EXHIBIT 4.13
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
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 the New Subsidiary Guarantor, 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 Guarantor, 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. The 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
provisions of the Indenture. From and after the date hereof, the 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]
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/ JOHN J. COLLINS, JR.
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Name: John J. Collins, Jr.
Title: Secretary
CHAMPION HOME BUILDERS CO.
By: /s/ JOHN J. COLLINS, JR.
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Name: John J. Collins, Jr.
Title: Secretary
CHAMPION ENTERPRISES, INC.
By: /s/ JOHN J. COLLINS, JR.
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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 ENTERPRISES MANAGEMENT CO.
CHAMPION FINANCIAL CORPORATION
CHAMPION GP, INC.
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 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.
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.
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
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.
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John J. Collins, Jr., 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/ JOHN J. COLLINS, JR.
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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.
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John J. Collins, Jr., as Secretary
of A-1
Champion GP, Inc., General Partner of A-1
Homes Group, L.P.
HOMES OF KENTUCKIANA, L.L.C.
By: /s/ JOHN J. COLLINS, JR.
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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
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Name: Janice Ott Rotunno
Title: Vice President