-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAfGD2ALYTVWSDOIenxVGaoSPBOKI/nkI3TnSwkzDjFzQDuSLxN4JeNOBv89B5ZY WeO+6ibxu0g0qEQJ3SHhIA== 0000950124-99-004356.txt : 19990809 0000950124-99-004356.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950124-99-004356 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19990730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION ENTERPRISES INC CENTRAL INDEX KEY: 0000814068 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 382743168 STATE OF INCORPORATION: MI FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227 FILM NUMBER: 99675492 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2483409090 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION HOME BUILDERS CO CENTRAL INDEX KEY: 0000019144 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 381427299 STATE OF INCORPORATION: MI FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-01 FILM NUMBER: 99675493 BUSINESS ADDRESS: STREET 1: 5573 NORTH ST CITY: DRYDEN STATE: MI ZIP: 48428 BUSINESS PHONE: 3137962211 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MODULINE INTERNATIONAL INC CENTRAL INDEX KEY: 0000067385 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 910828539 STATE OF INCORPORATION: WA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-02 FILM NUMBER: 99675494 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 2482030700 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000082666 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 752246805 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-03 FILM NUMBER: 99675495 BUSINESS ADDRESS: STREET 1: 2701 UNINVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 4832 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAC FUNDING CORP CENTRAL INDEX KEY: 0000822038 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382756292 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-04 FILM NUMBER: 99675496 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUTCH HOUSING INC CENTRAL INDEX KEY: 0000877514 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383157863 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-05 FILM NUMBER: 99675497 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS HOMES OF AUSTIN INC CENTRAL INDEX KEY: 0001092118 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742755508 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-06 FILM NUMBER: 99675498 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES OF LEGEND INC CENTRAL INDEX KEY: 0001092119 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383284410 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-07 FILM NUMBER: 99675499 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A 1 HOMES GROUP INC CENTRAL INDEX KEY: 0001092120 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383416642 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-08 FILM NUMBER: 99675500 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS HOMES OF BUDA INC CENTRAL INDEX KEY: 0001092121 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742755509 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-09 FILM NUMBER: 99675501 BUSINESS ADDRESS: STREET 1: 2701 UNIVESITY DR STREET 2: STE 300 CITY: AUBURN HILL STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES OF MERIT INC CENTRAL INDEX KEY: 0001092122 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383284410 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-10 FILM NUMBER: 99675502 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCENT MOBIL HOMES INC CENTRAL INDEX KEY: 0001092123 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561642122 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-11 FILM NUMBER: 99675503 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDA INC CENTRAL INDEX KEY: 0001092124 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731384625 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-12 FILM NUMBER: 99675504 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS HOMES OF TEXAS INC CENTRAL INDEX KEY: 0001092125 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742586762 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-13 FILM NUMBER: 99675505 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE HOMES INC CENTRAL INDEX KEY: 0001092126 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841138020 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-14 FILM NUMBER: 99675506 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL HOUSING INC CENTRAL INDEX KEY: 0001092127 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 311644691 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-15 FILM NUMBER: 99675507 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOM TERRY ENTERPRISES INC CENTRAL INDEX KEY: 0001092128 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880201258 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-16 FILM NUMBER: 99675508 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRADING POST MOBILE HOMES INC CENTRAL INDEX KEY: 0001092129 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 610945344 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-17 FILM NUMBER: 99675509 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN TRANSPORT INC CENTRAL INDEX KEY: 0001092130 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880285995 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-18 FILM NUMBER: 99675510 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S A MOBILE HOMES INC CENTRAL INDEX KEY: 0001092131 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 930980361 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-19 FILM NUMBER: 99675511 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTMENT HOUSING INC CENTRAL INDEX KEY: 0001092132 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751765938 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-20 FILM NUMBER: 99675512 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ART RICHTER INSURANCE INC CENTRAL INDEX KEY: 0001092133 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880285995 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-21 FILM NUMBER: 99675513 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISEMAN CORP CENTRAL INDEX KEY: 0001092134 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 460365899 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-22 FILM NUMBER: 99675514 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JASPER MOBILE HOMES INC CENTRAL INDEX KEY: 0001092135 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752652399 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-23 FILM NUMBER: 99675515 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUBURN CHAMP INC CENTRAL INDEX KEY: 0001092136 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383264202 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-24 FILM NUMBER: 99675516 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICTORY INVESTMENT CO CENTRAL INDEX KEY: 0001092138 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 730961344 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-25 FILM NUMBER: 99675517 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKYBUILT HOMES INC CENTRAL INDEX KEY: 0001092139 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611342287 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-26 FILM NUMBER: 99675518 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKE COUNTRY LIVING INC CENTRAL INDEX KEY: 0001092140 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751912454 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-27 FILM NUMBER: 99675519 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRYAN MOBILE HOMES INC CENTRAL INDEX KEY: 0001092142 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742313981 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-28 FILM NUMBER: 99675520 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMPLIGHTER HOMES INC CENTRAL INDEX KEY: 0001092143 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 911219267 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-29 FILM NUMBER: 99675521 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDERS CREDIT CORP CENTRAL INDEX KEY: 0001092144 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382725018 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-30 FILM NUMBER: 99675522 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIDOR MOBILE HOME CENTER INC CENTRAL INDEX KEY: 0001092145 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 741760670 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-31 FILM NUMBER: 99675523 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMPLIGHTER HOMES OREGON INC CENTRAL INDEX KEY: 0001092146 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 930976577 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-32 FILM NUMBER: 99675524 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN HOMES CORP CENTRAL INDEX KEY: 0001092147 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752276910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-33 FILM NUMBER: 99675525 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M&J SOUTHWEST DEVELOPMENT CORP CENTRAL INDEX KEY: 0001092148 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760237524 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-34 FILM NUMBER: 99675526 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANUFACTURED HOSING OF LOUISIANA INC CENTRAL INDEX KEY: 0001092149 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 721416792 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-35 FILM NUMBER: 99675527 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAL NEL INC CENTRAL INDEX KEY: 0001092150 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382756292 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-36 FILM NUMBER: 99675528 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITWORTH MANAGEMENT INC CENTRAL INDEX KEY: 0001092151 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880233834 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-37 FILM NUMBER: 99675529 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE FACTORY OUTLET INC CENTRAL INDEX KEY: 0001092152 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 741758315 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-38 FILM NUMBER: 99675530 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARE FREE HOMES INC CENTRAL INDEX KEY: 0001092153 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 870633793 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-39 FILM NUMBER: 99675531 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRIGHTS MOBILE HOMES INC CENTRAL INDEX KEY: 0001092154 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760472967 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-40 FILM NUMBER: 99675532 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL HOMES INC CENTRAL INDEX KEY: 0001092155 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742813105 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-41 FILM NUMBER: 99675533 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILADELPHIA HOUSING CENTER INC CENTRAL INDEX KEY: 0001092156 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640863980 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-42 FILM NUMBER: 99675534 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHANDELEUR HOMES INC CENTRAL INDEX KEY: 0001092157 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383213165 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-43 FILM NUMBER: 99675535 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL MISSISSIPPI MANUFACTURED HOUSING INC CENTRAL INDEX KEY: 0001092158 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 650561149 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-44 FILM NUMBER: 99675536 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER HOUSING INC CENTRAL INDEX KEY: 0001092159 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742697710 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-45 FILM NUMBER: 99675537 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLIFF AVE INVESTMENTS INC CENTRAL INDEX KEY: 0001092160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 460365898 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-46 FILM NUMBER: 99675538 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN BUSINESS TRUST CENTRAL INDEX KEY: 0001092161 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 756469646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-47 FILM NUMBER: 99675539 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION FINANCIAL CORP CENTRAL INDEX KEY: 0001092162 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382742043 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-48 FILM NUMBER: 99675540 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL HOUSING INC CENTRAL INDEX KEY: 0001092163 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752022082 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-49 FILM NUMBER: 99675541 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN HOMES MANAGEMENT CO INC CENTRAL INDEX KEY: 0001092164 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752573061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-50 FILM NUMBER: 99675542 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRY ESTATES HOMES INC CENTRAL INDEX KEY: 0001092165 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731430526 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-51 FILM NUMBER: 99675543 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN HOMES INC CENTRAL INDEX KEY: 0001092166 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751364957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-52 FILM NUMBER: 99675544 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION HOME CENTERS INC CENTRAL INDEX KEY: 0001092167 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383392154 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-53 FILM NUMBER: 99675545 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYSIDE HOMES INC CENTRAL INDEX KEY: 0001092168 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 450414879 STATE OF INCORPORATION: ND FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-54 FILM NUMBER: 99675546 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION HOME COMMUNITIES INC CENTRAL INDEX KEY: 0001092169 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 381947966 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-55 FILM NUMBER: 99675547 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN INVESTMENT INC CENTRAL INDEX KEY: 0001092170 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752208257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-56 FILM NUMBER: 99675548 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREST RIDGE HOMES INC CENTRAL INDEX KEY: 0001092171 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383213167 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-57 FILM NUMBER: 99675549 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION MOTOR COACH INC CENTRAL INDEX KEY: 0001092172 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382721632 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-58 FILM NUMBER: 99675550 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN MANAGEMENT SERVICES BUSINESS TRUST CENTRAL INDEX KEY: 0001092173 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 756469645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-59 FILM NUMBER: 99675551 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRESTPOINTE FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001092174 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752140765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-60 FILM NUMBER: 99675552 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDMAN RETAIL INC CENTRAL INDEX KEY: 0001092175 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752021720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-61 FILM NUMBER: 99675553 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY SUPPLY CO INC CENTRAL INDEX KEY: 0001092176 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752155269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-62 FILM NUMBER: 99675554 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN JOSE ADVANTAGE HOMES INC CENTRAL INDEX KEY: 0001092177 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 770411951 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-63 FILM NUMBER: 99675555 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE CONTRACT CORP CENTRAL INDEX KEY: 0001092178 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382719552 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-64 FILM NUMBER: 99675556 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY HOMES OUTLET INC CENTRAL INDEX KEY: 0001092179 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880283245 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-65 FILM NUMBER: 99675557 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SHOWCASE FINANCE INC CENTRAL INDEX KEY: 0001092180 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 562084038 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-66 FILM NUMBER: 99675558 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FACTORY OUTLET INC CENTRAL INDEX KEY: 0001092181 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611342285 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-67 FILM NUMBER: 99675559 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN SHOWCASE HOUSING INC CENTRAL INDEX KEY: 0001092182 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 561686678 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-68 FILM NUMBER: 99675560 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEMING COUNTY INDUSTRIES INC CENTRAL INDEX KEY: 0001092183 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 611078339 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-69 FILM NUMBER: 99675561 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAR FLEET INC CENTRAL INDEX KEY: 0001092184 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351840506 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-70 FILM NUMBER: 99675562 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY ACCEPTANCE CORP CENTRAL INDEX KEY: 0001092185 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 460372684 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-71 FILM NUMBER: 99675563 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY MOBILE & MODULAR HOMES INC CENTRAL INDEX KEY: 0001092186 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 470709908 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-72 FILM NUMBER: 99675564 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OKAHUMPKA CORP CENTRAL INDEX KEY: 0001092187 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 592175753 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-73 FILM NUMBER: 99675565 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY PROPERTIES CORP CENTRAL INDEX KEY: 0001092188 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 460426796 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-74 FILM NUMBER: 99675566 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEM HOMES INC CENTRAL INDEX KEY: 0001092190 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760164265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-75 FILM NUMBER: 99675567 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND MANOR INC CENTRAL INDEX KEY: 0001092191 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383281658 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-76 FILM NUMBER: 99675568 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND HOMES INC CENTRAL INDEX KEY: 0001092193 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752797283 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-77 FILM NUMBER: 99675569 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMEPRIDE FINANCE CORP CENTRAL INDEX KEY: 0001092194 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 383454767 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-78 FILM NUMBER: 99675570 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES AMERICA FINANCE INC CENTRAL INDEX KEY: 0001092195 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880351418 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-79 FILM NUMBER: 99675571 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES AMERICA OF ARIZONA INC CENTRAL INDEX KEY: 0001092196 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860895662 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-80 FILM NUMBER: 99675572 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHSTAR CORP/ CENTRAL INDEX KEY: 0001092198 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 460433873 STATE OF INCORPORATION: SD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-81 FILM NUMBER: 99675573 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 MAIL ADDRESS: STREET 1: 2701 UNIVERSITY DRIVE SUITE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES AMERICA OF CALIFORNIA INC CENTRAL INDEX KEY: 0001092199 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330697358 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-82 FILM NUMBER: 99675574 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES AMERICA OF OKLAHOMA INC CENTRAL INDEX KEY: 0001092200 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731489573 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-83 FILM NUMBER: 99675575 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES AMERICA OF UTAH INC CENTRAL INDEX KEY: 0001092202 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 870540727 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-84 FILM NUMBER: 99675576 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMES AMERICA OF WYOMING INC CENTRAL INDEX KEY: 0001092204 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880233834 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-84227-85 FILM NUMBER: 99675577 BUSINESS ADDRESS: STREET 1: 2701 UNIVERSITY DR STREET 2: STE 300 CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2482030700 S-4 1 FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHAMPION ENTERPRISES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN 2451 38-2743168 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
2701 UNIVERSITY DRIVE, SUITE 300 AUBURN HILLS, MICHIGAN 48326 (248) 340-9090 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ JOHN J. COLLINS, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 2701 UNIVERSITY DRIVE, SUITE 300 AUBURN HILLS, MICHIGAN 48326 (248) 340-9090 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: D. RICHARD MCDONALD DYKEMA GOSSETT PLLC 1577 N. WOODWARD AVENUE, SUITE 300 BLOOMFIELD HILLS, MI 48304 (248) 203-0700 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] ____________ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ 7 5/8% Senior Notes due May 15, 2009.................... $200,000,000 100% $200,000,000 $55,600 - ------------------------------------------------------------------------------------------------------------------------------ Guarantees of the 7 5/8% Senior Notes due May 15, 2009........................ (2) (2) (2) (2) - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(f). (2) Pursuant to Rule 457(n), no separate fee is payable for the guarantees. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 OTHER REGISTRANTS
PRIMARY STANDARD IRS INDUSTRIAL EMPLOYER JURISDICTION OF CLASSIFICATION IDENTIFICATION NAME OF CORPORATION INCORPORATION CODE NUMBER NUMBER ------------------- --------------- ---------------- -------------- A-1 Homes Group, Inc. ........................ Michigan 5271 38-3416642 Accent Mobil Homes, Inc. ..................... North Carolina 5271 56-1642122 Alpine Homes, Inc. ........................... Colorado 5271 84-1138020 American Transport, Inc. ..................... Nevada 4213 88-0285995 Art Richter Insurance, Inc. .................. Kentucky 6411 61-0718629 Auburn Champ, Inc. ........................... Michigan 2451 38-3264202 Bryan Mobile Homes, Inc. ..................... Texas 5271 74-2313981 Builders Credit Corporation................... Michigan 2451 38-2725018 CAC Funding Corporation....................... Michigan 2451 38-2756279 Cal-Nel, Inc. ................................ Texas 5271 75-2753033 Care Free Homes, Inc. ........................ Michigan 5271 87-0633793 Carnival Homes, Inc. ......................... Oklahoma 5271 74-2813105 Central Mississippi Manufactured Housing, Inc. ....................................... Mississippi 5271 65-0561149 Champion Financial Corporation................ Michigan 2451 38-2742043 Champion Home Builders Co. ................... Michigan 2451 38-2744984 Champion Home Centers, Inc. .................. Michigan 5271 38-3392154 Champion Home Communities, Inc. .............. Michigan 2451 38-1947996 Champion Motor Coach, Inc. ................... Michigan 3713 38-2721632 Chandeleur Homes, Inc. ....................... Michigan 2451 38-3213165 Cliff Ave. Investments, Inc. ................. South Dakota 5271 46-0365898 Colonial Housing, Inc. ....................... Texas 5271 75-2022082 Country Estates Homes, Inc. .................. Oklahoma 5271 73-1430526 Countryside Homes, Inc. ...................... North Dakota 5271 45-0414879 Crest Ridge Homes, Inc. ...................... Michigan 2451 38-3213167 Crestpointe Financial Services, Inc. ......... Delaware 2451 75-2140765 Dutch Housing, Inc. .......................... Michigan 2451 38-3157863 Factory Homes Outlet, Inc. ................... Idaho 5271 88-0283245 Factory Outlet, Inc. ......................... Michigan 5271 61-1342285 Fleming County Industries, Inc. .............. Kentucky 2451 61-1078339 Gateway Acceptance Corp. ..................... South Dakota 5271 46-0372684 Gateway Mobile & Modular Homes, Inc. ......... Nebraska 5271 47-0709908 Gateway Properties Corp. ..................... South Dakota 5271 46-0426796 Gem Homes, Inc. .............................. Delaware 2451 76-0164265 Grand Manor, Inc. ............................ Michigan 2451 38-3281658 Heartland Homes, Inc. ........................ Texas 5271 75-2797283 HomePride Finance Corp. ...................... Michigan 5271 38-3454767 Homes America Finance, Inc. .................. Nevada 5271 88-0351418 Homes America of Arizona, Inc. ............... Arizona 5271 86-0895662 Homes America of California, Inc. ............ California 5271 33-0697358 Homes America of Oklahoma, Inc. .............. Oklahoma 5271 73-1489573 Homes America of Utah, Inc. .................. Utah 5271 87-0540727 Homes America of Wyoming, Inc. ............... Wyoming 5271 88-0233834 Homes of Legend, Inc. ........................ Michigan 2451 38-3284410 Homes of Merit, Inc. ......................... Florida 2451 59-1438488
i 3
PRIMARY STANDARD IRS INDUSTRIAL EMPLOYER JURISDICTION OF CLASSIFICATION IDENTIFICATION NAME OF CORPORATION INCORPORATION CODE NUMBER NUMBER ------------------- --------------- ---------------- -------------- I.D.A., Inc................................... Oklahoma 5271 73-1384625 Imperial Housing, Inc......................... Texas 5271 31-1644691 Investment Housing, Inc....................... Texas 5271 75-1765938 Iseman Corp................................... South Dakota 5271 46-0365899 Jasper Mobile Homes, Inc. .................... Texas 5271 75-2652399 Kentuckybilt Homes, Inc. ..................... Michigan 5271 61-1342287 Lake Country Living, Inc. .................... Texas 5271 75-1912454 Lamplighter Homes, Inc........................ Washington 5271 91-1219267 Lamplighter Homes (Oregon), Inc............... Oregon 5271 93-0976577 M&J Southwest Development Corp. .............. Texas 5271 76-0237524 Manufactured Housing of Louisiana, Inc. ...... Michigan 5271 72-1416792 Mobile Factory Outlet, Inc.................... Texas 5271 74-1758315 Moduline International, Inc. ................. Washington 2451 91-0828539 Northstar Corporation......................... South Dakota 5271 46-0433873 Philadelphia Housing Center, Inc. ............ Mississippi 5271 64-0863980 Premier Housing, Inc.......................... Texas 5271 74-2697710 Redman Business Trust......................... Delaware 2451 75-6469646 Redman Homes Management Company, Inc.......... Delaware 2451 75-2573061 Redman Homes, Inc. ........................... Delaware 2451 75-1364957 Redman Industries, Inc........................ Delaware 2451 75-2246805 Redman Investment, Inc........................ Delaware 2451 75-2208257 Redman Management Services Business Trust..... Delaware 2451 75-6469645 Redman Retail, Inc............................ Delaware 5271 75-2021720 Regency Supply Company, Inc................... Delaware 2451 75-2155269 San Jose Advantage Homes, Inc. ............... California 5271 77-0411951 Service Contract Corporation.................. Michigan 2451 38-2719552 Southern Showcase Finance, Inc................ Michigan 5271 56-2084038 Southern Showcase Housing, Inc................ North Carolina 5271 56-1686678 Star Fleet, Inc. ............................. Indiana 4213 35-1840506 The Okahumpka Corporation..................... Florida 2451 59-2175753 Thomas Homes of Austin, Inc................... Texas 5271 74-2755508 Thomas Homes of Buda, Inc. ................... Texas 5271 74-2755509 Thomas Homes of Texas, Inc.................... Texas 5271 74-2586762 Tom Terry Enterprises, Inc.................... Nevada 5271 88-0201258 Trading Post Mobile Homes, Inc................ Kentucky 5271 61-0945344 U.S.A. Mobile Homes, Inc...................... Oregon 5271 93-0980361 Victory Investment Company.................... Oklahoma 5271 73-0961344 Vidor Mobile Home Center, Inc. ............... Texas 5271 74-1760670 Western Homes Corporation..................... Delaware 2451 75-2276910 Whitworth Management, Inc. ................... Nevada 5271 88-0233834 Wright's Mobile Homes, Inc. .................. Texas 5271 76-0472967
