes........................................................66
8.10 Negative Pledge................................................................................66
ARTICLE IX FINANCIAL COVENANTS..................................................................................67
9.1 Consolidated Tangible Net Worth Test...........................................................67
9.2 Leverage Test; Interest Coverage Test..........................................................67
9.3 Consolidated Tangible Net Worth Floor..........................................................68
ARTICLE X EVENTS OF DEFAULT.....................................................................................69
10.1 Representations and Warranties.................................................................69
10.2 Non-payment....................................................................................69
10.3 Other Defaults.................................................................................69
10.4 Other Indebtedness.............................................................................69
10.5 Bankruptcy.....................................................................................70
10.6 Receiver.......................................................................................70
10.7 Judgment.......................................................................................70
{/Table}
iii
{PAGE}
{Table}
{S} {C}
10.8 Unfunded Liabilities...........................................................................71
10.9 Withdrawal Liability...........................................................................71
10.10 Increased Contributions........................................................................71
10.11 Change in Control..............................................................................71
10.12 Dissolution....................................................................................71
10.13 Guaranty.......................................................................................71
10.14 Consolidated Tangible Net Worth Covenant.......................................................71
10.15 No Defaults....................................................................................71
ARTICLE XI ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.......................................................72
11.1 Acceleration; Remedies.........................................................................72
11.2 Amendments.....................................................................................74
11.3 Preservation of Rights.........................................................................75
ARTICLE XII GENERAL PROVISIONS..................................................................................75
12.1 Survival of Representations....................................................................75
12.2 Governmental Regulation........................................................................75
12.3 Taxes..........................................................................................75
12.4 Headings.......................................................................................75
12.5 Entire Agreement...............................................................................75
12.6 Nature of Obligations; Benefits of this Agreement..............................................75
12.7 Expenses; Indemnification......................................................................76
12.8 Numbers of Documents...........................................................................76
12.9 Accounting.....................................................................................76
12.10 Severability of Provisions.....................................................................76
12.11 Nonliability of Lenders and LC Issuer..........................................................77
12.12 CHOICE OF LAW..................................................................................77
12.13 Arbitration....................................................................................77
12.14 CONSENT TO JURISDICTION........................................................................78
12.15 WAIVER OF JURY TRIAL...........................................................................79
12.16 Confidentiality................................................................................79
12.17 USA PATRIOT ACT NOTIFICATION...................................................................79
ARTICLE XIII ADMINISTRATIVE AGENT...............................................................................80
13.1 Appointment; Nature of Relationship............................................................80
13.2 Powers.........................................................................................80
13.3 General Immunity...............................................................................80
13.4 No Responsibility for Loans, Recitals, etc.....................................................80
13.5 Action on Instructions of Lenders..............................................................81
{/Table}
iv
{PAGE}
{Table}
{S} {C}
13.6 Employment of Agents and Counsel...............................................................81
13.7 Reliance on Documents; Counsel.................................................................81
13.8 Agent's Reimbursement and Indemnification......................................................82
13.9 Notice of Default..............................................................................82
13.10 Rights as a Lender and LC Issuer...............................................................82
13.11 Lender Credit Decision.........................................................................83
13.12 Successor Administrative Agent.................................................................83
13.13 Agent and Arranger Fees........................................................................84
13.14 Delegation to Affiliates.......................................................................84
13.15 Co-Agents, Co-Documentation Agents, Co-Managing Agents, Syndication Agent, etc.................84
ARTICLE XIV RATABLE PAYMENTS....................................................................................84
14.1 Ratable Payments...............................................................................84
ARTICLE XV BENEFIT OF AGREEMENT, ASSIGNMENTS; PARTICIPATIONS....................................................85
15.1 Successors and Assigns.........................................................................85
15.2 Participations.................................................................................85
15.3 Assignments....................................................................................86
15.4 Dissemination of Information...................................................................87
15.5 Tax Treatment..................................................................................88
ARTICLE XVI NOTICES.............................................................................................88
16.1 Giving Notice..................................................................................88
16.2 Change of Address..............................................................................88
ARTICLE XVII COUNTERPARTS.......................................................................................88
{/Table}
v
{PAGE}
LIST OF SCHEDULES AND EXHIBITS
{Table}
{S} {C}
EXHIBITS:
Exhibit A Form of Guaranty
Exhibit B Form of Note
Exhibit C Form of Commitment and Acceptance
Exhibit D Form of Borrowing Notice
Exhibit E Form of Opinion of General Counsel
Exhibit F Form of Compliance Certificate of Authorized Officer
(Financial Covenant Tests)
Exhibit G Form of Assignment and Assumption Agreement
SCHEDULES:
Schedule 1 Non-Guarantor Subsidiaries
Schedule 2 Commitments
Schedule 4.4 Existing Letters of Credit
Schedule 6.3 Required Orders, Consents and Approvals
Schedule 6.8 Subsidiaries
Schedule 8.2 Existing Indebtedness
Schedule 8.6 Existing Liens
{/Table}
vi
{PAGE}
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is entered into as of April 8, 2004, among M.D.C.
HOLDINGS, INC., a Delaware corporation, as Borrower, the Lenders listed on the
signature pages of this Agreement, BANK ONE, NA, as Administrative Agent and
BANK ONE, ARIZONA, N.A. (solely for the purposes set forth in Section 4.4(f)).
RECITALS
A. M.D.C. Holdings, Inc., as borrower, Bank One, NA, as administrative
agent and the banks party thereto have entered into that certain Second Amended
and Restated Credit Agreement dated July 30, 2002 (as amended, the "Prior Credit
Agreement").
B. The parties hereto desire to replace the Prior Credit Agreement with
this new Credit Agreement.
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement:
"AAA" is defined in Section 12.13.
"Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which
Borrower or any Guarantor (i) acquires any going concern or all or substantially
all of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
partnership or other ownership interests of a partnership, joint venture,
limited liability company or other similar business organization.
"Additional Lender" is defined in Section 2.5(d)(i).
"Adjusted Consolidated Tangible Net Worth" means, at any date, (a)
Consolidated Tangible Net Worth, plus (b) the lesser of (i) fifty percent (50%)
of the Subordinated Indebtedness of Borrower and Guarantors (taken as a whole on
a consolidated basis) and (ii) $100,000,000.
1
{PAGE}
"Administrative Agent" means Bank One, NA, in its capacity as
administrative agent for Lenders pursuant to Article XIII, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article XIII.
"Advance" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by Lenders (or Swing Line Advances made by
Swing Line Lender) to Borrower of the same Type and, in the case of a LIBOR
Advance, for the same Interest Period.
"Affected Lender" is defined in Section 2.23.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person beneficially
owns (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended) 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise.
"Aggregate Commitment" means the aggregate of the Commitments of all
Lenders, as increased or reduced from time to time pursuant to the terms hereof.
As of the date of this Agreement, the Aggregate Commitment is $700,000,000.
"Agreement" means this Credit Agreement, as it may be amended or
modified and in effect from time to time.
"Agreement Accounting Principles" is defined in Section 12.9.
"Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of (a)
the Federal Funds Effective Rate for such day plus (b) 1/2 of 1% per annum.
"Applicable Letter of Credit Rate" means, as at any date of
determination, a rate per annum equal to the Applicable LIBOR Rate Margin.
"Applicable LIBOR Rate Margin" means, as at any date of determination,
the margin indicated in Section 2.11 as then applicable in the determination of
LIBOR Rates.
"Applicable Unused Commitment Rate" means, as at any date of
determination, the rate per annum indicated in Section 2.11 as then applicable
in the determination of the Unused Commitment Fee under Section 2.5(a).
"Arranger" means Banc One Capital Markets, Inc.
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Assignment and Assumption" is defined in Section 15.3.1.
2
{PAGE}
"Authorized Officer" means any one or more of the Chairman, President,
Senior Vice President or any Vice President, Chief Financial Officer, Treasurer,
or other officer of Borrower or a Guarantor, as applicable, acting singly or
together, in accordance with the applicable resolutions and bylaws of Borrower
or such Guarantor.
"Available Credit" means, at any date with respect to any Lender, the
amount (if any) by which such Lender's Commitment exceeds the sum of (i) the
outstanding principal balance of such Lender's Loans as of such date, plus (ii)
such Lender's ratable share (determined in accordance with Section 4.6) of the
Facility LC Obligations as of such date, plus (iii) an amount equal to such
Lender's ratable share of the outstanding Swing Line Advances.
"Average Daily Outstandings" means, for any quarter (or portion
thereof), the sum of (i) the outstanding principal balance of the Loans
(including the outstanding principal balance of the Swing Line Advances) plus
(ii) the outstanding amount of the Facility Letters of Credit, all calculated
for each day during the quarter (or portion thereof) for which the Unused
Commitment Fee is being computed, divided by the number of days in that quarter
(or portion thereof).
"Bank One" means Bank One, NA (headquartered in Chicago, Illinois), in
its individual capacity, and its successors and assigns.
"Bank One, Arizona" means Bank One, Arizona, N.A., in its capacity as
an LC Issuer under Section 4.4(f).
"Bank One, Arizona LCs" is defined in Section 4.4(f).
"Borrower" means M.D.C. Holdings, Inc., a Delaware corporation, its
successors and assigns.
"Borrowing Base" means, with respect to an Inventory Valuation Date for
which it is to be determined, an amount equal to the sum (without duplication)
of the following assets of Borrower and each Guarantor (but only to the extent
that such assets are not subject to any Liens other than Permitted Liens):
(i) the Receivables, multiplied by ninety percent (90%); plus
(ii) the book value of Presold Units, multiplied by ninety
percent (90%); plus
(iii) the book value of Spec Units, multiplied by eighty
percent (80%); plus
345648
|
MDC Holdings
As referenced in this Credit Agreement:
M.D.C. HOLDINGS, INC – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}d14419exv10w1.txt
{DESCRIPTION}FORM OF CREDIT AGREEMENT
{TEXT}
{PAGE}
EXECUTION COPY
CREDIT AGREEMENT
DATED AS OF APRIL 8, 2004
AMONG
M.D.C. HOLDINGS, INC .
as Borrower
AND
THE LENDERS NAMED HEREIN
AND
BANK ONE, NA
as Administrative Agent
AND
WACHOVIA BANK, NATIONAL ASSOCIATION
as Syndication Agent
AND
BNP PARIBAS, GUARANTY BANK, KEYBANK NATIONAL
_____________
M.D.C.
HOLDINGS, INC – 6.8 Subsidiaries
Schedule 8.2 Existing Indebtedness
Schedule 8.6 Existing Liens
{/Table}
vi
{PAGE}
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is entered into as of April 8, 2004, among M.D.C.
HOLDINGS, INC ., a Delaware corporation, as Borrower, the Lenders listed on the
signature pages of this Agreement, BANK ONE, NA, as Administrative Agent and
BANK ONE, ARIZONA, N.A. (solely for
_____________
M.D.C. Holdings, Inc – signature pages of this Agreement, BANK ONE, NA, as Administrative Agent and
BANK ONE, ARIZONA, N.A. (solely for the purposes set forth in Section 4.4(f)).
RECITALS
A. M.D.C. Holdings, Inc ., as borrower, Bank One, NA, as administrative
agent and the banks party thereto have entered into that certain Second Amended
and Restated Credit Agreement dated July 30, 2002 (as
_____________
M.D.C. Holdings, Inc – Bank One, Arizona, N.A., in its capacity as
an LC Issuer under Section 4.4(f).
"Bank One, Arizona LCs" is defined in Section 4.4(f).
"Borrower" means M.D.C. Holdings, Inc ., a Delaware corporation, its
successors and assigns.
"Borrowing Base" means, with respect to an Inventory Valuation Date for
which it is to be determined, an amount equal to the
_____________
M.D.C. HOLDINGS, INC – or telephone, that it has taken such action.
88
{PAGE}
IN WITNESS WHEREOF, Borrower, Lenders, and Administrative Agent have
executed this Agreement as of the date first above written.
BORROWER:
M.D.C. HOLDINGS, INC .,
a Delaware corporation
By: /s/ John J. Heaney
--------------------------------------------
Name: John J. Heaney, Senior Vice President
3600 South Yosemite Suite 900
Denver, Colorado 80237
Attention: John J. Heaney
89
{PAGE}
_____________
dt 1372821
;
Citicorp
As referenced in this Credit Agreement:
CITICORP NORTH AMERICA, INC – Manager - Loan Administration
and to:
300 South Grand Avenue
Los Angeles, CA 90071
Attn: Chuck Weerasooriya
Vice President - Syndications
{PAGE}
SIGNATURE PAGE TO M.D.C. HOLDINGS, INC. CREDIT AGREEMENT
CITICORP NORTH AMERICA, INC .
By: /s/ David Bouton
-------------------------------------------
Name: David Bouton
Title: Vice President
Address:
390 Greenwich Street
New York, NY 10013
Attn: Blake Gronich
{PAGE}
SIGNATURE PAGE TO M.D.C. HOLDINGS,
_____________
dt 729357
;
Royal Bank
As referenced in this Credit Agreement:
ROYAL BANK OF SCOTLAND PLC
– U.S. BANK NATIONAL ASSOCIATION AND
WASHINGTON MUTUAL BANK, FA
as Co-Documentation Agents
AND
CALIFORNIA BANK AND TRUST, COMERICA BANK AND
THE ROYAL BANK OF SCOTLAND PLC
as Co-Managing Agents
AND
AMSOUTH BANK AND BANK OF AMERICA, N.A.
as Co-Agents
BANC ONE CAPITAL MARKETS, INC.
Lead
_____________
ROYAL BANK OF SCOTLAND PLC, – 500 Woodward Avenue
MC 3256
Detroit, MI 48226
Attn: Jessica Kempf
{PAGE}
SIGNATURE PAGE TO M.D.C. HOLDINGS, INC. CREDIT AGREEMENT
THE ROYAL BANK OF SCOTLAND PLC,
INDIVIDUALLY AND AS CO-MANAGING AGENT
By: /s/ Julian Dakin
-------------------------------------------
Name: Julian Dakin
Title: Senior Vice President
Address:
101 Park Avenue
New
_____________
dt 713279
;
|
 AmSouth Bank
As referenced in this Credit Agreement:
AMSOUTH BANK – NATIONAL ASSOCIATION AND
WASHINGTON MUTUAL BANK, FA
as Co-Documentation Agents
AND
CALIFORNIA BANK AND TRUST, COMERICA BANK AND
THE ROYAL BANK OF SCOTLAND PLC
as Co-Managing Agents
AND
AMSOUTH BANK AND BANK OF AMERICA, N.A.
as Co-Agents
BANC ONE CAPITAL MARKETS, INC.
Lead Arranger and Sole Book Manager
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
Page
{S} {C}
ARTICLE
_____________
AMSOUTH BANK, – Dakin
-------------------------------------------
Name: Julian Dakin
Title: Senior Vice President
Address:
101 Park Avenue
New York, NY 10178
Attn: David Apps
{PAGE}
SIGNATURE PAGE TO M.D.C. HOLDINGS, INC. CREDIT AGREEMENT
AMSOUTH BANK, INDIVIDUALLY AND AS
CO-AGENT
By: /s/ Ronny Hudspeth
-------------------------------------------
Name: Ronny Hudspeth
Title: SR VP
Address:
1900 5th Avenue North-BAC 15
Birmingham, AL 35203
Attention: Ronny Hudspeth
{PAGE}
_____________
dt 735584
;
Banc One Capital
As referenced in this Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AND
CALIFORNIA BANK AND TRUST, COMERICA BANK AND
THE ROYAL BANK OF SCOTLAND PLC
as Co-Managing Agents
AND
AMSOUTH BANK AND BANK OF AMERICA, N.A.
as Co-Agents
BANC ONE CAPITAL MARKETS, INC .
Lead Arranger and Sole Book Manager
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
Page
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................21
2.1 Commitment.....................................................................................21
2.
_____________
Banc One Capital Markets, Inc – date of
determination, the rate per annum indicated in Section 2.11 as then applicable
in the determination of the Unused Commitment Fee under Section 2.5(a).
"Arranger" means Banc One Capital Markets, Inc .
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Assignment and Assumption" is defined in Section 15.3.1.
