Exhibit 4.12
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
January 13, 2003, among HomePride Insurance Agency, Inc., a Kansas corporation,
HP National Mortgage Holdings, Inc., a Michigan corporation, and Champion
Enterprises Management Co., a Michigan corporation (collectively, the "New
Subsidiary Guarantors"), each an indirect subsidiary of Champion Home Builders
Co., a Michigan corporation (the "Issuer"), Champion Enterprises, Inc.
("Parent"), the Issuer, the Subsidiary Guarantors (the "Existing Subsidiary
Guarantors") under the Indenture referred to below, and Bank One Trust Company,
N.A., a national banking association, as trustee under the Indenture referred to
below (the "Trustee").
A. The Issuer, Parent and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture (as such may be
amended from time to time, the "Indenture"), dated as of April 22, 2002,
providing for the issuance of the Issuer's 11 1/4% Senior Notes Due 2007 (the
"Notes").
B. Sections 4.13 and 8.02 of the Indenture provide that under
certain circumstances the Issuer is required to cause certain Restricted
Subsidiaries (as defined in the Indenture), including each of the New Subsidiary
Guarantors, to execute and deliver to the Trustee a supplemental indenture
pursuant to which each such Restricted Subsidiary shall unconditionally
guarantee, on a senior unsecured basis, all of the Issuer's obligations under
the Notes 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, Parent and the 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 Guarantors, the Issuer, Parent, the Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes 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. Each New Subsidiary Guarantor hereby,
jointly and severally, unconditionally Guarantees with all other Subsidiary
Guarantors, the Notes or the obligations of the Issuer under the Indenture or
the Notes on the terms and subject to the conditions set forth in Article 8 of
the Indenture and agrees to be bound by all other applicable
Exhibit 4.12
provisions of the Indenture. From and after the date hereof, each New Subsidiary
Guarantor shall be a Subsidiary Guarantor for all purposes under the Indenture
and the Notes.
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 Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
4. Governing Law. THIS 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 4.12
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
HOMEPRIDE INSURANCE AGENCY, INC.
HP NATIONAL MORTGAGE HOLDINGS, INC.
CHAMPION ENTERPRISES MANAGEMENT CO.
By: /s/ JOHN J. COLLINS, JR.
------------------------------------
Name: John J. Collins, Jr.
Title: Secretary
CHAMPION HOME BUILDERS CO.
By: /s/ JOHN J. COLLINS, JR.
------------------------------------
Name: John J. Collins, Jr.
Title: Secretary
CHAMPION ENTERPRISES, INC.
By: /s/ JOHN J. COLLINS, JR.
------------------------------------
Name: John J. Collins, Jr.
Title: Secretary
SUBSIDIARY GUARANTORS:
A-1 CHAMPION GP, INC.
ALPINE HOMES, INC.
AT LIQUIDATING CORP. (F/K/A 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.)
CHAMPION FINANCIAL CORPORATION
CHAMPION GP, INC.
CHAMPION RETAIL, INC.(F/K/A
CHAMPION HOME CENTERS, INC.)
CHAMPION HOME COMMUNITIES, INC.
CHAMPION MOTOR COACH, INC.
Exhibit 4.12
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
HOMES OUTLET, INC.)
FLEMING 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.
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.
I.D.A., INC.
ISEMAN CORP.
LAMPLIGHTER HOMES, INC.
LAMPLIGHTER HOMES (OREGON), INC.
MODULINE INTERNATIONAL, INC.
NORTHSTAR CORPORATION
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
Exhibit 4.12
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.
USAMH LIQUIDATING CORP. (F/K/A U.S.A.
MOBILE HOMES, INC.)
VICTORY INVESTMENT COMPANY
WESTERN HOMES CORPORATION
WM LIQUIDATING CORP. (F/K/A
WHITWORTH MANAGEMENT, INC.)
By: /s/ JOHN J. COLLINS, JR.
------------------------
John J. Collins, Jr., Secretary
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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/ JOHN J. COLLINS, JR.
------------------------------------
John J. Collins, Jr., 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/ 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.
Exhibit 4.12
HOMES OF KENTUCKIANA, L.L.C.
By: /s/ JOHN J. COLLINS, JR
------------------------------------
John J. Collins, Jr., as Secretary of
Trading Post Mobile Homes, Inc., Sole
Member of Homes of Kentuckiana, L.L.C.
BANK ONE TRUST COMPANY, N.A., as Trustee
By: /s/ JANICE OTT ROTUNNO
----------------------------------
Name: Janice Ott Rotunno
Title:Vice President
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