The address, including zip code, and telephone number, including area code, of the principal offices of the other registrants listed above is 2701 University Drive, Suite 300, Auburn Hills, Michigan 48326; the telephone number at that address is (248) 340-9090. ii 4 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED , 1999 PROSPECTUS OFFER TO EXCHANGE ALL 7 5/8% SENIOR NOTES DUE 2009 FOR 7 5/8% SENIOR NOTES DUE 2009, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OF CHAMPION ENTERPRISES, INC. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1999, UNLESS EXTENDED. ------------------------- Terms of the exchange offer: -- We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. You should read the section called "The Exchange Offer" on page 12 for information on how to exchange original notes for exchange notes. -- You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer. -- We believe that the exchange of original notes will not be a taxable event for U.S. federal income tax purposes, but you should see "Material United States Federal Income Tax Considerations" on page 51 for more information. -- We will not receive any proceeds from the exchange offer. -- The terms of the exchange notes are substantially identical to those of the original notes, except that the exchange notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes. ------------------------- SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF THE RISKS THAT SHOULD BE CONSIDERED BY HOLDERS BEFORE TENDERING THEIR ORIGINAL NOTES. ------------------------- Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ------------------------- The date of this prospectus is , 1999. 5 WHERE YOU CAN FIND MORE INFORMATION Champion has filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933, covering the notes to be issued in the exchange offer (File No. 333- ). This prospectus does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. If we have filed any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Champion files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by us at the SEC's public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC's web site at "http://www.sec.gov." This prospectus incorporates by reference the following documents filed by Champion with the SEC: -- Annual Report on Form 10-K for the fiscal year ended January 2, 1999; -- Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 1999; -- Current Reports on Form 8-K dated April 22, 1999, July 8, 1999 and July 30, 1999; and -- Proxy Statement dated March 9, 1999 for the 1999 Annual Meeting of Shareholders held on April 27, 1999. In addition, all reports and other documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file the reports and documents. Any statements contained in a document incorporated or deemed to be incorporated by reference into this prospectus are deemed to be modified or superseded for purposes of this prospectus to the extent modified or superseded by another statement contained in any subsequently filed document also incorporated by reference in this prospectus. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this prospectus. You may also request a copy of any of these filings, at no cost, by writing or telephoning us at the following address or phone number: Champion Enterprises, Inc. 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (248) 340-9090 Attention: Joseph H. Stegmayer, Executive Vice President, Chief Strategic and Financial Officer 1 6 THE COMPANY GENERAL We are the leading producer of manufactured housing in the U.S. with 65 home building facilities in 18 states and western Canada. In 1998, we led the U.S. manufactured housing industry in wholesale revenues and in wholesale shipments of homes and in 1999 we were named Manufacturer of the Year by the National Manufactured Housing Congress. Our U.S. wholesale market share for manufactured housing increased from 17.7% in 1997 to 18.3% in 1998. Including the January 1999 acquisition of Homes of Merit, Inc., market share improved to over 20% by June 1999. We are also the third largest retailer of manufactured housing in the U.S. with 282 company-owned retail home centers in 28 states as of July 3, 1999. Most of our homes are sold through 3,500 independent retail locations across the country and western Canada. We believe that our position as the industry leader, our strong retail organization and our broad independent retail network provide us with competitive advantages in the industry. Our strengths include a decentralized, entrepreneurial approach, a focus on our core housing business, geographic diversity and the advantages that come from being a market leader. We also benefit from an experienced management team, with the eight members of our senior management having 175 years of combined experience in our industry. Our Chairman and Chief Executive Officer, Walter R. Young, has been named Industry Person of the Year by the National Manufactured Housing Congress for each of the last three years. Our management team continues to execute the business strategy described below in order to sustain these competitive advantages. During the past five years we have significantly expanded our manufactured housing production operations through acquisitions, internal growth and, in 1996, our merger with Redman Industries, Inc. As a result of this growth, Champion's manufactured housing wholesale revenues have increased from $266 million in 1993, excluding Redman sales, to almost $1.9 billion in 1998. We have also significantly expanded our retail organization. At the end of 1997 we operated 22 manufactured housing retail sales centers primarily in the northwestern U.S. During 1998 and the first half of 1999 we expanded our retail operations by completing the acquisition of 16 retail organizations which operated 179 sales centers. During the same time period, an additional 81 sales centers were added through local acquisitions and internal expansions, bringing our total company-operated retail sales centers to 282 in 28 states as of July 3, 1999. Revenues from retail operations have increased from $61 million in 1997 to $562 million in 1998. Our Company was established in 1953. Our principal executive offices are located at 2701 University Drive, Suite 300, Auburn Hills, Michigan 48326. Our telephone number is (248) 340-9090. Our web site is www.champent.com. The information contained on our web site is not incorporated by reference in this prospectus. CHAMPION'S COMPETITIVE STRENGTHS AND BUSINESS STRATEGY We believe Champion's success results from our competitive strengths, including: -- Decentralized, entrepreneurial approach. We believe that a streamlined organization creates better accountability, local market sensitivity and focus. It also fosters the entrepreneurial culture which is central to our retail and manufacturing operating strategy. That is why we have only 75 employees in our corporate offices and the remainder of our approximately 15,000 employees located among 52 profit centers. -- Focus on core housing business. Unlike many of our competitors, we are very selective in expanding beyond our core business lines. We divested ourselves of the last of our non-core businesses with the sale of our commercial vehicle operation in 1998, and we now focus exclusively on housing. -- Geographic diversity. Historically, the manufactured housing industry was concentrated in Texas and the southeastern U.S. Today, consumers are located throughout the country. In order to capture the 2 7 geographic expansion of this industry, we currently have manufacturing facilities in 18 states and western Canada, and retail home centers in 28 states. -- Advantages of scale. Our leadership affords several advantages, including price, technology and design leadership. Other advantages are purchasing power as well as financial strength and access to capital. Our business strategy is to continue our growth and maintain our market leadership by improving our operations and pursuing new, related platforms that we believe will continue to generate long-term growth. This strategy is based on the following elements: -- Further consolidate the manufacturing segment through continued growth of internal manufacturing operations and the selective acquisition of housing manufacturers. We plan to build three additional manufacturing facilities during 1999 where capacity is needed and to expand the range of new models. These new plants will be built near existing facilities to reduce costs, allow us to utilize our personnel more effectively and improve materials management. -- Strengthen our retail organization through additional acquisitions of key manufactured housing retailers and further expansion of internal retail operations. The development of our retailing platform has been an effective way to increase our market presence and has demonstrated the benefits of expanding within our industry. As we integrate retailers, we believe they benefit from sharing our best practices and improved efficiencies, including purchasing synergies and control of costs. We also hope to improve the retail buying experience for the home buyer through better merchandising techniques and improved home installation to reduce service costs. -- Expand wholesale distribution through the strengthening of our relationships with independent retailers. An important component of this effort is the "Alliance of Champions" marketing program through which independent retailers receive extensive training in retail sales, retail management and home installation. Since last October close to 700 independent retail locations have joined the Alliance program. This program was introduced to help assure the continued growth of well-managed, independent retailers of Champion homes. -- Pursue opportunities to expand our role in the housing industry. We continue to evaluate other growth opportunities in manufacturing, retailing and other aspects of our industry that will build on our core competencies. INDUSTRY BACKGROUND The manufactured housing industry has grown rapidly in the United States. Once considered a niche market, it is now a significant part of the housing industry with approximately 19,000,000 people living in manufactured homes in the U.S. According to the U.S. Census Bureau, as of November 1998, manufactured homes accounted for 30% of all new single-family unit sales. Consumer acceptance of manufactured homes is on the rise. The industry, and especially Champion, has made constant progress in improving quality, features and style. The interiors of many manufactured homes are indistinguishable from site-built homes. Features include spacious kitchens, multiple bathrooms, vaulted ceilings, fireplaces, utility rooms, large closets and many other features. Professional designers follow the latest trends in housing construction and design and are quick to innovate. Advances in production technology have improved the quality of manufactured homes while controlling costs. Manufacturers are able to use production systems that are simply not available to site builders. In addition, large manufacturers like Champion are able to negotiate favorable contracts with materials suppliers. Manufactured homes continue to remain affordable. According to 1997 data reported by the U.S. Department of Commerce, manufactured housing costs approximate $28.94 per square foot, compared to $61.47 per square foot for site-built housing. Manufactured homes are typically sold with major free-standing appliances like stoves and refrigerators, window treatments, wall coverings and other features that are usually 3 8 not included in site-built homes. Consumers can add the cost of these items in their finance package, reducing their move-in costs. The traditional market segment in which manufactured housing is most competitive includes consumers with household incomes under $40,000. This segment has a high representation of young single persons and married couples, as well as elderly or retired persons. These consumers are attracted by the comparatively low cost of fully or partially furnished housing, together with the low down payment requirements and the relative ease of financing. In addition, persons in rural areas, where fewer housing alternatives exist, and those who presently live in manufactured homes make up a significant portion of the demand for new manufactured housing. We believe that a much larger market may exist in urban and suburban areas, including apartment dwellers and persons who have traditionally purchased low-priced site-built homes. The recent strength of the homebuilding market in general is affected by a number of different factors, including consumer confidence, job creation, interest rates, general economic growth and overall affordability of housing. In addition, demographic trends, such as changes in population growth, and competition affect the demand for housing products. The strength of the manufactured housing industry, in particular, can be attributed to the following factors, which have resulted in manufactured housing shipments growing since 1991 at twice the rate of the overall homebuilding market: -- Favorable demographics. The industry has benefitted from a number of different demographic shifts which are increasing the demand for manufactured homes. A growing retiree and empty nester population and increased immigrant home ownership are driving demand from these two important customer bases. Furthermore, we believe that increases in the number of people with vacation and second homes are contributing to higher demand for manufactured homes. A strong economy and job growth in the Sunbelt region of the U.S. has created a more robust market in this region, which has been the strongest region in the country for manufactured homes. -- Credit availability. The amount of credit available to purchasers of manufactured homes has increased significantly in the last ten years. Purchasers have further benefitted from more favorable loan terms, such as extended loan lives and lower down payment requirements. -- Shift in product characteristics. We believe that manufactured homes enjoy greater acceptability and improved image today than they have in the past. Part of this can be attributed to the emergence of higher quality, larger homes which have all the features and amenities of many site-built homes, but with a substantial price advantage. PRODUCTS Manufactured homes are usually single-family dwellings, built in sections in a controlled factory environment. They can be installed on private land or in a community park. Homes usually consist of one, two or three sections, also known as floors. Champion has increased its mix of multi-section homes over the past six years, from 46% of our wholesale shipments in 1992 to 63% of our wholesale shipments in 1998, which reflects sales to a broader customer base. According to data reported by the National Conference of States on Building Codes and Standards ("NCSBCS"), the industry's U.S. multi-section mix was 61% in 1998, compared to 58% in 1997. Approximately 97% of our homes produced in 1998 were manufactured in accordance with standards for manufactured homes adopted by the U.S. Department of Housing and Urban Development ("HUD"), known as "HUD code" homes. The remaining 3% of the homes we produced were manufactured in Canada or were "modular homes." Homes produced in Canada are constructed in accordance with applicable Canadian building standards. Modular homes are designed to meet local building codes. The chief components and products used in manufactured housing are generally the same kind and quality as those used by other housing builders, including conventional site builders. 4 9 We produce a broad range of single-section and multi-section homes under various trade names and brand names and in a variety of floor plans and price ranges. Our manufactured homes generally range in size from 800 to 2,300 square feet, but some are as large as 6,100 square feet. These homes typically include two to four bedrooms, a living room or family room, dining room, kitchen and two full bathrooms. During 1998, the average wholesale price of our homes was $27,000. Wholesale prices range from $10,000 to over $100,000. During 1998 our average retail selling price at our company-operated retail sales centers was $45,100 per new home. Retail sales prices of the homes, without land, generally range from $15,000 to over $150,000, depending upon size, floor plan, features and options. PRODUCTION Our homes are constructed in indoor facilities using an assembly-line process employing approximately 150 to 250 production employees at each facility. The homes are manufactured in one or more sections on a permanently affixed steel support chassis. Other constructed and purchased components are then added and the home is subject to a final quality control inspection. The efficiency of the assembly-line process, protection from the elements of weather and quantity discounts resulting from increased purchasing power enable us to produce homes in one to two days at substantially less cost than conventional site-built housing. Although manufactured homes can be produced throughout the year in indoor facilities, demand for homes is usually affected by inclement weather and by the cold winter months in northern areas of the U.S. and in Canada. Our production schedule is based upon orders we receive from retailers either in response to specific customer orders or for display home purposes. Before scheduling homes for production, orders and availability of financing are confirmed with the retailer and floor plan lender. Orders are generally filled within 90 days of receipt, depending upon the level of unfilled orders and requested delivery dates. Since we produce homes to fill existing wholesale and retail orders, our manufacturing plants generally do not carry finished goods inventories except for homes awaiting delivery and they typically only maintain a one to three weeks' supply of raw materials. INDEPENDENT RETAILERS During 1998, 89% of our wholesale shipments of homes were made to approximately 3,500 independent retail locations throughout the U.S. and western Canada. Some independent retailers operate multiple sales centers. As is common in the industry, our independent retailers may sell manufactured homes produced by other manufacturers in addition to those produced by us. In 1998, no single independent retailer or distributor accounted for more than 5% of our manufacturing sales. The majority of independent retailer home purchases are financed by lending institutions on a floor plan basis secured by a lien on such homes. The manufacturing facilities generally receive payment from the lending institutions 7 to 15 days after homes are sold to independent retailers. In accordance with trade practice, we enter into various repurchase agreements with the lending institutions providing retailer floor plan financing, as is more fully described in Note 10 of Notes to Consolidated Financial Statements, incorporated by reference in this prospectus. We continually seek to increase sales at existing independent retailers by increasing throughput of our homes, as well as by finding new independent retailers to carry our homes. During the second half of 1998 we introduced the "Alliance of Champions" marketing program for selected Champion independent retailers that have a record of success and a commitment to growth. The Alliance program is designed to support the independent retailer in expanding his business and improving the retail buying experience. The program assures Alliance participants a supply of a broad range of quality homes from Champion's manufacturing facilities. Additional benefits available to Alliance members are access to wholesale and retail finance packages from third-party lenders and availability of enhanced marketing programs. COMPANY-OPERATED RETAIL SALES CENTERS As a result of the acquisition of 16 retail organizations during 1998 and through the first half of 1999, as well as internal expansions, we operated 282 retail sales locations in 28 states at July 3, 1999, compared to 22 sales locations at January 3, 1998. Our retail sales in 1998 totaled $562 million, compared to $61 million in 5 10 1997. Purchases by company-operated retailers accounted for 14% of our wholesale home shipments during the first half of 1999, up from 11% for the fiscal year ended 1998. Of the total new homes sold by company-operated retailers in 1999, 60% were produced by us. Each of our retail companies does business autonomously under its own name and carries and sells homes based on availability from suppliers and marketability for their local area. Some of the retail locations acquired in 1998 sell homes primarily produced by us while others sell principally or exclusively non-Champion homes. We encourage our retailers to source home models on a competitive basis from a variety of manufacturers, including Champion. Our retail sales centers generally range in size from one and one-half acre to four acres, although some locations are up to 10 acres. Each sales center has a sales office and a variety of model homes of various sizes, and offers various floor plans, features and prices. Customers may purchase a home from an inventory of homes maintained at the location, including the model homes, or may order a home that will be built at a manufacturing facility. Many sales centers also sell pre-owned homes that are obtained through trade-ins or repossessions from financial institutions. Our retail centers generally finance their inventories of homes under floor plan financing arrangements similar to those discussed above under "Independent Retailers." Our retail sales centers are usually located on a main road or highway for high visibility. Model homes may be displayed in a residential setting with sidewalks and landscaping. Each sales center usually employs a manager and three or four commissioned salespersons. We use radio and television advertising in areas where we have a concentration of sales centers. Most retail customers finance the purchase of their home through a lending institution. The sales center often assists in arranging financing and insurance on the home, for which a fee is received. The sales centers may also sell additional items in connection with the sale of the home, such as central air conditioning, decks, skirting and other appliances. In addition, retailers often arrange for necessary permits and utility connections. COMPETITION The manufactured housing industry is highly competitive at both the manufacturing and retail levels, with competition based upon several factors, including price, product features, reputation for service and quality, depth of field inventory, promotion, merchandising and retailer and retail customer financing terms. In addition, manufactured homes compete with other forms of low-cost housing, including site-built, prefabricated and modular homes, apartments, townhouses and condominiums. According to NCSBCS, in 1998 there were approximately 89 producers of manufactured homes in the U.S. operating an estimated 330 production facilities. In 1998, the top four companies had combined market share of approximately 54%, according to data from a survey by Manufactured Home Merchandiser. Based on industry data reported by NCSBCS, in 1998 our U.S. wholesale market share of HUD code homes sold was 18.3%, up from 17.7% in 1997. By the end of the first half of 1999, our U.S. wholesale market share was over 20%, including Homes of Merit which we acquired in January 1999. On the retail side, there are an estimated 7,500 retail locations throughout the U.S. We sell our homes through approximately 3,500 independent retail locations as well as through our company-operated retail centers, which totaled 282 at July 3, 1999. 6 11 RISK FACTORS In addition to the other information contained in, or incorporated by reference into, this prospectus, you should consider the following factors before deciding to tender your original notes in the exchange offer. THE CYCLICAL AND SEASONAL NATURE OF THE HOUSING MARKET MAY CAUSE FLUCTUATIONS IN OPERATING RESULTS. The housing market historically has been highly cyclical and seasonal and subject to volatility in quarterly operating results. The housing market is influenced by many national and regional economic and demographic factors, including consumer confidence, interest rates, availability of financing, regional population and employment trends and general economic conditions, including recessions. The housing industry generally experiences lower sales in the first and fourth calendar quarters of the year primarily as a result of the effect of adverse weather on construction, manufacturing, distribution and sales efforts, as well as retail sales and setups. We may, in certain periods, be affected by these economic and seasonal trends. We cannot assure you that the housing market will not experience future declines or that such declines will not have a material adverse effect on us. OUR FUTURE RESULTS OF OPERATIONS ARE DEPENDENT UPON OUR ABILITY TO ASSIMILATE THE OPERATIONS OF ACQUISITIONS. During the past five years we have significantly expanded our manufactured housing production operations through acquisitions, with nine acquisitions of manufactured housing companies since 1994. We have also significantly expanded our retail operations. We had 282 retail sales locations in 28 states as of July 3, 1999, compared to 22 sales locations at January 3, 1998. Our future results of operations are dependent, in part, upon the ability of our management to assimilate the operations of recent acquisitions, as well as any future acquisitions and to oversee these expanded operations. Our ability to manage these and any future acquisitions will depend upon a number of factors, including our capital resources, our ability to retain key employees and our ability to control operating and production costs. We cannot assure you that we will be successful in these efforts or that these efforts may not in certain circumstances adversely affect our operating results. WE DEPEND ON INDEPENDENT RETAILERS. During 1998, 89% of our wholesale shipments of homes were made to approximately 3,500 independent retail locations throughout the U.S. and western Canada. Some independent retailers operate multiple sales centers. As is common in the industry, our independent retailers may sell manufactured homes produced by other manufacturers in addition to those produced by us. While we believe that our relations with our independent retailers are generally good, our relationships with our retailers are cancellable on short notice by either party, and we cannot assure you that we will be able to maintain these relations, that these retailers will continue to sell our homes or that we will be able to attract and retain quality independent retailers. OUR SALES DEPEND ON THE AVAILABILITY OF RETAILER AND CONSUMER FINANCING. Our retailers and the retail purchasers of our homes normally secure financing from third-party lenders. The availability, interest rate and other costs of such financing are dependent on the lending practices of financial institutions, governmental policies and economic and other conditions, all of which are beyond our control. Interest rates for manufactured home loans are generally higher, and the terms of these loans shorter, than loans for site-built homes. Additionally, manufactured home financing is at times more difficult to obtain than conventional home mortgages. There can be no assurance that affordable wholesale or retail financing for manufactured homes will continue to be available on a widespread basis. If such financing were to become unavailable, such unavailability could have a material adverse effect on our results of operations. WE COULD BE ADVERSELY IMPACTED BY CONTINGENT LIABILITIES. As is customary in the manufactured housing industry, most retailers finance their purchases through floor plan arrangements under which a financial institution provides the retailer with a loan for the purchase price of the home and maintains a security interest in the home as collateral. In connection with a floor plan 7 12 arrangement, the financial institution which provides the retailer financing customarily requires us to enter into a separate repurchase agreement with the financial institution under which we are obligated, upon default by the retailer and repossession by the financial institution, to repurchase a home in an amount equal to the unpaid loan balance for the home, plus certain administrative and handling expenses, reduced by the amount of any damage to the home. The maximum potential repurchase obligation at July 3, 1999 was $900 million, exclusive of any resale value. Losses incurred in connection with these agreements in recent years have been immaterial and estimated losses are provided for currently. In 1998, Champion repurchased 165 homes and recorded a loss on resale of approximately $120,000 in connection with these repurchases. We cannot assure you that we will not suffer losses with respect to, and as a consequence of, these financing arrangements. OUR GROWTH MAY BE LIMITED BY THE AVAILABILITY OF MANUFACTURED HOUSING SITES. Any limitation on the growth of the number of sites for placement of manufactured homes or on the operation of manufactured housing communities could adversely affect the manufactured housing business. Manufactured housing communities and individual home placements are subject to local zoning ordinances and other local regulations relating to utility service and construction of roadways. In the past, property owners often have resisted the adoption of zoning ordinances permitting the location of manufactured homes in residential areas, which we believe has adversely affected the growth of the industry. We cannot assure you that manufactured homes will receive widespread acceptance or that localities will adopt zoning ordinances permitting the location of manufactured home areas. The inability of the manufactured home industry to gain such acceptance and zoning ordinances could have a material adverse effect on our results of operations. USE OF PROCEEDS We will not receive any proceeds from the exchange offer. In consideration for issuing the exchange notes, you will surrender to us in exchange original notes of like principal amount, the terms of which are identical in all material respects to the exchange notes. The original notes surrendered in exchange for exchange notes will be retired and canceled and cannot be reissued. On May 3, 1999, we issued and sold the original notes. We used the net proceeds of that offering, which were approximately $197.3 million, primarily to reduce borrowings under our bank credit facility. 8 13 CAPITALIZATION The following table sets forth the actual consolidated capitalization of Champion as of July 3, 1999 after the use of the net proceeds from the initial offering of the notes. This table should be read in conjunction with "Use of Proceeds" and the Consolidated Financial Statements of Champion and the notes thereto incorporated by reference in this prospectus.
(IN THOUSANDS EXCEPT PAR VALUE) ------------- Liabilities and shareholders' equity Current liabilities: Notes payable to bank..................................... $ 7,000 Floor plan payable........................................ 147,938 Accounts payable.......................................... 68,880 Other current liabilities................................. 217,603 ---------- Total current liabilities.............................. 441,421 ---------- Long-term debt: 7 5/8% Notes Due May 15, 2009............................. 200,000 Other long-term debt...................................... 23,370 Deferred portion of purchase price.......................... 34,700 Other long-term liabilities................................. 64,095 Shareholders' equity: Preferred stock, no par value; 5,000 shares authorized; no shares issued and outstanding.......................... -- Common stock, $1 par value; 120,000 authorized; 48,577 issued and outstanding................................. 48,577 Capital in excess of par value............................ 44,655 Retained earnings......................................... 365,319 Foreign currency translation adjustments.................. (989) ---------- Total shareholders' equity............................. 457,562 ---------- Total liabilities and shareholders' equity.................. $1,221,148 ==========
9 14 SELECTED FINANCIAL DATA The following table sets forth selected financial data for Champion for each of the fiscal years ended December 31, 1994, December 30, 1995, December 28, 1996, January 3, 1998 and January 2, 1999. The selected financial data as of and for each of the five fiscal years then ended have been derived from our Consolidated Financial Statements, which have been audited by PricewaterhouseCoopers LLP, independent accountants. You should read this data in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements of Champion and the notes thereto incorporated by reference in this prospectus. The selected financial data as of and for the six months ended July 4, 1998 and July 3, 1999 have been derived from our unaudited consolidated financial statements. In the opinion of management, the interim consolidated financial statements include all adjustments necessary for a fair presentation of the results of operations, financial position and cash flow for those periods. The results for the six months ended July 3, 1999 are not necessarily indicative of results that may be expected for the entire fiscal year.