2
{PAGE}
"Authorized Officer" means any
_____________
dt 741656
;
More... |
Preview
Full Doc
| 2002 |
Credit Agreement [Amended and Restated No. 2]
Credit Agreement [Amended and Restated No. 2] (315K)
Doc #345716: Click preview link for longer preview.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JULY 30, 2002
AMONG
M.D.C. HOLDINGS, INC.
as Borrower
AND
THE BANKS NAMED HEREIN
as Banks
AND
BANK ONE, NA
as Administrative Agent
AND
WASHINGTON MUTUAL BANK, FA
as Syndication Agent
AND
KEYBANK NATIONAL ASSOCIATION
as Documentation Agent
AND
BNP PARIBAS,
GUARANTY BANK
AND
WACHOVIA BANK, N.A.
as Co-Agents
BANC ONE CAPITAL MARKETS, INC.
Lead Arranger and Sole Book Manager
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
----
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................20
2.1 Commitment.....................................................................................20
2.2 Required Payments..............................................................................21
2.3 Ratable Loans..................................................................................21
2.4 Types of Advances..............................................................................21
2.5 Fees; Reduction and Increase in Commitment.....................................................21
2.6 Minimum Amount of Each Advance.................................................................24
2.7 Optional Principal Payments....................................................................24
2.8 Method of Selecting Types and Interest Periods for New Advances................................24
2.9 Conversion and Continuation of Outstanding Advances............................................25
2.10 Changes in Interest Rate, etc..................................................................26
2.11 Determination of Applicable Margins and Applicable Unused Commitment Rate......................26
2.12 Rates Applicable After Event of Default........................................................27
2.13 Method of Payment..............................................................................27
2.14 Notes; Telephonic Notices......................................................................27
2.15 Interest Payment Dates; Interest Basis.........................................................28
2.16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions................28
2.17 Lending Installations..........................................................................28
2.18 Non-Receipt of Funds by Administrative Agent...................................................28
2.19 Swing Line.....................................................................................28
2.20 Withholding Tax Exemption......................................................................30
2.21 Extension of Facility Maturity Date............................................................31
2.22 Term Out Period................................................................................32
2.23 Replacement of Certain Banks...................................................................33
ARTICLE III CHANGE IN CIRCUMSTANCES.............................................................................34
3.1 Yield Protection...............................................................................34
3.2 Changes in Capital Adequacy Regulations........................................................35
3.3 Availability of Types of Advances..............................................................36
3.4 Funding Indemnification........................................................................36
3.5 Bank Statements; Survival of Indemnity.........................................................36
i
{PAGE}
ARTICLE IV THE LETTER OF CREDIT FACILITY........................................................................37
4.1 Facility Letters of Credit.....................................................................37
4.2 Limitations....................................................................................37
4.3 Conditions.....................................................................................38
4.4 Procedure for Issuance of Facility Letters of Credit...........................................38
4.5 Duties of Issuing Bank.........................................................................40
4.6 Participation..................................................................................40
4.7 Compensation for Facility Letters of Credit....................................................42
4.8 Issuing Bank Reporting Requirements............................................................43
4.9 Indemnification; Nature of Issuing Bank's Duties...............................................43
4.10 No Obligation to Issue.........................................................................45
4.11 Obligations of Issuing Bank and Other Banks....................................................45
ARTICLE V CONDITIONS PRECEDENT..................................................................................45
5.1 Initial Advance................................................................................45
5.2 Each Advance...................................................................................47
ARTICLE VI REPRESENTATIONS AND WARRANTIES.......................................................................48
6.1 Existence and Standing.........................................................................48
6.2 Authorization and Validity.....................................................................48
6.3 No Conflict; Government Consent................................................................48
6.4 Financial Statements...........................................................................49
6.5 Material Adverse Change........................................................................49
6.6 Taxes..........................................................................................49
6.7 Litigation and Contingent Obligations..........................................................49
6.8 Subsidiaries...................................................................................49
6.9 ERISA..........................................................................................50
6.10 Accuracy of Information........................................................................50
6.11 Regulation U...................................................................................50
6.12 Material Agreements............................................................................50
6.13 Labor Disputes and Acts of God.................................................................50
6.14 Ownership......................................................................................50
6.15 Operation of Business..........................................................................50
6.16 Laws; Environment..............................................................................51
6.17 Investment Company Act.........................................................................51
6.18 Public Utility Holding Company Act.............................................................51
6.19 Subordinated Indebtedness......................................................................52
6.20 Indenture Provisions...........................................................................52
ii
{PAGE}
ARTICLE VII AFFIRMATIVE COVENANTS...............................................................................52
7.1 Financial Reporting............................................................................52
7.2 Use of Proceeds................................................................................55
7.3 Notice of Event of Default.....................................................................55
7.4 Conduct of Business............................................................................55
7.5 Taxes..........................................................................................55
7.6 Insurance......................................................................................55
7.7 Compliance with Laws...........................................................................55
7.8 Maintenance of Properties......................................................................55
7.9 Inspection.....................................................................................56
7.10 Environment....................................................................................56
7.11 New Guarantors.................................................................................56
7.12 Change in Schedules............................................................................56
ARTICLE VIII NEGATIVE COVENANTS.................................................................................57
8.1 Dividends; Repurchase of Stock.................................................................57
8.2 Indebtedness...................................................................................57
8.3 Merger.........................................................................................58
8.4 Sale of Assets.................................................................................59
8.5 Investments and Acquisitions...................................................................59
8.6 Liens..........................................................................................61
8.7 Affiliates.....................................................................................64
8.8 Modifications to Certain Indebtedness..........................................................64
8.9 Amendments of Indenture or Senior Notes........................................................64
8.10 Negative Pledge................................................................................64
ARTICLE IX FINANCIAL COVENANTS..................................................................................64
9.1 Adjusted Consolidated Tangible Net Worth Test..................................................65
9.2 Leverage Test; Fixed Charge Coverage Test......................................................65
9.3 Spec Unit Inventory............................................................................66
9.4 Land Owned.....................................................................................66
9.5 Adjusted Consolidated Tangible Net Worth Floor.................................................66
ARTICLE X EVENTS OF DEFAULT.....................................................................................67
10.1 Representations and Warranties.................................................................67
10.2 Non-payment....................................................................................67
10.3 Other Defaults.................................................................................67
10.4 Other Indebtedness.............................................................................67
10.5 Bankruptcy.....................................................................................68
iii
{PAGE}
10.6 Receiver.......................................................................................68
10.7 Judgment.......................................................................................68
10.8 Unfunded Liabilities...........................................................................68
10.9 Withdrawal Liability...........................................................................69
10.10 Increased Contributions........................................................................69
10.11 Change in Control..............................................................................69
10.12 Dissolution....................................................................................69
10.13 Guaranty.......................................................................................69
10.14 Land Owned Covenant............................................................................69
10.15 Adjusted Consolidated Tangible Net Worth Floor.................................................69
10.16 No Defaults....................................................................................69
ARTICLE XI ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.......................................................70
11.1 Acceleration; Remedies.........................................................................70
11.2 Amendments.....................................................................................71
11.3 Preservation of Rights.........................................................................72
ARTICLE XII GENERAL PROVISIONS..................................................................................72
12.1 Survival of Representations....................................................................72
12.2 Governmental Regulation........................................................................72
12.3 Taxes..........................................................................................72
12.4 Headings.......................................................................................72
12.5 Entire Agreement...............................................................................72
12.6 Nature of Obligations; Benefits of this Agreement..............................................73
12.7 Expenses; Indemnification......................................................................73
12.8 Numbers of Documents...........................................................................73
12.9 Accounting.....................................................................................73
12.10 Severability of Provisions.....................................................................74
12.11 Nonliability of Banks and Issuing Bank.........................................................74
12.12 CHOICE OF LAW..................................................................................74
12.13 Arbitration....................................................................................74
12.14 CONSENT TO JURISDICTION........................................................................75
12.15 WAIVER OF JURY TRIAL...........................................................................76
12.16 Confidentiality................................................................................76
ARTICLE XIII ADMINISTRATIVE AGENT...............................................................................76
13.1 Appointment....................................................................................76
13.2 Powers.........................................................................................76
13.3 General Immunity...............................................................................77
iv
{PAGE}
13.4 No Responsibility for Loans, Recitals, etc.....................................................77
13.5 Action on Instructions of Banks................................................................77
13.6 Employment of Administrative Agents and Counsel................................................77
13.7 Reliance on Documents; Counsel.................................................................77
13.8 Administrative Agent's Reimbursement and Indemnification.......................................78
13.9 Rights as a Bank or Issuing Bank...............................................................78
13.10 Bank Credit Decision...........................................................................78
13.11 Successor Administrative Agent.................................................................78
13.12 Administrative Agent's Fee.....................................................................79
ARTICLE XIV RATABLE PAYMENTS....................................................................................79
14.1 Ratable Payments...............................................................................79
ARTICLE XV BENEFIT OF AGREEMENT, ASSIGNMENTS; PARTICIPATIONS....................................................80
15.1 Successors and Assigns.........................................................................80
15.2 Participations.................................................................................80
15.3 Assignments....................................................................................81
15.4 Dissemination of Information...................................................................82
15.5 Tax Treatment..................................................................................82
ARTICLE XVI NOTICES.............................................................................................82
16.1 Giving Notice..................................................................................82
16.2 Change of Address..............................................................................82
ARTICLE XVII COUNTERPARTS.......................................................................................82
{/TABLE}
v
{PAGE}
LIST OF SCHEDULES AND EXHIBITS
EXHIBITS:
Exhibit A Form of Guaranty
Exhibit B Form of Note
Exhibit C Form of Commitment and Acceptance
Exhibit D Form of Borrowing Notice
Exhibit E Form of Opinion of General Counsel
Exhibit F Form of Compliance Certificate of Authorized
Officer (Financial Covenant Tests)
Exhibit G Form of Assignment and Assumption Agreement
SCHEDULES:
Schedule 1 Non-Guarantor Subsidiaries
Schedule 2 Commitments
Schedule 4.4 Existing Letters of Credit
Schedule 6.3 Required Orders, Consents and Approvals
Schedule 6.8 Subsidiaries
Schedule 8.2 Existing Indebtedness
Schedule 8.6 Existing Liens
vi
{PAGE}
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
July 30, 2002, among M.D.C. HOLDINGS, INC., a Delaware corporation, as Borrower,
the Banks listed on the signature pages of this Agreement, BANK ONE, NA, as
Administrative Agent and BANK ONE, ARIZONA, N.A. (solely for the purposes set
forth in Section 4.4(f)).
RECITALS
A. M.D.C. Holdings, Inc., as borrower, Bank One, NA, as
administrative agent and the banks party thereto have entered into that certain
Amended and Restated Credit Agreement dated October 8, 1999 (as amended, the
"Original Credit Agreement").
B. The parties hereto desire to amend and restate the Original Credit
Agreement in its entirety as hereinafter provided.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
that the Original Credit Agreement is hereby amended and restated in its
entirety as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement:
"AAA" is defined in Section 12.13.
"Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which
Borrower or any Guarantor (i) acquires any going concern or all or substantially
all of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
partnership or other ownership interests of a partnership, joint venture,
limited liability company or other similar business organization.
"Additional Bank" is defined in Section 2.5(d)(i).
"Adjusted Book Value of Land Owned" means, as of the last day of any
fiscal quarter, (i) the book value of all land owned by Borrower or any
Guarantor at such date, including without limitation Land Under Development,
Entitled Lots and Finished Lots but excluding any parcel of
{PAGE}
land on which a Housing Unit is located, less (ii) an amount equal to the lesser
of (A) fifty percent (50%) of the book value of the land component of any
Housing Unit with respect to which a Housing Unit Closing occurred during the
period of four consecutive fiscal quarters ending on such date and (B) fifty
percent (50%) of Adjusted Consolidated Tangible Net Worth as of such date.
"Adjusted Consolidated Tangible Net Worth" means, at any date, (a)
Consolidated Tangible Net Worth, plus (b) the lesser of (i) fifty percent (50%)
of the Subordinated Indebtedness of Borrower and Guarantors (taken as a whole on
a consolidated basis) and (ii) $100,000,000.00, less (C) the Net Worth of each
Non-Guarantor Subsidiary (taken as a whole on a consolidated basis).
"Adjusted Consolidated Tangible Net Worth Test" is defined in Section
9.1.
"Administrative Agent" means Bank One, NA, in its capacity as
administrative agent for Banks pursuant to Article XIII, and not in its
individual capacity as a Bank, and any successor Administrative Agent appointed
pursuant to Article XIII.
"Advance" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by Banks (or Swing Line Advances made by Bank
One) to Borrower of the same Type and, in the case of a LIBOR Advance, for the
same Interest Period.
"Affected Bank" is defined in Section 2.23.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person beneficially
owns (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended) 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise.
"Aggregate Commitment" means the aggregate of the Commitments of all
Banks, as increased or reduced from time to time pursuant to the terms hereof.
As of the date of this Agreement, the Aggregate Commitment is $538,000,000.
"Agreement" means this Amended and Restated Credit Agreement, as it may
be amended or modified and in effect from time to time.
"Agreement Accounting Principles" is defined in Section 12.9.
"Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of (a)
the Federal Funds Effective Rate for such day plus (b) 1/2 of 1% per annum.
"Applicable Floating Rate Margin" means, as at any date of
determination, the margin indicated in Section 2.11 as then applicable in the
determination of the Floating Rate.
2
{PAGE}
"Applicable Letter of Credit Rate" means, as at any date of
determination, a rate per annum equal to the Applicable LIBOR Rate Margin.
"Applicable LIBOR Rate Margin" means, as at any date of determination,
the margin indicated in Section 2.11 as then applicable in the determination of
LIBOR Rates.
"Applicable Margin(s)" means the Applicable LIBOR Rate Margin and/or
the Applicable Floating Rate Margin, as the case may be.
"Applicable Unused Commitment Rate" means, as at any date of
determination, the rate per annum indicated in Section 2.11 as then applicable
in the determination of the Unused Commitment Fee under Section 2.5(a).
"Arranger" means Banc One Capital Markets, Inc.
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Assignment Agreement" is defined in Section 15.3.2.
"Authorized Officer" means any one or more of the Chairman, President,
Senior Vice President or any Vice President, Chief Financial Officer, Treasurer,
or other officer of Borrower or a Guarantor, as applicable, acting singly or
together, in accordance with the applicable resolutions and bylaws of Borrower
or such Guarantor.
"Available Credit" means, at any date with respect to any Bank, the
amount (if any) by which such Bank's Commitment exceeds the sum of (i) the
outstanding principal balance of such Bank's Loans as of such date, plus (ii)
such Bank's ratable share (determined in accordance with Section 4.6) of the
Facility Letter of Credit Obligations as of such date.
"Average Daily Outstandings" means, for any quarter (or portion
thereof), the sum of (i) the outstanding principal balance of the Loans
(including the outstanding principal balance of the Swing Line Advances) plus
(ii) the outstanding amount of the Facility Letters of Credit, all calculated
for each day during the quarter (or portion thereof) for which the Unused
Commitment Fee is being computed, divided by the number of days in that quarter
(or portion thereof).
"Bank One" means Bank One, NA (headquartered in Chicago, Illinois), in
its individual capacity, and its successors and assigns.
"Bank One, Arizona" means Bank One, Arizona, N.A., in its capacity as
an Issuing Bank under Section 4.4(f).
"Bank One, Arizona LCs" is defined in Section 4.4(f).
"Banks" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns.
3
{PAGE}
"Borrower" means M.D.C. Holdings, Inc., a Delaware corporation, its
successors and assigns.
"Borrowing Base" means, with respect to an Inventory Valuation Date for
which it is to be determined, an amount equal to the sum of the following assets
of Borrower and each Guarantor (but only to the extent that such assets are not
subject to any Liens other than Permitted Liens):
(i) the Receivables, multiplied by ninety percent (90%);
plus
----
(ii) the book value of Presold Units, multiplied by eighty
percent (80%); plus
----
(iii) the book value of Spec Units, multiplied by seventy
percent (70%); plus
----
(iv) the book value of Model Units, multiplied by seventy
percent (70%); plus
----
(v) the book value of Finished Lots, multiplied by seventy
percent (70%); plus
----
(vi) the book value of Land Under Development, multiplied by
fifty percent (50%); plus
----
(vii) the book value of Entitled Land, multiplied by thirty
percent (30%);
provided, however, that the aggregate of the amounts calculated pursuant to
clauses (v), (vi) and (vii) shall not exceed at any time forty percent (40%) of
the Borrowing Base.
