Exhibit 4.6
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
March 15, 2002, among CHAMPION ENTERPRISES, INC., a Michigan corporation (the
"Company"), A-1 CHAMPION GP, INC., a Michigan corporation (the "New Subsidiary
Guarantor"), the Subsidiary Guarantors (the "Existing Subsidiary
Guarantors") under the Indenture referred to below, and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION (successor to BANK ONE TRUST COMPANY, NA,
formerly known as THE FIRST NATIONAL BANK OF CHICAGO, the "Predecessor
Trustee"), a national banking association, as trustee under the indenture
referred to below (the "Trustee").
WITNESSETH :
WHEREAS the Company and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Predecessor Trustee an Indenture (the
"Indenture") dated as of May 3, 1999, as supplemented July 30, 1999, October 4,
1999, February 10, 2000, and September 5, 2000 providing for the issuance of an
aggregate principal amount of up to $200,000,000 of 7_% Senior Notes Due 2009
(the "Securities");
WHEREAS the Company has determined for its benefit and for the benefit
of the Securityholders to cause the New Subsidiary Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Subsidiary Guarantor shall unconditionally guarantee all the Company's
obligations under the Securities pursuant to a Subsidiary Guaranty substantially
on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Company 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 Company, 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. Agreement to Guarantee. The New Subsidiary Guarantor hereby
agrees, jointly and severally with all other Subsidiary Guarantors, to
unconditionally guarantee the Company's obligations under the Indenture and the
Securities on the terms and subject to the conditions set forth in Article 10 of
the Indenture and to be bound by all other applicable provisions of the
Indenture.
Exhibit 4.6
2. 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.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
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.
4. Trustee Makes No Representation. The Trustee makes no
representation as to and shall not be responsible for the validity or
sufficiency of this Supplemental Indenture or for the recitals contained herein,
all of which recitals are made solely by the Company, the Existing Subsidiary
Guarantors and the New Subsidiary Guarantor.
5. 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.
6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.
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Exhibit 4.6
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
CHAMPION ENTERPRISES, INC.,
By: /s/ John J. Collins, Jr.
Name: John J. Collins, Jr.
Title: Secretary
EXISTING SUBSIDIARY GUARANTORS:
A-1 HOMES GROUP, L.P.
ALPINE HOMES, INC.
AMERICAN TRANSPORT, INC.
ART RICHTER INSURANCE, INC.
AUBURN CHAMP, INC.
BUILDERS CREDIT CORPORATION
CAC FUNDING CORPORATION
CARE FREE HOMES, INC.
CHI, INC. (F/K/A CARNIVAL HOMES,
INC.)
CENTRAL MISSISSIPPI MANUFACTURED
HOUSING, INC.
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.
CREST RIDGE HOMES, INC.
DUTCH HOUSING, INC.
FACTORY HOMES OUTLET, INC.
FLEMING COUNTY INDUSTRIES, INC.
GATEWAY ACCEPTANCE CORP.
GATEWAY MOBILE & MODULAR HOMES,
INC.
GATEWAY PROPERTIES CORP.
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Exhibit 4.6
GEM HOMES, INC.
GENESIS HOME CENTERS, LIMITED
PARTNERSHIP
GRAND MANOR, INC.HEARTLAND HOMES,
L.P.
HOMEPRIDE FINANCE CORP.
HOMES AMERICA FINANCE, INC.
HOMES AMERICA OF ARIZONA, INC.
HOMES AMERICA OF CALIFORNIA, INC.
HOMES AMERICA OF OKLAHOMA, INC.
HOMES AMERICA OF UTAH, INC.
HOMES AMERICA OF WYOMING, INC.
HOMES OF LEGEND, INC.
HOMES OF MERIT, INC.
I.D.A., INC.
ISEMAN CORP.
LAMPLIGHTER HOMES, INC.
LAMPLIGHTER HOMES (OREGON), INC.
MANUFACTURED HOUSING OF LOUISIANA,
INC.
MODULINE INTERNATIONAL, INC.
NORTHSTAR CORPORATION
PHILADELPHIA HOUSING CENTER, INC.
PRAIRIE RIDGE, INC.
REDMAN BUSINESS TRUST
REDMAN HOMES, INC.
REDMAN HOMES MANAGEMENT COMPANY,
INC.
REDMAN INDUSTRIES, INC.
REDMAN INVESTMENT, INC.
REDMAN MANAGEMENT SERVICES BUSINESS
TRUST
REDMAN RETAIL, INC.
REGENCY SUPPLY COMPANY, INC.
SAN JOSE ADVANTAGE HOMES, INC.
SERVICE CONTRACT CORPORATION
SOUTHERN SHOWCASE FINANCE, INC.
SOUTHERN SHOWCASE HOUSING, INC.
STAR FLEET, INC.
THE OKAHUMPKA CORPORATION
TRADING POST MOBILE HOMES, INC.
U.S.A. MOBILE HOMES, INC.
VICTORY INVESTMENT COMPANY
WESTERN HOMES CORPORATION
WHITWORTH MANAGEMENT, INC.
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Exhibit 4.6
NEW SUBSIDIARY GUARANTOR:
A-1 CHAMPION GP, INC.
THE UNDERSIGNED, IN THE CAPACITIES
INDICATED, IS THE AUTHORIZED
SIGNATORY FOR THE EXISTING
SUBSIDIARY GUARANTORS AND THE NEW
SUBSIDIARY GUARANTOR,
By: /s/ John J. Collins, Jr.
John J. Collins, Jr., as
Secretary of Champion GP,
Inc., General Partner of
Genesis Home Centers, Limited
Partnership and Heartland
Homes, L.P.
By: /s/ John J. Collins, Jr.
John J. Collins, Jr., as
Secretary of A-1 Champion GP,
Inc., General Partner of A-1
Homes Group, L.P.
By: /s/ John J. Collins, Jr.
John J. Collins, Jr., as
Secretary of each of the
Remaining Existing Subsidiary
Guarantors and the New
Subsidiary Guarantor
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee,
By:/s/ Timothy P. Mowdy
Name: Timothy P. Mowdy
Title: Corporate Trust
Officer
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