Exhibit 4.9
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
January 31, 2003, among Moduline Industries (Canada) Ltd., an Alberta
corporation (the "New Subsidiary Guarantor"), an indirect subsidiary of Champion
Enterprises, Inc., a Michigan corporation (the "Issuer"), the Issuer, and each
of its Subsidiaries listed in this Supplemental Indenture as a Subordinated
Subsidiary Guarantor (the "Existing Subsidiary Guarantors"), and ▇▇▇▇▇ Fargo
Bank Minnesota, National Association (successor to Bank One Trust Company, N.A.,
a national banking association, as trustee under the indenture referred to below
(the "Trustee").
A. The Issuer and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture dated as of May 3,
1999, as supplemented July 30, 1999, October 4, 1999, February 10, 2000,
September 5, 2000, March 15, 2002, August 7, 2002 and January 13, 2003 (as such
may be amended from time to time, the "Indenture"), providing for the issuance
of the Issuer's 7 5/8% Senior Notes Due 2009 (the "Securities").
B. Section 12.07 of the Indenture provides that under certain
circumstances the Issuer is required to cause certain Subsidiaries (as defined
in the Indenture), including the New Subsidiary Guarantor, to execute and
deliver to the Trustee a supplemental indenture pursuant to which each such
Subsidiary shall unconditionally guarantee, on a subordinated basis, all of the
Issuer's obligations under the Securities and the Indenture on the terms set
forth in the Indenture and this Supplemental Indenture.
C. Pursuant to Section 9.01 of the Indenture, the Trustee, the
Issuer and the Existing Subsidiary Guarantors, are authorized to execute and
deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantor, the Issuer, the Existing Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Securities as follows:
1. Definitions.
(a) Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Agreement to Guarantee. The New Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees, on a subordinated basis, to each
Holder and to the Trustee and its successors and assigns the Guaranteed
Obligations subject to the conditions set forth in Articles
Exhibit 4.9
XII and XIII of the Indenture and agrees to be bound by all other applicable
provisions of the Indenture. From and after the date hereof, the New Subsidiary
Guarantor shall be a Subordinated Subsidiary Guarantor for all purposes under
the Indenture and the Securities.
3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
7. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.
[signatures on next page]
Exhibit 4.9
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
MODULINE INDUSTRIES (CANADA) LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Secretary
CHAMPION ENTERPRISES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Secretary
SUBORDINATED SUBSIDIARY GUARANTORS:
A-1 CHAMPION GP, INC.
ALPINE HOMES, INC.
AT LIQUIDATING CORP. (F/K/A AMERICAN
TRANSPORT, INC.)
ART ▇▇▇▇▇▇▇ INSURANCE, INC.
AUBURN CHAMP, INC.
BUILDERS CREDIT CORPORATION
CAC FUNDING CORPORATION
CARE FREE HOMES, INC.
CHI, INC. (F/K/A CARNIVAL HOMES, INC.)
CHAMPION ENTERPRISES MANAGEMENT
CO.
CHAMPION FINANCIAL CORPORATION
CHAMPION GP, INC.
CHAMPION HOME BUILDERS CO.
CHAMPION RETAIL, INC.(F/K/A
CHAMPION HOME CENTERS, INC.)
CHAMPION HOME COMMUNITIES, INC.
CHAMPION MOTOR COACH, INC.
CHANDELEUR HOMES, INC.
CLIFF AVE. INVESTMENTS, INC.
CRESTPOINTE FINANCIAL SERVICES, INC.
CRH LIQUIDATING CORP. (F/K/A CREST
RIDGE HOMES, INC.)
DUTCH HOUSING, INC.
FHA LIQUIDATING CORP. (F/K/A FACTORY
Exhibit 4.9
HOMES OUTLET, INC.)
▇▇▇▇▇▇▇ COUNTY INDUSTRIES, INC.
GATEWAY ACCEPTANCE CORP.
GATEWAY MOBILE & MODULAR HOMES,
INC.
GATEWAY PROPERTIES CORP.
GEM HOMES, INC.
GM LIQUIDATING CORP. (F/K/A GRAND
MANOR, INC.)
HOMEPRIDE FINANCE CORP.
HOMEPRIDE INSURANCE AGENCY, INC.
HAF LIQUIDATING CORP. (F/K/A HOMES
AMERICA FINANCE, INC.)
HAA LIQUIDATING CORP. (F/K/A HOMES
AMERICA OF ARIZONA, INC.)
HAC LIQUIDATING CORP. (F/K/A HOMES
AMERICA OF CALIFORNIA, INC.)
HAO LIQUIDATING CORP. (F/K/A HOMES
AMERICA OF OKLAHOMA, INC.)
HAU LIQUIDATING CORP. (F/K/A HOMES
AMERICA OF UTAH, INC.)
HAW LIQUIDATING CORP. (F/K/A HOMES
AMERICA OF WYOMING, INC.)
HOMES OF LEGEND, INC.
HOMES OF MERIT, INC.
HP NATIONAL MORTGAGE HOLDINGS, INC.
▇.▇.▇., INC.
▇▇▇▇▇▇ CORP.
LAMPLIGHTER HOMES, INC.
LAMPLIGHTER HOMES (OREGON), INC.
MODULINE INTERNATIONAL, INC.
NORTHSTAR CORPORATION
PRAIRIE RIDGE, INC.
▇▇▇▇▇▇ BUSINESS TRUST
▇▇▇▇▇▇ HOMES, INC.
▇▇▇▇▇▇ HOMES MANAGEMENT
COMPANY, INC.
▇▇▇▇▇▇ INDUSTRIES, INC.
▇▇▇▇▇▇ INVESTMENT, INC.
▇▇▇▇▇▇ MANAGEMENT SERVICES
BUSINESS TRUST
▇▇▇▇▇▇ RETAIL, INC.
REGENCY SUPPLY COMPANY, INC.
SAN ▇▇▇▇ ADVANTAGE HOMES, INC.
SERVICE CONTRACT CORPORATION
SOUTHERN SHOWCASE FINANCE, INC.
Exhibit 4.9
SOUTHERN SHOWCASE HOUSING, INC.
STAR FLEET, INC.
THE OKAHUMPKA CORPORATION
TRADING POST MOBILE HOMES, INC.
USAMH LIQUIDATING CORP. (F/K/A U.S.A.
MOBILE HOMES, INC.)
VICTORY INVESTMENT COMPANY
WESTERN HOMES CORPORATION
WM LIQUIDATING CORP. (F/K/A
▇▇▇▇▇▇▇▇▇ MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Secretary
THE UNDERSIGNED, IN THE CAPACITIES
INDICATED, IS THE AUTHORIZED SIGNATORY FOR
THE FOLLOWING SUBSIDIARY GUARANTORS:
GENESIS HOME CENTERS, LIMITED PARTNERSHIP
HH LIQUIDATING L.P. (F/K/A HEARTLAND
HOMES, L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Secretary
of Champion GP, Inc., General
Partner of Genesis Home Centers,
Limited Partnership and HH
Liquidating L.P.
A-1 HOMES GROUP, L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Secretary
of A-1 Champion GP, Inc., General
Partner of A-1 Homes Group, L.P.
HOMES OF KENTUCKIANA, L.L.C.
Exhibit 4.9
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., as Secretary
of Trading Post Mobile Homes, Inc.,
Sole Member of Homes of Kentuckiana,
L.L.C.
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A.,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
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