"Borrowing Base Certificate" means a written certificate in a form
acceptable to Administrative Agent setting forth the amount of the Borrowing
Base with respect to the calendar month most recently completed, certified as
true and correct by an Authorized Officer of Borrower.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" is defined in Section 2.8.
"Business Day" means (i) with respect to any borrowing, payment or rate
selection of LIBOR Advances, a day (other than a Saturday or Sunday) on which
banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market, and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago and New York for the conduct of substantially all
of their commercial lending activities.
"Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.
4
{PAGE}
"Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.
"Cash Equivalents" means:
(a) U.S. Treasury bills and notes;
(b) GNMA securities;
(c) debt insured by other agencies guaranteed by the full
faith and credit of the United States of America;
(d) commercial paper rated either "A1" or better by S&P or
"P1" by Moody's;
(e) Dutch Auction Preferred Stocks (DAP) rated either "AA" or better by S&P or
"Aa2" or better by Moody's.
(f) certificates of deposit issued by commercial banks,
savings banks or savings and loan associations whose
short-term debt is rated either "A1" or better by S&P or
"P1" or better by Moody's, or if such an institution is
a subsidiary whose short-term debt is unrated, then its
345716
|
MDC Holdings
As referenced in this Credit Agreement [Amended and Restated No. 2]:
M.D.C. HOLDINGS, INC – 4
{SEQUENCE}3
{FILENAME}exhibit4_1.txt
{DESCRIPTION}SECOND AMENDED AND RESTATED CREDIT AGREEMENT
{TEXT}
Exhibit 4.1
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JULY 30, 2002
AMONG
M.D.C. HOLDINGS, INC .
as Borrower
AND
THE BANKS NAMED HEREIN
as Banks
AND
BANK ONE, NA
as Administrative Agent
AND
WASHINGTON MUTUAL BANK, FA
as Syndication Agent
AND
KEYBANK NATIONAL ASSOCIATION
as
_____________
M.D.C. HOLDINGS, INC – Indebtedness
Schedule 8.6 Existing Liens
vi
{PAGE}
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
July 30, 2002, among M.D.C. HOLDINGS, INC ., a Delaware corporation, as Borrower,
the Banks listed on the signature pages of this Agreement, BANK ONE, NA, as
Administrative Agent and BANK ONE, ARIZONA, N.A. (solely for
_____________
M.D.C. Holdings, Inc – signature pages of this Agreement, BANK ONE, NA, as
Administrative Agent and BANK ONE, ARIZONA, N.A. (solely for the purposes set
forth in Section 4.4(f)).
RECITALS
A. M.D.C. Holdings, Inc ., as borrower, Bank One, NA, as
administrative agent and the banks party thereto have entered into that certain
Amended and Restated Credit Agreement dated October 8, 1999 (as amended,
_____________
M.D.C. Holdings, Inc – is defined in Section 4.4(f).
"Banks" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns.
3
{PAGE}
"Borrower" means M.D.C. Holdings, Inc ., a Delaware corporation, its
successors and assigns.
"Borrowing Base" means, with respect to an Inventory Valuation Date for
which it is to be determined, an amount equal to the
_____________
M.D.C. HOLDINGS, INC – or telephone, that it has taken such action.
82
{PAGE}
IN WITNESS WHEREOF, Borrower, Banks, and Administrative Agent have
executed this Agreement as of the date first above written.
BORROWER:
M.D.C. HOLDINGS, INC .,
a Delaware corporation
By: /s/ John J. Heaney
------------------------------
Name: John J. Heaney, Senior Vice President
3600 South Yosemite Suite 900
Denver, Colorado 80237
Attention: John J. Heaney
BANKS:
BANK
_____________
dt 1372841
;
AmSouth Bank
As referenced in this Credit Agreement [Amended and Restated No. 2]:
AMSOUTH BANK, – Attention: Michael Raarup
CALIFORNIA BANK AND TRUST
By: /s/ Mark Stebbings
------------------------------
Name: Mark Stebbings, Vice President
3101 N. Central Avenue
Suite 300
Phoenix, Arizona 85012
Attention: Jennifer Pescatore
85
{PAGE}
AMSOUTH BANK, an Alabama banking
corporation
By: /s/ Ronny Hudspeth
------------------------------
Name: Ronny Hudspeth,
Senior Vice President
Sonat Tower
1900 Fifth Avenue, North, 15th Floor
Birmingham, Alabama 35203
Attention: Ronny Hudspeth
BANK
_____________
dt 735593
;
Banc One Capital
As referenced in this Credit Agreement [Amended and Restated No. 2]:
BANC ONE CAPITAL MARKETS, INC – Administrative Agent
AND
WASHINGTON MUTUAL BANK, FA
as Syndication Agent
AND
KEYBANK NATIONAL ASSOCIATION
as Documentation Agent
AND
BNP PARIBAS,
GUARANTY BANK
AND
WACHOVIA BANK, N.A.
as Co-Agents
BANC ONE CAPITAL MARKETS, INC .
Lead Arranger and Sole Book Manager
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
----
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................20
2.1 Commitment.....................................................................................20
2.
_____________
Banc One Capital Markets, Inc – date of
determination, the rate per annum indicated in Section 2.11 as then applicable
in the determination of the Unused Commitment Fee under Section 2.5(a).
"Arranger" means Banc One Capital Markets, Inc .
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Assignment Agreement" is defined in Section 15.3.2.
"Authorized Officer" means any one or more
_____________
dt 741662
;
|
BNY
As referenced in this Credit Agreement [Amended and Restated No. 2]:
Bank of New York, – published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at
_____________
dt 708928
;
Bank One
As referenced in this Credit Agreement [Amended and Restated No. 2]:
BANK ONE, NA – 4.1
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JULY 30, 2002
AMONG
M.D.C. HOLDINGS, INC.
as Borrower
AND
THE BANKS NAMED HEREIN
as Banks
AND
BANK ONE, NA
as Administrative Agent
AND
WASHINGTON MUTUAL BANK, FA
as Syndication Agent
AND
KEYBANK NATIONAL ASSOCIATION
as Documentation Agent
AND
BNP PARIBAS,
GUARANTY BANK
AND
WACHOVIA BANK, N.A.
as
_____________
BANK ONE, NA – AGREEMENT is entered into as of
July 30, 2002, among M.D.C. HOLDINGS, INC., a Delaware corporation, as Borrower,
the Banks listed on the signature pages of this Agreement, BANK ONE, NA , as
Administrative Agent and BANK ONE, ARIZONA, N.A. (solely for the purposes set
forth in Section 4.4(f)).
RECITALS
A. M.D.C. Holdings, Inc., as borrower,
_____________
Bank One, NA – NA, as
Administrative Agent and BANK ONE, ARIZONA, N.A. (solely for the purposes set
forth in Section 4.4(f)).
RECITALS
A. M.D.C. Holdings, Inc., as borrower, Bank One, NA , as
administrative agent and the banks party thereto have entered into that certain
Amended and Restated Credit Agreement dated October 8, 1999 (as amended, the
"Original Credit Agreement").
B.
_____________
Bank One, NA – Net Worth of each
Non-Guarantor Subsidiary (taken as a whole on a consolidated basis).
"Adjusted Consolidated Tangible Net Worth Test" is defined in Section
9.1.
"Administrative Agent" means Bank One, NA , in its capacity as
administrative agent for Banks pursuant to Article XIII, and not in its
individual capacity as a Bank, and any successor Administrative Agent appointed
pursuant to
_____________
Bank One, NA – during the quarter (or portion thereof) for which the Unused
Commitment Fee is being computed, divided by the number of days in that quarter
(or portion thereof).
"Bank One" means Bank One, NA (headquartered in Chicago, Illinois), in
its individual capacity, and its successors and assigns.
"Bank One, Arizona" means Bank One, Arizona, N.A., in its capacity as
an Issuing Bank
_____________
dt 726968
;
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PROTOTYPE PLAN AND TRUST
{PAGE}
DEFINED CONTRIBUTION PROTOTYPE PLAN
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I, DEFINITIONS
1.01 Account..........................................1
1.02 Accounting Balance or Accrued Benefit............1
1.03 Accounting Date..................................1
1.04 Adoption Agreement...............................1
1.05 Beneficiary......................................1
1.06 Code.............................................1
1.07 Compensation.....................................1
1.08 Disability.......................................2
1.09 Earned Income....................................2
1.10 Effective Date...................................2
1.11 Employee.........................................2
1.12 Employer.........................................3
1.13 ERISA............................................3
1.14 Highly Compensated Employee......................3
1.15 Hour of Service..................................3
1.16 Leased Employee..................................4
1.17 Nonhighly Compensated Employee...................4
1.18 Nontransferable Annuity..........................4
1.19 Paired Plans.....................................4
1.20 Participant......................................5
1.21 Plan.............................................4
1.22 Plan Administrator...............................5
1.23 Plan Entry Date..................................5
1.24 Plan Year........................................5
1.25 Protected Benefit................................5
1.26 Related Group/Related Employer...................5
1.27 Self-Employed Individual/Owner-Employee/
Shareholder-Employee.............................5
1.28 Separation from Service..........................5
1.29 Service..........................................5
1.30 Service with Predecessor Employer................5
1.31 Trust............................................6
1.32 Trust Fund.......................................6
1.33 Trustee..........................................6
1.34 Vested...........................................6
ARTICLE II, ELIGIBILITY AND PARTICIPATION
2.01 Eligibility......................................7
2.02 Age and Service Conditions.......................7
2.03 Break in Service - Participation.................7
2.04 Participation upon Re-employment.................8
2.05 Change in Employment Status......................8
2.06 Election Not to Participate......................8
ARTICLE III, EMPLOYER CONTRIBUTIONS AND
FORFEITURES
3.01 Employer Contributions...........................9
3.02 Deferral Contributions...........................9
3.03 Matching Contributions...........................9
3.04 Employer Contribution Allocation.................9
3.05 Forfeiture Allocation...........................11
3.06 Allocation Conditions...........................11
3.07 Annual Additions Limitation.....................12
3.08 Estimating Compensation.........................13
3.09 Determination Based on Actual Compensation......13
3.10 Disposition of Allocated Excess Amount..........13
3.11 Combined Plans Annual Additions Limitation......13
3.12 Estimating Compensation.........................14
3.13 Determination Based on Actual Compensation......14
3.14 Ordering of Annual Addition Allocations.........14
3.15 Disposition of Allocated Excess Amount
Attributable to Plan............................14
3.16 Other Defined Contribution Plans Limitation.....14
3.17 Defined Benefit Plan Limitation.................14
3.18 Definitions - Article III.......................14
ARTICLE IV, PARTICIPANT CONTRIBUTIONS
4.01 Participant Contributions.......................17
4.02 Employee Contributions..........................17
4.03 DECs............................................17
4.04 Rollover Contributions .........................17
4.05 Participant Contributions - Vesting ............17
4.06 Participant Contributions - Distribution........17
4.07 Participant Contributions - Investment and
Accounting......................................17
ARTICLE V, VESTING
5.01 Normal/Early Retirement Age.....................18
5.02 Participant Death or Disability.................18
5.03 Vesting Schedule................................18
5.04 Cash-out Distributions to Partially-Vested
Participants/Restoration of Forfeited
Account Balance.................................18
5.05 Accounting for Cash-out Repayment...............19
5.06 Year of Service - Vesting.......................19
5.07 Break in Service and Forfeiture Break in
Service - Vesting...............................19
5.08 Included Years of Service - Vesting............ 19
5.09 Forfeiture Occurs.............................. 20
5.10 Rule of Parity - Vesting........................20
5.11 Amendment to Vesting Schedule ..................20
5.12 Deferral Contributions Taken into Account.......20
ARTICLE VI, DISTRIBUTIONS
6.01 Timing of Distribution..........................21
6.02 Required Minimum Distributions..................22
6.03 Method of Distribution..........................24
6.04 Annuity Distributions to Participants
and to Surviving Spouses........................24
6.05 Waiver Election - QJSA..........................25
6.06 Waiver Election - QPSA..........................26
6.07 Distributions Under Qualified Domestic
Relations Orders (QDRO).........................26
6.08 Defaulted Loan - Timing of Offset...............27
6.09 Hardship Distribution...........................27
6.10 Direct Rollover of Eligible Rollover
Distributions...................................27
6.11 TEFRA Elections.................................28
ARTICLE VII, EMPLOYER ADMINISTRATIVE
PROVISIONS
7.01 Information to Plan Administrator...............29
7.02 No Responsibility for Others....................29
7.03 Indemnity of Certain Fiduciaries................29
7.04 Employer Direction of Investment................29
7.05 Evidence........................................29
7.06 Plan Contributions..............................29
7.07 Employer Action.................................29
7.08 Fiduciaries Not Insurers........................29
7.09 Plan Terms Binding..............................29
7.10 Word Usage......................................29
7.11 State Law.......................................29
7.12 Prototype Plan Status...........................29
7.13 Employment Not Guaranteed.......................29
ARTICLE VIII, PARTICIPANT ADMINISTRATIVE
PROVISIONS
8.01 Beneficiary Designation.........................30
8.02 No Beneficiary Designation/Death
of Beneficiary..................................30
8.03 Assignment or Alienation........................30
8.04 Information Available...........................30
8.05 Claims Procedure for Denial of Benefits.........31
8.06 Participant Direction of Investment.............31
ARTICLE IX, PLAN ADMINISTRATOR
9.01 Compensation and Expenses.......................32
9.02 Resignation and Removal.........................32
9.03 General Powers and Duties.......................32
9.04 Plan Loans......................................32
9.05 Funding Policy..................................32
9.06 Individual Accounts.............................32
9.07 Value of Participant's Account Balance..........33
{/Table}
{PAGE}
DEFINED CONTRIBUTION PROTOTYPE PLAN
{Table}
{S} {C}
9.08 Allocation and Distribution of
Net Income, Gain or Loss........................33
9.09 Individual Statement............................34
9.10 Account Charged.................................34
9.11 Lost Participants...............................34
9.12 Plan Correction.................................34
9.13 No Responsibility for Others....................35
9.14 Notice, Designation, Election, Consent and
Waiver..........................................35
ARTICLE X, TRUSTEE AND CUSTODIAN, POWERS
AND DUTIES
10.01 Acceptance.....................................36
10.02 Receipt of Contributions.......................36
10.03 Investment Powers..............................36
10.04 Records and Statements.........................39
10.05 Fees and Expenses from Fund....................39
10.06 Parties to Litigation..........................39
10.07 Professional Agents............................39
10.08 Distribution of Cash or Property...............39
10.09 Participant or Beneficiary Incapacitated.......40
10.10 Distribution Directions........................40
10.11 Third Party Reliance...........................40
10.12 Multiple Trustees..............................40
10.13 Resignation and Removal........................40
10.14 Successor Trustee Acceptance...................40
10.15 Valuation of Trust.............................40
10.16 Limitation on Liability - If Investment
Manager, Ancillary Trustee
or Independent Fiduciary Appointed.............40
10.17 Investment in Group Trust Fund.................41
10.18 Appointment of Ancillary Trustee or
Independent Fiduciary..........................41
ARTICLE XI, PROVISIONS RELATING TO
INSURANCE AND INSURANCE COMPANY
11.01 Insurance Benefit..............................42
11.02 Limitation on Life Insurance Protection .......42
11.03 Definitions....................................43
11.04 Dividend Plan..................................43
11.05 Insurance Company Not a Party
to Agreement...................................43
11.06 No Responsibility for Others...................43
11.07 Duties of Insurance Company....................43
ARTICLE XII, TOP-HEAVY PROVISIONS
12.01 Determination of Top-Heavy Status..............44
12.02 Definitions....................................44
12.03 Top-Heavy Minimum Allocation...................45
12.04 Determining Top-Heavy Contribution Rates.......45
12.05 Plan Which Will Satisfy Top-Heavy..............45
12.06 Top-Heavy Vesting..............................45
ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT,
TERMINATION
13.01 Exclusive Benefit..............................46
13.02 Amendment by Employer..........................46
13.03 Amendment by Prototype Plan Sponsor............46
13.04 Plan Termination or Suspension.................46
13.05 Full Vesting on Termination....................47
13.06 Post Termination Procedure and Distribution....47
13.07 Merger/Direct Transfer.........................47
ARTICLE XIV. CODE SECTION 401(k) AND CODE SECTION
401(m) ARRANGEMENTS
14.01 Application....................................49
14.02 401(k) Arrangement.............................49
14.03 Definitions....................................52
14.04 Matching Contributions/Employee
Contributions..................................53
14.05 Deferral Deposit Timing/Employer Contribution
Status.........................................53
14.06 Special Accounting and Allocation Provisions...53
14.07 Annual Elective Deferral Limitation............54
14.08 Actual Deferral Percentage (ADP) Test..........55
14.09 Actual Contribution Percentage (ACP) Test......56
14.10 Multiple Use Limitation........................57
14.11 Distribution Restrictions......................57
14.12 Special Allocation and Valuation Rules.........58
{/Table}
ii
{PAGE}
DEFINED CONTRIBUTION PROTOTYPE PLAN
INVESCO
PROTOTYPE PLAN AND TRUST
DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT #01
Institutional Trust Company (formerly INVESCO Trust Company), in its capacity as
Prototype Plan Sponsor, establishes this Prototype Plan intended to conform to
and qualify under Section 401 and Section 501 of the Internal Revenue Code of
1986, as amended. An Employer establishes a Plan and Trust under this Prototype
Plan by executing an Adoption Agreement. If the Employer adopts this Plan as a
restated Plan in substitution for, and in amendment of, an existing plan, the
provisions of this Plan, as a restated Plan, apply solely to an Employee whose
employment with the Employer terminates on or after the restated Effective Date
of the Plan. If an Employee's employment with the Employer terminates prior to
the restated Effective Date, that Employee is entitled to benefits under the
Plan as the Plan existed on the date of the Employee's termination of
employment.