FISCAL YEAR SIX MONTHS ENDED -------------------------------------------------------------- ----------------------- 1994 1995 1996 1997 1998 1998 1999 ---- ---- ---- ---- ---- ---- ---- (DOLLARS IN THOUSANDS) INCOME STATEMENT DATA Net sales Manufacturing...................... $1,088,381 $1,346,685 $1,572,427 $1,652,229 $1,898,596 $ 918,818 $1,034,114 Retail............................. 34,702 27,200 33,202 60,624 561,659 210,707 400,149 Less intercompany................ (22,600) (18,800) (22,800) (37,800) (206,000) (84,000) (145,000) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net sales............................ 1,100,483 1,355,085 1,582,829 1,675,053 2,254,255 1,045,525 1,289,263 Cost of sales........................ 942,259 1,151,012 1,338,800 1,423,595 1,852,676 866,906 1,054,529 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Gross margin......................... 158,224 204,073 244,029 251,458 401,579 178,619 234,734 Selling, general and administrative expenses........................... 89,289 112,396 130,629 135,028 231,295 101,682 139,926 Nonrecurring merger and other charges............................ 2,700 -- 22,000 -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income..................... 66,235 91,677 91,400 116,430 170,284 76,937 94,808 Net interest income (expense)........ 673 298 525 941 (13,486) (4,590) (12,229) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Pretax income-continuing operations......................... $ 66,908 $ 91,975 $ 91,925 $ 117,371 $ 156,798 $ 72,347 $ 82,579 ========== ========== ========== ========== ========== ========== ========== Income-continuing operations......... $ 43,808 $ 54,475 $ 52,225 $ 70,771 $ 94,198 $ 43,447 $ 50,379 Income-discontinued operations....... 3,230 1,810 1,361 4,500 -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income........................... $ 47,038 $ 56,285 $ 53,586 $ 75,271 $ 94,198 $ 43,447 $ 50,379 ========== ========== ========== ========== ========== ========== ========== OTHER FINANCIAL DATA EBITDA............................... $ 77,023 $ 102,971 $ 127,863 $ 133,521 $ 197,195 $ 89,790 $ 113,079 Ratio of earnings to fixed charges... 33.1x 26.3x 29.1x 91.4x 9.7x 12.8x 6.3x Depreciation and amortization........ $ 8,088 $ 11,294 $ 14,463 $ 17,091 $ 26,911 $ 12,853 $ 18,271 Capital expenditures................. $ 18,762 $ 19,854 $ 50,094 $ 38,266 $ 49,120 $ 21,814 $ 31,537 BALANCE SHEET DATA (end of period) Net property, plant and equipment.... $ 59,783 $ 75,271 $ 119,994 $ 143,519 $ 190,963 $ 171,340 $ 216,083 Total assets......................... 290,090 367,872 461,222 501,250 1,021,672 934,274 1,221,148 Long-term debt....................... 2,536 1,685 1,158 1,813 121,629 3,552 223,370 Shareholders' equity................. $ 133,266 $ 176,142 $ 226,634 $ 280,416 $ 405,246 $ 349,111 $ 457,562 OTHER STATISTICAL INFORMATION Number of employees end of period.... 7,600 8,700 10,700 11,300 14,000 12,000 15,000 Homes sold -- Wholesale....................... 44,453 53,955 61,796 64,285 70,359 34,631 37,990 Retail -- new...................... 644 477 541 983 11,738 4,545 8,176 Retail -- pre-owned................ 51 36 28 87 2,867 1,005 2,086 Wholesale multi-section mix.......... 54% 54% 56% 58% 63% 61% 65%
10 15 The 1996 merger with Redman Industries, Inc., which was accounted for as a pooling of interests, required all prior years to be restated to include Redman's results. See the Notes to our Consolidated Financial Statements incorporated by reference in this prospectus for information regarding the merger with Redman and discontinued operations. EBITDA is defined as operating income before nonrecurring charges plus depreciation and amortization. We have included EBITDA because it is used by certain investors as a measure of our operating performance. EBITDA is not required under generally accepted accounting principles and should not be considered an alternative to net income or any other measure of performance required by generally accepted accounting principles. EBITDA should also not be used as a measure of liquidity or cash flows under generally accepted accounting principles. SEPARATE FINANCIAL STATEMENTS OF GUARANTOR SUBSIDIARIES Substantially all the Company's subsidiaries are guarantors of indebtedness under the $200 million senior notes. Separate financial statements for each guarantor subsidiary are not included in this filing because each guarantor subsidiary is fully, unconditionally, jointly and severally liable for the senior notes. In addition, the aggregate total assets and pretax income of and the Company's net investment in the nonguarantor subsidiaries is not material to the consolidated totals of the Company. 11 16 THE EXCHANGE OFFER TERMS OF THE EXCHANGE OFFER Upon the terms and conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange original notes which are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term "expiration date" means 5:00 p.m., New York City time, on , 1999. However, if we, in our sole discretion, have extended the period of time for which the exchange offer is open, the term "expiration date" means the latest time and date to which we extend the exchange offer. As of the date of this prospectus, $200 million aggregate principal amount of the original notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about, , 1999, to all holders of original notes known to us. Our obligation to accept original notes for exchange pursuant to the exchange offer is subject to the conditions set forth below under "-- Conditions to the Exchange Offer." We reserve the right to extend the period of time during which the exchange offer is open. If we extend the exchange offer by giving oral or written notice of an extension to the holders of original notes as described below, we will delay acceptance for exchange of any original notes. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any original notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer. Original notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple of $1,000. We reserve the right to amend or terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified below under "-- Conditions to the Exchange Offer." We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as promptly as practicable. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time on the date of the extension. Our acceptance of the tender of original notes by a tendering holder will form a binding agreement upon the terms and subject to the conditions provided in this prospectus and in the accompanying letter of transmittal. PROCEDURES FOR TENDERING Except as described below, a tendering holder must deliver to The First National Bank of Chicago, the exchange agent, on or before the expiration date: (1) certificates for the original notes or confirmation of book-entry transfer of the original notes under the procedures specified in "-- Book-Entry Transfer" below, and (2) a letter of transmittal, properly completed and executed, with all other documents required by the letter of transmittal. The method of delivery of original notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or original notes to us. If you are a beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in book-entry transfer 12 17 facility system of The Depository Trust Company (DTC) may make book-entry delivery of the original notes by causing the DTC to transfer the original notes into the exchange agent's account. Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the original notes surrendered for exchange are tendered: -- by a registered holder of the original notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal, or -- for the account of an "eligible institution." If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be made by an "eligible institution." An "eligible institution" is a financial institution -- including most banks, savings and loan associations and brokerage houses -- that is a participant in the Securities Transfer Agents Medallion Program. We will determine in our sole discretion all questions as to the validity, form and eligibility of original notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the right to reject any particular original note not properly tendered or any acceptance which might, in our judgment or our counsel's judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular original note either before or after the expiration date, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular original note either before or after the expiration date, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within a reasonable period of time. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of original notes. Nor will we, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity. If the letter of transmittal is signed by a person other than the registered holder of original notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The original notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the original notes must be signed exactly as the name of any registered holder appears on the original notes. If the letter of transmittal or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted. By tendering, each holder will represent to us that, among other things, -- the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder, and -- neither the holder nor any other person acting on behalf of the holder has any arrangement or understanding with any person to participate in the distribution of the exchange notes. In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the exchange notes. If any holder or other person acting on behalf of the holder is an "affiliate" of ours, as defined under Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the exchange notes that holder or other person can not rely on the applicable interpretations of the staff of the SEC and must comply with the 13 18 registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution." ACCEPTANCE OF ORIGINAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered. We will issue the exchange notes promptly after acceptance of the original notes. See "-- Conditions to the Exchange Offer" below. For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice. For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the tendered original note. The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid on the original notes, from May 3, 1999. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from May 3, 1999. Original notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of original notes whose original notes are accepted for exchange will not receive any payment for accrued interest on the original notes otherwise payable on any interest payment date the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the original notes. In all cases, issuance of exchange notes for original notes will be made only after timely receipt by the exchange agent of: -- certificates for the original notes, or a timely book-entry confirmation of the original notes, into the exchange agent's account at the book-entry transfer facility, -- a properly completed and duly executed letter of transmittal, and -- all other required documents. Unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes. In the case of original notes tendered by book-entry transfer pursuant to the book-entry procedures described below, the non-exchanged original notes will be credited to an account maintained with the book-entry transfer facility, as promptly as practicable after the expiration or termination of the exchange offer. BOOK-ENTRY TRANSFER The exchange agent will make a request to establish an account for the original notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of original notes by causing the book-entry transfer facility to transfer the original notes into the exchange agent's account at the facility. However, the letter of transmittal or a facsimile of the letter of transmittal, with any required signature guarantees and any other required documents, must be delivered to the exchange agent on or before the expiration date, unless the holder has strictly complied with the guaranteed delivery procedures described below. 14 19 GUARANTEED DELIVERY PROCEDURES If a registered holder of original notes desires to tender the original notes, and the original notes are not immediately available, or time will not permit the holder's original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be made if: -- the tender is made through an eligible institution; -- prior to the expiration date, the exchange agent received from an eligible institution a properly completed and duly executed letter of transmittal, or a facsimile of the letter of transmittal, and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, (a) setting forth the name and address of the holder of original notes and the amount of original notes tendered, (b) stating that the tender is being made, (c) guaranteeing that within three New York Stock Exchange (NYSE) trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and (d) the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the expiration date. WITHDRAWAL RIGHTS Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, set forth below under "-- Exchange Agent" before 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must: -- specify the name of the person, referred to as the depositor, having tendered the original notes to be withdrawn; -- identify the notes to be withdrawn, including the certificate number or numbers and principal amount of the original notes; -- contain a statement that the holder is withdrawing his election to have the original notes exchanged; -- be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of the original notes in the name of the person withdrawing the tender; and -- specify the name in which the original notes are registered, if different from that of the depositor. If original notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination shall be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the original notes so withdrawn are validly retendered. Any original notes that have been tendered for exchange, but which 15 20 are not exchanged for any reason, will be returned to the tendering holder without cost to the holder. In the case of original notes tendered by book-entry transfer, the original notes will be credited to an account maintained with the book-entry transfer facility for the original notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described under "-- Procedures for Tendering" above at any time on or before 5:00 p.m., New York City time, on the expiration date. CONDITIONS TO THE EXCHANGE OFFER Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes, and may terminate or amend the exchange offer, if at any time before the acceptance of the original notes for exchange or the exchange of the exchange notes for the original notes, any of the following events shall occur: -- there shall be threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission (1) seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result of such transaction or (2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes pursuant to the exchange offer; or any statute, rule, regulation, order or injunction shall be sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any governmental authority, domestic or foreign, or any action shall have been taken, proposed or threatened, by any governmental authority, domestic or foreign, that in our sole judgment might directly or indirectly result in any of the consequences referred to in clauses (1) or (2) above or, in our sole judgment, might result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the exchange offer; or -- there shall have occurred: (1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; (2) any limitation by a governmental authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer; (3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or (4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening of such calamities; or -- any change, or any development involving a prospective change, shall have occurred or be threatened in our business, properties, assets, liabilities, financial condition, operations, results of operations or prospects and those of our subsidiaries taken as a whole that, in our sole judgment, is or may be adverse to us, or we shall have become aware of facts that, in our sole judgment, have or may have an adverse impact on the value of the original notes or the exchange notes; which in our sole judgment in any case, and regardless of the circumstances, including any action by us, giving rise to any such condition, makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange. 16 21 These conditions to the exchange offer are to our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions, or may be waived by us in whole or in part in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right. In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at such time any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture under the Trust Indenture Act of 1939. EXCHANGE AGENT We have appointed The First National Bank of Chicago as the exchange agent for the exchange offer. You should direct all executed letters of transmittal to the exchange agent at the address set forth below. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows: DELIVERY TO: The First National Bank of Chicago, Exchange Agent BY HAND DELIVERY: BY OVERNIGHT DELIVERY OR REGISTERED OR CERTIFIED MAIL: The First National Bank of Chicago Registered Securities Processing The First National Bank of Chicago Unit -- Suite 0124 Registered Securities Processing Securities Processing Counter Unit -- Suite 0124 One North State Street, 9th Floor One First National Plaza Chicago, Illinois 60602 Chicago, Illinois 60670-0124
FOR INFORMATION CALL: (312) 407-1682 BY FACSIMILE TRANSMISSION (FOR ELIGIBLE INSTITUTIONS ONLY): (312) 407-1708 CONFIRM BY TELEPHONE: (312) 407-1682 IF YOU DELIVER THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMIT INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, THEN YOUR DELIVERY OR TRANSMISSION WILL NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL. FEES AND EXPENSES The principal solicitation for this exchange offer is being made by mail; however, additional solicitation may be made by telephone, facsimile or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any officers or employees who engage in this solicitation. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse reasonable out-of-pocket expenses incurred in connection with the exchange offer. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us. We estimate these expenses in the aggregate to be approximately $100,000. 17 22 ACCOUNTING TREATMENT We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes under generally accepted accounting principles. TRANSFER TAXES Holders who tender their original notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct us to register exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes. CONSEQUENCES OF EXCHANGING OR FAILING TO EXCHANGE ORIGINAL NOTES Holders of original notes who do not exchange their original notes for exchange notes pursuant to the exchange offer will continue to be subject to the provisions in the Indenture regarding transfer and exchange of the original notes and the restrictions on transfer of the original notes as set forth in the legend on the notes as a consequence of the issuance of the original notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the original notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. As discussed in "Exchange Offer; Registration Rights," we do not currently anticipate that we will register original notes under the Securities Act. Based on an interpretation of the Securities Act by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by holders of the exchange notes, other than any holder which is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders' business and the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes. However, the SEC has not specifically considered this exchange offer in the context of issuing a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer as in the other circumstances. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of ours, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes to be acquired in the exchange offer, that holder: (1) could not rely on the applicable interpretations of the staff of the SEC, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for original notes must acknowledge that the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution." In addition, to comply with state securities laws, the exchange notes may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification, with which there has been compliance, is available. The offer and sale of the exchange notes to "qualified institutional buyers," as defined under Rule 144A of the Securities Act, is generally exempt from registration or qualification under the state securities laws. We currently do not intend to register or qualify the sale of exchange notes in any state where an exemption from registration or qualification is required and not available. 18 23 FORWARD-LOOKING STATEMENTS This prospectus includes and incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, we and our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but are not limited to, various filings made by us with the SEC and press releases or oral statements made by our management. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions. These statements are contained in sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Company" and other sections of this prospectus and in the documents incorporated by reference in this prospectus. Certain statements included or incorporated by reference in this prospectus, including Champion's plans regarding its number of manufacturing facilities, capital expenditures, retail strategy, products and performance, views of industry prospects and anticipated demand for manufactured homes, and Champion's long-term goal of compound annual growth in earnings per share of 15% and its retail sales goal of $1 billion by the year 2000, could be construed to be forward-looking statements. In addition, Champion from time to time may publish other forward-looking statements. Such forward-looking statements are based on management's estimates, assumptions and projections and are subject to risks and uncertainties that could cause actual results to differ materially from the anticipated results or other expectations discussed in the forward-looking statements. Factors which could affect the forward-looking statements and Champion in particular include those discussed below. Long-term growth in the manufactured housing industry (wholesale and retail) may be affected by: (1) the relative cost of manufactured housing versus other forms of housing; (2) general economic trends, including inflation and unemployment rates, consumer confidence, job growth and interest rates; (3) changes in demographics, including new household formations and the number of Americans on fixed income; (4) the availability and cost of financing for manufactured homes; (5) changes in government regulations and policies, including HUD regulations, local building codes and zoning regulations; and (6) changes in regional markets and the U.S. economy as a whole. Short-term sales could be affected by inclement weather and inventory levels of manufactured housing retailers. Fluctuations in interest rates may affect the demand for manufactured housing to the extent that those changes reduce job growth, slow the U.S. economy, or cause a loss in consumer confidence. The profitability of Champion may also be affected by: (1) its ability to efficiently expand operations and to utilize production capacity; (2) its ability to pass increased raw material costs, particularly lumber, insulation and drywall costs, on to its customers; (3) market share position; (4) growth in the manufactured housing industry as a whole; (5) the results of its acquisitions; and (6) the strength of retail distribution. The risks and uncertainties that may affect us are more specifically described in "Risk Factors" in this prospectus and in our annual report on Form 10-K for the year ended January 2, 1999, which is incorporated by reference in this prospectus. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances. 19 24 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SIX MONTHS ENDED JULY 3, 1999 VERSUS SIX MONTHS ENDED JULY 4, 1998 OVERVIEW For the six months ended July 3, 1999, consolidated revenues grew 23% from a year ago due to higher wholesale volume, internal expansions and acquisitions completed in 1998 and 1999. Throughout 1998 Champion acquired 14 manufactured housing retail organizations and a home building facility. In January 1999 Champion completed the acquisitions of Homes of Merit, Florida's largest producer of manufactured homes, and Heartland Homes, a Texas housing retailer. In June 1999 the Company acquired Care Free Homes, Inc., a housing retailer headquartered in Utah. Total gross margin and selling, general and administrative expenses ("SG&A") rose in 1999 due to higher wholesale volume, acquisitions and expanded retail operations. As a percent of revenues, gross margin and SG&A increased due to expanded retail operations. In 1999 operating income increased 23% to $95 million, or 7.4% of sales, comparable to last year's six month margin percentage. Net income in 1999 increased 16% to $50 million, compared to $43 million in 1998 year-to-date. For the year-to-date period, income per diluted share rose 16% to $1.02, compared to $0.88 per diluted share in 1998. CONSOLIDATED
SIX MONTHS ENDED ---------------------------- JULY 3, 1999 JULY 4, 1998 % CHANGE ------------ ------------ -------- (DOLLARS IN MILLIONS) Net sales: Manufacturing................................... $1,034.1 $ 918.8 13% Retail.......................................... 400.2 210.7 90% Less: intercompany.............................. (145.0) (84.0) -------- -------- Total net sales................................... $1,289.3 $1,045.5 23% ======== ======== Gross margin...................................... $ 234.7 $ 178.6 31% SG&A.............................................. 139.9 101.7 38% -------- -------- Operating income.................................. $ 94.8 $ 76.9 23% ======== ======== As a percent of sales Gross margin.................................... 18.2% 17.1% SG&A............................................ 10.9% 9.7% Operating income................................ 7.4% 7.4%
MANUFACTURING OPERATIONS
SIX MONTHS ENDED ---------------------------- JULY 3, 1999 JULY 4, 1998 % CHANGE ------------ ------------ -------- (DOLLARS IN MILLIONS) Net sales (in millions)........................... $ 1,034.1 $ 918.8 13% Segment income (in millions)...................... $ 85.4 $ 79.5 7% Segment margin.................................... 8.3% 8.7% Homes sold........................................ 37,990 34,631 10% Floors sold....................................... 63,378 56,344 12% Multi-section mix................................. 65% 61% Average home price................................ $ 27,200 $ 26,500 3% Manufacturing facilities -- end of period......... 65 57 14%
20 25 Manufacturing revenues increased to $1 billion for the six months ended July 3, 1999, a 13% improvement over a year ago due to higher sales volume from existing operations and the inclusion of Homes of Merit. Wholesale home shipments and floors sold were up 10% and 12%, respectively, from a year earlier. A floor is a section of a home. A single-section home is comprised of one floor, while a multi-section home is comprised of two or more floors. Of the total wholesale shipments for the six months, 86% were to independent retailers and the remaining 14% were to company-operated sales centers. The wholesale multi-section mix was 65%, compared to 61% in the first half of 1998. Excluding Homes of Merit from both periods, Champion's wholesale shipments of homes and floors sold rose 3.5% and 5.0%, respectively, from a year earlier. According to data reported by the National Conference of States on Building Codes and Standards ("NCSBCS"), U.S. industry wholesale shipments for the first five months of 1999 increased 2.0% in homes and 4.7% in floors from the comparable 1998 period. For the year-to-date period, manufacturing segment income rose 7% to reach $85 million, or 8.3% of related sales. The decline in margin percentage was due to lower levels of unfilled orders in 1999 and rising material costs, particularly lumber and drywall. Although dealer orders can be cancelled at anytime without penalty, and unfilled orders are not necessarily an indication of future business, Champion's unfilled orders for wholesale housing at July 3, 1999 totaled approximately $59 million, compared to $100 million a year ago, which excluded Homes of Merit. Including six Homes of Merit plants, the Company now has 65 home building facilities, compared to 57 one year earlier. RETAIL OPERATIONS
SIX MONTHS ENDED ---------------------------- JULY 3, 1999 JULY 4, 1998 % CHANGE ------------ ------------ -------- (DOLLARS IN MILLIONS) Net sales (in millions)........................... $ 400.2 $ 210.7 90% Segment income (in millions)...................... $ 32.6 $ 20.9 56% Segment margin.................................... 8.1% 9.9% New homes sold.................................... 8,176 4,545 80% Pre-owned homes sold.............................. 2,086 1,005 108% Total homes sold.................................. 10,262 5,550 85% % Champion produced - new homes sold.............. 60% 44% Average new home price............................ $45,600 $44,200 3% Sales centers -- end of period.................... 282 188
Retail sales reached $400 million in the year-to-date period, almost double a year ago, due to expanded retail operations from acquisitions and internal expansions. At July 3, 1999 retail sales centers totaled 282 in 28 states, up from 188 locations a year ago and 246 at the beginning of the year. Of the 36 locations added during 1999, 16 were acquired upon the acquisitions of Heartland Homes and Care Free Homes and 20 net locations were added through internal expansions and minor acquisitions of other retail companies. Segment income, before inventory financing charges, was $33 million for the 1999 year-to-date period, rising 56% from the comparable 1998 six months. Operating margins represented 8.1% of related revenues and were affected by start-up and expansion costs for new sales locations, as well as lower margins at some of the minor acquisitions. In 1999 60% of new retail homes sold were produced by Champion facilities, compared to 44% in the comparable 1998 period. OTHER MATTERS During 1999 a non-cash accounting charge of approximately $4.4 million was recorded to eliminate the manufacturing profits in inventories of Champion produced homes at company-operated sales centers. This amount compares to $7.3 million a year ago. Interest expense was higher in 1999 due to increased amounts outstanding on Champion's line of credit, Senior Notes payable and floor plan payable. Income tax expense in 21 26 1999 increased due to higher pretax income. The effective tax rate was 39% in 1999, compared to 40% in 1998, as a result of lower state tax rates due to certain acquisitions. RESULTS OF OPERATIONS 1998 VERSUS 1997 OVERVIEW Champion Enterprises, Inc. is the leading producer and third largest retailer of manufactured housing in the U.S. In 1998, Champion led the U.S. manufactured housing industry in wholesale revenues and wholesale shipments of homes. As of February 10, 1999, Champion had 65 home building facilities in 18 states and western Canada and operated 264 retail sales centers in 28 states. Operating income from continuing operations rose 46% to $170 million and net sales rose 35% to approximately $2.3 billion. Income from continuing operations reached $94 million, or $1.91 per share, up 32% compared to $71 million, or $1.45 per share in 1997. Net income per share for 1998 of $1.91 was 24% higher than $1.54 in 1997, which included $0.09 per share of income from discontinued operations. Growth in 1998 was driven by higher manufacturing volume and the results of Champion's 1998 retail acquisitions. During 1998, Champion continued implementing its retail strategy, started in the second half of 1997, of acquiring key manufactured housing retailers and rapidly expanding their operations with a goal of at least $1 billion in annual retail sales by the year 2000. Related goals are to improve the retail buying experience for the home buyer and to enhance profits through better merchandising techniques, improved efficiencies, control of costs and improved home installation to reduce service costs. During 1998, Champion completed 15 retail acquisitions, including Heartland Homes Group, with nine sales centers in Texas, which was acquired on January 5, 1999. These acquired businesses operated a total of 172 sales centers. On January 4, 1999, Champion completed the acquisition of Homes of Merit, Inc., Florida's largest producer of manufactured homes, with six manufacturing facilities. The financial results of Homes of Merit and Heartland Homes are not included in Champion's 1998 financial statements or in this discussion. In February 1998, Champion completed its sale of the assets and business of Champion Motor Coach, Inc., its commercial vehicles business which manufactured mid-size buses. As a result, the commercial vehicles business is classified and discussed as discontinued operations for all periods reported in this offering circular. All earnings per share amounts referred to in this discussion are based on diluted earnings per share calculated in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share." Fiscal years 1998 and 1996 were each comprised of 52 weeks while 1997 was comprised of 53 weeks. CONSOLIDATED
1998 1997 % CHANGE ---- ---- -------- (IN MILLIONS) Net sales Manufacturing......................................... $1,898 $1,652 15% Retail................................................ 562 61 Less: intercompany.................................... (206) (38) ------ ------ Total net sales......................................... $2,254 $1,675 35% Gross margin............................................ $ 401 $ 251 60% SG&A.................................................... 231 135 71% ------ ------ Operating income........................................ $ 170 $ 116 46% As a percent of sales Gross margin.......................................... 17.8% 15.0% SG&A.................................................. 10.3% 8.1% Operating income...................................... 7.6% 7.0%
22 27 Gross margins in 1998 benefitted from higher wholesale volume, expanded retail operations, and the effects on margins of Champion owned retailers selling Champion produced homes. Selling, general and administrative expenses ("SG&A") increased due primarily to expanded retail operations. Margins in 1997 were unfavorably impacted by the restructuring of the product line at Redman's Indiana facilities, as well as low levels of unfilled orders in the first half of the year which also affected results at plants that started up in 1997. In 1997 Champion's retail segment was not material. Operating income in 1998 was comprised of the following (in millions):
PERCENT OF RELATED SALES ------------- Manufacturing segment.................................... $165 8.7% Retail segment........................................... 47 8.4% General corporate expenses............................... (23) Intercompany profit elimination.......................... (10) Amortization of goodwill................................. (9) ---- Operating income......................................... $170 7.6%
In 1998, non-cash accounting charges of $10.2 million were recorded to eliminate the manufacturing profits in inventories of Champion produced homes at company-operated sales centers. These charges are levied on pre-acquisition inventory that is sold and replaced by Champion produced homes, as well as any increases in Champion products, primarily due to opening new retail sales centers. MANUFACTURING OPERATIONS
1998 1997 % CHANGE ---- ---- -------- Net sales (in millions)............................. $ 1,898 $ 1,652 15% Homes sold.......................................... 70,359 64,285 9% Floors sold......................................... 115,519 102,468 13% Multi-section mix................................... 63% 58% Average home price.................................. $ 27,000 $ 25,700 5% Manufacturing facilities-year end................... 60 55 9%