ARTICLE I
DEFINITIONS
1.01 "ACCOUNT" means the separate Account(s) which the Plan Administrator
or the Trustee maintains under the Plan for a Participant.
1.02 "ACCOUNT BALANCE" OR "ACCRUED BENEFIT" means the amount standing in a
Participant's Account(s) as of any date derived from Employer contributions and
from Participant contributions, if any.
1.03 "ACCOUNTING DATE" means the last day of the Plan Year. The Plan
Administrator will allocate Employer contributions and forfeitures for a
particular Plan Year as of the Accounting Date of that Plan Year, and on such
other dates, if any, as the Plan Administrator determines, consistent with the
Plan's allocation conditions and other provisions.
1.04 "ADOPTION AGREEMENT" means the document executed by each Employer
adopting this Plan. References to Adoption Agreement within this basic plan
document are to the Adoption Agreement as completed and executed by a particular
Employer unless the context clearly indicates otherwise. An adopting Employer's
Adoption Agreement and this basic plan document together constitute a single
Plan and Trust of the Employer. Each elective provision of the Adoption
Agreement corresponds (by its parenthetical section reference) to the section of
the Plan which grants the election. Each Adoption Agreement offered under this
Plan is either a Nonstandardized Plan or a Standardized Plan, as identified in
that Adoption Agreement. The provisions of this Plan apply in the same manner to
Nonstandardized Plans and to Standardized Plans unless otherwise specified. All
section references within an Adoption Agreement are Adoption Agreement section
references unless the context clearly indicates otherwise.
1.05 "BENEFICIARY" means a person designated by a Participant or by the
Plan who is or may become entitled to a benefit under the Plan. A Beneficiary
who becomes entitled to a benefit under the Plan remains a Beneficiary under the
Plan until the Trustee has fully distributed to the Beneficiary his/her Plan
benefit. A Beneficiary's right to (and the Plan Administrator's or a Trustee's
duty to provide to the Beneficiary) information or data concerning the Plan does
not arise until the Beneficiary first becomes entitled to receive a benefit
under the Plan.
1.06 "CODE" means the Internal Revenue Code of 1986, as amended and
includes applicable Treasury regulations.
1.07 "COMPENSATION" means a Participant's W-2 wages, Code Section 3401(a)
wages, or 415 compensation except, in the case of a Self-Employed Individual,
Compensation means Earned Income as defined in Section 1.09. The Employer in its
Adoption Agreement must specify which definition of Compensation (Section
1.07(A), (B) or (C)) applies under the Plan and any modifications thereto, for
purposes of contribution allocations under Article III.
Any reference in the Plan to Compensation is a reference to the definition
in this Section 1.07, unless the Plan reference, or the Employer in its Adoption
Agreement, modifies this definition. The Plan Administrator will take into
account only Compensation actually paid during (or as permitted under the Code,
paid for) the relevant period. A Compensation payment includes Compensation paid
by the Employer through another person under the common paymaster provisions in
Code Sections 3121 and 3306. Compensation, unless otherwise specified in the
Adoption Agreement, does not include any form of remuneration (including
severance pay and vacation pay) paid to the Participant after the Participant
incurs a Separation from Service.
(A) W-2 WAGES. W-2 wages means wages for federal income tax withholding
purposes, as defined under Code Section 3401(a), plus all other payments to an
Employee in the course of the Employer's trade or business, for which the
Employer must furnish the Employee a written statement under Code Sections 6041,
6051 and 6052, but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment
or services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).
(B) CODE SECTION 3401(a) WAGES. Code Section 3401(a) wages means wages within
the meaning of Code Section 3401(a) for the purposes of income tax withholding
at the source, but determined without regard to any rules that limit the
remuneration included in wages based on the nature or the location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)).
(C) CODE SECTION 415 COMPENSATION (CURRENT INCOME DEFINITION). Code Section 415
compensation means the Employee's wages, salaries, fees for professional service
and other amounts received for personal services actually rendered in the course
of employment with the Employer maintaining the Plan to the extent that the
amounts are includible in gross income (including, but not limited to,
commissions paid salespersons, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits and reimbursements or other expense allowances under a nonaccountable
plan as described in Treas. Reg. Section 1.62-2(c)).
1
{PAGE}
DEFINED CONTRIBUTION PROTOTYPE PLAN
Code Section 415 compensation does not include:
(a) Employer contributions to a plan of deferred compensation to the extent
the contributions are not included in the gross income of the Employee for
the taxable year in which contributed, Employer contributions on behalf of
an Employee to a Simplified Employee Pension Plan to the extent such
contributions are excludible from the Employee's gross income, and any
distributions from a plan of deferred compensation, regardless of whether
such amounts are includible in the gross income of the Employee when
distributed.
(b) Amounts realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by an Employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture.
(c) Amounts realized from the sale, exchange or other disposition of stock
acquired under a stock option described in Part II, Subchapter D, Chapter
1, Subtitle A of the Code.
(d) Other amounts which receive special tax benefits, such as premiums for
group term life insurance (but only to the extent that the premiums are not
includible in the gross income of the Employee), or contributions made by
an Employer (whether or not under a salary reduction agreement) toward the
purchase of an annuity contract described in Code Section 403(b) (whether
or not the contributions are excludible from the gross income of the
Employee).
(D) ELECTIVE CONTRIBUTIONS. Compensation under Sections 1.07(A), 1.07(B) and
1.07(C) includes Elective Contributions unless the Employer in its Adoption
Agreement elects to exclude Elective Contributions. "Elective Contributions" are
amounts excludible from the Employee's gross income under Code Sections 125,
132(f)(4), 402(e)(3), 402(h)(2), 403(b), 408(p) or 457, and contributed by the
Employer, at the Employee's election, to a cafeteria plan, a qualified
transportation fringe benefit plan, a 401(k) arrangement, a SARSEP, a
tax-sheltered annuity, a SIMPLE plan or a Code Section 457 plan. Notwithstanding
the preceding sentence, amounts described in Section 132(f)(4) are not Elective
Contributions until Plan Years beginning on or after January 1, 2001, unless the
Plan Administrator operationally has included such amounts effective as of an
earlier Plan Year beginning no earlier than January 1, 1998.
(E) COMPENSATION DOLLAR LIMITATION. For any Plan Year, the Plan Administrator in
allocating contributions under Article III or in testing the Plan for
nondiscrimination, cannot take into account more than $150,000 (or such larger
or smaller amount as the Commissioner of Internal Revenue may prescribe) of any
Participant's Compensation. Notwithstanding the foregoing, an Employee under a
401(k) arrangement may make elective deferrals with respect to Compensation
which exceeds the Plan Year Compensation limitation, provided such deferrals
otherwise satisfy Code Section 402(g) and other applicable limitations.
(F) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.07, except: (1) the Employer annually
may elect operationally to include or to exclude Elective Contributions,
irrespective of the Employer's election in its Adoption Agreement regarding
Elective Contributions; and (2) the Plan Administrator will disregard any
elections made in the "modifications to Compensation definition" section of
345701
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| Full Doc
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Director Equity Incentive Plan
Director Equity Incentive Plan (2K)
Doc #345725: This document is immediately available for purchase, but does not have a preview available for viewing.
345725
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| 2003 |
Employment Agreement
Employment Agreement (95K)
Doc #119730: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of January 1,
2003 (the "Effective Date"), by and between Technical Olympic USA, Inc., a
Delaware corporation (the "Employer"), and Ioannis (Yannis) Delikanakis (the
"Employee").
WHEREAS, the Employee currently serves as a member of the Employer's
Board of Directors and also provides additional and substantial services for the
Employer beyond the scope of his Board membership, which additional services are
presently provided by Employee to Employer without compensation;
WHEREAS, the Employer seeks to expand the range of services to be
provided by Employee to Employer and to compensate Employee for the provision of
these services through an incentive compensation package;
WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship of the Employee with the
Employer;
NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:
1. DEFINITIONS. For the purposes of this Agreement, terms have
the meanings defined herein or on Exhibit A attached hereto unless the context
otherwise requires.
2. EMPLOYMENT, TERM AND DUTIES.
2.1 EMPLOYMENT TERM. The Employer hereby employs the
Employee, and the Employee hereby accepts employment by the Employer,
upon the terms and conditions set forth herein for an initial period to
begin on the Effective Date and end on the fifth (5) anniversary
thereof, unless terminated earlier in accordance with the provisions of
Section 4.
2.2 DUTIES. The Employee will serve as Executive Vice
President of the Employer during the Employment Period and will have
such duties and responsibilities as are reasonably consistent with such
position as described on Exhibit B attached hereto and shall perform
such special assignments as may be assigned or delegated to the
Employee from time to time by the Chief Executive Officer or the Board
of Directors of the Employer. In the performance of his duties
hereunder, the Employee shall report solely to the Chief Executive
Officer of the Employer. The Employee shall perform work as assigned by
the Chief Executive Officer, and shall work with the senior management
of the Employer in the advancement of the best interests of the
Employer.
It is acknowledged that the Employee is a member of the Board of
Directors and that his activities as a director shall not materially
interfere with his duties and responsibilities under this Agreement. If
the Employee is appointed or elected an officer or director of any
subsidiary of the Employer, the Employee will fulfill his duties as
such officer or director without additional compensation due from the
Employer or such subsidiary; however, any such appointment or election
may not be made without the Employee's
119730
|
MDC Holdings
As referenced in this Employment Agreement:
M.D.C. Holdings, – Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific Corp.
Toll Brothers,
dt 36436
;
Kaufman & Broad
As referenced in this Employment Agreement:
Kaufman and Broad – Homes USA, Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland
dt 36369
;
NVR
As referenced in this Employment Agreement:
NVR, – KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific Corp.
Toll Brothers, INC.
The
dt 36471
;
|
TOUSA
As referenced in this Employment Agreement:
Technical Olympic USA, – this "Agreement") is made as of January 1,
2003 (the "Effective Date"), by and between Technical Olympic USA, Inc., a
Delaware corporation (the "Employer"), and Ioannis (Yannis) Delikanakis (the
"Employee").
WHEREAS, the
Technical Olympic USA, – designate by notice to the other
parties):
If to the Employer: With a copy to:
Technical Olympic USA, Inc. Technical Olympic USA, Inc.
4000 Hollywood Blvd., Suite 500-N ______________________________
Hollywood, Florida
Technical Olympic USA, – the other
parties):
If to the Employer: With a copy to:
Technical Olympic USA, Inc. Technical Olympic USA, Inc.
4000 Hollywood Blvd., Suite 500-N ______________________________
Hollywood, Florida 33021 ______________________________
Attn: Antonio
Technical Olympic USA, – 364-4020 Facsimile No.:
Facsimile No.: (281) 243-0116
And with a second copy to:
Technical Olympic USA, Inc.
20 Solomou Street
Ana Kalamaki
Athens 17456 Greece
Attn: [CONSTANTINE STENGOS]
Facsimile No.:
TECHNICAL OLYMPIC USA, – have executed and delivered this
Agreement effective for all purposes as of the Effective Date.
TECHNICAL OLYMPIC USA, INC. EMPLOYEE
By: /s/ Antonio B. Mon /s/ Yannis Delikanakis
-------------------------------- --------------------------------
Name: Antonio B. Mon
dt 36517
;
Ioannis (Yannis) Delikanakis
|
Preview
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| 2003 |
Employment Agreement
Employment Agreement (38K)
Doc #345690: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of October 1, 1997, and restated as of
February 26, 2003, by and between M.D.C. Holdings, Inc. (the "Company"), and
Larry A. Mizel (the "Executive").
WHEREAS, the Executive has served the Company in various capacities
for over twenty-five years;
WHEREAS, the Company desires to assure itself of the services of the
Executive for the period provided in this Agreement; and
WHEREAS, the Executive is willing to serve in the employ of the
Company for such period upon the terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of Executive's past, present and
future performance of services for the Company and in consideration of the
mutual promises and agreements hereinafter set forth, the Company and the
Executive agree as follows:
1. Employment and Duties. The Company shall employ the
---------------------
Executive, and the Executive shall be employed by the Company, as Chairman of
the Board and Chief Executive Officer, at the Company's headquarters in Denver,
Colorado (or such other location as the Executive and Company may agree) for the
term of this Agreement. In this capacity, the Executive shall perform such
services, consistent with his office, as from time to time shall be assigned to
him by the Board of Directors of the Company, devoting such time and effort to
manage, operate and direct the activities of the Company and perform all of the
functions of the offices held by him, as directed by the Board of Directors from
time-to-time; provided however that the Executive may also engage in other
activities (except activities which are in direct conflict with the business of
the Company) consistent with his prior practices while employed by the Company,
so long as such activities do not adversely affect the performance by the
Executive of his duties and responsibilities hereunder.
2. Term. The term of the Executive's employment hereunder
----
shall begin on October 1, 1997 and shall continue through September 30, 2002
(the "Initial Term"); provided, however, that the term of employment shall be
automatically extended beyond the Initial Term for successive two-year periods
(each, an "Additional Term") unless the Company or the Executive shall give
written notice to the other party hereto of its or his intent to terminate this
Agreement at the end of the then current Term, such notice to be given at least
six months prior to the expiration of the Initial Term or any extension thereof
(the Initial Term and any and all Additional Terms are hereinafter collectively
referred to as the "Employment Term").
3. Compensation and Benefits.
-------------------------
(a) Base Salary. During each calendar year of the
-----------
Employment Term, the Company shall pay the Executive a base salary at a rate of
not less than $600,000 per year
{PAGE}
(the "Base Salary"), payable in substantially equal semi-monthly installments.
Not less frequently than annually, Executive will be eligible for periodic
increases in Base Salary under the Company's normal policies and procedures for
executive salary increases which currently provide for annual reviews of
executive salaries. Executive's Base Salary for any year may not be reduced
below the Executive's Base Salary for the prior year without the consent of both
Executive and the Company; provided, however, that in the event that the base
salaries of all Senior Executive Officers of the Company (as hereinafter
defined) are reduced below their base salaries for the current or prior year,
the Executive's Base Salary shall be proportionately reduced without his
consent. For purposes of this Agreement, the "Senior Executive Officers" of the
Company shall be the ten officers of the Company having the highest annual base
salaries.
(b) Annual Incentive Compensation. For calendar year
-----------------------------
1997 and the remainder of the Employment Term, Executive will participate in the
Company's Executive Officer Performance Based Compensation Plan as it may be
amended, and any successor or supplementary incentive compensation plans
established by the Company (the "Performance Plans") and shall be entitled to
incentive payments as provided thereunder and as otherwise provided by the
Company. The payments the Executive is entitled to receive under the Performance
Plans and this Section 3(b) shall be referred to herein as the "Annual Incentive
Compensation" for the year to which they are attributable, regardless of the
year in which they are paid.
(c) Long-Term Incentive Compensation. The Executive
--------------------------------
shall participate in the Company's Employee Equity Incentive Plan, as it may be
amended, and any successor or supplementary compensation and incentive plans or
programs established by the Company (the "Equity Plans").
(d) Retirement Benefit. The Company shall pay the
------------------
Executive a retirement benefit ("Retirement Benefit") as hereinafter defined
in consideration of the Executive's past, present and future services to the
Company. Except as otherwise expressly provided in Section 4, the Retirement
Benefit shall be paid in monthly installments commencing on the first day of the
month following the last day of the Employment Term (the "Commencement Date")
and shall continue for the duration of Executive's lifetime. The monthly
installments shall be based upon an annual amount determined as follows: the
Retirement Benefit for each year shall be equal to seventy percent (70%) of the
Executive's highest Base Salary during the final three (3) years of the
345690
|
MDC Holdings
As referenced in this Employment Agreement:
M.D.C. Holdings, Inc – SEQUENCE}3
{FILENAME}exh99_1.txt
{DESCRIPTION}LAM
{TEXT}
Exhibit 99.1
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of October 1, 1997, and restated as of
February 26, 2003, by and between M.D.C. Holdings, Inc . (the "Company"), and
Larry A. Mizel (the "Executive").
WHEREAS, the Executive has served the Company in various capacities
for over twenty-five years;
WHEREAS, the Company desires to assure
_____________
M.D.C.
Holdings, Inc – Option Purchase Program.
----------------------------------------
To the extent permitted by law, from time to time, Executive may borrow, and the
Company shall lend to Executive on the terms provided pursuant to the M.D.C.
Holdings, Inc . Executive Option Purchase Program, up to an aggregate of
$1,000,000 for the purpose of (i) exercising options to purchase the Company's
stock, and (ii) payment of
_____________
M.D.C. Holdings, Inc – to the parties at
the following addresses or at such other address as a party may specify by
notice to the other.
To the Executive:
----------------
Larry A. Mizel
c/o M.D.C. Holdings, Inc .
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
- 8 -
{PAGE}
To the Company:
--------------
M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
Attention:
_____________
M.D.C. Holdings, Inc – to the other.
To the Executive:
----------------
Larry A. Mizel
c/o M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
- 8 -
{PAGE}
To the Company:
--------------
M.D.C. Holdings, Inc .
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
Attention: Michael Touff, General Counsel
(c) Entire Agreement; Construction; Amendment.
-----------------------------------------
This Agreement shall supersede any and all existing agreements between
_____________
M.D.C. HOLDINGS, INC – circumstances.
- 9 -
{PAGE}
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, including Appendix A hereto, as evidence of their adoption as of the
dates set forth above.
M.D.C. HOLDINGS, INC .
By: /s/ Paris G. Reece III
----------------------------------
Name: Paris G. Reece III
Title: Executive Vice President
EXECUTIVE
/s/ Larry A. Mizel
----------------------------------
Name: Larry A. Mizel
- 10 -
{PAGE}
APPENDIX A
This
_____________
dt 1372831
;
| Larry A. Mizel
|
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (39K)
Doc #345691: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of October 1, 1997, and restated as of
February 26, 2003, by and between M.D.C. Holdings, Inc. (the "Company"), and
David D. Mandarich (the "Executive").
WHEREAS, the Executive has served the Company in
various capacities for over twenty years;
WHEREAS, the Company desires to assure itself of the
services of the Executive for the period provided in
this Agreement; and
WHEREAS, the Executive is willing to serve in the
employ of the Company for such period upon the terms and
conditions hereinafter provided;
NOW, THEREFORE, in consideration of Executive's past,
present and future performance of services for the Company and in consideration
of the mutual promises and agreements hereinafter set forth, the Company and the
Executive agree as follows:
1. Employment and Duties. The Company shall employ the
---------------------
Executive, and the Executive shall be employed by the Company, as President and
Chief Operating Officer, at the Company's headquarters in Denver, Colorado (or
such other location as the Executive and Company may agree) for the term of this
Agreement. In this capacity, the Executive shall perform such services,
consistent with his office, as from time to time shall be assigned to him by the
Board of Directors of the Company, devoting such time and effort to manage,
operate and direct the activities of the Company and perform all of the
functions of the offices held by him, as directed by the Board of Directors from
time-to-time; provided however that the Executive may also engage in other
activities (except activities which are in direct conflict with the business of
the Company) consistent with his prior practices while employed by the Company,
so long as such activities do not adversely affect the performance by the
Executive of his duties and responsibilities hereunder.
2. Term. The term of the Executive's employment hereunder
----
shall begin on October 1, 1997 and shall continue through September 30, 2002
(the "Initial Term"); provided, however, that the term of employment shall be
automatically extended beyond the Initial Term for successive two-year periods
(each, an "Additional Term") unless the Company or the Executive shall give
written notice to the other party hereto of its or his intent to terminate this
Agreement at the end of the then current Term, such notice to be given at least
six months prior to the expiration of the Initial Term or any extension thereof
(the Initial Term and any and all Additional Terms are hereinafter collectively
referred to as the "Employment Term").
3. Compensation and Benefits.
-------------------------
(a) Base Salary. During each calendar year of
-----------
the Employment Term, the Company shall pay the Executive a base salary at a rate
of not less than $500,000 per year
{PAGE}
(the "Base Salary"), payable in substantially equal semi-monthly installments.
Not less frequently than annually, Executive will be eligible for periodic
increases in Base Salary under the Company's normal policies and procedures for
executive salary increases which currently provide for annual reviews of
executive salaries. Executive's Base Salary for any year may not be reduced
below the Executive's Base Salary for the prior year without the consent of both
Executive and the Company; provided, however, that in the event that the base
salaries of all Senior Executive Officers of the Company (as hereinafter
defined) are reduced below their base salaries for the current or prior year,
the Executive's Base Salary shall be proportionately reduced without his
consent. For purposes of this Agreement, the "Senior Executive Officers" of the
Company shall be the ten officers of the Company having the highest annual base
salaries.
(b) Annual Incentive Compensation. For calendar year
-----------------------------
1997 and the remainder of the Employment Term, Executive will participate in the
Company's Executive Officer Performance Based Compensation Plan as it may be
amended, and any successor or supplementary incentive compensation plans
established by the Company (the "Performance Plans") and shall be entitled to
incentive payments as provided thereunder and as otherwise provided by the
Company. The payments the Executive is entitled to receive under the Performance
Plans and this Section 3(b) shall be referred to herein as the "Annual Incentive
Compensation" for the year to which they are attributable, regardless of the
year in which they are paid.
(c) Long-Term Incentive Compensation. The Executive
--------------------------------
shall participate in the Company's Employee Equity Incentive Plan, as it may be
amended, and any successor or supplementary compensation and incentive plans or
programs established by the Company (the "Equity Plans").
(d) Retirement Benefit. The Company shall pay the
------------------
Executive a retirement benefit ("Retirement Benefit") as hereinafter defined in
consideration of the Executive's past, present and future services to the
Company. Except as otherwise expressly provided in Section 4, the Retirement
Benefit shall be paid in monthly installments commencing on the first day of the
month following the last day of the Employment Term (the "Commencement Date")
and shall continue for the duration of Executive's lifetime. The monthly
installments shall be based upon an annual amount determined as follows: the
Retirement Benefit for each year shall be equal to seventy percent (70%) of the
Executive's highest Base Salary during the final three (3) years of the
345691
|
MDC Holdings
As referenced in this Employment Agreement:
M.D.C. Holdings, Inc – SEQUENCE}4
{FILENAME}exh99_2.txt
{DESCRIPTION}DDM
{TEXT}
Exhibit 99.2
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of October 1, 1997, and restated as of
February 26, 2003, by and between M.D.C. Holdings, Inc . (the "Company"), and
David D. Mandarich (the "Executive").
WHEREAS, the Executive has served the Company in
various capacities for over twenty years;
WHEREAS, the Company desires to assure itself
_____________
M.D.C.
Holdings, Inc – Option Purchase Program.
----------------------------------------
To the extent permitted by law, from time to time, Executive may borrow, and the
Company shall lend to Executive on the terms provided pursuant to the M.D.C.
Holdings, Inc . Executive Option Purchase Program, up to an aggregate of
$1,000,000 for the purpose of (i) exercising options to purchase the Company's
stock, and (ii) payment of
_____________
M.D.C. Holdings, Inc – to the parties at the following
addresses or at such other address as a party may specify by notice to the
other.
To the Executive:
----------------
David D. Mandarich
c/o M.D.C. Holdings, Inc .
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
- 8 -
{PAGE}
To the Company:
--------------
M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
Attention:
_____________
M.D.C. Holdings, Inc – to the
other.
To the Executive:
----------------
David D. Mandarich
c/o M.D.C. Holdings, Inc.
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
- 8 -
{PAGE}
To the Company:
--------------
M.D.C. Holdings, Inc .
3600 South Yosemite Street, Suite 900
Denver, Colorado 80237
Attention: Michael Touff, General Counsel
(c) Entire Agreement; Construction; Amendment.
-----------------------------------------
This Agreement shall supersede any and all existing agreements between
_____________
M.D.C. HOLDINGS, INC – circumstances.
- 9 -
{PAGE}
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, including Appendix A hereto, as evidence of their adoption as of the
dates set forth above.
M.D.C. HOLDINGS, INC .
By: /s/ Paris G. Reece III
----------------------------
Name: Paris G. Reece III
Title: Executive Vice President
EXECUTIVE
/s/ David D. Mandarich
--------------------------------
Name: David D. Mandarich
- 10 -
{PAGE}
APPENDIX A
This
_____________
dt 1372832
;
| David D. Mandarich
|
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (95K)
Doc #427612: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of January 1,
2003 (the "Effective Date"), by and between Technical Olympic USA, Inc., a
Delaware corporation (the "Employer"), and Ioannis (Yannis) Delikanakis (the
"Employee").
WHEREAS, the Employee currently serves as a member of the Employer's
Board of Directors and also provides additional and substantial services for the
Employer beyond the scope of his Board membership, which additional services are
presently provided by Employee to Employer without compensation;
WHEREAS, the Employer seeks to expand the range of services to be
provided by Employee to Employer and to compensate Employee for the provision of
these services through an incentive compensation package;
WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship of the Employee with the
Employer;
NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:
1. DEFINITIONS. For the purposes of this Agreement, terms have
the meanings defined herein or on Exhibit A attached hereto unless the context
otherwise requires.
2. EMPLOYMENT, TERM AND DUTIES.
2.1 EMPLOYMENT TERM. The Employer hereby employs the
Employee, and the Employee hereby accepts employment by the Employer,
upon the terms and conditions set forth herein for an initial period to
begin on the Effective Date and end on the fifth (5) anniversary
thereof, unless terminated earlier in accordance with the provisions of
Section 4.
2.2 DUTIES. The Employee will serve as Executive Vice
President of the Employer during the Employment Period and will have
such duties and responsibilities as are reasonably consistent with such
position as described on Exhibit B attached hereto and shall perform
such special assignments as may be assigned or delegated to the
Employee from time to time by the Chief Executive Officer or the Board
of Directors of the Employer. In the performance of his duties
hereunder, the Employee shall report solely to the Chief Executive
Officer of the Employer. The Employee shall perform work as assigned by
the Chief Executive Officer, and shall work with the senior management
of the Employer in the advancement of the best interests of the
Employer.
It is acknowledged that the Employee is a member of the Board of
Directors and that his activities as a director shall not materially
interfere with his duties and responsibilities under this Agreement. If
the Employee is appointed or elected an officer or director of any
subsidiary of the Employer, the Employee will fulfill his duties as
such officer or director without additional compensation due from the
Employer or such subsidiary; however, any such appointment or election
may not be made without the Employee's
{PAGE}
prior consent. Upon termination of his employment with the Employer,
the Employee hereby automatically resigns as of such date as an officer
of the Employer and as an officer and director of each subsidiary of
the Employer of which he is an officer or director, if any.
2.3 LOCATION. Employee's place of employment hereunder
shall be in the greater Athens, Greece metropolitan area, unless the
Employee consents otherwise in writing; provided, however, that the
Employee shall travel as reasonably necessary to perform his
obligations and duties to the Employer.
3. COMPENSATION AND BENEFITS.
3.1 BASE SALARY. The Employee shall receive a base salary
at the annual rate of $75,000, payable in installments consistent with
the Employer's normal payroll schedule, and subject to applicable
withholding and other taxes.
3.2 STOCK OPTIONS, BONUSES AND BENEFITS. The stock
options granted to the Employee with respect to 900,000 shares of
Employer stock, attached hereto as Exhibit C (the "Options"), in
addition to the base salary, shall constitute the only consideration to
be paid to the Employee for all services to be rendered by the Employee
under this Agreement. The Employee shall not receive any bonuses or any
other compensation, except the Options, for services rendered under
this Agreement, unless approved by the Board of Directors.
The Employee has agreed to waive the right to participate in any
employee benefit plan of the Employer (to the extent possible without
causing any plan that is intended to qualify under any provision of the
Internal Revenue Code to fail to qualify or to become disqualified).
The Employee hereby acknowledges that his waiver is knowing and
voluntary, and is an integral part of the compensation package
negotiated by the Employee with the Employer and contained in this
Agreement.
3.3 BUSINESS EXPENSES. In accordance with the rules and
policies that the Employer may establish from time to time for its
executives, the Employer shall reimburse the Employee for business
expenses reasonably incurred by him in the performance of his duties
hereunder. Requests for reimbursement must be accompanied by
appropriate documentation.
3.4 VACATION. The Employee shall be entitled to four (4)
weeks vacation per calendar year (prorated for less than a full year).
Unused vacation in excess of an aggregate of two (2) weeks for all
prior years shall not be accumulated or carried over from year to year,
and the Employee shall not be entitled to compensation for unused
vacation time except as provided in Section 4.
3.5 OFFICE AND SUPPORT STAFF. During the Employment
Period, the Employee shall be entitled to an office or offices of a
size and with furnishings and other appointments, and to secretarial
and other assistance, as provided at any time with respect to other
comparable executives of the Employer and its subsidiaries and/or as
-2-
{PAGE}
reasonably necessary to perform the Employee's duties and obligations
as set forth herein.
4. TERMINATION.
4.1 DEATH. This Agreement will terminate automatically
upon the death of the Employee.
4.2 TERMINATION NOTICE. Any other termination of the
Employee's employment shall be by written notice to the other party,
indicating the specific reason therefor and the date of the Employee's
termination of employment; provided, however, that such date may not be
earlier than thirty (30) days from the date of notice, unless waived by
the parties, or such termination is due to Cause, Good Reason or a
Change of Control, as defined in the Option agreements.
4.3 TERMINATION PAY. Upon termination of the Employee's
employment, the Employer will be obligated to pay the Employee or the
Employee's estate, as the case may be, only the Accrued Obligations,
payable via wire transfer to an account designated by the Employee or
the Employee's legal representative in a lump sum in cash within thirty
(30) Business Days of the date of termination. The Options shall be
governed separately by the terms of their grant agreements as attached
hereto as Exhibit C.
4.4 NO MITIGATION; NO OFFSET. In the event of any
427612
|
MDC Holdings
As referenced in this Employment Agreement:
M.D.C. Holdings, INC – Group shall consist of the following companies:
Beazer Homes USA, Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC .
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific Corp.
Toll Brothers, INC.
The Company shall engage Compustat (or other similar firm) to annually
rank the above peer
_____________
dt 1372850
;
Beazer Homes USA
As referenced in this Employment Agreement:
Beazer Homes USA, Inc – and 6,
the Vested Percentage earned shall be determined by linear
interpolation between the two applicable vesting standards.
IV. Peer Group
The Peer Group shall consist of the following companies:
Beazer Homes USA, Inc .
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The
_____________
dt 1503293
;
D.R. Horton
As referenced in this Employment Agreement:
D.R. Horton – shall be determined by linear
interpolation between the two applicable vesting standards.
IV. Peer Group
The Peer Group shall consist of the following companies:
Beazer Homes USA, Inc.