Manufacturing revenues increased due to higher volume to independent and company-operated retailers, with wholesale home shipments and floors sold up 9% and 13%, respectively, from 1997 levels. Sales of multi-section homes rose 19%, comprising 63% of total homes sold compared to 58% last year, contributing to a higher average selling price per home. Wholesale shipments of single-section homes decreased 3% from a year ago. Wholesale shipments to company-operated home centers accounted for 11% of total homes sold in 1998. Champion's U.S. wholesale shipments of HUD code homes rose 9.2% from a year earlier, which resulted in a U.S. market share improvement to 18.3% from 17.7% in 1997. According to data reported by the NCSBCS, U.S. industry wholesale shipments of HUD code homes and floors increased 5.5% and 7.8%, respectively, from 1997 levels. Industry sales of multi-section homes rose 12% and single-section shipments decreased 3%. Segment margins were 8.7% of related sales as a result of higher volume and product mix and pricing. Higher levels of unfilled orders throughout 1998 allowed for production efficiencies. Margins in 1997 were hurt by restructuring at Redman's Indiana facility and low levels of unfilled orders in the first half of the year. Although retailer orders can be canceled at any time without penalty, and unfilled orders are not necessarily an indication of future business, Champion's unfilled wholesale orders for housing at January 2, 1999 totaled approximately $73 million, excluding Homes of Merit, compared to $42 million a year ago. Strong order activity around the country resulted in the increase. 23 28 During 1998, Champion constructed four manufacturing facilities and acquired one other. As of February 10, 1999, Champion had 65 home building facilities, including the six Homes of Merit plants and excluding a New York facility that was destroyed by a fire in January 1999. RETAIL OPERATIONS
1998 1997 ---- ---- Net sales (in millions).................................. $ 562 $ 61 New homes sold........................................... 11,738 983 Used homes sold.......................................... 2,867 87 % Champion produced-new homes sold....................... 49% 100% Average new home price................................... $45,100 $60,400 Company-operated sales centers-year end.................. 246 22
Retail sales substantially increased in 1998 due to the retail acquisitions completed throughout the year. The average selling price per home was higher in 1997 because of the large percentage of multi-section homes sold by Champion's single retail operation. Retail margins in 1998, excluding floor plan financing costs, were 8.4% of sales, and were the result of high volume, controlled fixed costs and inventory levels, and finance related and insurance income. Margins in 1998 were affected by startup and expansion costs, primarily in the second half of the year. During 1998 and through February 10, 1999, 70 new sales centers were added, of which 37 were greenfield start ups. OTHER MATTERS
1998 1997 ---- ---- (IN MILLIONS) Net interest expense (income)............................... $13.5 $(0.9) Income taxes................................................ $62.6 $46.6 Effective income tax rate................................... 40% 40% Income from discontinued operations......................... -- $ 4.5
Interest expense was higher in 1998 due to amounts outstanding on Champion's revolving line of credit and interest on floor plan obligations. Line of credit borrowings were used to finance retail acquisitions. The floor plan liabilities were used to finance retail inventories. In 1997 there were no borrowings on Champion's line of credit. Income tax expense increased in 1998 due to higher taxable income, with the effective tax rate comparable to last year. Discontinued operations in 1997 include the results of operations and the sale of the commercial vehicles business, and income from a previously disposed business. MANUFACTURED HOUSING INDUSTRY OUTLOOK The industry's retail home sales were flat in 1998 from 1997 levels, according to data reported by Statistical Surveys, Inc. Industry wholesale shipments of HUD code homes increased 5.5% in 1998, following a decrease of 3% in 1997 and increases of 7% in 1996, 12% in 1995 and 20% in 1994, according to data reported by NCSBCS. Analysts' estimates for 1999 industry U.S. wholesale home shipments range from down slightly to a 3% increase over 1998 levels. Through May 1999, industry U.S. wholesale shipments rose 2% in homes and 5% in floors. Management believes that in the remainder of 1999 wholesale shipments could suffer from the buildup of retail inventories that occurred during 1998. The economic fundamentals that affect the industry continue to remain favorable. Employment levels and consumer confidence are strong, financing remains available despite some recent tightening, and interest rates are stable. Improved product quality and design enables manufactured homes to compete directly with 24 29 site-built homes, resulting in a broader market for manufactured housing. Changing demographics and lifestyles have increased consumer interest in high value, low maintenance manufactured homes. U.S. industry wholesale shipments of HUD code homes totaled 372,843 in 1998, representing an estimated 30% of all new single-family homes sold in the U.S. Management believes that moderate changes in interest rates will not have a significant direct impact on demand for manufactured housing. However, to the extent that increased interest rates reduce job growth, slow the U.S. economy, or cause a loss in consumer confidence, demand for manufactured housing may be adversely affected. Long-term industry growth will be affected by, among other things, the relative cost of manufactured housing versus other forms of housing, including rental housing, general economic trends, changes in demographics including new household formation, the number of Americans on fixed incomes, and the availability and cost of financing. Changes in regional markets and the U.S. economy as a whole will continue to affect overall housing industry cycles. The retail segment of the industry is currently undergoing significant change, including consolidation (vertical integration) by large housing manufacturers as well as by other professionally managed organizations. Champion is a major consolidator of manufactured housing retailers. One of Champion's related goals is to improve the retail buying experience for the home buyer. RESULTS OF OPERATIONS 1997 VERSUS 1996 OVERVIEW In 1997, Champion led the manufactured housing industry in wholesale revenues and wholesale multi-section homes sold. In 1996, Champion merged with Redman Industries, Inc. in a combination that was accounted for as a pooling of interests. Therefore, the Consolidated Financial Statements and Management's Discussion and Analysis for 1996 are presented on a combined basis with Redman. Fiscal year 1997 was comprised of 53 weeks while 1996 was comprised of 52 weeks. Operating income from continuing operations rose 27% to $116 million and net sales rose 6% to approximately $1.7 billion. Income from continuing operations reached $71 million, or $1.45 per share, compared to $69 million, or $1.40 per share, before nonrecurring charges in 1996. During the second half of 1997, Champion announced its strategy to expand its manufactured housing operations by seeking acquisitions of key housing retailers in growth areas around the country. During 1997, Champion expanded its Lamplighter retail operations in the Northwest by acquiring or opening six new sales centers resulting in a year end total of 21 retail locations. In December 1997, Champion acquired Alpine Homes, Inc., a retailer in Colorado. Champion's 1997 retail sales rose to $61 million from $33 million in the prior year. 25 30 CONSOLIDATED
1997 1996 % CHANGE ---- ---- -------- (DOLLARS IN MILLIONS, EXCEPT AVERAGE HOME PRICE) Net sales Manufacturing...................................... $ 1,652 $ 1,573 5% Retail............................................. 61 33 Less: intercompany................................. (38) (23) -------- ------- Total net sales................................. $ 1,675 $ 1,583 6% Gross margin......................................... $ 251 $ 244 3% SG&A................................................. 135 131 3% Nonrecurring merger charges.......................... -- 22 -------- ------- Operating income..................................... $ 116 $ 91 27% As a percent of sales Gross margin....................................... 15.0% 15.4% SG&A............................................... 8.1% 8.3% Operating income................................... 7.0% 5.8% Wholesale Home shipments..................................... 64,285 61,796 4% Floors sold........................................ 102,468 96,839 6% Multi-section mix.................................. 58% 56% Average price...................................... $ 25,700 $25,400 1% New retail homes sold................................ 983 541
In 1997, Champion's U.S. wholesale shipments of HUD code homes increased 4.5% over 1996, while industry U.S. wholesale shipments were down 2.8% to 353,377 homes. Champion's HUD code floor shipments increased 6.6% in 1997 compared to a 1.0% increase for the U.S. industry. Net sales revenues increased by almost 6%, equivalent to the increase in floors sold. Increased shipments of multi-section homes contributed to the higher average selling price per home. Champion's multi-section mix for the year was comparable to the industry's 57.9%. Champion's U.S. wholesale market share in 1997 rose to 17.7% from 16.5% in 1996, based on data reported by NCSBCS. Gross margin and operating income percentages, excluding nonrecurring charges, slipped slightly as manufacturing costs rose, partially offset by lower material costs and SG&A expenses. Champion experienced lower levels of unfilled orders for much of the year, as retailers reduced inventories by an estimated 10% to 15% during the year. Lower unfilled orders, especially during the first two quarters, did not enable Champion's manufacturing plants to schedule production in a manner that could maximize utilization of direct labor and other productive resources. Additionally, during 1997 Champion opened six plants, increasing the number of manufactured home facilities at year end to 55. Because of lower unfilled orders, some of the new plants did not ramp up production as quickly as normal, which adversely affected margins. Material costs declined primarily because of additional purchasing power generated by Champion's merger with Redman. SG&A declined as a percent of sales due in part to the savings realized by closing the Redman corporate headquarters and combining corporate staffs. These savings were somewhat offset by higher regional and plant SG&A costs as some functions were decentralized. In the fourth quarter of 1996, Champion recorded a pretax charge of $22 million, or $16.8 million after tax ($0.34 per share), for the nonrecurring costs associated with the Redman merger. 26 31 OTHER MATTERS
1997 1996 ---- ---- (IN MILLIONS) Net interest income......................................... $ 0.9 $ 0.5 Income taxes................................................ $46.6 $39.7 Effective income tax rate................................... 40% 43% Income from discontinued operations......................... $ 4.5 $ 1.4
Net interest income increased in 1997 because of higher cash balances and no borrowings during the year on Champion's line of credit. Income tax expense increased in 1997 due to higher taxable income. The effective tax rate in 1996 was higher due to the nondeductible portion of the nonrecurring merger charges. Discontinued operations include the results of operations and the sale of the commercial vehicles business, and income from a previous disposed business. Commercial vehicles sales for 1997 were $60 million, resulting in operating income of $1.4 million. This income was offset by pretax charges of $1.3 million, which were recorded for certain valuation and other reserves established in connection with the sale of the business. In 1996, sales were $61 million and operating income was $2.4 million. In the fourth quarter of 1997, after tax income of $4.5 million, or $0.09 per share, was recognized from the collection of installment notes receivable and settlement of certain reserves that were established in connection with the 1993 disposal of a former Redman subsidiary. LIQUIDITY AND CAPITAL RESOURCES Cash balances totaled $29 million at July 3, 1999, compared to $24 million at January 2, 1999. During the year-to-date period, long-term debt increased $102 million, generally due to acquisitions, new plant construction and working capital needs. Net cash totaling $65 million was used for these acquisitions and for other acquisition related payments. Expenditures in 1999 included $32 million for capital improvements and $8.6 million for common stock repurchases. These stock buybacks, totaling 442,000 shares during the six months, were pursuant to a Board of Directors authorization for up to 3.0 million shares. Through July 21, 1999 more than 488,000 shares have been repurchased at a cost of $9.5 million. During the six months ended July 3, 1999, cash of $5 million was generated from stock option exercises and related tax benefits and $6 million from increased floor plan payables. Assets and liabilities increased during 1999 due to acquisitions and higher wholesale revenues in June 1999 as compared to December 1998. Accrued compensation and dealer discounts decreased during the first two quarters due to payments made under annual programs. At quarter end debt was 45% of total capital. Earnings before interest, taxes, depreciation and amortization totaled $113 million for 1999, up from $90 million a year ago. The Company has a five-year $325 million unsecured bank line of credit, which was completed in May 1998 and includes letters of credit. At quarter end Champion had $33 million of letters of credit outstanding and bank borrowings totaling $7 million were outstanding at July 3, 1999. On May 3, 1999 Champion completed an offering for $200 million of unsecured Senior Notes due May 15, 2009 with interest payable semi-annually at an annual rate of 7.625%. The net proceeds from the offering totaling $197 million were used to reduce bank debt and for general corporate purposes. Additional borrowings may be necessary during 1999 to fund acquisitions, common stock repurchases, and capital expenditures. Total 1999 expenditures of approximately $56 million are planned for new construction and expansions of manufacturing facilities and internal retail expansions. The Company believes that existing cash balances, cash flow from operations and additional availability under its line of credit are adequate to meet its anticipated financing needs, operating requirements, capital expenditures, common stock repurchases, and acquisitions in the foreseeable future. However, management may explore other opportunities to raise capital to finance growth. The registrant's long-term goals are to 27 32 increase earnings per share at a minimum compound annual growth rate of 15% and to reach $1 billion in retail revenues by the year 2000. Consistent with its plan to improve shareholder value through investments in sound operating businesses and common stock repurchases, the registrant does not plan to pay cash dividends in the near term. IMPACT OF INFLATION Inflation has not had a material effect on Champion's operations during the last three years. Commodity prices, including lumber, fluctuate; however, during periods of rising commodity prices Champion has been able to pass the increased costs to its customers in the form of surcharges and base price increases. YEAR 2000 ISSUE Champion began assessments in prior years to identify the work required to assure that its computer systems successfully operate after January 1, 2000. This review included analyzing software internally developed, software licensed from third parties and the Year 2000 status of significant suppliers, including wholesale and retail financing companies. It has been determined that a small portion of Champion's computer systems could be affected by the Year 2000 Issue. The process of replacing or modifying such software and hardware was started in 1997 and remaining changes are expected to be completed by third quarter 1999. Costs incurred to date by Champion related to the Year 2000 Issue have been immaterial and were charged to expense as incurred. Remaining costs to make Champion's computer systems Year 2000 compliant are not expected to have a material effect on results of operations, liquidity or capital resources. Champion is dependent upon licensed software for a significant portion of its computer applications. It has been represented by these suppliers that such third-party software is Year 2000 compliant. Champion's operations are also dependent on an adequate supply of raw materials, energy and utilities, delivery services, and wholesale and retail financing. A variety of vendors are used for these products and services, and Champion is reviewing its major vendors to determine the potential impact of the Year 2000 Issue. Management is not aware of any significant problems with these vendors relating to this issue. In the event that certain suppliers are not Year 2000 compliant, Champion could be adversely affected. 28 33 MANAGEMENT DIRECTORS The following table sets forth certain information as of April 27, 1999, concerning the directors of Champion. Each director holds office until his or her successor is duly elected and qualified or until his or her resignation or removal, if earlier.
NAME AGE POSITION - ---- --- -------- Walter R. Young................................ 54 Chairman of the Board, President and Chief Executive Officer and Director Robert W. Anestis.............................. 53 Director Selwyn Isakow.................................. 47 Director Brian D. Jellison.............................. 53 Director Ellen R. Levine................................ 56 Director George R. Mrkonic.............................. 46 Director Robert L. Stark................................ 65 Director Carl L. Valdiserri............................. 62 Director
Walter R. Young has served as a director of Champion since 1990. He is Chairman of the Board of Directors, President and Chief Executive Officer of Champion. Mr. Young was named President and Chief Executive Officer in 1990 and became the Chairman of the Board in 1992. For 31 years in a variety of industries, Mr. Young has been a performance-driven leader, who faces issues and is a catalyst for change. Robert W. Anestis has served as a director of Champion since 1991. On January 1, 1999, he became the Chairman, President and Chief Executive Officer of Florida East Coast Industries, Inc. ("FECI"), headquartered in St. Augustine, Florida. FECI is engaged in the railroad and commercial real estate business. During the preceding five years, he was the President of Anestis & Company, an investment banking and financial advisory firm located in Westport, Connecticut. Mr. Anestis, who has been in the industry 11 years, brings merger and acquisition expertise, strategic planning and policy experience with a strong legal and financial background to the Board. Selwyn Isakow has served as a director of Champion since 1991. He is President of The Oxford Investment Group, Inc., a merchant banking and corporate development firm located in Bloomfield Hills, Michigan. Mr. Isakow is also a director of Ramco-Gershenson Properties Trust, Oxford Automotive, Inc., and the Bank of Bloomfield Hills. Mr. Isakow brings expertise in the areas of mergers and acquisitions, strategic planning, accounting and finance in multiple manufacturing and distribution industries. Brian D. Jellison joined Champion's Board on January 11, 1999. He is an Executive Vice President of Ingersoll-Rand Company, a major, diversified industrial equipment and components manufacturer, headquartered in Woodcliff Lake, New Jersey. From 1994 to 1998 Mr. Jellison was President of Ingersoll's Architectural Hardware Group. With a strong background in both manufacturing and marketing, Mr. Jellison brings 30 years of broad-based business experience to Champion's Board. Ellen R. Levine was elected to Champion's Board on March 5, 1999. She has been the Editor-In-Chief of Good Housekeeping magazine since October 1994. Previously, she served as the Editor-In-Chief of Redbook magazine from 1991 to 1994. Ms. Levine brings to Champion's Board excellent communication and marketing skills, particularly with brand recognition, which were acquired through 35 years of experience as a journalist. George R. Mrkonic has served as a director of Champion since 1994. He is Vice Chairman of Borders Group, Inc., a retailer of books and music located in Ann Arbor, Michigan. From November 1994 to January 1997, Mr. Mrkonic was also the President of Borders Group, Inc. Mr. Mrkonic is a director of Syntel, Inc. and Borders Group, Inc. Strengths that Mr. Mrkonic brings to Champion's Board include strategic vision, an operating mentality and a sense of urgency. 29 34 Robert L. Stark has served as a director of Champion since 1996. In 1997 he retired as the Dean of the University of Kansas Regents Center, Overland Park, Kansas. From 1958 until his retirement in March 1993, Mr. Stark served in various executive capacities at Hallmark Cards, Inc., a worldwide manufacturer of greeting cards and related products. Mr. Stark is a director of Payless Shoe Source, Inc. and a former director of Redman Industries, Inc. Mr. Stark brings over 35 years of broad-based business experience to Champion's Board including experience as Chief Operating Officer of a multi-billion dollar corporation and as a past and present director of publicly-traded corporations. Carl L. Valdiserri has served as a director of Champion since 1995. He is Chairman and Chief Executive Officer of Rouge Industries, Inc., an integrated steel manufacturer located in Dearborn, Michigan. Mr. Valdiserri is also a director of Rouge Industries, Inc. Mr. Valdiserri brings to the Board operating management perspective and experience that was acquired through 40 years of progressively challenging assignments at several integrated steel companies. EXECUTIVE OFFICERS The following table sets forth certain information as of April 27, 1999, concerning the executive officers of Champion.
NAME AGE POSITION - ---- --- -------- Walter R. Young...................................... 54 Chairman of the Board, President and Chief Executive Officer Joseph H. Stegmayer.................................. 48 Executive Vice President, Chief Strategic and Financial Officer Philip C. Surles..................................... 57 Chief Operating Officer M. Mark Cole......................................... 37 President, Retail Operations Donald D. Williams................................... 54 Chief Marketing Officer John J. Collins, Jr. ................................ 47 Vice President, General Counsel and Secretary Richard P. Hevelhorst................................ 51 Vice President and Controller Carmel E. Thomas..................................... 39 Treasurer
Joseph H. Stegmayer joined Champion in January 1998 from Clayton Homes, Inc., a leading manufactured housing company, where for the previous five years he held various executive positions including President and Chief Operating Officer and Vice Chairman. Philip C. Surles joined Champion upon the October 1996 merger with Redman Industries, Inc., a leading manufactured housing company. Prior to his appointment to Chief Operating Officer in May 1997, he served as Champion's President, Southwestern Region and in various executive capacities with Redman for 20 years. M. Mark Cole joined Champion in January 1998 upon the acquisition of Southern Showcase Housing, Inc., a manufactured housing retailer, where he was President for eight years, and was promoted to the position of President, Retail Operations in September 1998. Donald D. Williams joined Champion in March 1999. Mr. Williams was most recently Executive Vice President and Account Managing Director at Young and Rubicam Brazil, overseeing Ford Motor Company's advertising, direct marketing and promotional activities in Brazil. From 1989 to 1996 he served as Executive Vice President, Group Director for Young and Rubicam Advertising Detroit. John J. Collins, Jr. joined Champion in March 1997. For the previous five years, he was Principal and Managing Director of Miller, Canfield, Paddock and Stone PLC, a law firm which provided legal services to Champion during 1997 and 1998, and was the Resident Director of one of its offices. Richard P. Hevelhorst joined Champion as Controller in May 1995 and was promoted to the position of Vice President and Controller in February 1999. Prior to joining Champion, he served as Treasurer and Chief Financial Officer of Evans Industries, Inc., a privately-held manufacturer, where he was employed for five years. 30 35 Carmel E. Thomas joined Champion in July 1998. Previously for the past five years she was Director of Finance/Assistant Treasurer of Difco Laboratories, Inc., a manufacturer of microbiology reagents. DESCRIPTION OF CERTAIN INDEBTEDNESS CREDIT AGREEMENT In May 1998, Champion entered into a five-year revolving credit agreement with a group of banks for an unsecured line of credit for $325 million, including $60 million of availability to cover letters of credit. At Champion's option, borrowings are subject to interest at either the bank's prime rate or the bank's Eurodollar rate plus 0.575% to 1.0%. Champion is subject to an annual commitment fee ranging from 0.15% to 0.25% on the entire facility and a fee for outstanding letters of credit. The agreement provides for annual reductions in the line of credit in September of each year, reducing the line to the following amounts: $275 million in 1999, $200 million in 2000 and $175 million in 2001. The agreement contains covenants which, among other things, limit additional indebtedness and require maintenance of certain financial ratios and minimum net worth. The weighted average interest rate on amounts borrowed at July 3, 1999 was 7.75%. FLOOR PLAN FINANCING As is customary in our industry, the majority of the homes purchased by our company-owned retailers are financed by third-party lending institutions which provide the retailer with a credit line for the purchase price of their inventory of homes secured by a lien on such homes. The credit line is used by the retailer to finance display models as well as to finance the initial purchase of a home from the manufacturer until the home buyer obtains permanent financing or otherwise pays the retailer for the home. At July 3, 1999, Champion's company-owned retailers had $147.9 million in outstanding floor plan financing. Champion does not guarantee this indebtedness and does not provide any additional collateral to secure the obligations of its company-owned retailers. In accordance with trade practice, we do enter into various repurchase agreements with those lending institutions providing wholesale floor plan financing to both our independent and our company-owned retailers. Under these repurchase agreements, we are obligated, upon default by the retailer and the repossession of a home by the lending institution, to repurchase the home from the lending institution at an amount equal to the unpaid loan balance for the home, plus certain administrative and handling expenses, reduced by the amount of any damage to the home. Any homes that we repurchase are then available for resale by us. DESCRIPTION OF THE NOTES The form and terms of the exchange notes and the original notes are identical in all material respects, except that transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes. The original notes are, and the exchange notes will be, issued under the Indenture, dated as of May 3, 1999, between Champion, its Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. References to the notes include the exchange notes unless the context otherwise requires. The terms of the notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939. This description of the notes contains definitions of terms that are used in the Indenture and are necessary to understand this section of the prospectus. In this section, "Champion" refers only to Champion Enterprises, Inc. and not to any of its subsidiaries. The Subsidiary Guarantors are A-1 Homes Group, Inc., Accent Mobil Homes, Inc., Alpine Homes, Inc., American Transport, Inc., Art Richter Insurance, Inc., Auburn Champ, Inc., Bryan Mobile Homes, Inc., Builders Credit Corporation, CAC Funding Corporation, Cal-Nel, Inc., Care Free Homes, Inc., Carnival Homes, Inc., Central Mississippi Manufactured Housing, Inc., Champion Financial Corporation, Champion 31 36 Home Builders Co., Champion Home Centers, Inc., Champion Home Communities, Inc., Champion Motor Coach, Inc., Chandeleur Homes, Inc., Cliff Ave. Investments, Inc., Colonial Housing, Inc., Country Estates Homes, Inc., Countryside Homes, Inc., Crest Ridge Homes, Inc., Crestpointe Financial Services, Inc., Dutch Housing, Inc., Factory Homes Outlet, Inc., Factory Outlet, Inc., Fleming County Industries, Inc., Gateway Acceptance Corp., Gateway Mobile & Modular Homes, Inc., Gateway Properties Corp., Gem Homes, Inc., Grand Manor, Inc., Heartland Homes, Inc., 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., Imperial Housing, Inc., Investment Housing, Inc., Iseman Corp., Jasper Mobile Homes, Inc., Kentuckybilt Homes, Inc., Lake Country Living, Inc., Lamplighter Homes, Inc., Lamplighter Homes (Oregon), Inc., M&J Southwest Development Corp., Manufactured Housing of Louisiana, Inc., Mobile Factory Outlet, Inc., Moduline International, Inc., Northstar Corporation, Philadelphia Housing Center, Inc., Premier Housing, Inc., Redman Business Trust, Redman Homes Management Company, Inc., Redman Homes, 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, Thomas Homes of Austin, Inc., Thomas Homes of Buda, Inc., Thomas Homes of Texas, Inc., Tom Terry Enterprises, Inc., Trading Post Mobile Homes, Inc., U.S.A. Mobile Homes, Inc., Victory Investment Company, Vidor Mobile Home Center, Inc., Western Homes Corporation, Whitworth Management, Inc. and Wright's Mobile Homes, Inc. The following description is only a summary of the material provisions of the Indenture. A summary of some of the definitions used is included in this prospectus under the heading "-- Certain Definitions." We urge you to read the Indenture because it, and not this description, defines your rights as holders of the notes. We have filed a copy of the Indenture as an exhibit to the registration statement which includes this prospectus. You may request a copy of the Indenture at our address set forth under the heading "Where You Can Find More Information." BRIEF DESCRIPTION OF THE EXCHANGE NOTES The exchange notes: -- are senior unsecured obligations of the Company guaranteed on a senior unsecured basis by the Subsidiary Guarantors; -- are equal in right of payment with all existing and future senior unsecured indebtedness of the Company; and -- are senior in right of payment to any future subordinated obligations of the Company. PRINCIPAL, MATURITY AND INTEREST The original notes were, and the exchange notes will be, issued initially in the principal amount of $200 million. The original notes were, and the exchange notes will be, issued in denominations of $1,000 and any integral multiple of $1,000. The notes will mature on May 15, 2009. Interest on the notes will accrue at the rate of 7 5/8% per annum and will be payable semiannually in arrears on May 15 and November 15 of each year, commencing on November 15, 1999. We will make each interest payment to the holders of record of the notes on the May 1 and November 1 immediately preceding such interest payment date. Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the original note surrendered for exchange. If no interest has been paid on the original note, interest will be paid on the exchange note from the date of the issuance of the original note. Holders whose original notes are accepted in the exchange offer will be deemed to have waived 32 37 their right to receive accrued interest on the original notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Additional interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. OPTIONAL REDEMPTION The Company, at its option, may at any time redeem all or any portion of the notes at a redemption price plus accrued interest to the date of redemption equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis points. "Treasury Yield" means, with respect to any redemption date applicable to the notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means, with respect to the notes, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes. "Independent Investment Banker" means, with respect to the notes offered hereby, Credit Suisse First Boston Corporation or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Comparable Treasury Price" means, with respect to any redemption date applicable to the notes, (i) the average of the applicable Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer" means, with respect to the notes offered hereby, each of Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary U.S. Government securities dealers in New York City (each a "Primary Treasury Dealer") appointed by the Trustee in consultation with the Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the notes, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the notes (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. Holders of the notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. RANKING The original notes are, and the exchange notes will be, senior unsecured obligations of the Company, will rank equal in right of payment with all existing and future senior unsecured indebtedness of the Company, will be senior in right of payment to all future subordinated indebtedness of the Company and will be guaranteed on a senior unsecured basis by the Subsidiary Guarantors. As of July 3, 1999, after giving application of the net proceeds from the original notes offering, the Company had, on a consolidated basis, $7.0 million of indebtedness outstanding under the Credit Facility and was able to borrow an additional $285 million under 33 38 the Credit Facility. All loans outstanding under the Credit Facility rank equal with the notes and are guaranteed by the Subsidiary Guarantors. All existing and future indebtedness and other liabilities, including contingent liabilities, of the Company's Subsidiaries that are not Subsidiary Guarantors, including the claims of the trade creditors and claims of preferred stockholders, if any, of such Subsidiaries, will be effectively senior to the notes. As of July 3, 1999, the total indebtedness of the Company's Subsidiaries which are not Subsidiary Guarantors was approximately $4 million. The notes and the Subsidiary Guarantees also will be effectively subordinated to any secured indebtedness of the Company or the applicable Subsidiary Guarantor, to the extent of the value of the assets securing such indebtedness. The Company and the Subsidiary Guarantors had secured indebtedness as of July 3, 1999 of approximately $172 million. GUARANTEES The Subsidiary Guarantors will jointly and severally Guarantee, on a senior unsecured basis, our obligations under the notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guaranty will be limited as necessary to prevent such Subsidiary Guaranty from constituting a fraudulent conveyance under applicable law. The Subsidiary Guaranty of a Subsidiary Guarantor will be released: (1) upon the sale or other disposition, including by way of consolidation or merger, of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor, in each case other than to the Company or an Affiliate of the Company; or (2) if the Subsidiary Guarantor ceases to be a guarantor under the Credit Facility and any other senior indebtedness of the Company ranking pari passu in right of payment with the notes with respect to which it has provided a Guarantee; provided, however, that the Subsidiary Guaranty of a Subsidiary Guarantor will not be released as long as such Subsidiary Guarantor provides a Guarantee in connection with any senior indebtedness of the Company outstanding at any time ranking equal in right of payment with the notes, including the Credit Facility. CERTAIN COVENANTS The Indenture contains covenants including, among others, the following: LIMITATION ON LIENS The Company will not, and will not permit any Significant Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the "Initial Lien") of any nature whatsoever on any of its properties (including Capital Stock of a Subsidiary), whether owned at the Issue Date or thereafter acquired, other than Permitted Liens and except as provided under "-- Exempted Indebtedness" below, without effectively providing that the notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. LIMITATION ON SALE/LEASEBACK TRANSACTIONS The Company will not, and will not permit any Significant Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless: (1) the Company or such Significant Subsidiary would be entitled to create a Lien on any such property subject to such Sale/Leaseback Transaction without equally and ratably securing the notes pursuant to the covenant described under "-- Limitation on Liens"; or 34 39 (2) the Company, within 360 days after completion of such Sale/Leaseback Transaction, applies an amount equal to the greater of (A) the fair value (as determined by the Board of Directors) of such property or (B) the net proceeds from such Sale/Leaseback Transaction to the redemption or retirement of the notes or the repayment of other Indebtedness ranking pari passu with the notes. In lieu of applying any or all of the net proceeds from such Sale/Leaseback Transaction to the redemption or retirement of Indebtedness, the Company may deliver notes to the Trustee for cancellation and reduce the amount to be applied to the redemption of notes by an amount equal to the aggregate principal amount of notes so delivered. The foregoing shall not apply to any Sale/Leaseback Transaction (1) between the Company and any one of its Subsidiaries, (2) between Subsidiaries of the Company or (3) involving a lease for a period, including renewal periods, optional or otherwise, not in excess of four years. EXEMPTED INDEBTEDNESS Notwithstanding the foregoing limitations on Liens and Sale/Leaseback Transactions, the Company and its Significant Subsidiaries may create, Incur or otherwise cause to suffer to exist or become effective Liens without securing the notes or enter into a Sale/Leaseback Transaction without complying with clause (2) under "-- Limitation on Sale/Leaseback Transactions", or enter into a combination of such transactions if at the time of such event, and after giving effect thereto and to the retirement of any Indebtedness which is concurrently being repaid, the sum of (1) the principal amount of Indebtedness secured by such Liens or the Attributable Debt in respect of such Sale/Leaseback Transaction, as the case may be, and (2) the principal amount of all other Indebtedness secured by Liens (not including Liens permitted under "-- Limitations on Liens") and all other Attributable Debt in respect of Sale/Leaseback Transactions then outstanding (not including Sale/Leaseback Transactions permitted under "-- Limitation on Sale/Leaseback Transactions"), measured, in each case, at the time any such Lien is Incurred or any such Sale/Leaseback Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets. MERGER AND CONSOLIDATION The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the notes and the Indenture; (2) immediately after giving effect to such transaction on a pro forma basis, no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an officers' certificate and an opinion of counsel regarding compliance with the Indenture. The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, but the predecessor Company in the case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the notes. FUTURE SUBSIDIARY GUARANTORS The Company will cause each Person that provides a Guarantee in connection with any senior indebtedness of the Company outstanding at any time ranking equal in right of payment with the notes, including the Credit Facility, to execute and deliver to the Trustee a Guaranty Agreement, pursuant to which such Person will Guarantee payment of the notes on the same terms and conditions as those set forth in the 35 40 Indenture, at the time such Person executes and delivers such Guarantee in connection with such pari passu indebtedness. DEFAULTS Each of the following is an Event of Default: (1) a default in the payment of interest on the notes when due, continued for 30 days; (2) a default in the payment of principal of and premium, if any, on any note when due at its Stated Maturity, upon optional redemption, upon declaration or otherwise; (3) the failure by the Company to comply with its obligations under "-- Certain Covenants -- Merger and Consolidation" above; (4) the failure by the Company to comply for 60 days after notice with any of the covenants (i) described under "-- Certain Covenants" or (ii) elsewhere in the Indenture; (5) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (the "bankruptcy provisions"); or (6) any Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of the Indenture or such Subsidiary Guaranty) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty (the "guarantee provisions"). However, a default under clause (4) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding notes notify the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding notes may declare the principal of and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of and interest on all the notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding notes may rescind any such acceleration with respect to the notes and its consequences. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a note may pursue any remedy with respect to the Indenture or the notes unless: (1) such holder has previously given the Trustee notice that an Event of Default is continuing; (2) holders of at least 25% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy; (3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and (5) holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to 36 41 the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a note or that would involve the Trustee in personal liability. If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any note, the Trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the holders of the notes. In addition, Champion is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers of the certificate know of any Default that occurred during the previous year. We are also required to deliver to the Trustee, within 30 days after its occurrence, written notice of any event which would constitute certain Defaults, its status and what action we are taking or propose to take in respect to the event. AMENDMENTS AND WAIVERS Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment may not, among other things: (1) reduce the amount of notes whose holders must consent to an amendment; (2) reduce the rate of or extend the time for payment of interest on any note; (3) reduce the principal of or extend the Stated Maturity of any note; (4) reduce the amount payable upon the redemption of any note or change the time at which any note may be redeemed as described under "-- Optional Redemption" above; (5) make any note payable in money other than that stated in the note; (6) impair the right of any holder of the notes to receive payment of principal of and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes or any Subsidiary Guarantee; (7) make any change in the amendment provisions which require each holder's consent or in the waiver provisions; (8) make any change in the ranking or priority of any note that would adversely affect the holders; or (9) make any change in any Subsidiary Guaranty that would adversely affect the holders. Notwithstanding the preceding, without the consent of any holder of the notes, the Company, the Subsidiary Guarantors and Trustee may amend the Indenture: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Company under the Indenture; (3) to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code); (4) to add Guarantees, including Subsidiary Guaranties, with respect to the notes or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of the Indenture or to secure the notes; 37 42 (5) to add to the covenants of the Company for the benefit of the holders of the notes or to surrender any right or power conferred upon the Company; (6) to make any change that does not adversely affect the rights of any holder of the notes; or (7) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act. The consent of the holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the Indenture becomes effective, we are required to mail to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment. DEFEASANCE At any time, we may terminate all of our obligations under the notes and the Indenture, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the notes. In addition, at any time we may terminate our obligations under the covenants described under "-- Certain Covenants" (other than the covenant described under "-- Merger and Consolidation"), the bankruptcy provisions with respect to Significant Subsidiaries and the guarantee provisions described under "-- Defaults" above and the limitations contained in clause (2) under "-- Certain Covenants -- Merger and Consolidation" above ("covenant defeasance"). We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (4)(i), (5) (with respect only to Significant Subsidiaries) or (6) under "-- Defaults" above or because of the failure of the Company to comply with clause (2) under "-- Certain Covenants -- Merger and Consolidation" above. If we exercise either our legal defeasance option or our covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guaranty. In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the "defeasance trust") with the Trustee money sufficient or U.S. Government Obligations, the principal of and interest on which when due, will be sufficient, or a combination thereof, sufficient for the payment of principal and interest on the notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law). CONCERNING THE TRUSTEE The First National Bank of Chicago is to be the Trustee under the Indenture and has been appointed by the Company as Registrar and Paying Agent with regard to the notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; 38 43 provided, however, if it acquires any conflicting interest (as defined in the Trust Indenture Act) it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. The holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture. GOVERNING LAW The Indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby. CERTAIN DEFINITIONS "Affiliate" of any specified Person means (1) any other Person, directly or indirectly, controlling or controlled by or (2) under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the notes, compounded annually) of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale/ Leaseback Transaction (including any period for which such lease has been extended). The term "net rental payments" under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee on account of maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges. Attributable Debt may be reduced by the present value of the rental obligations, calculated on the same basis, that any sublessee has for all or part of the applicable property. "Board of Directors" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board. "Business Day" means each day which is not a Legal Holiday. "Capital Lease Obligations" means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. 39 44 "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. "Champion Development Corporation" means one or more direct, wholly-owned Subsidiaries of the Company which at all times, directly or indirectly, through one or more Subsidiaries, are engaged entirely or substantially entirely in real estate development and businesses related or incidental thereto. The determination of what constitutes a real estate development business shall be made in the reasonable good faith judgment of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Consolidated Net Tangible Assets" means, as of any date of determination, the total amount of assets appearing on the most recently published consolidated balance sheet of the Company and its Subsidiaries (less applicable reserves and other properly deductible items) after deducting (1) all current liabilities (excluding (i) the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined, (ii) all intercompany items between the Company and any Subsidiary of the Company or between Subsidiaries of the Company and (iii) the current portion of long-term Indebtedness which would otherwise be included therein) and (2) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as determined in accordance with GAAP. "Credit Facility" means the Credit Agreement dated as of May 5, 1998 by and among Champion Enterprises, Inc., the Guarantors party thereto, the Banks party thereto, PNC Bank, National Association, as Administrative Agent, NBD Bank, as Syndication Agent, Comerica Bank, as Documentation Agent and National City Bank, Harris Trust and Savings Bank, Keybank National Association, Nationsbank, N.A. and Wachovia Bank, N.A., as Co-Agents (including the loans thereunder and any guarantees and security documents in connection therewith), as amended, extended, renewed, restated, supplemented or otherwise modified from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or a successor Credit Facility, whether by the same or any other group of lenders. "Currency Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: (1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part; in each case on or prior to the first anniversary of the Stated Maturity of the notes. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in: (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants; 40 45 (2) statements and pronouncements of the Financial Accounting Standards Board; (3) such other statements by such other entity as approved by a significant segment of the accounting profession; and (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or (2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing any obligation. "Guaranty Agreement" means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Person Guarantees the Company's obligations with respect to the Notes on the terms provided in the Indenture. "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement. "Holder" or "Noteholder" means the Person in whose name a Note is registered on the Registrar's books. "Incur" means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness. "Indebtedness" means, with respect to any Person on any date of determination (without duplication): (1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; (3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered 41 46 into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit); (5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, the liquidation preference with respect to any Preferred Stock (but excluding, in each case, any accrued dividends); (6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; (7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and (8) to the extent not otherwise included in this definition, Hedging Obligations of such Person. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and with respect to contingent obligations, the amount of liability required by GAAP to be accrued or reflected on the most recently published balance sheet of such Person. "Interest Rate Agreement" means, in respect of a Person, any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates. "Issue Date" means the date on which the notes are originally issued. "Legal Holiday" is a Saturday, a Sunday, a day on which banking institutions are not required to be open in the State of New York or any day on which the Federal Reserve System Fedwire is not scheduled to be operational. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). "Permitted Liens" means, with respect to any Person: (1) pledges or deposits by such Person under worker's compensation laws, unemployment insurance laws or similar legislation, or good faith pledges or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; (2) Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens; (3) Liens for taxes, assessments, governmental charges or levies not yet subject to penalties for non-payment or which are being contested in good faith and by appropriate proceedings; (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness; (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred 42 47 in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property (including Capital Stock) of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is Incurred, and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 360 days (or thereafter if such Lien is created pursuant to a firm commitment to lend entered into within such 360-day period) after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; (7) Liens existing on the Issue Date; (8) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Lien may not extend to any other property owned by such Person or any of its Subsidiaries; (9) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Subsidiaries; (10) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Subsidiary of such Person; (11) Liens securing Hedging Obligations; (12) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that: (A) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements to or on such property); and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) or (9) at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; (13) any Lien incurred or assumed in connection with the issuance by a state or political subdivision thereof of any securities the interest on which is exempt from Federal income taxes by virtue of Section 103 of the Code, or any other laws and regulations in effect at the time of such issuance; (14) Liens in favor of, or required by contracts with, governmental entities; and (15) Liens arising out of judgments against the Company or its Subsidiaries being contested in good faith by the Company or such Subsidiary. For purposes of this definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Preferred Stock", as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the 43 48 distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. "Principal" of a note means the principal of the note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time. "Principal Property" means any property owned or leased by any Subsidiary of the Company, the net book value of which, in the aggregate, on the date on which the determination is being made exceeds 1% of Consolidated Net Tangible Assets. "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings. "Registration Rights Agreement" means the Registration Rights Agreement dated April 28, 1999, among the Company, the Subsidiary Guarantors, Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated. "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Subsidiary transfers such property to a Person and the Company or a Subsidiary leases it from such Person. "SEC" means the Securities and Exchange Commission. "Significant Subsidiary" means any Subsidiary of the Company that owns Principal Property; provided, however, that Champion Development Corporation shall not be treated as a Significant Subsidiary. "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred). "Subsidiary" means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by: (1) such Person; (2) such Person and one or more Subsidiaries of such Person; or (3) one or more Subsidiaries of such Person. "Subsidiary Guaranty" means a Guarantee, including any Guaranty Agreement, on the terms set forth in the Indenture by a Subsidiary Guarantor of the Company's obligations with respect to the notes. "Subsidiary Guarantor" means, unless released from their Subsidiary Guaranties as permitted by the Indenture, A-1 Homes Group, Inc., Accent Mobil Homes, Inc., Auburn Champ, Inc., Champion Home Builders Co., Chandeleur Homes, Inc., Crest Ridge Homes, Inc., Dutch Housing, Inc., Grand Manor, Inc., Heartland Homes, Inc., Homes of Legend, Inc., Homes of Merit, Inc., Lamplighter Homes, Inc., Lamplighter Homes (Oregon), Inc., Redman Business Trust, Redman Homes, Inc., Southern Showcase Housing, Inc. and any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under "-- Certain Covenants -- Future Subsidiary Guarantors" or "Amendments and Waivers." "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option. 44 49 BOOK-ENTRY, DELIVERY AND FORM The certificates representing the exchange notes will be issued in fully registered form. Except as described below, the exchange notes initially will be represented by one or more global notes (the "Global Note"), in definitive, fully registered form without interest coupons. The Global Note will be deposited with, or on behalf of, DTC and registered in the name of DTC or its nominee. Except as set forth below, the Global Note may be transferred, in whole and not in part, only to DTC or another nominee of DTC. You may hold your beneficial interests in the Global Note directly through DTC if you have an account with DTC or indirectly through organizations which have accounts with DTC. DTC has advised the Company as follows: -- DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. -- DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly. Upon the issuance of the Global Note, DTC or its custodian will credit, on its book-entry registration and transfer system, the principal amount of the exchange notes represented by the Global Note to the accounts of participants. Ownership of beneficial interests in the Global Note will be limited to persons who have accounts with DTC or persons that may hold interests through such persons. Ownership of beneficial interests in the Global Note will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC or its nominee, with respect to interests of participants, and records of participants, with respect to interests of persons other than participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to transfer or pledge beneficial interests in the Global Note. So long as DTC or its nominee is the registered holder and owner of the Global Note, DTC or such nominee, as the case may be, will be considered the sole record owner and holder of the exchange notes evidenced by the Global Note for all purposes under the Indenture and the exchange notes. Except as set forth below, as an owner of a beneficial interest in the Global Note, you will not: -- be entitled to have the exchange notes represented by the Global Note registered in your name, -- receive or be entitled to receive physical delivery of certificated notes in definitive form, and -- be considered to be the owner or holder of any exchange notes under the Global Note. We understand that under existing industry practice, in the event an owner of a beneficial interest in the Global Note desires to take any action that DTC, as the holder of the Global Note, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. We will make payments of principal, premium, if any, and interest on notes represented by the Global Note to DTC or its nominee, as the case may be, as the registered owner of the Global Note. We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest on the Global Note will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Note, as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial 45 50 interests in the Global Note held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note for any note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the Global Note owning through such participants. Transfer between participants in DTC will be effected in the ordinary way in accordance with DTC rules. If a holder requires physical delivery of notes in certificated form for any reason, including to sell notes to persons in states which require the delivery of the notes or to pledge the notes, a holder must transfer its interest in the Global Note in accordance with the normal procedures of DTC and the procedures set forth in the Indenture. Unless and until they are exchanged in whole or in part for certificated exchange notes in definitive form, the Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Beneficial owners of exchange notes registered in the name of DTC or its nominee will be entitled to be issued, upon request, exchange notes in definitive certificated form. DTC has advised us that DTC will take any action permitted to be taken by a holder of notes, including the presentation of notes for exchange as described below, only at the direction of one or more participants to whose account the DTC interests in the Global Note are credited. Further, DTC will take any action permitted to be taken by a holder of notes only in respect of that portion of the aggregate principal amount of notes as to which the participant or participants has or have given that direction. Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Note among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the trustee nor the Company will have any responsibility or liability for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. CERTIFICATED NOTES Subject to certain conditions, the exchange notes represented by the Global Note are exchangeable for certificated notes in definitive form of like tenor in denominations of $1,000 and integral multiples thereof if: (1) DTC notifies us that it is unwilling or unable to continue as depository for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act and, in either case, we are unable to locate a qualified successor within 90 days; (2) we in our discretion at any time determine not to have all the exchange notes represented by the Global Note; or (3) a default entitling the holders of the exchange notes to accelerate the maturity thereof has occurred and is continuing. Any exchange note that is exchangeable as described above is exchangeable for certificated notes issuable in authorized denominations and registered in such names as DTC shall direct. Subject to the foregoing, the Global Note is not exchangeable, except for Global Note of the same aggregate denomination to be registered in the name of DTC or its nominee. 46 51 SAME-DAY PAYMENT The Indenture requires us to make payments in respect of the notes (including principal, premium and interest) by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. 47 52 EXCHANGE OFFER; REGISTRATION RIGHTS As part of the sale of the original notes to the initial purchasers, consisting of Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, pursuant to the purchase agreement, dated April 28, 1999, among Champion and the initial purchasers, the holders of the original notes became entitled to the benefits of the Registration Rights Agreement, dated as of April 28, 1999 by and among Champion, its subsidiary guarantors and the initial purchasers. Under the Registration Rights Agreement, we and the subsidiary guarantors agreed, jointly and severally, to: (1) file a registration statement with the SEC with respect to a registered offer to exchange the original notes for new 7 5/8% Senior Notes due 2009, having terms substantially identical in all material respects to the original notes, except that the exchange notes will not contain transfer restrictions, within 90 days after May 3, 1999, the date the original notes were issued; (2) cause the registration statement to be declared effective under the Securities Act within 180 days after the issuance of the original notes; (3) offer the exchange notes in exchange for surrender of the original notes, as soon as practicable after the effectiveness of the registration statement; and (4) keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the original notes. The exchange offer being made by this prospectus, if consummated within the required time periods, will satisfy our obligations under the Registration Rights Agreement. We understand that there are approximately 23 beneficial owners of original notes. This prospectus, together with the letter of transmittal, is being sent to all the beneficial holders known to us. For each original note validly tendered to us in the exchange offer and not withdrawn by the holder of the original note, the holder of the original note will receive an exchange note having a principal amount equal to that of the tendered original note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the tendered original note in exchange for an exchange note or, if no interest has been paid on the original note, from the date of the original issue of the original note. Based on an interpretation of the Securities Act by the Staff of the SEC, as set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by holders of the exchange notes without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of original notes who is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, or who intends to participate in the exchange offer for the purpose of distributing the exchange notes: (1) will not be able to rely on the interpretation by the staff of the SEC set forth in the above referenced no-action letters, (2) will not be able to tender original notes in the exchange offer, and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes, unless the sale or transfer is made under an exemption from these requirements. Each holder of the original notes who wishes to exchange original notes for exchange notes in the exchange offer will be required to make representations, including that: (1) it is neither our affiliate nor a broker-dealer tendering notes acquired directly from us for its own account; 48 53 (2) any exchange notes to be received by it were acquired in the ordinary course of its business; and (3) at the time of commencement of the exchange offer, it has no arrangement with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes. In addition, in connection with any resales of exchange notes, any participating broker-dealer who acquired the exchange notes for its own account as a result of market-making activities or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements, except for the resale of an unsold allotment from the original sale of the original notes, with the prospectus contained in the registration statement. Under the Registration Rights Agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the registration statement for the resale of exchange notes. In the event that: (1) applicable interpretations of the staff of the SEC do not permit us and the subsidiary guarantors to effect the exchange offer; or (2) for any other reason the exchange offer is not consummated within 210 days of the date of the Registration Rights Agreement; or (3) an initial purchaser shall notify us within 10 business days following consummation of the exchange offer that notes held by it are not eligible to be exchanged for exchange in the exchange offer; or (4) any holder shall notify the Company within 10 business days following consummation of the exchange offer that such holder is prohibited by law or SEC policy from participating in the exchange offer; such holder may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the registration statement is not appropriate or available for such resales by such holder; or such holder is a broker-dealer and holds notes that are part of an unsold allotment from the original sale of the notes, then, we and the subsidiary guarantors have agreed, at our cost, to: (1) as promptly as practicable, file a shelf registration statement covering resales of the original notes or the exchange notes, as the case may be; (2) use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act; and (3) keep the shelf registration statement effective until the earliest of (A) the time when the notes covered by the shelf registration statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the effective date and (C) the date on which all notes registered under the shelf registration statement are disposed of in accordance therewith. In the event a shelf registration statement is filed, we and the subsidiary guarantors have agreed, among other things, to provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the original notes or the exchange notes, as the case may be. A holder selling such original notes or exchange notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including certain indemnification obligations). 49 54 We have agreed to pay additional cash interest on the notes if (1) by August 2, 1999 (90 days after issuance of the original notes), neither the registration statement nor the shelf registration statement is filed with the SEC; (2) by November 29, 1999 (210 days after the issuance of the original notes), the exchange offer is not consummated and, if applicable, the shelf registration statement is not declared effective; or (3) after either the registration statement or the shelf registration statement is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions). Each of the foregoing events is referred to as a registration default. The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per annum with respect to any subsequent period until all registration defaults have been cured, up to a maximum additional interest rate of 0.50% per annum. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the original notes and the exchange notes. All references in the Indenture, in any context, to any interest or any other amount payable on or with respect to the notes shall be deemed to include any additional interest pursuant to the Registration Rights Agreement. If we and the subsidiary guarantors effect the exchange offer, we and the subsidiary guarantors will be entitled to close the exchange offer 30 days after the commencement thereof provided that we have accepted all notes validly tendered in accordance with the terms of the exchange offer. For each note tendered to us pursuant to the exchange offer, we will issue to the holder of such note an exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the note surrendered in exchange therefor or, if no interest has been paid on such note, from the date of its original issue. Under existing SEC interpretations, the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of the Company, as such terms are interpreted by the SEC; provided, however, that broker-dealers receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that these broker-dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the registration statement. Under the Registration Rights Agreement, the Company and the subsidiary guarantors are required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the registration statement in connection with the resale of such exchange notes for 180 days following the effective date of such registration statement (or such shorter period during which participating broker-dealers are required by law to deliver such prospectus). A holder of notes (other than certain specified holders) who wishes to exchange such notes for exchange notes in the exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes and that it is not an "affiliate" of the Company, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. 