Centex Corporation
D.R. Horton , INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific
_____________
dt 1324081
;
|
Hovnanian
As referenced in this Employment Agreement:
Hovnanian Enterprises, Inc – linear
interpolation between the two applicable vesting standards.
IV. Peer Group
The Peer Group shall consist of the following companies:
Beazer Homes USA, Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc .
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific Corp.
Toll Brothers, INC.
_____________
dt 1491100
;
Ryland Group
As referenced in this Employment Agreement:
Ryland Group, INC – Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC .
Standard Pacific Corp.
Toll Brothers, INC.
The Company shall engage Compustat (or other similar firm) to annually
rank the above peer companies for purposes of determining the
Company's
_____________
dt 1380934
;
More... |
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Full Doc
| 2002 |
Employment Agreement
Employment Agreement (116K)
Doc #427658: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made this 12th day of July 2002,
by and between Technical Olympic USA, Inc., a Delaware corporation (the
"Employer") and Tommy L. McAden (the "Employee").
WHEREAS, the parties desire to enter into this Agreement setting forth the terms
and conditions of the employment relationship of the Employee with the Employer;
NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:
1. DEFINITIONS. For the purposes of this Agreement, terms have the meanings
defined herein or on Exhibit A attached hereto unless the context otherwise
requires.
2. EMPLOYMENT, TERM AND DUTIES.
2.1 EMPLOYMENT TERM. The Employer hereby employs the Employee, and the Employee
hereby accepts employment by the Employer, upon the terms and conditions set
forth herein for an initial period to begin on the Effective Date and end on the
third (3rd) anniversary thereof, unless terminated earlier in accordance with
the provisions of Section 4; provided, that the Employment Period automatically
shall be extended for an additional one (1) year at the end of the initial three
(3) year period and then again after each successive year thereafter unless
either the Employee or the Employer delivers written notice to the other of the
non-extension of the Employment Period at least six (6) months prior to the end
of the initial Employment Period or successive term, as then applicable.
2.2 DUTIES. The Employee will serve as Chief Financial Officer and Vice
President-Finance and Administration of the Employer during the Employment
Period and will have such other duties and responsibilities as are reasonably
consistent with such position as may be assigned or delegated to the Employee
from time to time by the Board of Directors, the Chief Executive Officer of the
Employer, or a senior executive of the Employer identified by the Chief
Executive Officer to the Employee. The Employee will devote his full business
time, attention, skill, and energy exclusively to the business of the Employer,
will use his best efforts to promote the success of the Employer's business, and
will cooperate fully with the senior management of the Employer and the Board of
Directors in the advancement of the best interests of the Employer.
Notwithstanding the above, the Employee may engage in the following activities:
(i) serve on such corporate, civic, religious, educational and/or charitable
boards or committees that have been disclosed to, and approved by, the Board of
Directors in writing, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions without receiving any kind of compensation,
and (iii) manage his personal investments, provided that such investments do not
conflict with the provisions of Section 5 hereof and do not materially interfere
with or conflict with the Employee's duties and responsibilities under this
Agreement. If the Employee is appointed or elected an officer or director of the
Employer or any Affiliate, the Employee will fulfill his duties as such officer
or director without additional compensation; provided that such appointment may
not be made without the Employee's prior consent. Upon termination of his
employment with the Employer, the Employee hereby automatically resigns as of
such date as an
{PAGE}
officer and director of the Employer and each Affiliate of which he is an
officer or director, if any.
2.3 LOCATION. Employee's place of employment hereunder shall be at the
Employer's offices in the greater Ft. Lauderdale, Florida metropolitan area,
unless the Employee consents otherwise in writing; provided, however, that the
Employee shall travel as reasonably necessary to perform his obligations and
duties to the Employer.
3. COMPENSATION AND BENEFITS. The compensation and benefits payable and provided
to the Employee under this Agreement shall constitute the full consideration to
be paid to the Employee for all services to be rendered by the Employee for the
Employer and its Affiliates in all capacities.
3.1 BASE SALARY. The Employee will be paid an initial annual base salary of
$380,000 commencing on January 1, 2002 (with annual increases, the "Base
Salary") (prorated for any partial calendar year) which will be payable in equal
periodic installments according to the Employer's customary payroll practices
for its executives.
Thereafter, Base Salary shall be reviewed no more than twelve (12) months after
the last salary increase awarded to the Employee prior to the Effective Date and
thereafter at least annually and may be increased (but not decreased) at any
time and from time to time; provided, however, that in no event shall such
increases on an annual basis be less than the higher of (i) that percentage by
which the Consumer Price Index for the Ft. Lauderdale, Florida area published by
the United States government (the "Index") as of December 31 of the immediately
preceding calendar year (the "Base Year") exceeds the Index as of the December
31 of the calendar year immediately preceding the Base Year, or (ii) ten percent
(10%).
3.2 BENEFITS. The Employee (and the Employee's spouse and dependents, where
applicable) shall be permitted to participate in such 401(k) plan (or similar
qualified plan) and any welfare benefit plan, program or fringe benefit made
available to, and on the terms at least as favorable to, other similarly
situated employees of the Employer or its subsidiaries, that may be in effect
from time to time, subject to the Employee meeting the eligibility requirements
under the terms of each of those plans (collectively, the "Benefits"). Nothing
herein shall prevent the Employer from modifying or terminating at any time any
employee benefit plan in the Employer's sole discretion, so long as such
modification or termination equally affects all of the Employer's similarly
situated employees.
3.3 ANNUAL BONUS. The Employee shall receive a cash bonus opportunity during the
Employment Period ("Bonus") substantially equivalent to the opportunity set
forth in Exhibit B attached hereto, as the same may be amended from time to time
by the parties.
3.4 BUSINESS EXPENSES. In accordance with the rules and policies that the
Employer may establish from time to time for its executives, the Employer shall
reimburse the Employee for business expenses reasonably incurred by him in the
427658
|
MDC Holdings
As referenced in this Employment Agreement:
M.D.C. Holdings, INC – Group shall consist of the following companies:
Beazer Homes USA, Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC .
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific Corp.
Toll Brothers, INC.
The Company shall engage Compustat (or other similar firm) to annually
rank the above peer
_____________
dt 1372851
;
Beazer Homes USA
As referenced in this Employment Agreement:
Beazer Homes USA, Inc – and 6, the
Vested Percentage earned shall be determined by linear interpolation
between the two applicable vesting standards.
IV. Peer Group
The Peer Group shall consist of the following companies:
Beazer Homes USA, Inc .
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The
_____________
dt 1503294
;
D.R. Horton
As referenced in this Employment Agreement:
D.R. Horton – shall be determined by linear interpolation
between the two applicable vesting standards.
IV. Peer Group
The Peer Group shall consist of the following companies:
Beazer Homes USA, Inc.
Centex Corporation
D.R. Horton , INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific
_____________
dt 1324082
;
|
Hovnanian
As referenced in this Employment Agreement:
Hovnanian Enterprises, Inc – linear interpolation
between the two applicable vesting standards.
IV. Peer Group
The Peer Group shall consist of the following companies:
Beazer Homes USA, Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc .
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC.
Standard Pacific Corp.
Toll Brothers, INC.
_____________
dt 1491101
;
Ryland Group
As referenced in this Employment Agreement:
Ryland Group, INC – Inc.
Centex Corporation
D.R. Horton, INC.
Hovnanian Enterprises, Inc.
KB Home (Formerly Kaufman and Broad Home Corporation)
Lennar Corporation
M.D.C. Holdings, INC.
NVR, Inc.
Pulte Corporation
The Ryland Group, INC .
Standard Pacific Corp.
Toll Brothers, INC.
The Company shall engage Compustat (or other similar firm) to annually
rank the above peer companies for purposes of determining the Company's
_____________
dt 1380935
;
More... |
Preview
Full Doc
| 2007 |
Exchange Contract
Exchange Contract (31K)
Doc #2994087: Click preview link for longer preview.
EXCHANGE CONTRACT
Straightforward
THIS EXCHANGE CONTRACT is made and entered into this 29th day of June, 2007 by and between, M.D.C. Holdings, Inc., a Delaware corporation, having an address of 4350 South Monaco Street, Denver, CO 80237, U.S.A. (hereinafter referred to as �Exchangor�) and Time Value Property Exchange, Inc., a Massachusetts corporation, having principal offices at Nine Damonmill Square, Suite 1A, Concord, MA 01742 (hereinafter referred to as �TVPX� or �Qualified Intermediary�) with reference to the following facts:
WITNESSETH:
WHEREAS, Exchangor is the owner of one (1) . . .
2994087
|
MDC Holdings
As referenced in this Exchange Contract:
M.D.C. Holdings, Inc – 4 dex103.htm SECTION 1031 EXCHANGE AGREEMENT
Exhibit 10.3
EXCHANGE CONTRACT
Straightforward
THIS EXCHANGE CONTRACT is made and entered into this 29th day of June, 2007 by and between, M.D.C. Holdings, Inc ., a Delaware corporation, having an address of 4350 South Monaco Street, Denver, CO 80237, U.S.A. (hereinafter referred to as ?Exchangor?) and Time Value Property Exchange, Inc., a
_____________
M.D.C. HOLDINGS, INC – Exchange Contract effective as of the date first above written.
QUALIFIED INTERMEDIARY:
TIME VALUE PROPERTY EXCHANGE, INC.,
a Massachusetts corporation
By:
/s/ Tobias Kleitman
Name:
Tobias Kleitman
Its:
President
EXCHANGOR:
M.D.C. HOLDINGS, INC .,
a Delaware corporation
By:
/s/ Michael Touff
Name:
Michael Touff
Its:
Senior Vice President and General Counsel
-13-
EXHIBIT A, EXHIBIT B AND EXHIBIT C - OMITTED
-2-
_____________
dt 1818339
| |
Preview
Full Doc
| 2001 |
Executive Option Purchase Program [2000]
Executive Option Purchase Program [2000] (28K)
Doc #345738: Click preview link for longer preview.
M.D.C. HOLDINGS, INC.
2000 EXECUTIVE OPTION PURCHASE PROGRAM
1. Purpose. The purpose of the 2000 Executive Option Purchase Program (the "2000
Program") is to obtain for M.D.C. Holdings, Inc. ("MDC") the benefits inherent
in the ownership of its securities by selected executives who are important to
the success and growth of the business of MDC and to assist MDC in retaining the
services of such executives.
2. Administration. The 2000 Program is to be administered by the Compensation
Committee of the Board of Directors of MDC (the "Committee"). The Committee is
to have authority, not inconsistent with the 2000 Program, to (a) determine the
executives of MDC eligible to participate in the 2000 Program ("Loan
Participants"); (b) prescribe the loan documents and any other instruments
required under the 2000 Program; (c) interpret the provisions of the 2000
Program; (d) adopt, amend and rescind rules and regulations for the
administration of the 2000 Program and for its own acts and proceedings; and (e)
decide all questions and settle all controversies and disputes that may arise in
connection with the 2000 Program. All decisions, determinations and
interpretations of the Committee shall be binding on all parties concerned.
3. Initial Loan Participants. The initial Loan Participants shall be: Larry A.
Mizel, David D. Mandarich, Paris G. Reece III and Michael Touff.
4. Use of Loans. Loans made pursuant to the 2000 Program shall be used by the
Loan Participants solely to finance a portion of the purchase price of shares of
MDC common stock from MDC through the exercise of stock options and applicable
taxes resulting from such option exercise. All such purchases of common stock of
MDC shall be subject to the terms of the plans or agreements under which the
options were granted and any applicable requirements of federal and state
securities laws.
5. Collateral. The Loan Participant shall secure any loan under the 2000 Program
(the "Loan") by pledging to MDC all the shares (the "Collateral") purchased with
the proceeds of the Loan; each such pledge shall be documented by the execution
and delivery of a Pledge Agreement substantially in the form attached as Exhibit
B, with such changes from time to time, not inconsistent herewith, as the
Committee shall determine.
6. Release of Collateral. At any time on or after a Loan Participant makes a
principal payment on a Loan, the Loan Participant may require MDC to release a
pro-rata portion of the Collateral, with the number of shares to be released
determined by multiplying the total number of shares of Collateral securing the
Loan as of the date of the payment by a fraction, the numerator of which shall
be the amount of any such principal payment and the denominator of which shall
be the original principal amount of the Loan secured by the Collateral;
provided, however, that releases of Collateral shall be permitted by this
Section 6 only if the fair market value of the Collateral retained by MDC after
giving effect to a release equals or exceeds the unpaid principal amount of the
Loan after giving effect to the principal payment. For this purpose, "fair
market value" shall mean the closing price of each share of Collateral on the
New York Stock Exchange on the date of the principal payment (or, if no shares
were traded on that day, on the next preceding day on which shares were traded),
multiplied by the number of shares of Collateral retained by MDC.
7. Amount of Loan. The amount of any Loan made under the 2000 Program shall not
exceed 66-2/3% of the sum of (a) the aggregate purchase price of the shares
purchased with the proceeds of the Loan, and (b) the amount of any federal and
state income taxes calculated at the Loan Participant's marginal tax rate (but
in no event greater than 45% in the aggregate) payable by the Loan Participant
in connection with such exercise. Subject to Section 8, a Loan Participant is to
be eligible for more than one option exercise loan.
{PAGE} 2
8. Limitations. The aggregate amount of Loans that may be made to each of
Messrs. Mizel and Mandarich shall be $2,000,000 and to each of Messrs. Reece and
Touff shall be $500,000; provided, however, that any principal payments made on
any Loan shall replenish the amount that may be borrowed hereunder.
9. Promissory Note. Each Loan made hereunder shall be full recourse and shall be
evidenced by a Promissory Note substantially in the form of Exhibit A, with such
changes from time to time, not inconsistent herewith, as the Committee shall
determine. The Promissory Note shall not be subject to any rights of setoff or
other similar defenses by the Loan Participant.
10. Interest. Each Loan made hereunder shall bear simple interest at a variable
rate per annum, adjusted as of the first day of each calendar month during the
term of the Loan, equal to MDC's marginal borrowing cost pursuant to the Amended
and Restated Credit Agreement between MDC and the banks named therein dated as
of October 8, 1999, or any replacement, substitute or successor credit facility.
11. Term of Loan. Each Loan under the 2000 Program shall mature (the "Maturity
Date") on the earlier of: (a) the fifth anniversary date of the Loan; (b) 90
days after the Loan Participant's employment with MDC has been terminated for
cause; or (c) one year after the Loan Participant's employment with MDC has been
terminated other than for cause.
12. Payments of Interest. Payments of accrued interest only shall be made on
April 1 of each year during the term of a Loan hereunder. No principal
amortization is required prior to the Maturity Date, except in the event of
default and except as described in the last sentence of this Section. All unpaid
principal and any accrued but unpaid interest shall be payable in full on the
Maturity Date. In addition, on each April 1, a principal payment shall be made
in the amount, if any, by which the outstanding aggregate principal amount of
Loans to a Loan Participant exceeds the limitations on loan amounts of Section 8
hereof.
13. Prepayment. Notwithstanding any other provision of the 2000 Program and
except as required by Section 12, of the 2000 Program, a Loan Participant shall
have the option to repay all or any portion of the outstanding balance of the
Loan at any time without penalty before the Loan becomes due and payable.
Subject to Section 8 hereof, any amounts so repaid shall thereafter be available
for use by the Loan Participant.
14. Employment Rights. The adoption of the 2000 Program does not confer upon any
Loan Participant any right to continued employment with MDC nor does it
interfere in any way with the right of MDC to terminate the employment of any
Loan Participant at any time with or without cause. The rights and obligations
of a Loan Participant under a Promissory Note are independent of any rights or
obligations of the Loan Participant as an employee, officer or director of MDC.
15. Transferability. The rights of a Loan Participant under the 2000 Program
shall not be transferable except to the extent the Loan Participant's
unexercised options are transferable.
16. Amendment, Modification and Termination of the 2000 Program. The Board of
Directors of MDC may at any time terminate and may at any time and from time to
time, and in any respect, amend or modify, the 2000 Program; provided, however,
that no such action of the Board of Directors of MDC shall in any manner affect
any Loan granted prior to such amendment or modification under the 2000 Program
without the prior written consent of the Loan Participant.