50 55 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following is a general discussion of material United States federal income tax consequences associated with the exchange of the original notes for the exchange notes in the exchange offer and the ownership and disposition of the exchange notes. This summary applies only to a holder of an exchange note who acquired an original note at the initial offering from an initial purchaser for the original offering price and who acquires the exchange notes in the exchange offer. This discussion is based on provisions of the Internal Revenue Code, Treasury regulations, and administrative and judicial interpretations of the Code and the regulations, all as currently in effect and all of which are subject to change, possibly with retroactive effect. This discussion does not address the tax consequences to subsequent purchasers of the exchange notes and is limited to investors who hold the exchange notes as capital assets. The tax treatment of the holders of the notes may vary depending upon their particular situations. In addition, holders, including insurance companies, tax exempt organizations, financial institutions and broker-dealers, may be subject to special rules not discussed below. EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO THE HOLDER OF THE EXCHANGE OF THE ORIGINAL NOTES FOR THE EXCHANGE NOTES IN THE EXCHANGE OFFER AND THE OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY RELEVANT FOREIGN, STATE, LOCAL OR OTHER TAXING JURISDICTION. UNITED STATES TAXATION OF UNITED STATES HOLDERS The term United States holder means a holder of an exchange note that is, for United States federal income tax purposes: -- a citizen or resident of the United States, -- a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision of the United States, -- an estate the income of which is subject to United States federal income taxation regardless of its source and -- a trust if a United States court is able to exercise primary supervision over the administration of that trust and one or more United States persons have the authority to control all substantial decisions of the trust. The term non-U.S. holder means a holder of an exchange note that is not a United States holder. EXCHANGE OFFER The exchange of an original note for an exchange note in the exchange offer will not constitute a significant modification of the original note for United States federal income tax purposes. Therefore, the exchange note received will be treated as a continuation of the original note in the hands of the holder. As a result, there will be no United States federal income tax consequences to a United States holder who exchanges an original note for an exchange note in the exchange offer and that holder will have the same adjusted tax basis and holding period in the exchange note as it had in the original note immediately before the exchange. STATED INTEREST Stated interest payable on an exchange note generally will be included in the gross income of a United States holder as ordinary interest income at the time accrued or received, in accordance with the United States holder's method of accounting for United States federal income tax purposes. 51 56 DISPOSITION OF THE EXCHANGE NOTES Upon the sale, exchange, retirement at maturity or other taxable disposition of an exchange note, a United States holder generally will recognize capital gain or loss equal to the difference between the amount realized by the holder, except to the extent that amount is attributable to accrued interest, which will be treated as ordinary interest income, and the holder's adjusted tax basis in the exchange note. The capital gain or loss will be long-term capital gain or loss if the United States holder's holding period for the exchange note exceeds one year at the time of the disposition. UNITED STATES TAXATION OF NON-UNITED STATES HOLDERS STATED INTEREST In general, payments of interest received by a non-U.S. holder will not be subject to United States federal withholding tax, provided that: -- (1) the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Champion entitled to vote, (2) the non-U.S. holder is not a controlled foreign corporation that is related to Champion actually or constructively through stock ownership, and (3) the beneficial owner of the exchange note, under penalty of perjury, either directly or through a financial institution which holds the exchange note on behalf of the non-U.S. holder and holds customers' securities in the ordinary course of its trade or business, provides Champion or its agent with the beneficial owner's name and address and certifies, under penalty of perjury, that it is not a United States holder; -- the interest received on the exchange note is not effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States and the non-U.S. holder complies with certain reporting requirements; and -- the non-U.S. holder is entitled to the benefits of an income tax treaty under which the interest is exempt from United States withholding tax and the non-U.S. holder complies with certain reporting requirement. Payments of interest not exempt from United States federal withholding tax as described above will be subject to withholding tax at the rate of 30% (subject to reduction under an applicable income tax treaty). GAIN ON DISPOSITION A non-U.S. holder generally will not be subject to U.S. federal income tax with respect to gain recognized on a sale, redemption or other disposition of an exchange note unless: -- the gain is effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder or -- in the case of a non-U.S. holder who is a nonresident alien individual, the holder is present in the United States for 183 or more days in the taxable year and other requirements are met. In addition, an exchange of an original note for an exchange note in the exchange offer will not constitute a taxable exchange of the original note for non-U.S. holders. See "-- United States Taxation of United States Holders -- Exchange Offers" above. INFORMATION REPORTING AND BACKUP WITHHOLDING Non-corporate United States holders may be subject to backup withholding at a rate of 31% on payments of principal, premium, if any, and interest on, and the proceeds of the disposition of, the notes. In general, backup withholding will be imposed if the United States holder: -- fails to furnish its taxpayer identification number, which, for an individual, would be the holder's Social Security number, 52 57 -- furnishes an incorrect taxpayer identification number, -- is notified by the IRS that the holder has failed to report payments of interest or dividends or -- under certain circumstances, fails to certify, under penalty of perjury, that the holder has furnished a correct taxpayer identification number and has been notified by the IRS that the holder is subject to backup withholding tax for failure to report interest or dividend payments. In addition, these payments of principal, premium and interest to United States holders will generally be subject to information reporting. United States holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining this exemption, if applicable. Backup withholding generally will not apply to payments made to a non-U.S. holder of an exchange note who provides the certification described under "United States Taxation of Non-U.S. Holders -- Stated Interest" or otherwise establishes an exemption from backup withholding. Payments by a United States office of a broker of the proceeds of a disposition of the exchange notes generally will be subject to backup withholding at a rate of 31% unless the non-United States holder certifies it is a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder's U.S. federal income tax liability, provided that the required information is furnished to the IRS. NEW TREASURY REGULATIONS New final Treasury regulations governing information reporting and the certification procedures regarding withholding and backup withholding on amounts paid to non-U.S. holders after December 31, 1999 generally would not alter the treatment of non-U.S. holders described above. The new Treasury regulations would alter the procedures for claiming the benefits of an income tax treaty and may change the certification procedures relating to the receipt by intermediaries of payments on behalf of a non-U.S. holder of an exchange note. Holders should consult their tax advisors concerning the effect, if any, of such new Treasury regulations on an investment in the exchange notes. PLAN OF DISTRIBUTION Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where the original notes were acquired as a result of market-making activities or other trading activities. Champion has agreed that, for a period of 180 days after the expiration date of the exchange offer, it will make this prospectus, available to any broker-dealer for use in connection with any resale. In addition, until , 1999, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. Champion will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale. These resales may be made at market prices prevailing at the time of resale, at prices related to these prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any of the exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an underwriter within the meaning of the Securities Act, and any profit on the resale of exchange notes and any commission or concessions received by those persons may be deemed to be 53 58 underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. For a period of 180 days after the expiration date of the exchange offer, Champion will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. Champion has agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers. Champion will indemnify the holders of the notes, including any broker-dealers, against various liabilities, including liabilities under the Securities Act. LEGAL MATTERS Dykema Gossett PLLC, Bloomfield Hills, Michigan will pass upon the validity of the issuance of the exchange notes. EXPERTS The Consolidated Financial Statements of Champion Enterprises, Inc. incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended January 2, 1999 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 54 59 - ------------------------------------------------------ - ------------------------------------------------------ WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR BUY ANY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF , 1999. YOU SHOULD NOT ASSUME THAT SUCH INFORMATION IS ACCURATE AS OF ANY OTHER DATE. ------------------------ TABLE OF CONTENTS Where You Can Find More Information..... 1 The Company............................. 2 Risk Factors............................ 7 Use of Proceeds......................... 8 Capitalization.......................... 9 Selected Financial Data................. 10 The Exchange Offer...................... 12 Forward-Looking Statements.............. 19 Management's Discussion and Analysis.... 20 Management.............................. 29 Description of Certain Indebtedness..... 31 Description of the Notes................ 31 Exchange Offer; Registration Rights..... 48 Material United States Federal Income Tax Considerations.................... 51 Plan of Distribution.................... 53 Legal Matters........................... 54 Experts................................. 54
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ $200,000,000 [LOGO] EXCHANGE OFFER 7 5/8% SENIOR NOTES DUE 2009 ------------------------- PROSPECTUS ------------------------- , 1999 - ------------------------------------------------------ - ------------------------------------------------------ 60 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Michigan Business Company Act. The Company is organized under the Michigan Business Company Act (the "Michigan Act") which, in general, empowers Michigan companies to indemnify a person who is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (other than actions by or in the right of the Company) by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or of another enterprise at such Company's request, against expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or its shareholders and, in the case of a criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Michigan Act also empowers Michigan companies to provide similar indemnity to such a person for expenses and amounts paid in settlement, actually and reasonably incurred, in actions or suits by or in the right of the Company except in respect of any claim, issue or matter as to which such person is found liable to the Company, unless (and then only to the extent that) the court determines that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity. Bylaws of the Registrant. The Company's bylaws generally require the Company to indemnify persons to the extent it is empowered to do so under the Michigan Act. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits (see index to exhibits at E-1). ITEM 22. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant II-1 61 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) or 11 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (e) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and Champion being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-2 62 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Champion Enterprises, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Champion Enterprises, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Executive Vice President, Chief Strategic and Financial Officer The registrant and each person whose signature appears below constitutes and appoints Walter R. Young, Joseph H. Stegmayer and John J. Collins, Jr., and each of them acting alone, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ WALTER R. YOUNG Chairman of the Board of Directors - --------------------------------------------------- President and Chief Executive Walter R. Young Officer (Principal Executive Officer) /s/ JOSEPH H. STEGMAYER Executive Vice President, Chief - --------------------------------------------------- Strategic and Financial Officer Joseph H. Stegmayer (Principal Financial Officer) /s/ RICHARD HEVELHORST Vice President and Controller - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ ROBERT W. ANESTIS Director - --------------------------------------------------- Robert W. Anestis /s/ SELWYN ISAKOW Director - --------------------------------------------------- Selwyn Isakow /s/ BRIAN D. JELLISON Director - --------------------------------------------------- Brian D. Jellison
II-3 63
SIGNATURE TITLE - --------- ----- /s/ ELLEN R. LEVINE Director - --------------------------------------------------- Ellen R. Levine /s/ GEORGE R. MRKONIC Director - --------------------------------------------------- George R. Mrkonic /s/ ROBERT W. STARK Director - --------------------------------------------------- Robert W. Stark /s/ CARL L. VALDISERRI Director - --------------------------------------------------- Carl L. Valdiserri
II-4 64 Pursuant to the requirements of the Securities Act of 1933, Chandeleur Homes, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Chandeleur Homes, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ JOHN MCKONE Director - --------------------------------------------------- John McKone /s/ RICHARD BRUGGE Director - --------------------------------------------------- Richard Brugge
II-5 65 Pursuant to the requirements of the Securities Act of 1933, Grand Manor, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Grand Manor, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ MARCY SULLIVAN Director - --------------------------------------------------- Marcy Sullivan /s/ BOBBY JO WILLIAMS Director - --------------------------------------------------- Bobby Jo Williams
II-6 66 Pursuant to the requirements of the Securities Act of 1933, Homes of Legend, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Homes of Legend, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ DONALD BROWN Director - --------------------------------------------------- Donald Brown /s/ RICHARD BRUGGE Director - --------------------------------------------------- Richard Brugge
II-7 67 Pursuant to the requirements of the Securities Act of 1933, Moduline International, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Moduline International, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ MICHAEL BARKER Director - --------------------------------------------------- Michael Barker /s/ GRANT MCDOWELL Director - --------------------------------------------------- Grant McDowell /s/ DONALD DEHART Director - --------------------------------------------------- Donald Dehart
II-8 68 Pursuant to the requirements of the Securities Act of 1933, Star Fleet, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Star Fleet, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ JOEL PLADSON Director - --------------------------------------------------- Joel Pladson
II-9 69 Pursuant to the requirements of the Securities Act of 1933, Western Homes Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Western Homes Corporation By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ GARY EDMUNDSON Director - --------------------------------------------------- Gary Edmundson
II-10 70 Pursuant to the requirements of the Securities Act of 1933, Auburn Champ, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Auburn Champ, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ COLLEEN BAUMAN Director - --------------------------------------------------- Colleen Bauman /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-11 71 Pursuant to the requirements of the Securities Act of 1933, Champion Motor Coach, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Champion Motor Coach, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-12 72 Pursuant to the requirements of the Securities Act of 1933, HomePride Finance Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. HomePride Finance Corp. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer and Director - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ M. MARK COLE Director - --------------------------------------------------- M. Mark Cole
II-13 73 Pursuant to the requirements of the Securities Act of 1933, Redman Business Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Redman Business Trust By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ RICHARD HEVELHORST Chief Accounting Officer and Director - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer and Director - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-14 74 Pursuant to the requirements of the Securities Act of 1933, Redman Homes Management Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Redman Homes Management Company, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-15 75 Pursuant to the requirements of the Securities Act of 1933, Redman Management Services Business Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Redman Management Services Business Trust By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ RICHARD HEVELHORST Chief Accounting Officer and Director - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer and Director - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-16 76 Pursuant to the requirements of the Securities Act of 1933, Regency Supply Company, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Regency Supply Company, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrant and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrant and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ WALTER R. YOUNG Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-17 77 Pursuant to the requirements of the Securities Act of 1933, each of the registrants listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. A-1 Homes Group, Inc., Accent Mobil Homes, Inc., Alpine Homes, Inc., American Transport, Inc., Art Richter Insurance, Inc., Bryan Mobil Homes, Inc., Cal-Nel, Inc., Care, Care Free Homes, Inc., Carnival Homes, Inc., Central Mississippi Manufactured Housing, Inc., Champion Financial Corporation, Champion Home Centers, Inc., Cliff Ave. Investments, Inc., Colonial Housing, Inc., Country Estates Homes, Inc., Countryside Homes, Inc., Factory Homes Outlet, Inc., Factory Outlet, Inc., Gateway Acceptance Corp., Gateway Mobile & Modular Homes, Inc., Gateway Properties Corp., Gem Homes, Inc., Heartland Homes, Inc., 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., I.D.A., Inc., Imperial Housing, Inc., Investment Housing, Inc., Iseman Corp., Jasper Mobile Homes, Inc., Kentuckybilt Homes, Inc., Lake Country Living, Inc., Lamplighter Homes, Inc., Lamplighter Homes (Oregon), Inc., M&J Southwest Development Corp., Manufactured Housing of Louisiana, Inc., Mobile Factory Outlet, Inc., Northstar Corporation, Philadelphia Housing Center, Inc., Premier Housing, Inc., San Jose Advantage Homes, Inc., Southern Showcase Finance, Inc., Southern Showcase Housing, Inc., Thomas Homes of Austin, Inc., Thomas Homes of Austin, Inc., Thomas Homes of Buda, Inc., Thomas Homes of Texas, Inc., Tom Terry Enterprises, Inc., Trading Post Mobile Homes, Inc., U.S.A. Mobile Homes, Inc., Victory Investment Company, Vidor Mobil Home Center, Inc., Whitworth Management, Inc., Wright's Mobile Homes, Inc. By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrants and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrants and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be II-18 78 done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. II-19 79 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R.Young /s/ M. MARK COLE Director - --------------------------------------------------- M. Mark Cole /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr.
II-20 80 Pursuant to the requirements of the Securities Act of 1933, each of the registrants listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Builders Credit Corporation, CAC Funding Corporation, Champion Home Communities, Inc., Crestpointe Financial Services, Inc., Service Contract Corporation By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrants and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrants and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer and Director - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ JOHN J. COLLINS, JR. Director - --------------------------------------------------- John J. Collins, Jr
II-21 81 Pursuant to the requirements of the Securities Act of 1933, each of the registrants listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Auburn Hills, state of Michigan, on July 30, 1999. Champion Home Builders Co., Crest Ridge Homes, Inc., Dutch Housing, Inc., Fleming County Industries, Inc., Homes of Merit, Inc., Redman Homes, Inc., Redman Industries, Inc., Redman Investment, Inc., Redman Retail, Inc., The Okahumpka Corporation By: /s/ JOSEPH H. STEGMAYER ------------------------------------ Joseph H. Stegmayer Chief Financial Officer The registrants and each person whose signature appears below constitutes and appoints John J. Collins, Jr., as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in the name, place and stead of the registrants and each of the undersigned in any and all capacities, to sign and file (i) any and all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all amendments, thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the registrant or any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 1999.
SIGNATURE TITLE - --------- ----- /s/ RICHARD HEVELHORST Chief Accounting Officer - --------------------------------------------------- (Principal Accounting Officer) Richard Hevelhorst /s/ JOSEPH H. STEGMAYER Chief Financial Officer - --------------------------------------------------- (Principal Financial Officer) Joseph H. Stegmayer /s/ WALTER R. YOUNG Chief Executive Officer and Director - --------------------------------------------------- (Principal Executive Officer) Walter R. Young /s/ PHILIP C. SURLES Director - --------------------------------------------------- Philip C. Surles /s/ JOHN J. COLLINS, JR Director - --------------------------------------------------- John J. Collins, Jr.
II-22 82 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 1.1 Purchase Agreement dated April 28, 1999 between Champion and Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Purchasers.* 3.1 Restated Articles of Incorporation of Champion, filed with Champion's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 and incorporated herein by reference. 3.2 Amendment to Restated Articles of Incorporation of Champion, filed with Champion's Quarterly Report on Form 10-Q for the quarter ended June 28, 1997 and incorporated herein by reference. 3.3 Certificate of Correction to Articles of Incorporation of Champion, filed with Champion's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 and incorporated herein by reference. 3.4 Bylaws of Champion, as amended through February 22, 1999, filed with Champion's Annual Report on Form 10-K for the fiscal year ended January 2, 1999 and incorporated herein by reference. 4.1 Indenture, dated as of May 3, 1999 between Champion, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee.* 4.2 Supplemental Indenture, dated as of July 30, 1999 between Champion, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee.* 4.3 Registration Rights Agreement dated as of April 28, 1999 between Champion and Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Purchasers.* 5.1 Opinion of Dykema Gossett PLLC with respect to the new notes.* 12.1 Computation of Ratio of Earnings to Fixed Charges.* 23.1 Consent of Dykema Gossett PLLC (contained in their opinion filed as Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP.* 24.1 Power of Attorney (Included on the signature page of this registration statement). 25.1 Statements of Eligibility of The First National Bank of Chicago on Form T-1.* 99.1 Form of Letter of Transmittal.* 99.2 Form of Notice of Guaranteed Delivery.* 99.3 Form of Letter to Clients.* 99.4 Form of Letter to Brokers, Nominees. *
* Filed herewith. ** To be filed by amendment. EX-1.1 2 PURCHASE AGREEMENT DATED APRIL 28, 1999 1 EXECUTION COPY EXHIBIT 1.1 $200,000,000 CHAMPION ENTERPRISES, INC. 7 5/8% SENIOR NOTES DUE 2009 PURCHASE AGREEMENT April 28, 1999 CREDIT SUISSE FIRST BOSTON CORPORATION DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the Several Purchasers c/o Credit Suisse First Boston Corporation Eleven Madison Avenue, New York, N.Y. 10010-3629 Ladies and Gentlemen: 1. Introductory. Champion Enterprises, Inc., a Michigan corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows: 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Purchasers that: (a) A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular and offering circular, as supplemented as of the date of this Agreement, together with any other document approved by the Company for use in connection with the contemplated resale of the Offered Securities and any documents incorporated by reference in the preliminary offering circular and the offering circular are hereinafter collectively referred to as the "Offering 2 Document." On the date of this Agreement, the Offering Document does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b). Except as disclosed in the Offering Document, on the date of this Agreement, the Company's Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the "Exchange Act Reports") which have been filed by the Company with the Commission or sent to stockholders pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. (b) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Michigan, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect"). (c) Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each Subsidiary Guarantor which is not a "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, collectively, the "Subsidiaries") of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure so to qualify or to be in good standing would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (d) The Indenture has been duly authorized by the Company and the Subsidiary Guarantors; the Offered Securities have been duly authorized by the Company; each Subsidiary Guaranty has been duly authorized by the respective Subsidiary Guarantor; the Offered Securities conform to the description thereof contained in the Offering Document and the Indenture; the Indenture, when duly executed and delivered by the Company and the Subsidiary Guarantors (assuming due authorization, valid execution and delivery thereof by the Trustee), will constitute valid and legally binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; when issued, executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the Purchasers in accordance with the applicable provisions hereof, the Notes will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; when the Notes are delivered to and paid for by the Purchasers in accordance with this Agreement, each Subsidiary Guaranty will constitute the valid and binding obligation of the applicable Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 2 3 (e) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors; and the Registration Rights Agreement conforms in all material respects to the description thereof contained in the Offering Document, and constitutes a valid and legally binding obligation of the Company and the Subsidiary Guarantors, respectively, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and except as rights to indemnity and contribution thereunder may be limited by state or federal securities laws or the public policy underlying such laws. (f) Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage commission, finder's fee or other like payment in connection with the transaction contemplated hereby. (g) Assuming the accuracy of the representations and warranties and due compliance with the covenants and agreements of the Purchasers contained in Section 4 hereof, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by the Operative Documents or in connection with the issuance and sale of the Offered Securities by the Company other than (i) as may be required under the Securities Act and the Rules and Regulations of the Commission thereunder with respect to the Registration Rights Agreement and the transactions contemplated thereunder, (ii) the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, in connection with the Registered Exchange Offer (as defined in the Registration Rights Agreement) and (iii) such as may be required under state securities or blue sky laws. (h) The execution, delivery and performance of the Operative Documents, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their properties (ii) any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the properties of the Company or any Subsidiary is subject or (iii) the charter or by-laws or other organizational documents of the Company or any Subsidiary except, in the case of clauses (i) and (ii), for such breaches, violations or defaults that would not have a Material Adverse Effect, and the Company and each Subsidiary Guarantor have full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. (i) This Agreement has been duly authorized, executed and delivered by the Company. (j) Except as disclosed in the Offering Document, the Company and its Subsidiaries have good and marketable title to all material real properties and all other material properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Offering Document, the Company and its Subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (k) The Company and its Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess such certificates, authorities or permits would not individually or in the aggregate, have a Material Adverse Effect, and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (l) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect. (m) The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property 3 4 rights") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect. (n) Except as disclosed in the Offering Document, neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "environmental laws"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (o) Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Company, any of its Subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its Subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company or any of the Subsidiary Guarantors to perform its obligations under the Operative Documents, or which are otherwise material in the context of the sale of the Offered Securities; and to the Company's knowledge, no such actions, suits or proceedings are threatened or contemplated. (p) The financial statements incorporated by reference in the Offering Document present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis. (q) Except as disclosed in the Offering Document, since the date of the latest audited financial statements incorporated by reference in the Offering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Offering Document, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (r) Neither the Company nor any Subsidiary Guarantor is an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940 (the "Investment Company Act"); and neither the Company nor any Subsidiary Guarantor is and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, neither the Company nor any Subsidiary Guarantor will be an "investment company" as defined in the Investment Company Act. (s) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system. (t) Assuming the accuracy of the representations and warranties and due compliance with the covenants and agreements of the Purchasers contained in Section 4 hereof, the offer and sale of the Offered Securities in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Section 4(2) thereof and Regulation S thereunder; and it is not necessary to qualify an indenture in respect of the Offered Securities and Subsidiary Guaranties under the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (u) Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or 4 5 (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S ("Regulation S") under the Securities Act, by means of any directed selling efforts within the meaning of Rule 902(b) of Regulation S. The Company, its affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Neither the Company nor any Subsidiary Guarantors has entered nor will enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement and the Registration Rights Agreement. (v) The Company is subject to Section 13 or 15(d) of the Exchange Act. 3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.649% of the principal amount thereof plus accrued interest from May 3, 1999 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global Securities in definitive form (each a "Global Security") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Security will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers at the office of Cravath, Swaine & Moore at 10:00 A.M. (New York time), on May 3, 1999, in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at the above office of Cravath, Swaine & Moore at least 24 hours prior to the Closing Date. 4. Representations by Purchasers; Resale by Purchasers. (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act. (b) Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities only in accordance with Rule 903 or Rule 144A under the Securities Act ("Rule 144A"). Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S and Rule 144A. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A. 5 6 (e) Each of the Purchasers severally represents and agrees that (i) it has not offered or sold and prior to the date six months after the date of issue of the Offered Securities will not offer or sell any Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Offered Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on. 5. Certain Agreements of the Company. The Company agrees with the several Purchasers that: (a) If at any time prior to the completion of the resale of the Offered Securities by the Purchasers, the Company will advise CSFBC promptly of any proposal to amend or supplement the Offering Document, will furnish CSFBC with copies of any such amendment or supplement in a reasonable amount of time prior to its use and will use its best efforts to reflect in such document such comments as the Purchasers or their counsel may reasonably propose. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers and prior to the Exchange Offer, any event occurs as a result of which the Offering Document as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company promptly will notify CSFBC of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither CSFBC's consent to, nor the Purchasers' delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (b) The Company will furnish to CSFBC copies of any preliminary offering circular, the Offering Document and all amendments and supplements to such documents, in each case as soon as available and in such quantities as CSFBC requests, and the Company will furnish to CSFBC on the date hereof three copies of the Offering Document signed by a duly authorized officer of the Company. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to CSFBC (and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities. The Company will pay the expenses of printing and distributing to the Purchasers all such documents. (c) The Company will endeavor, in cooperation with the Purchasers and their counsel, to qualify the Offered Securities for offering and sale and to determine their eligibility for investment under the laws of such jurisdictions in the United States and Canada as CSFBC designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that neither the Company nor any of the Subsidiaries Guarantors will be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (d) During the period of three years hereafter, the Company will furnish to CSFBC and, upon request, to each of the other Purchasers, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to CSFBC and, upon request, to each of the other Purchasers (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as CSFBC may reasonably request. 