17. Legal Restrictions. All provisions of the 2000 Program shall be subject to
and limited by applicable laws and regulations.
18. Effective Date. The 2000 Program shall be effective as of January 24, 2000.
345738
|
MDC Holdings
As referenced in this Executive Option Purchase Program [2000]:
M.D.C. HOLDINGS, INC – {DOCUMENT}
{TYPE}EX-10.11
{SEQUENCE}2
{FILENAME}d83922ex10-11.txt
{DESCRIPTION}2000 EXECUTIVE OPTION PURCHASE PROGRAM
{TEXT}
{PAGE} 1
EXHIBIT 10.11
M.D.C. HOLDINGS, INC .
2000 EXECUTIVE OPTION PURCHASE PROGRAM
1. Purpose. The purpose of the 2000 Executive Option Purchase Program (the "2000
Program") is to obtain for M.D.C. Holdings, Inc. ("MDC")
_____________
M.D.C. Holdings, Inc – 10.11
M.D.C. HOLDINGS, INC.
2000 EXECUTIVE OPTION PURCHASE PROGRAM
1. Purpose. The purpose of the 2000 Executive Option Purchase Program (the "2000
Program") is to obtain for M.D.C. Holdings, Inc . ("MDC") the benefits inherent
in the ownership of its securities by selected executives who are important to
the success and growth of the business of MDC and to assist
_____________
M.D.C. Holdings, Inc – 18. Effective Date. The 2000 Program shall be effective as of January 24, 2000.
2
{PAGE} 3
Exhibit A to 2000 Executive Option Purchase Program
PROMISSORY NOTE
, 20
----------- --
Borrower:
----------------------------
Lender: M.D.C. Holdings, Inc ., a Delaware corporation
Amount: $
---------------
Maturity Date , 20
----------- --
For value received, Borrower promises to pay to the order of Lender at
Lender's corporate office in Denver, Colorado, the sum
_____________
M.D.C. Holdings, Inc – hereunder.
Borrower:
-----------------------------
-----------------------------
{PAGE} 4
EXHIBIT B TO 2000 EXECUTIVE OPTION PURCHASE PROGRAM
PLEDGE AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of ________,
20__, by and between M.D.C. Holdings, Inc ., a Delaware corporation ("MDC") and
_______________________ ("Pledgor").
WHEREAS, MDC has made a loan to Pledgor pursuant to MDC's 2000
Executive Option Purchase Program (the "2000 Program"); and
WHEREAS,
_____________
MDC Holdings, Inc – requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
{PAGE} 8
(A) if to MDC:
MDC Holdings, Inc .
3600 South Yosemite, Suite 900
Denver, Colorado 80237
Attention: General Counsel
(B) if to Pledgor:
------------------------------
------------------------------
------------------------------
------------------------------
7.3 Entire Agreement. Except as expressly set forth herein, this Agreement
constitutes the
_____________
dt 1372816
| |
Preview
Full Doc
| 2004 |
Distribution Agreement
Distribution Agreement (111K)
Doc #345633: Click preview link for longer preview.
$500,000,000
M.D.C. HOLDINGS, INC.
MEDIUM-TERM SENIOR NOTES
MEDIUM-TERM SUBORDINATED NOTES
DISTRIBUTION AGREEMENT
New York, New York
October 6, 2004
{Table}
{S} {C}
Citigroup Global Markets Inc. Greenwich Capital Markets, Inc.
388 Greenwich Street 600 Steamboat Road
New York, New York 10013 Greenwich, Connecticut 06830
Banc of America Securities LLC J.P. Morgan Securities Inc.
214 North Tryon Street 270 Park Avenue, 8th Floor
NC1-027-14-01 New York, New York 10017
Charlotte, North Carolina 28255
BNP Paribas McDonald Investments Inc.
787 Seventh Avenue 127 Public Square, 4th Floor
New York, New York 10019 Mail Code: OH-01-27-0406
Cleveland, Ohio 44114
Credit Suisse First Boston LLC Merrill Lynch, Pierce Fenner & Smith
11 Madison Avenue, 5th Floor Incorporated
New York, New York 10010 4 World Financial Center
New York, New York 10080
Comerica Securities SunTrust Robinson Humphrey Capital Markets
211 West Forth Street, 3rd Floor 303 Peachtree Street, NE
Mail Code: 3089 23rd Floor, MC: GA-ATL-3939
Detroit, Michigan 48226 Atlanta, Georgia 30308
Deutsche Bank Securities Inc. UBS Securities LLC
60 Wall Street, 45th Floor 677 Washington Boulevard
New York, New York 10005 Stamford, Connecticut 06901
Wachovia Capital Markets, LLC
301 South College Street
NC0606
Charlotte, North Carolina 28288
{/Table}
{PAGE}
Ladies and Gentlemen:
M.D.C. Holdings, Inc., a Delaware corporation (the "Company"),
confirms its agreement with each of you (each an "Agent" and, together with the
additional agents which may become a party hereto pursuant to Section 13, the
"Agents") with respect to the issuance and sale by the Company of up to
$500,000,000 aggregate public offering price of its Medium-Term Senior Notes Due
Nine Months or More from the Original Issue Date (the "Senior Notes") and its
Medium-Term Subordinated Notes Due Nine Months or More from the Original Issue
Date (the "Subordinated Notes" and together with the Senior Notes, the "Notes").
The Senior Notes are to be issued from time to time pursuant to an indenture
dated as of December 3, 2002, between the Company and U.S. Bank National
Association, as trustee (the "Trustee"), and a supplemental indenture dated as
of the date hereof by and among the Company, certain subsidiaries of the Company
and the Trustee (such indenture, as supplemented by such supplemental indenture
or such authorizing resolution, the "Senior Indenture"). The Subordinated Notes
are to be issued from time to time pursuant to an indenture dated as of October
6, 2004 between the Company and the Trustee, and a supplemental indenture dated
as of the date hereof by and among the Company, certain subsidiaries of the
Company and the Trustee (such indenture, as supplemented by such supplemental
indenture or an authorizing resolution, the "Subordinated Indenture" and
together with the Senior Indenture, the "Indentures"). The Company's obligations
under the Senior Indenture and the Senior Notes will be unconditionally
guaranteed (the "Guarantees"), jointly and severally, by each of the wholly
owned subsidiaries of the Company listed on the signature pages hereof (the
"Guarantors"). The Senior Notes and the Guarantees and the Subordinated Notes
are collectively referred to herein as the "Securities." The Company and the
Guarantors are collectively referred to herein as the "Issuers".
The Notes shall have the maturity dates, applicable interest rates or
interest rate formulas, issue prices, redemption and repayment provisions and
other terms set forth in the Prospectus referred to in Section 1(a) as it may be
amended or supplemented from time to time, including any supplement providing
for the interest rate, maturity and other terms of any Note (a "Pricing
Supplement"). The Notes will be issued, and the terms thereof established, from
time to time, by the Company in accordance with the applicable Indenture and the
Procedures (as defined in Section 2(f)). This Distribution Agreement (this
"Agreement") shall apply only to sales of the Notes and not to sales of any
other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Notes directly to investors on
its own behalf, and to designate and select additional agents in accordance with
Section 13, the Company hereby (i) appoints each of the Agents as the agent of
the Company for the purpose of soliciting and receiving offers to purchase Notes
from the Company and (ii) agrees that whenever the Company determines to sell
Notes directly to an Agent as principal, it will enter into a separate agreement
(each a "Purchase Agreement"). Each such Purchase Agreement, whether oral (any
such oral agreement shall be confirmed in writing, which may be by facsimile or
other electronic transmission) or in writing, shall be with respect to such
information (as applicable) as specified in Exhibit B hereto, relating to such
sale in accordance with Section 2(e).
-2-
{PAGE}
Certain capitalized terms have the meanings given to them in Section
17. Any reference herein to the "Registration Statement" or the "Prospectus"
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act
on or before the Effective Date of the Registration Statement or the issue date
of such Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement
or the Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the Registration
Statement or the issue date of any Prospectus, as the case may be, deemed to be
incorporated therein by reference. Notwithstanding the foregoing, for purposes
of this Agreement any prospectus supplement prepared or filed with respect to
any offering pursuant to the Registration Statement of securities other than the
Notes shall not be deemed to have supplemented the Prospectus.
SECTION 1. REPRESENTATIONS AND WARRANTIES
The Issuers in respect of the Senior Notes, jointly and severally,
represent and warrant, and the Company in respect of the Subordinated Notes
represents and warrants, to each Agent as of the Commencement Date (as defined
in Section 2(g)) and as of the times referred to in Section 6(a) and Section
6(b) to each Agent participating in such sale (the Commencement Date and each
such time being hereinafter sometimes referred to as a "Representation Date"),
as follows:
(a) The Company meets the requirements for use of Form S-3 under the
Act and has prepared and filed with the Securities and Exchange Commission (the
"Commission") a registration statement (file number 333-117319) on Form S-3,
including a related base prospectus, for the registration under the Act of the
offering and sale of the Securities. The Registration Statement has become
effective under the Act. The Company may have filed one or more amendments
thereto, each of which has previously been furnished to you. The Company will
next file with the Commission one of the following: (1) a final prospectus
(including a prospectus supplement) in accordance with Rules 430A and 424(b), or
345633
|
MDC Holdings
As referenced in this Distribution Agreement:
M.D.C. HOLDINGS, INC – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}d18920exv10w1.txt
{DESCRIPTION}DISTRIBUTION AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.1
EXECUTION COPY
$500,000,000
M.D.C. HOLDINGS, INC .
MEDIUM-TERM SENIOR NOTES
MEDIUM-TERM SUBORDINATED NOTES
DISTRIBUTION AGREEMENT
New York, New York
October 6, 2004
{Table}
{S} {C}
Citigroup Global Markets Inc. Greenwich Capital Markets, Inc.
388
_____________
M.D.C. Holdings, Inc – Floor 677 Washington Boulevard
New York, New York 10005 Stamford, Connecticut 06901
Wachovia Capital Markets, LLC
301 South College Street
NC0606
Charlotte, North Carolina 28288
{/Table}
{PAGE}
Ladies and Gentlemen:
M.D.C. Holdings, Inc ., a Delaware corporation (the "Company"),
confirms its agreement with each of you (each an "Agent" and, together with the
additional agents which may become a party hereto pursuant to
_____________
M.D.C.
Holdings, Inc – College Street
NC0606
Charlotte, North Carolina 28288
Attention: John Cannon
Tel: (704) 383-4747
Fax: (704) 383-8494
{/Table}
Notices to the Company shall be directed to it as follows: M.D.C.
Holdings, Inc ., 3600 South Yosemite, Suite 900, Denver, Colorado 80237,
Attention: General Counsel, Telecopy: (303) 804-7980.
SECTION 12. BINDING EFFECT; BENEFITS
This Agreement shall be binding upon each Agent, the
_____________
M.D.C. HOLDINGS, INC – and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the Agents.
Very truly yours,
M.D.C. HOLDINGS, INC .
By: /s/ Paris G. Reece III
-----------------------------------
Name: Paris G. Reece III
Title: Executive Vice President
and Chief Financial Officer
DISTRIBUTION AGREEMENT
{PAGE}
GUARANTORS:
RICHMOND AMERICAN HOMES OF CALIFORNIA, INC.
_____________
dt 1372817
;
BofA Securities
As referenced in this Distribution Agreement:
Banc of America Securities LLC – C}
Citigroup Global Markets Inc. Greenwich Capital Markets, Inc.
388 Greenwich Street 600 Steamboat Road
New York, New York 10013 Greenwich, Connecticut 06830
Banc of America Securities LLC J.P. Morgan Securities Inc.
214 North Tryon Street 270 Park Avenue, 8th Floor
NC1-027-14-01 New York, New York
_____________
Banc of America Securities LLC – 06830
Attention: Richard Moriarty Attention: Steve Fitzpatrick
Tel: (212) 816-7545 Tel: (203) 618-2475
Fax: (212) 816-7917 Fax: (203) 422-4764
Banc of America Securities LLC J.P. Morgan Securities Inc.
214 North Tryon Street 270 Park Avenue, 9th Floor
NC1-027-14-01 New York, New York
_____________
BANC OF AMERICA SECURITIES LLC – AND ACCEPTED,
as of the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Michael S. Weiss
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
BANC OF AMERICA SECURITIES LLC
By: /s/ Authorized Signatory
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
BNP PARIBAS
By: /s/ Paul Lange
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
COMERICA SECURITIES
_____________
dt 713045
;
Citigroup Global
As referenced in this Distribution Agreement:
Citigroup Global Markets Inc – C. HOLDINGS, INC.
MEDIUM-TERM SENIOR NOTES
MEDIUM-TERM SUBORDINATED NOTES
DISTRIBUTION AGREEMENT
New York, New York
October 6, 2004
{Table}
{S} {C}
Citigroup Global Markets Inc . Greenwich Capital Markets, Inc.
388 Greenwich Street 600 Steamboat Road
New York, New York 10013 Greenwich, Connecticut 06830
Banc of America Securities
_____________
Citigroup Global Markets Inc – mailed or transmitted by any standard form of telecommunication.
Notices to the Agents shall be directed to them as follows:
{Table}
{S} {C}
Citigroup Global Markets Inc . Greenwich Capital Markets, Inc.
388 Greenwich Street 600 Steamboat Road
New York, New York 10013 Greenwich, Connecticut 06830
Attention: Richard Moriarty Attention:
_____________
CITIGROUP GLOBAL MARKETS INC – Reece III
Title: Authorized officer or
representative of each Guarantor
Distribution Agreement
{PAGE}
CONFIRMED AND ACCEPTED,
as of the date first above written:
CITIGROUP GLOBAL MARKETS INC .
By: /s/ Michael S. Weiss
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
BANC OF AMERICA SECURITIES LLC
By: /s/ Authorized Signatory
-------------------------------
Authorized Signatory
DISTRIBUTION
_____________
dt 715274
;
|
CSFB LLC
As referenced in this Distribution Agreement:
Credit Suisse First Boston LLC – North Carolina 28255
BNP Paribas McDonald Investments Inc.
787 Seventh Avenue 127 Public Square, 4th Floor
New York, New York 10019 Mail Code: OH-01-27-0406
Cleveland, Ohio 44114
Credit Suisse First Boston LLC Merrill Lynch, Pierce Fenner & Smith
11 Madison Avenue, 5th Floor Incorporated
New York, New York 10010 4 World Financial Center
New York, New York 10080
Comerica Securities SunTrust Robinson
_____________
Credit Suisse First Boston LLC – Paul Lange Cleveland, Ohio 44114
{/Table}
-27-
{PAGE}
{Table}
{S} {C}
Tel: (212) 841-3254 Attention: Joe Chinnici
Fax: (772) 264-2604 Tel: (216) 689-0281
Fax: (216) 689-4233
Credit Suisse First Boston LLC Merrill Lynch, Pierce, Fenner & Smith
11 Madison Avenue, 5th Floor Incorporated
New York, New York 10010 4 World Financial Center
Attention: Short and Medium-Term Products Group New York,
_____________
CREDIT SUISSE FIRST BOSTON LLC – s/ Authorized Signatory
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
BNP PARIBAS
By: /s/ Paul Lange
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
COMERICA SECURITIES
By: /s/ Authorized Signatory
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Jeff Barcy
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
DEUTSCHE BANK SECURITIES INC.
By: /s/ Scott Flieger
-------------------------------
Authorized Signatory
By: /s/ Matthew S. Siracuse
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
_____________
dt 726747
;
Deutsche Bank
As referenced in this Distribution Agreement:
Deutsche Bank Securities Inc – Forth Street, 3rd Floor 303 Peachtree Street, NE
Mail Code: 3089 23rd Floor, MC: GA-ATL-3939
Detroit, Michigan 48226 Atlanta, Georgia 30308
Deutsche Bank Securities Inc . UBS Securities LLC
60 Wall Street, 45th Floor 677 Washington Boulevard
New York, New York 10005 Stamford, Connecticut 06901
Wachovia Capital Markets,
_____________
Deutsche Bank Securities Inc – 30308
Attention: Tony Caudle Attention: Betsy Brown
Tel: (313) 222-3748 Tel: (404) 532-0771
Fax: (313) 964-5068 Fax: (404) 588-7005
Deutsche Bank Securities Inc . UBS Securities LLC
60 Wall Street, 45th Floor 677 Washington Boulevard
New York, New York 10005 Stamford, Connecticut 06901
Attention: Rich Thaler
_____________
DEUTSCHE BANK SECURITIES INC – By: /s/ Authorized Signatory
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Jeff Barcy
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
DEUTSCHE BANK SECURITIES INC .
By: /s/ Scott Flieger
-------------------------------
Authorized Signatory
By: /s/ Matthew S. Siracuse
-------------------------------
Authorized Signatory
DISTRIBUTION AGREEMENT
{PAGE}
GREENWICH CAPITAL MARKETS, INC.
By: /s/
_____________
dt 714155
;
More... |
Preview
Full Doc
| 2002 |
Guaranty
Guaranty (38K)
Doc #345717: Click preview link for longer preview.
GUARANTY
TO: BANK ONE, NA, a national banking association, as Administrative Agent
for the Banks that are parties to the Second Amended and Restated
Credit Agreement dated as of July 30, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among
M.D.C. HOLDINGS, INC., a Delaware corporation, Banks, and
Administrative Agent, and to the Banks. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Credit
. . .
345717
|
MDC Holdings
As referenced in this Guaranty:
M.D.C. HOLDINGS, INC – are parties to the Second Amended and Restated
Credit Agreement dated as of July 30, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among
M.D.C. HOLDINGS, INC ., a Delaware corporation, Banks, and
Administrative Agent, and to the Banks. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Credit
Agreement.
FOR VALUABLE
_____________
M.D.C. Holdings, Inc – Date]
Bank One, NA, as Administrative Agent
for the Banks
Ladies and Gentlemen:
Reference is hereby made to (i) that certain Credit Agreement
dated as of July 30, 2002, among M.D.C. Holdings, Inc ., the banks from time to
time parties thereto (the "Banks"), and Bank One, NA, as Administrative Agent
(the "Administrative Agent") for the Banks (as amended, restated, supplemented
or otherwise
_____________
dt 1372842
;
|
Bank One
As referenced in this Guaranty:
BANK ONE, NA – {DOCUMENT}
{TYPE}EX-4
{SEQUENCE}4
{FILENAME}exhibit4_2.txt
{DESCRIPTION}FORM OF GUARANTY AGREEMENT
{TEXT}
Exhibit 4.2
EXHIBIT "A"
GUARANTY
TO: BANK ONE, NA , a national banking association, as Administrative Agent
for the Banks that are parties to the Second Amended and Restated
Credit Agreement dated as of July 30, 2002 (as amended,
_____________
Bank One, NA – LP
By: RICHMOND AMERICAN HOMES OF
TEXAS, INC., its general partner
By:
--------------------------------
Name: John J. Heaney
Title: Vice President
11
{PAGE}
EXHIBIT A TO GUARANTY
FORM OF SUPPLEMENTAL GUARANTY
[Date]
Bank One, NA , as Administrative Agent
for the Banks
Ladies and Gentlemen:
Reference is hereby made to (i) that certain Credit Agreement
dated as of July 30, 2002, among M.D.C.
_____________
Bank One, NA – made to (i) that certain Credit Agreement
dated as of July 30, 2002, among M.D.C. Holdings, Inc., the banks from time to
time parties thereto (the "Banks"), and Bank One, NA , as Administrative Agent
(the "Administrative Agent") for the Banks (as amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement") and (ii) that
certain Guaranty, dated
_____________
dt 726970
|
Preview
Full Doc
| 2004 |
Indenture
Indenture (145K)
Doc #345634: Click preview link for longer preview.
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}
Page
----
{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-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C}
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}
Page
----
{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
345634
|
MDC Holdings
As referenced in this Indenture:
M.D.C. HOLDINGS, INC – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}4
{FILENAME}d18920exv10w2.txt
{DESCRIPTION}SUBORDINATED INDENTURE
{TEXT}
{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}
_____________
M.D.C. HOLDINGS,
INC – 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
_____________
M.D.C. Holdings, Inc – 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
_____________
M.D.C. HOLDINGS, INC – 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
_____________
M.D.C. HOLDINGS, INC – 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.
_____________
dt 1372818
;
|
U.S. Bank, NA
As referenced in this Indenture:
U.S. Bank National Association, – 4
{FILENAME}d18920exv10w2.txt
{DESCRIPTION}SUBORDINATED INDENTURE
{TEXT}
{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.
_____________
U.S. Bank National Association
– 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
_____________
U.S. Bank National Association
– 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
_____________
U.S. BANK NATIONAL ASSOCIATION, – 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
_____________
U.S. Bank National Association, – 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]
_____________
dt 752519
|
Preview
Full Doc
| 2004 |
Indenture
Indenture (112K)
Doc #345638: Click preview link for longer preview.
M.D.C. HOLDINGS, INC.
Senior Debt Securities
INDENTURE
Dated as of December 3, 2002
U.S. Bank National Association, Trustee
CROSS-REFERENCE TABLE
TIA Section
Indenture Section
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. . . .
345638
|
MDC Holdings
As referenced in this Indenture:
M.D.C. HOLDINGS, INC –
exv4w2
EX-4.2 2 d16712a2exv4w2.htm IDENTURE
EXHIBIT 4.2
M.D.C. HOLDINGS, INC .
Senior Debt Securities
INDENTURE
Dated as of December 3, 2002
U.S. Bank National Association, Trustee
CROSS-REFERENCE TABLE
TIA Section
Indenture Section
310(a)(1)
7.10
(a)(
_____________
M.D.C. HOLDINGS, INC – 10.11.
Successors and Assigns
40
-iii-
Page
SECTION 10.12.
Duplicate Originals
40
SECTION 10.13.
Severability
40
-iv-
INDENTURE dated as of December 3, 2002, 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
_____________
M.D.C. Holdings, Inc – 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:
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
_____________
M.D.C. HOLDINGS, INC – Signature Page Follows]
-40-
SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed, all as of the date first above written.
Dated: December 3, 2002
M.D.C. HOLDINGS, INC .
By:
/s/ Michael Touff
Name:
Michael Touff
Title:
Senior Vice President
S-1
Dated: December 3, 2002
U.S. Bank National Association,
as Trustee
By:
/s/ Richard H. Prokosch
_____________
M.D.C. HOLDINGS, INC – U.S. Bank National Association,
as Trustee
By:
/s/ Richard H. Prokosch
Name:
Richard H. Prokosch
Title:
Vice President
(SEAL)
S-2
Exhibit A
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.
_____________
dt 1372820
;
|
U.S. Bank, NA
As referenced in this Indenture:
U.S. Bank National Association, –
exv4w2
EX-4.2 2 d16712a2exv4w2.htm IDENTURE
EXHIBIT 4.2
M.D.C. HOLDINGS, INC.
Senior Debt Securities
INDENTURE
Dated as of December 3, 2002
U.S. Bank National Association, Trustee
CROSS-REFERENCE TABLE
TIA Section
Indenture Section
310(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.A.
(a)(4)
N.A.
(b)
7.08; 7.
_____________
U.S. Bank National Association, – Duplicate Originals
40
SECTION 10.13.
Severability
40
-iv-
INDENTURE dated as of December 3, 2002, 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 Companys debt securities
_____________
U.S. Bank National Association – to time, including pursuant to any Authorizing Resolution or supplemental indenture pertaining to any Series.
1998 Indenture means the indenture dated as of January 28, 1998 between the Company and U.S. Bank National Association as trustee, as amended or supplemented from time to time.
Issue Date means, with respect to any Series of Securities, the date on which the Securities of such Series are
_____________
U.S. Bank National Association
– 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
-37-
The Company or the Trustee by notice to the
_____________
U.S. Bank National Association, – date first above written.
Dated: December 3, 2002
M.D.C. HOLDINGS, INC.
By:
/s/ Michael Touff
Name:
Michael Touff
Title:
Senior Vice President
S-1
Dated: December 3, 2002
U.S. Bank National Association,
as Trustee
By:
/s/ Richard H. Prokosch
Name:
Richard H. Prokosch
Title:
Vice President
(SEAL)
S-2
Exhibit A
No.
CUSIP No.:
[Title of Security]
M.D.C. HOLDINGS,
_____________
dt 752526
|
Preview
Full Doc
| 2002 |
Indenture
Indenture (132K)
Doc #345706: Click preview link for longer preview.
M.D.C. HOLDINGS, INC.
SENIOR DEBT SECURITIES
----------
INDENTURE
DATED AS OF DECEMBER 3, 2002
----------
U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
================================================================================
CROSS-REFERENCE TABLE
TIA Section . . .
345706
|
MDC Holdings
As referenced in this Indenture:
M.D.C. HOLDINGS, INC – {DOCUMENT}
{TYPE}EX-4.2(A)
{SEQUENCE}4
{FILENAME}d01740exv4w2xay.txt
{DESCRIPTION}EX-4.2(A) FORM OF INDENTURE
{TEXT}
{PAGE}
EXHIBIT 4.2(a)
================================================================================
M.D.C. HOLDINGS, INC .
SENIOR DEBT SECURITIES
----------
INDENTURE
DATED AS OF DECEMBER 3, 2002
----------
U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
================================================================================
{PAGE}
CROSS-REFERENCE TABLE
{Table}
{Caption}
TIA Section Indenture Section
----------- -----------------
{S} {C}
310(
_____________
M.D.C.
HOLDINGS, INC – 10.11. Successors and Assigns.....................................40
SECTION 10.12. Duplicate Originals........................................40
SECTION 10.13. Severability...............................................40
{/Table}
-iii-
{PAGE}
INDENTURE dated as of December 3, 2002, 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
_____________
M.D.C. Holdings, Inc – 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:
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
_____________
M.D.C. HOLDINGS, INC – Page Follows]
{PAGE}
S-1
SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.
Dated: December , 2002 M.D.C. HOLDINGS, INC .
By:
--------------------------------------
Name:
Title:
{PAGE}
S-2
Dated: December , 2002 U.S. Bank National Association,
as Trustee
By:
--------------------------------------
Name:
Title:
(SEAL)
{PAGE}
Exhibit A
No. CUSIP No.:
[Title of Security]
_____________
M.D.C. HOLDINGS, INC – INC.
By:
--------------------------------------
Name:
Title:
{PAGE}
S-2
Dated: December , 2002 U.S. Bank National Association,
as Trustee
By:
--------------------------------------
Name:
Title:
(SEAL)
{PAGE}
Exhibit A
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.
_____________
dt 1372835
;
|
U.S. Bank, NA
As referenced in this Indenture:
U.S. BANK NATIONAL ASSOCIATION, – txt
{DESCRIPTION}EX-4.2(A) FORM OF INDENTURE
{TEXT}
{PAGE}
EXHIBIT 4.2(a)
================================================================================
M.D.C. HOLDINGS, INC.
SENIOR DEBT SECURITIES
----------
INDENTURE
DATED AS OF DECEMBER 3, 2002
----------
U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
================================================================================
{PAGE}
CROSS-REFERENCE TABLE
{Table}
{Caption}
TIA Section Indenture Section
----------- -----------------
{S} {C}
310(a)(1)......................................................................... 7.10
(a)(2)...................................................................... 7.10
(a)(3)...................................................................... N.A.
(a)(4)...................................................................... N.
_____________
U.S. Bank National
Association, – 40
SECTION 10.13. Severability...............................................40
{/Table}
-iii-
{PAGE}
INDENTURE dated as of December 3, 2002, 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
_____________
U.S. Bank National Association – to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.
"1998 Indenture" means the indenture dated as of January 28,
1998 between the Company and U.S. Bank National Association as trustee, as
amended or supplemented from time to time.
"Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are
_____________
U.S. Bank National Association
– 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
{PAGE}
-38-
The Company or the Trustee by notice to
_____________
U.S. Bank National Association, – Indenture to
be duly executed, all as of the date first above written.
Dated: December , 2002 M.D.C. HOLDINGS, INC.
By:
--------------------------------------
Name:
Title:
{PAGE}
S-2
Dated: December , 2002 U.S. Bank National Association,
as Trustee
By:
--------------------------------------
Name:
Title:
(SEAL)
{PAGE}
Exhibit A
No. CUSIP No.:
[Title of Security]
M.D.C. HOLDINGS, INC., a Delaware corporation promises to pay to or
registered
_____________
dt 752553
|
Preview
Full Doc
| 2002 |
Indenture
Indenture (132K)
Doc #345709: Click preview link for longer preview.
M.D.C. HOLDINGS, INC.
SENIOR DEBT SECURITIES
----------
INDENTURE
DATED AS OF DECEMBER 3, 2002
----------
U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
================================================================================
CROSS-REFERENCE TABLE
TIA Section . . .
345709
|
MDC Holdings
As referenced in this Indenture:
M.D.C. HOLDINGS, INC – {DOCUMENT}
{TYPE}EX-5
{SEQUENCE}3
{FILENAME}d01720exv5.txt
{DESCRIPTION}EX-5 FORM OF INDENTURE
{TEXT}
{PAGE}
EXHIBIT 5
================================================================================
M.D.C. HOLDINGS, INC .
SENIOR DEBT SECURITIES
----------
INDENTURE
DATED AS OF DECEMBER 3, 2002
----------
U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
================================================================================
{PAGE}
CROSS-REFERENCE TABLE
{Table}
{Caption}
TIA Section Indenture Section
----------- -----------------
{S} {C}
310(
_____________
M.D.C.
HOLDINGS, INC – 10.11. Successors and Assigns.....................................40
SECTION 10.12. Duplicate Originals........................................40
SECTION 10.13. Severability...............................................40
{/Table}
-iii-
{PAGE}
INDENTURE dated as of December 3, 2002, 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
_____________
M.D.C. Holdings, Inc – 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:
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
_____________
M.D.C. HOLDINGS, INC – Page Follows]
{PAGE}
S-1
SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, all as of the date first above written.
Dated: December , 2002 M.D.C. HOLDINGS, INC .
By:
--------------------------------------
Name:
Title:
{PAGE}
S-2
Dated: December , 2002 U.S. Bank National Association,
as Trustee
By:
--------------------------------------
Name:
Title:
(SEAL)
{PAGE}
Exhibit A
No. CUSIP No.:
[Title of Security]
_____________
M.D.C. HOLDINGS, INC – INC.
By:
--------------------------------------
Name:
Title:
{PAGE}
S-2
Dated: December , 2002 U.S. Bank National Association,
as Trustee
By:
--------------------------------------
Name:
Title:
(SEAL)
{PAGE}
Exhibit A
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.
_____________
dt 1372838
;
|
U.S. Bank, NA
As referenced in this Indenture:
U.S. BANK NATIONAL ASSOCIATION, – SEQUENCE}3
{FILENAME}d01720exv5.txt
{DESCRIPTION}EX-5 FORM OF INDENTURE
{TEXT}
{PAGE}
EXHIBIT 5
================================================================================
M.D.C. HOLDINGS, INC.
SENIOR DEBT SECURITIES
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INDENTURE
DATED AS OF DECEMBER 3, 2002
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U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
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CROSS-REFERENCE TABLE
{Table}
{Caption}
TIA Section Indenture Section
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{S} {C}
310(a)(1)......................................................................... 7.10
(a)(2)...................................................................... 7.10
(a)(3)...................................................................... N.A.
(a)(4)...................................................................... N.
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U.S. Bank National
Association, – 40
SECTION 10.13. Severability...............................................40
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INDENTURE dated as of December 3, 2002, 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
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U.S. Bank National Association – to time, including pursuant to any Authorizing Resolution or
supplemental indenture pertaining to any Series.
"1998 Indenture" means the indenture dated as of January 28,
1998 between the Company and U.S. Bank National Association as trustee, as
amended or supplemented from time to time.
"Issue Date" means, with respect to any Series of Securities,
the date on which the Securities of such Series are
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U.S. Bank National Association
– 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
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-38-
The Company or the Trustee by notice to
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U.S. Bank National Association, – Indenture to
be duly executed, all as of the date first above written.
Dated: December , 2002 M.D.C. HOLDINGS, INC.
By:
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Name:
Title:
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S-2
Dated: December , 2002 U.S. Bank National Association,
as Trustee
By:
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Name:
Title:
(SEAL)
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Exhibit A
No. CUSIP No.:
[Title of Security]
M.D.C. HOLDINGS, INC., a Delaware corporation promises to pay to or
registered
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dt 752558
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