6 7 (e) During the period of two years after the Closing Date, the Company will, upon request, furnish to CSFBC, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities. (f) During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them. (g) During the period of two years after Closing Date, neither the Company nor any Subsidiary Guarantor will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (h) The Company will pay all expenses incidental to the performance of its obligations under the Operative Documents, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of the Operative Documents and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and the Exchange Securities; (iii) any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as CSFBC designates and the printing of memoranda relating thereto; (iv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities; (v) for expenses incurred in distributing preliminary offering circulars and the Offering Document (including any amendments and supplements thereto) to the Purchasers; and (vi) any costs associated with the deposit of the Global Security with, or on behalf of, DTC; provided, however, that CSFBC agrees to reimburse the Company for (i) the costs incurred in connection with any "Bloomberg Roadshow" and (ii) up to $15,000 of the costs and expenses of Elizabeth Higashi incurred in connection with the preparation of any rating agency presentations. The Company will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Purchasers and the Company's officers and employees and any other expenses of the Purchasers and the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers. (i) In connection with the offering, until CSFBC shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities. 6. Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a letter, dated the date of this Agreement, of PricewaterhouseCoopers LLP in agreed form confirming that they are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder ("Rules and Regulations") and to the effect that: (i) in their opinion, the financial statements examined by them and incorporated by reference in the Offering Document comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published Rules and Regulations; (ii) on the basis of a reading of the latest available interim financial statements of the Company and inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: 7 8 (A) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock or any increase in long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets, as compared with amounts shown on the latest balance sheet incorporated by reference in the Offering Document; or (B) for the period from the closing date of the latest income statement incorporated by reference in the Offering Document to the closing date of the latest available income statement read by such accountants, there were any decreases, as compared with the corresponding period of the previous year, in consolidated net sales or in total or per share amounts of net income; except in all cases set forth in clauses (A) and (B) above for changes, increases or decreases, which the Offering Document discloses have occurred or may occur or which are described in such letter; and (iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained or incorporated by reference in the Offering Document (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company or its subsidiaries which, in the judgment of a majority in interest of the Purchasers including CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (C) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (D) any banking moratorium declared by U.S. Federal or New York authorities; or (E) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including CSFBC, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchasers shall have received an opinion, dated the Closing Date, of Dykema Gossett PLLC, counsel for the Company, that: (i) The Company and each Subsidiary Guarantor has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Offering Document; 8 9 (ii) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors; the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors; the Notes have been duly authorized, executed and delivered by the Company; and each Subsidiary Guaranty has been duly authorized by the Subsidiary Guarantors; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) Assuming the accuracy of the representations and warranties and due compliance with the covenants and agreements of the Purchasers contained in Section 4 hereof, no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court of the State of Michigan is required for the consummation of the transactions contemplated by the Operative Documents in connection with the issuance or sale of the Offered Securities by the Company, except such as may be required (i) under state securities or blue sky laws, (ii) for the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement effective and (iii) for the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, in connection with the Registered Exchange Offer (as defined in the Registration Rights Agreement); (v) To our knowledge and except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; (vi) The execution, delivery and performance of the Operative Documents and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (x) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any Subsidiary Guarantor or any of their properties, or (y) any agreement or instrument to which the Company or any Subsidiary Guarantor is a party and is filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended January 1, 1999 or (z) the charter or by-laws or other organizational documents of the Company or any Subsidiary Guarantor except, in the case of clauses (x) and (y), for such breaches, violations or defaults that would not have a Material Adverse Effect, and the Company and each Subsidiary Guarantor have full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement; (d) The purchasers shall have received an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, that: (i) The Offered Securities and the Registration Rights Agreement conform to the description thereof contained in the Offering Document; and the Indenture, the Registration Rights Agreement and the Offered Securities constitute valid and legally binding obligations of the Company and the Subsidiary Guarantors, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (ii) Neither the Company nor any Subsidiary Guarantor is and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, neither the Company nor any Subsidiary Guarantor will be, an "investment company" as defined in the Investment Company Act; (iii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court of the United States or of the State of New York is required for the consummation of the transactions contemplated by the Operative Documents in connection with the issuance or sale of the Offered Securities by the 9 10 Company, except such as may be required (i) under state securities or blue sky laws, (ii) for the order of the Commission declaring the Exchange Offer Registration Statement or the Shelf Registration Statement effective and (iii) for the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, in connection with the Registered Exchange Offer (as defined in the Registration Rights Agreement); (iv) Such counsel has no reason to believe that the Offering Document, as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained or incorporated by reference in the Offering Document; (v) Assuming the accuracy of the representations and warranties contained herein, due performance of the covenants and agreements contained herein, due compliance with the offering and transfer procedures and restrictions described in the Offering Document, and that purchasers to whom the Purchasers initially resell the Offered Securities receive a copy of the Offering Document prior to such sale, it is not necessary in connection with (x) the offer, sale and delivery of the Offered Securities by the Company to the several Purchasers pursuant to this Agreement or (y) the resales of the Offered Securities by the several Purchasers in the manner contemplated by this Agreement, to register the Offered Securities under the Securities Act or to qualify an indenture in respect thereof under the Trust Indenture Act. (e) The Purchasers shall have received from Cravath, Swaine & Moore, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Offering Document, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as CSFBC may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Cravath, Swaine & Moore may rely as to the incorporation of the Company and all other matters governed by Michigan law upon the opinion of Dykema Gossett PLLC referred to above. (f) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements incorporated by reference in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Document or as described in such certificate. (g) The Purchasers shall have received a letter, dated the Closing Date, of PricewaterhouseCoopers LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three business days prior to the Closing Date for the purposes of this subsection. The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder. 7. Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Purchaser, its partners, directors and officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact 10 11 contained in the Offering Document, or any amendment or supplement thereto, or any related preliminary offering circular or the Exchange Act Reports, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company's failure to perform its obligations under Section 5(a) of this Agreement, and will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Purchaser through CSFBC specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below; provided, further, that the foregoing indemnity with respect to any untrue statement contained in or omission from any preliminary offering circular shall not inure to the benefit of any Purchaser (or any person controlling such Purchaser) from whom the person asserting any such loss, claim, damage or liability purchased any of the Offered Securities that are the subject thereof if such person was not sent or given a copy of the Offering Document (or the Offering Document as amended or supplemented) at or prior to the written confirmation of the initial resale of such Offered Securities to such person and the untrue statement contained in or omission from such preliminary offering circular was corrected in the Offering Document (or the Offering Document as amended or supplemented). (b) Each Purchaser will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Document, or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser through CSFBC specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser consists of (i) the fifth paragraph on the cover page concerning the terms of the offering by the Purchasers and (ii) the information appearing in the third, eighth and ninth paragraphs under the caption "Plan of Distribution" (such information is referred to herein as the "Purchasers' Information"); provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon any material misstatement or omission from the Purchasers' Information, if the Purchasers had previously corrected that misstatement or omission in writing to the Company, and the Company failed to perform its obligations under Section 5(a) of this Agreement. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above, except to the extent actually prejudiced thereby. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and does 11 12 not include a statement as to and an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Purchasers from the Company under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities purchased by it were resold exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers' obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint. (e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act. 8. Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Offered Securities hereunder and the aggregate principal amount of Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 9. As used in this Agreement, the term "Purchaser" includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default. 9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Subsidiary Guarantors or their officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser, the Company, the Subsidiary Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Purchasers pursuant to Section 7 shall remain in effect. If the purchase 12 13 of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in Section 6(b)(i) or in clauses (C), (D) or (E) of Section 6(b)(ii), the Company will reimburse the Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. 10. Notices. All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking Department--Transactions Advisory Group, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Champion Enterprises, Inc., 2701 University Drive, Suite 300, Auburn Hills, Michigan 48326, Attention: John J. Collins, Jr.; provided, however, that any notice to a Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Purchaser. 11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Company as if such holders were parties thereto. 12. Representation of Purchasers. You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Purchasers. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 13 14 If the foregoing is in accordance with the Purchasers' understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms. Very truly yours, CHAMPION ENTERPRISES, INC. by Joseph H. Stegmayer ----------------------------- Name: Joseph H. Stegmayer Title:Executive Vice President The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION DONALDSON LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BY: CREDIT SUISSE FIRST BOSTON CORPORATION as Representative of the Initial Purchasers by David Wah -------------------------- Name: David Wah Title:Director 14 15 SCHEDULE A
PURCHASER PRINCIPAL AMOUNT OF OFFERED SECURITIES Credit Suisse First Boston Corporation.................... $ 120,000,000 Donaldson Lufkin & Jenrette Securities Corporation........ 40,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 40,000,000 Total.......................... $ 200,000,000 ===============
15 16 SCHEDULE B Subsidiary A-1 Homes Group, Inc. Accent Mobile Homes, Inc. Auburn Champ, Inc. Champion Home Builders Co. Chandeleur Homes, Inc. Crest Ridge Homes, Inc. Dutch Housing, Inc. Grand Manor, Inc. Heartland Homes, Inc. Homes of Legend, Inc. Homes of Merit, Inc. Lamplighter Homes, Inc. Lamplighter Homes (Oregon), Inc. Redman Business Trust Redman Homes, Inc. Southern Showcase Housing, Inc. 16 EX-4.1 3 INDENTURE, DATED AS OF MAY 3, 1999 1 EXECUTION COPY EXHIBIT 4.1 ================================================================================ INDENTURE Among CHAMPION ENTERPRISES, INC. Issuer The Subsidiary Guarantors named herein Guarantors and THE FIRST NATIONAL BANK OF CHICAGO Trustee Dated as of May 3, 1999 ================================================================================ 2 CROSS-REFERENCE TABLE TIA Indenture Section Section - ------- --------- 310 (a)(1) .............................. 7.10 (a)(2) .............................. 7.10 (a)(3) .............................. N.A. (a)(4) .............................. N.A. (b) .............................. 7.08; 7.10 (c) .............................. N.A. 311 (a) .............................. 7.11 (b) .............................. 7.11 (c) .............................. N.A. 312 (a) .............................. 2.05 (b) .............................. N.A. (c) .............................. N.A. 313 (a) .............................. 7.06 (b)(1) .............................. N.A. (b)(2) .............................. 7.06 (c) .............................. N.A. (d) .............................. 7.06 314 (a) .............................. 4.02 (b) .............................. N.A. (c)(1) .............................. N.A. (c)(2) .............................. N.A. (c)(3) .............................. N.A. (d) .............................. N.A. (e) .............................. N.A. (f) .............................. N.A. 315 (a) .............................. 7.01 (b) .............................. 7.05 (c) .............................. 7.01 (d) .............................. 7.01 (e) .............................. 6.11 316 (a)(last sentence) .............................. N.A. (a)(1)(A) .............................. 6.05 (a)(1)(B) .............................. 6.04 (a)(2) .............................. N.A. (b) .............................. 6.07 317 (a)(1) .............................. 6.08 (a)(2) .............................. 6.09 (b) .............................. 2.04 318 (a) .............................. N.A. N.A. means Not Applicable. - ------------------- Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture. 3 TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference SECTION 1.01. Definitions.................................................1 SECTION 1.02. Other Definitions..........................................12 SECTION 1.03. Incorporation by Reference of Trust Indenture Act...........................12 SECTION 1.04. Rules of Construction......................................13 ARTICLE II The Securities SECTION 2.01. Form and Dating............................................13 SECTION 2.02. Execution and Authentication...............................14 SECTION 2.03. Registrar and Paying Agent.................................15 SECTION 2.04. Paying Agent To Hold Money in Trust........................15 SECTION 2.05. Securityholder Lists.......................................16 SECTION 2.06. Transfer and Exchange......................................16 SECTION 2.07. Replacement Securities.....................................17 SECTION 2.08. Outstanding Securities.....................................17 SECTION 2.09. Temporary Securities.......................................18 SECTION 2.10. Cancelation................................................18 SECTION 2.11. Defaulted Interest.........................................18 SECTION 2.12. CUSIP Numbers..............................................18 ARTICLE III Redemption SECTION 3.01. Notices to Trustee.........................................19 SECTION 3.02. Selection of Securities To Be Redeemed.....................19 SECTION 3.03. Notice of Redemption.......................................19 SECTION 3.04. Effect of Notice of Redemption.............................20 SECTION 3.05. Deposit of Redemption Price................................21 SECTION 3.06. Securities Redeemed in Part................................21 ARTICLE IV Covenants SECTION 4.01. Payment of Securities......................................21 SECTION 4.02. SEC Reports................................................21 i 4 Page SECTION 4.03. Limitation on Liens........................................22 SECTION 4.04. Limitation on Sale/Leaseback Transactions..................................22 SECTION 4.05. Exempted Indebtedness......................................23 SECTION 4.06. Future Subsidiary Guarantors...............................23 SECTION 4.07. Compliance Certificate.....................................23 SECTION 4.08. Further Instruments and Acts...............................24 ARTICLE V Successor Company SECTION 5.01. When Company May Merge or Transfer Assets...............................24 ARTICLE VI Defaults and Remedies SECTION 6.01. Events of Default..........................................25 SECTION 6.02. Acceleration...............................................26 SECTION 6.03. Other Remedies.............................................27 SECTION 6.04. Waiver of Past Defaults....................................27 SECTION 6.05. Control by Majority........................................27 SECTION 6.06. Limitation on Suits........................................28 SECTION 6.07. Rights of Holders To Receive Payment.......................28 SECTION 6.08. Collection Suit by Trustee.................................29 SECTION 6.09. Trustee May File Proofs of Claim...........................29 SECTION 6.10. Priorities.................................................29 SECTION 6.11. Undertaking for Costs......................................30 SECTION 6.12. Waiver of Stay or Extension Laws...........................30 ARTICLE VII Trustee SECTION 7.01. Duties of Trustee..........................................30 SECTION 7.02. Rights of Trustee..........................................32 SECTION 7.03. Individual Rights of Trustee...............................33 SECTION 7.04. Trustee's Disclaimer.......................................33 SECTION 7.05. Notice of Defaults.........................................33 SECTION 7.06. Reports by Trustee to Holders..............................33 SECTION 7.07. Compensation and Indemnity.................................34 SECTION 7.08. Replacement of Trustee.....................................34 SECTION 7.09. Successor Trustee by Merger................................36 ii 5 Page SECTION 7.10. Eligibility; Disqualification..............................36 SECTION 7.11. Preferential Collection of Claims Against Company..........................................36 SECTION 7.12. Trustee's Application for Instructions from the Company.........................................36 ARTICLE VIII Discharge of Indenture; Defeasance SECTION 8.01. Discharge of Liability on Securities; Defeasance...............................................37 SECTION 8.02. Conditions to Defeasance...................................38 SECTION 8.03. Application of Trust Money.................................39 SECTION 8.04. Repayment to Company.......................................39 SECTION 8.05. Indemnity for Government Obligations.......................40 SECTION 8.06. Reinstatement..............................................40 ARTICLE IX Amendments SECTION 9.01. Without Consent of Holders.................................40 SECTION 9.02. With Consent of Holders....................................41 SECTION 9.03. Compliance with Trust Indenture Act........................42 SECTION 9.04. Revocation and Effect of Consents and Waivers..............................................42 SECTION 9.05. Notation on or Exchange of Securities......................43 SECTION 9.06. Trustee To Sign Amendments.................................43 SECTION 9.07. Payment for Consent........................................43 ARTICLE X Subsidiary Guaranties SECTION 10.01. Guarantees.................................................44 SECTION 10.02. Limitation on Liability....................................46 SECTION 10.03. Successors and Assigns.....................................46 SECTION 10.04. No Waiver..................................................46 SECTION 10.05. Modification...............................................46 SECTION 10.06. Release of Subsidiary Guarantor............................47 iii 6 Page ARTICLE XI Miscellaneous SECTION 11.01. Trust Indenture Act Controls...............................47 SECTION 11.02. Notices....................................................48 SECTION 11.03. Communication by Holders with Other Holders............................................48 SECTION 11.04. Certificate and Opinion as to Conditions Precedent..................................49 SECTION 11.05. Statements Required in Certificate or Opinion...............................................49 SECTION 11.06. When Securities Disregarded................................49 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar................................................50 SECTION 11.08. Legal Holidays.............................................50 SECTION 11.09. Governing Law..............................................50 SECTION 11.10. No Recourse Against Others.................................50 SECTION 11.11. Successors.................................................50 SECTION 11.12. Multiple Originals.........................................50 SECTION 11.13. Table of Contents; Headings................................51 Rule 144A/Regulation S Appendix Exhibit A - Form of Exchange Security or Private Exchange Security iv 7 INDENTURE dated as of May 3, 1999, among CHAMPION ENTERPRISES, INC. a Michigan corporation (the "Company"), each of the Subsidiary Guarantors (as defined herein) and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association (the "Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company's 75/8% Senior Notes Due 2009 (the "Initial Securities") and, if and when issued pursuant to a registered exchange for Initial Securities, the Company's 75/8% Senior Notes Due 2009 (the "Exchange Securities") and if and when issued pursuant to a private exchange for Initial Securities, the Company's 75/8% Senior Notes Due 2009 (the "Private Exchange Securities", and together with the Exchange Securities and the Initial Securities, the "Securities"). ARTICLE I Definitions and Incorporation by Reference SECTION 1.01. Definitions. "Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended). The term "net rental payments" under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee on account of maintenance and 8 2 repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges. Attributable Debt may be reduced by the present value of the rental obligations, calculated on the same basis, that any sublessee has for all or part of the applicable property. "Board of Directors" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board. "Business Day" means each day which is not a Legal Holiday. "Capital Lease Obligations" means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. "Champion Development Corporation" means one or more direct, wholly-owned Subsidiaries of the Company which at all times, directly or indirectly, through one or more Subsidiaries, are engaged entirely or substantially entirely in real estate development and businesses related or incidental thereto. The determination of what constitutes a real estate development business shall be made in the reasonable good faith judgment of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Company" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision 9 3 contained herein and required by the TIA, each other obligor on the indenture securities. "Consolidated Net Tangible Assets" means, as of any date of determination, the total amount of assets appearing on the most recently published consolidated balance sheet of the Company and its Subsidiaries (less applicable reserves and other properly deductible items) after deducting (a) all current liabilities (excluding (i) the amount of those which are by their terms extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined, (ii) all intercompany items between the Company and any Subsidiary of the Company or between Subsidiaries of the Company and (iii) the current portion of long-term Indebtedness which would otherwise be included therein) and (b) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as determined in accordance with GAAP. "Credit Facility" means the Credit Agreement dated as of May 5, 1998 by and among Champion Enterprises, Inc., the Guarantors party thereto, the Banks party thereto, PNC Bank, National Association, as Administrative Agent, NBD Bank, as Syndication Agent, Comerica Bank, as Documentation Agent and National City Bank, Harris Trust and Savings Bank, Keybank National Association, Nationsbank, N.A. and Wachovia Bank, N.A., as Co-Agents (including the loans thereunder and any guarantees and security documents in connection there with), as amended, extended, renewed, restated, supplemented or otherwise modified from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or a successor Credit Facility, whether by the same or any other group of lenders. "Currency Agreement" means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Disqualified Stock" means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the 10 4 happening of any event (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock or (c) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part, in each case on or prior to the first anniversary of the Stated Maturity of the Securities. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in (a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) statements and pronouncements of the Financial Accounting Standards Board, (c) such other statements by such other entity as approved by a significant segment of the accounting profession and (d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing any obligation. "Guaranty Agreement" means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Person Guarantees the Company's obligations with 11 5 respect to the Securities on the terms provided in Article X. "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement. "Holder" or "Securityholder" means the Person in whose name a Security is registered on the Registrar's books. "Incur" means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. The accretion of principal of a non-interest bearing or other discount security shall not be deemed the Incurrence of Indebtedness. "Indebtedness" means, with respect to any Person on any date of determination (without duplication): (a) the principal in respect of (i) indebtedness of such Person for money borrowed and (ii) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable; (b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person; (c) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered 12 6 into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit); (e) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary of such Person, the liquidation preference with respect to, any Preferred Stock (but excluding, in each case, any accrued dividends); (f) all obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; (g) all obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and (h) to the extent not otherwise included in this definition, Hedging Obligations of such Person. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and with respect to contin gent obligations, the amount of liability required by GAAP to be accrued or reflected on the most recently published balance sheet of such Person. "Indenture" means this Indenture as amended or supplemented from time to time. "Interest Payment Date" means each date on which interest is payable on a Security. "Interest Rate Agreement" means in respect of a Person any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates. 13 7 "Issue Date" means the date on which the Initial Securities are originally issued. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). "Officer" means the Chairman of the Board, the Chief Executive Officer, any Executive Vice President, any Vice President, the Treasurer or the Secretary of the Company. "Officers' Certificate" means a certificate signed by two Officers. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "Permitted Liens" means, with respect to any Person: (a) pledges or deposits by such Person under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith pledges or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business; (b) Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens; (c) Liens for taxes, assessments, governmental charges or levies not yet subject to penalties for non-payment or which are being contested in good faith and by appropriate proceedings; (d) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness; 14 8 (e) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (f) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property (including Capital Stock) of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is Incurred, and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 360 days (or thereafter if such Lien is created pursuant to a firm commitment to lend entered into within such 360-day period) after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien; (g) Liens existing on the Issue Date; (h) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Lien may not extend to any other property owned by such Person or any of its Subsidiaries; (i) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Subsidiaries; (j) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Subsidiary of such Person; (k) Liens securing Hedging Obligations; 15 9 (l) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (f), (g), (h) and (i); provided, however, that: (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements to or on such property); and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (f), (g), (h) or (i) at the time the original Lien became a Permitted Lien and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; (m) any Lien incurred or assumed in connection with the issuance by a state or political subdivision thereof of any securities the interest on which is exempt from Federal income taxes by virtue of Section 103 of the Code, or any other laws and regulations in effect at the time of such issuance; (n) Liens in favor of, or required by contracts with, governmental entities; and (o) Liens arising out of judgments against the Company or its Subsidiaries being contested in good faith by the Company or such Subsidiary. For purposes of this definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Preferred Stock", as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. 16 10 "principal" of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time. "Principal Property" means any property owned or leased by any Subsidiary of the Company, the net book value of which, in the aggregate, on the date on which the determination is being made exceeds 1% of Consolidated Net Tangible Assets. "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings. "Registration Rights Agreement" means the Registration Rights Agreement dated April 28, 1999, among the Company, the Subsidiary Guarantors, Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated. "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Significant Subsidiary transfers such property to a Person and the Company or a Significant Subsidiary leases it from such Person. "SEC" means the Securities and Exchange Commission. "Securities" means the Securities issued under this Indenture. "Significant Subsidiary" means any Subsidiary of the Company that owns Principal Property; provided, however that Champion Development Corporation shall not be treated as a Significant Subsidiary. "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 17 11 "Subsidiary" means, in respect of any Person, any corporation, association, partnership, limited liability company, or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person. "Subsidiary Guaranty" means a Guarantee, including any Guaranty Agreement, on the terms set forth in Article X by a Subsidiary Guarantor of the Company's obligations with respect to the Securities. "Subsidiary Guarantor" means, unless released from their Subsidiary Guaranties as permitted by Section 10.06, A-1 Homes Group, Inc., Accent Mobile Homes, Inc., Auburn Champ, Inc., Champion Home Builders Co., Chandeleur Homes, Inc., Crest Ridge Homes, Inc., Dutch Housing, Inc., Grand Manor, Inc., Heartland Homes, Inc., Homes of Legend, Inc., Homes of Merit, Inc., Lamplighter Homes, Inc., Lamplighter Homes (Oregon), Inc., an Oregon corporation, Redman Business Trust, Redman Homes, Inc., Southern Showcase Housing, Inc. and any other Person that becomes a Subsidiary Guarantor pursuant to Section 4.06. "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture. "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. "Trust Officer" means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Uniform Commercial Code" means the New York Uniform Commercial Code as in effect from time to time. 18 12 "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option. "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of which (other than directors' qualifying shares) is owned by the Company or one or more Wholly Owned Subsidiaries. SECTION 1.02. Other Definitions.
Defined in Term Section ---- -------- "Bankruptcy Law"...................................................... 6.01 "covenant defeasance option".......................................... 8.01(b) "Custodian"........................................................... 6.01 "Event of Default".................................................... 6.01 "legal defeasance option"............................................. 8.01(b) "Legal Holiday"....................................................... 11.08 "Obligations"......................................................... 10.01 "Paying Agent"........................................................ 2.03 "Registrar"........................................................... 2.03 "Successor Company"................................................... 5.01
SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: "Commission" means the SEC; "indenture securities" means the Securities; "indenture security holder" means a Securityholder; "indenture to be qualified" means this Indenture; "indenture trustee" or "institutional trustee" means the Trustee; and "obligor" on the indenture securities means the Company and any other obligor on the indenture securities. 19 13 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. SECTION 1.04. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) "or" is not exclusive; (d) "including" means including without limitation; (e) words in the singular include the plural and words in the plural include the singular; (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; (g) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP, and accretion of principal on such security shall be deemed to be noncash interest expense; (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and (i) all references to the date the Securities were originally issued shall refer to the date the Initial Securities were originally issued. ARTICLE II The Securities SECTION 2.01. Form and Dating. Provisions relating to the Initial Securities, the Private Exchange Securities and the Exchange Securities are set forth in the 20 14 Rule 144A/Regulation S Appendix attached hereto (the "Appendix") which is hereby incorporated in and expressly made part of this Indenture. The Initial Securities shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities and the Private Exchange Securities shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms of the Securities set forth in the Appendix and Exhibit A are part of the terms of this Indenture. SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver Initial Securities for original issue in an aggregate principal amount of $200,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and the Person or Persons to whom such Securities are to be delivered. The aggregate principal amount of Securities outstanding at any time may not exceed that amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication 21 15 by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Securities may be presented for payment (the "Paying Agent"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. SECTION 2.04. Paying Agent To Hold Money in Trust. On or prior to each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. 22 16 SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar and the Trustee may require a Securityholder, among other things, to furnish appropriate endorsements and transfer documents and the Registrar shall register the transfer as requested upon certification to the Registrar that the requirements of Section 8-401(1) of the Uniform Commercial Code have been met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if it has received certification that the same requirements have been met and thereupon one or more new Securities in the same aggregate principal amount shall be issued to the designated assignee or transferee and the old Security shall be canceled. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar's or co-registrar's request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the 23 17 Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. Every replacement Security is an additional obligation of the Company. SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancelation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 24 18 SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities. SECTION 2.10. Cancelation. The Company at any time may deliver Securities to the Trustee for cancelation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancelation in accordance with the Trustee's procedures for the disposition of canceled securities in effect as of the date of such disposition and deliver a certificate of such disposition to the Company unless the Company directs the Trustee in writing to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancelation. SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on 25 19 the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. ARTICLE III Redemption SECTION 3.01. Notices to Trustee. If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and that such redemption is being made pursuant to paragraph 5 of the Securities. The Company shall give each notice to the Trustee provided for in this Section at least 30 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers' Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000. Securities and portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder's registered address. 26 20 The notice shall identify the Securities to be redeemed and shall state: (a) the redemption date; (b) the redemption price; (c) the name and address of the Paying Agent; (d) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; (e) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed; (f) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and (g) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; provided, however, that the notice may omit the redemption price, provided that the calculation thereof is set forth in such notice. The redemption price, as so calculated, shall be set forth in an Officers' Certificate delivered to the Trustee no later than two Business Days prior to the applicable redemption date. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at the Company's expense. In such event, the Company shall provide the Trustee with the information required by this Section. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date). Failure to give notice or any defect in the notice to any Holder 27 21 shall not affect the validity of the notice to any other Holder. SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancelation. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company's expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE IV Covenants SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if by 10:00 a.m., New York City time, on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due. The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. SEC Reports. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide the Trustee and Securityholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so provided at the times specified for the filing of such information, documents and reports under such Sections. In addition, the Company shall file a copy of all such information and reports referred to in the preceding 28 22 sentence with the SEC for public availability within the time periods specified in the SEC's rules and regulations unless the SEC will not accept such a filing. The Company also shall comply with the other provisions of TIA ss. 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). SECTION 4.03. Limitation on Liens. The Company will not, and will not permit any Significant Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the "Initial Lien") of any nature whatsoever on any of its properties (including Capital Stock of a Subsidiary), whether owned at the Issue Date or thereafter acquired, other than Permitted Liens and except as provided in Section 4.05, without effectively providing that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Securities pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. SECTION 4.04. Limitation on Sale/Leaseback Transactions. The Company will not, and will not permit any Significant Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless: (a) the Company or such Significant Subsidiary would be entitled to create a Lien on any such property subject to such Sale/Leaseback Transaction without equally and ratably securing the Securities pursuant to Section 4.03; or (b) the Company, within 360 days after completion of such Sale/Leaseback Transaction, applies an amount equal to the greater of (i) the fair value (as determined by the Board of Directors) of such property or (ii) the net proceeds from such Sale/Leaseback Transaction to the redemption or retirement of the Securities or the repayment of other Indebtedness ranking pari passu with the Securities. In lieu of applying any or all of the net proceeds from such 29 23 Sale/Leaseback Transaction to the redemption or retirement of Indebtedness, the Company may deliver Securities to the Trustee for cancelation and reduce the amount to be applied to the redemption of Securities by an amount equal to the aggregate principal amount of Securities delivered. The foregoing shall not apply to any Sale/Leaseback Transaction (a) between the Company and any one of its Subsidiaries, (b) between Subsidiaries of the Company or (c) involving a lease for a period, including renewal periods, optional or otherwise, not in excess of four years. SECTION 4.05. Exempted Indebtedness. Notwithstanding Section 4.03 and Section 4.04, the Company and its Significant Subsidiaries may create, Incur or otherwise cause to suffer to exist or become effective Liens without securing the Securities in compliance with Section 4.03 or enter into a Sale/Leaseback Transaction without complying with Section 4.04(b), or enter into a combination of such transactions if at the time of such event, and after giving effect thereto and to the retirement of any Indebtedness which is concurrently being repaid, the sum of (a) the principal amount of Indebtedness secured by such Liens or the Attributable Debt in respect of such Sale/Leaseback Transaction, as the case may be, and (b) the principal amount of all other Indebtedness secured by Liens (not including Liens permitted under Section 4.03) and all other Attributable Debt in respect of Sale/Leaseback Transactions then outstanding (not including Sale/Leaseback Transactions permitted under Section 4.04), measured, in each case, at the time any such Lien is Incurred or any such Sale/Leaseback Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets. SECTION 4.06. Future Subsidiary Guarantors. The Company will cause each Person that provides a Guarantee in connection with any senior indebtedness of the Company outstanding at any time ranking pari passu in right of payment with the Securities, including the Credit Facility, to execute and deliver to the Trustee a Guaranty Agreement at the time such Person executes such Guarantee in connection with such pari passu indebtedness. SECTION 4.07. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or 30 24 not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA ss. 314(a)(4). SECTION 4.08. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. ARTICLE V Successor Company SECTION 5.01. When Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all its assets to, any Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction on a pro forma basis, no Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but the predecessor Company in the case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the Securities. 31 25 ARTICLE VI Defaults and Remedies SECTION 6.01. Events of Default. An "Event of Default" occurs if: (a) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days; (b) the Company (i) defaults in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity, upon declaration or otherwise, or (ii) fails to redeem Securities when required pursuant to this Indenture or the Securities; (c) the Company fails to comply with Section 5.01; (d) the Company fails to comply with any of its covenants or agreements in the Securities or this Indenture (other than those referred to in clause (a), (b), or (c) above) and such failure continues for 60 days after the notice specified below; (e) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or (iv) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any Significant Subsidiary in an involuntary case; 32 26 (ii) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or (iii) orders the winding up or liquidation of the Company or any Significant Subsidiary; or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days; or (g) any Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms hereof or such Subsidiary Guaranty) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. The term "Bankruptcy Law" means Title 11, United States Code or any similar Federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. A Default under clause (d) is not an Event of Default until the Trustee or the holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default". The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Event of Default under clause (g) and any event which with the giving of notice or the lapse of time would become an Event of Default under clause (d), its status and what action the Company is taking or proposes to take with respect thereto. SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or (f) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or 33 27 the Holders of at least 25% in principal amount of the Securities by written notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(e) or (f) with respect to the Company occurs, and is continuing the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities by written notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security (b) a Default arising from the failure to redeem any Security when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any pro- 34 28 ceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities unless: (a) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; (b) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the remedy; (c) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and (e) the Holders of a majority in principal amount of the Securities do not give the Trustee a direction inconsistent with the request during such 60-day period. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. SECTION 6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any 35 29 such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07. SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: FIRST: to the Trustee for amounts due under Section 7.07; SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and THIRD: to the Company. The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that 36 30 states the record date, the payment date and amount to be paid. SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE VII Trustee SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 37 31 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 38 32 (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee's conduct does not constitute wilful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the corporate trust office of the Trustee, and such notice references the Securities and this Indenture. 39 33 (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA), it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in the Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication. SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Security (including payments pursuant to the mandatory redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not opposed to the interest of Securityholders. SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each May 1 beginning with the May 1 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 1 that complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss. 313(b). A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each 40 34 stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company shall indemnify the Trustee and any predecessor Trustee and their agents against any and all loss, liability or expense (including attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such loss, damage, claim, liability or expense is due to the Trustee's own negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own wilful misconduct, negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. The Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(e) or (f), the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 41 35 SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: (a) the Trustee fails to comply with Section 7.10; (b) the Trustee is adjudged bankrupt or insolvent; (c) a receiver or other public officer takes charge of the Trustee or its property; or (d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the Company's obligations under 42 36 Section 7.07 shall continue for the benefit of the retiring Trustee. SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA ss. 310(b); provided, however, that there shall be excluded from the operation of TIAss. 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIAss. 310(b)(1) are met. SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or been removed shall be subject to TIA ss. 311(a) to the extent indicated. SECTION 7.12. Trustee's Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be 43 37 liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. ARTICLE VIII Discharge of Indenture; Defeasance SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancelation or (ii) all outstanding Securities have become due and payable at maturity and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05 and 4.06 and the operation of Sections 6.01(e), 6.01(f) and 6.01(g) (but, in the case of Sections 6.01(e) and (f), with respect only to Significant Subsidiaries) and the limitations contained in Section 5.01(b) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of 44 38 Default specified in Sections 6.01(e), 6.01(f) and 6.01(g) (but, in the case of Sections 6.01(e) and (f), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive. SECTION 8.02. Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only if: (a) the Company irrevocably deposits in trust with the Trustee money sufficient or U.S. Government Obligations, the principal of and interest on which when due, will be sufficient, or a combination thereof, sufficient for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be; (b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be; (c) 123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 6.01(e) or (f) with respect to the Company occurs which is continuing at the end of the period; (d) the deposit does not constitute a default under any other agreement binding on the Company; 45 39 (e) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (f) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (g) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (h) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII have been complied with. SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities. Money and securities so held in trust are not subject to Article X. SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. 46 40 Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors. SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however, that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. ARTICLE IX Amendments SECTION 9.01. Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder: (a) to cure any ambiguity, omission, defect or inconsistency; (b) to comply with Article V; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities 47 41 are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (d) to add Guarantees, including Subsidiary Guaranties, with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms hereof or to secure the Securities; (e) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (f) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; or (g) to make any change that does not adversely affect the rights of any Securityholder. After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. SECTION 9.02. With Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Securityholder affected thereby, an amendment may not: (a) reduce the amount of Securities whose Holders must consent to an amendment; (b) reduce the rate of or extend the time for payment of interest on any Security; (c) reduce the principal of or extend the Stated Maturity of any Security; (d) reduce the amount payable upon the redemption of any Security or change the time at which any Security may be redeemed pursuant to Article III. 48 42 (e) make any Security payable in money other than that stated in the Security; (f) impair the right of any holder of any Security to receive payment of principal of and interest on such holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Securities or any Subsidiary Guaranty; (g) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (h) make any change in the ranking or priority of any Security that would adversely affect the Securityholders; or (i) make any change in any Subsidiary Guaranty that would adversely affect the Securityholders. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect. SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. 49 43 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment. SECTION 9.06. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 50 44 ARTICLE X Subsidiary Guaranties SECTION 10.01. Guarantees. Each Subsidiary Guarantor hereby unconditionally and irrevocably Guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. 51 45 Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Article VI for the 52 46 purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section. SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. SECTION 10.03. Successors and Assigns. Subject to Section 10.06, this Article XI shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise. SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same 53 47 shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances. SECTION 10.06. Release of Subsidiary Guarantor. Upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor (in each case other than to the Company or an Affiliate of the Company), or if a Subsidiary Guarantor ceases to be a guarantor under the Credit Facility and any other senior indebtedness of the Company ranking pari passu in right of payment with the Securities with respect to which it has provided a Guarantee, such Subsidiary Guarantor shall be deemed released from all obligations under this Article X without any further action required on the part of the Trustee or any Holder; provided, however, that such Subsidiary Guarantor shall not be deemed released from its obligations under this Article X as long as such Subsidiary Guarantor provides a Guarantee in connection with any senior indebtedness of the Company outstanding at any time ranking pari passu in right of payment with the Securities, including the Credit Facility. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. ARTICLE XI Miscellaneous SECTION 11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 54 48 SECTION 11.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows: if to the Company or any Subsidiary Guarantor: Champion Enterprises, Inc. 2701 University Drive Suite 300 Auburn Hills, MI 48326 Attention of John J. Collins, Jr.; if to the Trustee: The First National Bank of Chicago One First National Plaza, Suite 0126 Chicago, IL 60670-0126 Attention of Corporate Trust Administration The Company, each Subsidiary Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. SECTION 11.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA ss. 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA ss. 312(c). 55 49 SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Except as otherwise expressly provided herein, upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) except with respect to the initial authentication of Securities on the date of this Indenture, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: (a) a statement that the individual making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. SECTION 11.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, 56 50 for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. SECTION 11.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday, a day on which banking institutions are not required to be open in the State of New York or any day on which the Federal Reserve System Fedwire is not scheduled to be operational. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. SECTION 11.09. Governing Law. This Indenture and the Securities 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. SECTION 11.10. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. SECTION 11.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. SECTION 11.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 57 51 SECTION 11.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 58 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. CHAMPION ENTERPRISES, INC., by /s/ Joseph H. Stegmayer ------------------------------ Name: Joseph H. Stegmayer Title: Exec. Vice President A-1 HOMES GROUP, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary ACCENT MOBILE HOMES, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary AUBURN CHAMP, INC., 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 CHANDELEUR HOMES, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary 59 CREST RIDGE HOMES, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary DUTCH HOUSING, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary GRAND MANOR, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary HEARTLAND HOMES, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary HOMES OF LEGEND, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary HOMES OF MERIT, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary 60 LAMPLIGHTER HOMES, INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary LAMPLIGHTER HOMES (OREGON), INC., by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary REDMAN BUSINESS TRUST, by /s/ John J. Collins, Jr. ------------------------------ Name: John J. Collins, Jr. Title: Secretary REDMAN HOMES, INC., by /s/ John J. Collins, Jr. -------------------------------- Name: John J. Collins, Jr. Title: Secretary SOUTHERN SHOWCASE HOUSING, INC., by /s/ John J. Collins, Jr. -------------------------------- Name: John J. Collins, Jr. Title: Secretary THE FIRST NATIONAL BANK OF CHICAGO, by /s/ A. Movitz -------------------------------- Name: A. Movitz Title: Assistant Vice President 61 RULE 144A/REGULATION S APPENDIX PROVISIONS RELATING TO INITIAL SECURITIES, PRIVATE EXCHANGE SECURITIES AND EXCHANGE SECURITIES 1. Definitions 1.1 Definitions For the purposes of this Appendix the following terms shall have the meanings indicated below: "Depository" means The Depository Trust Company, its nominees and their respective successors. "Exchange Securities" means the 75/8% Senior Notes Due 2009 to be issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant to the Registration Rights Agreement. "Initial Purchasers" means Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated. "Initial Securities" means the 75/8% Senior Notes Due 2009, issued under this Indenture on or about the date hereof. "Private Exchange" means the offer by the Company, pursuant to the Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Securities. "Purchase Agreement" means the Purchase Agreement dated April 28, 1999, between the Company and the Initial Purchasers. "QIB" means a "qualified institutional buyer" as defined in Rule 144A. "Registered Exchange Offer" means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a 62 2 like aggregate principal amount of Exchange Securities registered under the Securities Act. "Registration Rights Agreement" means the Registration Rights Agreement dated April 28, 1999 among the Company, the Subsidiary Guarantors and the Initial Purchasers. "Securities" means the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a single class. "Securities Act" means the Securities Act of 1933, as amended. "Securities Custodian" means the custodian with respect to a Global Security (as appointed by the Depository), or any successor person thereto and shall initially be the Trustee. "Shelf Registration Statement" means the registration statement issued by the Company, in connection with the offer and sale of Initial Securities or Private Exchange Securities, pursuant to the Registration Rights Agreement. "Transfer Restricted Securities" means Securities that bear or are required to bear the legend set forth in Section 2.3(b)hereto. 1.2 Other Definitions
Defined in Term Section: ---- ---------- "Agent Members"..........................................................2.1(b) "Global Security"........................................................2.1(a) "Regulation S"...........................................................2.1(a) "Rule 144A"..............................................................2.1(a)
63 3 2. The Securities. 2.1 Form and Dating. The Initial Securities are being offered and sold by the Company pursuant to the Purchase Agreement. (a) Global Securities. Initial Securities offered and sold to a QIB in reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance on Regulation S under the Securities Act ("Regulation S"), in each case as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto (each, a Global Security"), which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Trustee, at its principal corporate trust office, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for the Depository. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such 64 4 Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security. (c) Certificated Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. 2.2 Authentication. The Trustee shall authenticate and deliver: (a) Initial Securities for original issue in an aggregate principal amount of $200,000,000 and (b) Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to the Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities, Exchange Securities or Private Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $200,000,000 except as provided in Section 2.07 of this Indenture. 2.3 Transfer and Exchange. (a) Transfer and Exchange of Global Securities. (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depositary to credit to the account of the Person specified in 65 5 such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. (ii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iii) In the event that a Global Security is exchanged for Securities in definitive registered form pursuant to Section 2.4 or Section 2.09 of the Indenture, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company. (b) Legend. (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the Global Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, 66 6 RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security). (iii) After a transfer of any Initial Securities or Private Exchange Securities during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private Exchange Security will cease to apply, and a Initial Security or Private Exchange Security without legends will be available to the transferee of the Holder of such Initial Securities or Private Exchange Securities upon exchange of such transferring Holder's Initial Security or Private Exchange Security or directions to transfer such Holder's interest in the Global Security, as applicable. 67 7 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, Initial Securities with the restricted securities legend set forth in Exhibit 1 hereto will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in global form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. (v) Upon the consummation of a Private Exchange with respect to the Initial Securities pursuant to which Holders of such Initial Securities are offered Private Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply, and Private Exchange Securities in global form with the Restricted Securities Legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private Exchange. (c) Cancelation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for certificated Securities, redeemed, repurchased or canceled, such Global Security shall be returned to the Depository for cancelation or retained and canceled by the Trustee. At any time prior to such cancelation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. (d) Obligations with Respect to Transfers and Exchanges of Securities. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Securities and Global Securities at the Registrar's or co-registrar's request. 68 8 (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 9.05). (iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning 15 Business Days before the mailing of a notice of redemption or 15 Business Days before an interest payment date. (iv) Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (v) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. (e) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or 69 9 made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 2.4 Certificated Securities. (a) A Global Security deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and, in either case, a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture. (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, 70 10 The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of certificated Initial Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct. Any certificated Initial Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(b), bear the restricted securities legend set forth in Exhibit 1 hereto. (c) Subject to the provisions of Section 2.4(b), the registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (d) In the event of the occurrence of any of the events specified in Section 2.4(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons. 71 EXHIBIT 1 to RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF INITIAL SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend] "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF 72 2 AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 73 3 No. [ ] $[ ] CUSIP NO.: [ ] ISIN NO.: [ ] 75/8% Senior Notes Due 2009 Champion Enterprises, Inc., a Michigan corporation, promises to pay to ___________ or registered assigns, the principal sum of _____________ on May 15, 2009. Interest Payment Dates: May 15 and November 15. Record Dates: May 1 and November 1. 74 4 Additional provisions of this Security are set forth on the other side of this Security. Dated: CHAMPION ENTERPRISES, INC., by ----------------------- Name: Title: by ----------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE FIRST NATIONAL BANK OF CHICAGO, as Trustee, certifies that this is one of the Securities referred to in the Indenture. by ----------------------------- Authorized Signatory 75 5 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 75/8% Senior Note Due 2009 1. Interest Champion Enterprises, Inc., a Michigan corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum for the first 90-day period immediately following such Registration Default (increasing by an additional 0.25% per annum with respect to any subsequent period up to a maximum additional interest rate of 0.50%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semiannually on May 15 and November 15 of each year. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 3, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the May 1 or November 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that 76 6 payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 3. Paying Agent and Registrar Initially, The First National Bank of Chicago, a national banking association (the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 4. Indenture The Company issued the Securities under an Indenture dated as of May 3, 1999 ("Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Security holders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured obligations of the Company limited to $200,000,000 principal amount (subject to Section 2.07 of the Indenture). The Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior unsecured basis pursuant to the Indenture. Each Subsidiary Guarantor will be released from its Subsidiary Guaranty and certain Persons will become Subsidiary Guarantors in accordance with the terms and conditions set forth in the Indenture. The Indenture contains covenants that limit the ability of the Company and its Significant Subsidiaries to create liens on assets and engage in sale/leaseback trans actions and, in the case of the Company, consolidate, merge or 77 7 transfer all or substantially all of its assets. These covenants are subject to important exceptions and qualifications. 5. Optional Redemption The Company, at its option, may at any time redeem all or any portion of the Securities at a redemption price plus accrued interest to the date of redemption equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis points. "Treasury Yield" means, with respect to any redemption date applicable to the Securities, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means, with respect to the Securities, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. "Independent Investment Banker" means, with respect to the Securities offered hereby, Credit Suisse First Boston Corporation or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Comparable Treasury Price" means, with respect to any redemption date applicable to the Securities, (i) the average of the applicable Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. 78 8 "Reference Treasury Dealer" means, with respect to the Securities offered hereby, each of Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary U.S. Government securities dealers in New York City (each a "Primary Treasury Dealer") appointed by the Trustee in consultation with the Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Securities, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Securities (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 6. Notice of Redemption Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 7. Denominations; Transfer; Exchange The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities 79 9 selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 8. Persons Deemed Owners The registered Holder of this Security may be treated as the owner of it for all purposes. 9. Unclaimed Money If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 10. Discharge and Defeasance Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 11. Amendment, Waiver Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add 80 10 guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder. 12. Defaults and Remedies Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or upon acceleration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; and (v) any event which causes any Subsidiary Guaranty to cease to be in full force and effect or if any Subsidiary Guarantor denies its obligations under its Subsidiary Guaranty. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 13. Trustee Dealings with the Company Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities 81 11 and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 14. No Recourse Against Others A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 15. Authentication This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 16. Abbreviations Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 17. Holders' Compliance with Registration Rights Agreement Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. 82 12 18. CUSIP Numbers Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Security holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 19. Governing Law THIS SECURITY 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. THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO: CHAMPION ENTERPRISES, INC. 2701 UNIVERSITY DRIVE SUITE 300 AUBURN HILLS, MICHIGAN 48326 ATTENTION: GENERAL COUNSEL - -------------------------------------------------------------------------------- 83 13 ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. - -------------------------------------------------------------------------------- Date: Your Signature: ---------------- ------------------------------------------ - -------------------------------------------------------------------------------- Sign exactly as your name appears on the other side of this Security. In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to an effective registration statement under the Securities Act of 1933; or (3) [ ] inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is 84 14 being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. ------------------------ Signature Signature Guarantee: - ---------------------------- ------------------------- Signature must be guaranteed Signature Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. - -------------------------------------------------------------------------------- 85 15 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ----------------- ----------------------------- NOTICE: To be executed by an executive officer 86 16 [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made:
Date of Amount of decrease Amount of increase Principal amount Signature of Exchange in Principal in Principal of this Global authorized officer Amount of this Amount of this Security following of Trustee or Global Security Global Security such decrease or Securities increase) Custodian - ----------- ------------------ ------------------ ------------------ ------------------
87 EXHIBIT A FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY [*/] [**/] No. [ ] $[ ] CUSIP NO.: [ ] ISIN NO.: [ ] 75/8% Senior Notes Due 2009 Champion Enterprises, Inc., a Michigan corporation, promises to pay to ____________ or registered assigns, the principal sum of_____________ DOLLARS on May 15, 2009. Interest Payment Dates: May 15 and November 15. Record Dates: May 1 and November 1. 88 2 Additional provisions of this Security are set forth on the other side of this Security. Dated: CHAMPION ENTERPRISES, INC., by ----------------------- Name: Title: by ----------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE FIRST NATIONAL BANK OF CHICAGO, as Trustee, certifies that this is one of the Securities referred to in the Indenture. by ----------------------------- Authorized Signatory 89 3 - --------------------- */ [If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to the Appendix and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".] **/ [If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to the Appendix and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.] 90 FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY 75/8% Senior Note Due 2009 1. Interest Champion Enterprises, Inc., a Michigan corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Security at the rate per annum shown above [; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum for the first 90-day period immediately following such Registration Default (increasing by an additional 0.25% per annum with respect to any subsequent period that occurs after the date on which such Registration default occurs up to a maximum additional interest rate of 0.50%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured]***/. The Company will pay interest semiannually on May 15 and November 15 of each year. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 3, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. - ------------------------- ***/ Insert if at the time of issuance of the Exchange Security or Private Exchange Security (as the case may be) neither the Registered Exchange Offer has been consummated nor a Shelf Registration Statement has been declared effective in accordance with the Registration Rights Agreement. 91 2 2. Method of Payment The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the May 1 or November 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no U.S. dollar account maintained by the payee with a bank in the United States is designated by any holder to the Trustee or the Paying Agent at least 30 days prior to the relevant due date for payment (or such other date as the Trustee may accept in its discretion), by mailing a check to the registered address of such holder. 3. Paying Agent and Registrar Initially, The First National Bank of Chicago, a national banking association ("Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 4. Indenture The Company issued the Securities under an Indenture dated as of May 3, 1999 ("Indenture"), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 92 3 The Securities are general unsecured obligations of the Company limited to $200,000,000 aggregate principal amount (subject to Section 2.07 of the Indenture). The Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior unsecured basis pursuant to the Indenture. Each Subsidiary Guarantor will be released from its Subsidiary Guaranty and certain Persons will become Subsidiary Guarantors in accordance with the terms and conditions set forth in the Indenture. The Indenture contains covenants that limit the ability of the Company and its Significant Subsidiaries to create liens on assets and to engage in sale/leaseback transactions and, in the case of the Company, consolidate, merge or transfer all or substantially all of its assets. These covenants are subject to important exceptions and qualifications. 5. Optional Redemption The Company, at its option, may at any time redeem all or any portion of the Securities at a redemption price plus accrued interest to the date of redemption equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis points. "Treasury Yield" means, with respect to any redemption date applicable to the Securities, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means, with respect to the Securities, the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. "Independent Investment Banker" means, with respect to the Securities offered hereby, Credit Suisse 93 4 First Boston Corporation or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Comparable Treasury Price" means, with respect to any redemption date applicable to the Securities, (i) the average of the applicable Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer" means, with respect to the Securities offered hereby, each of Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary U.S. Government securities dealers in New York City (each a "Primary Treasury Dealer") appointed by the Trustee in consultation with the Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the Securities, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Securities (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 6. Notice of Redemption Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such 94 5 date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 7. Denominations; Transfer; Exchange The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 8. Persons Deemed Owners The registered Holder of this Security may be treated as the owner of it for all purposes. 9. Unclaimed Money If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 10. Discharge and Defeasance Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 95 6 11. Amendment, Waiver Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder. 12. Defaults and Remedies Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities or upon acceleration or otherwise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; and (v) any event which causes any Subsidiary Guaranty to cease to be in full force and effect or if any Subsidiary Guarantor denies its obligations under its Subsidiary Guaranty. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 96 7 Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may with hold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders. 13. Trustee Dealings with the Company Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may other wise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 14. No Recourse Against Others A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Security holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 15. Authentication This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 97 8 16. Abbreviations Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 17. CUSIP Numbers Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Security holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 18. Holders' Compliance with Registration Rights Agreement Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. 19. Governing Law THIS SECURITY 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. 98 9 THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE SECURITY HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO: CHAMPION ENTERPRISES, INC. 2701 UNIVERSITY DRIVE SUITE 300 AUBURN HILLS, MICHIGAN 48326 ATTENTION: GENERAL COUNSEL 99 ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. - -------------------------------------------------------------------------------- Date: Your Signature: ---------------- ----------------------------- - -------------------------------------------------------------------------------- Sign exactly as your name appears on the other side of this Security. EX-4.2 4 SUPPLEMENTAL INDENTURE 1 EXHIBIT 4.2 SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of July 30, 1999, among CHAMPION ENTERPRISES, INC., a Michigan corporation (the "Company"), each of the Company's subsidiaries listed in Schedule 1 hereto (the "New Subsidiary Guarantors"), the Subsidiary Guarantors (the "Existing Subsidiary Guarantors") under the Indenture referred to below, and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H : WHEREAS the Company and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the "Indenture") dated as of May 3, 1999, providing for the issuance of an aggregate principal amount of up to $200,000,000 of 7 5/8% 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 Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantors 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 Guarantors, 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 Guarantors hereby agree, jointly and severally with all other Subsidiary Guarantors, to unconditionally guarantee the Company's obligations under the Indenture and the 2 2 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. 2. Amendment. The definition of "Subsidiary Guarantor" in Section 1.01 of the Indenture shall be amended by adding the phrase "or Section 9.01" after the phrase "pursuant to Section 4.06". 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. 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. 5. 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 Guarantors. 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. 3 3 7. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 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, INC. ACCENT MOBILE HOMES, INC. AUBURN CHAMP, INC. CHAMPION HOME BUILDERS CO. CHANDELEUR HOMES, INC. CREST RIDGE HOMES, INC. DUTCH HOUSING, INC. GRAND MANOR, INC. HEARTLAND HOMES, INC. HOMES OF LEGEND, INC. HOMES OF MERIT, INC. LAMPLIGHTER HOMES, INC. LAMPLIGHTER HOMES (OREGON), INC. REDMAN BUSINESS TRUST REDMAN HOMES, INC. SOUTHERN SHOWCASE FINANCE, INC. NEW SUBSIDIARY GUARANTORS: ALPINE HOMES, INC. AMERICAN TRANSPORT, INC. ART RICHTER INSURANCE, INC. BRYAN MOBILE HOMES, INC. BUILDERS CREDIT CORPORATION CAC FUNDING CORPORATION CAL-NEL, INC. CARE FREE HOMES, INC. CARNIVAL HOMES, INC. 4 4 CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC. CHAMPION FINANCIAL CORPORATION CHAMPION HOME CENTERS, INC. CHAMPION HOME COMMUNITIES, INC. CHAMPION MOTOR COACH, INC. CLIFF AVE. INVESTMENTS, INC. COLONIAL HOUSING, INC. COUNTRY ESTATES HOMES, INC. COUNTRYSIDE HOMES, INC. CRESTPOINTE FINANCIAL SERVICES, INC. FACTORY HOMES OUTLET, INC. FACTORY OUTLET, INC. FLEMING COUNTY INDUSTRIES, INC. GATEWAY ACCEPTANCE CORP. GATEWAY MOBILE & MODULAR HOMES, INC. GATEWAY PROPERTIES CORP. GEM HOMES, INC. 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. I.D.A., INC. IMPERIAL HOUSING, INC. INVESTMENT HOUSING, INC. ISEMAN CORP. JASPER MOBILE HOMES, INC. KENTUCKYBILT HOMES, INC. LAKE COUNTRY LIVING, INC. M&J SOUTHWEST DEVELOPMENT CORP. MANUFACTURED HOUSING OF LOUISIANA, INC. MOBILE FACTORY OUTLET, INC. MODULINE INTERNATIONAL, INC. NORTHSTAR CORPORATION PHILADELPHIA HOUSING CENTER, INC. PREMIER HOUSING, INC. REDMAN HOMES MANAGEMENT COMPANY, INC. REDMAN INDUSTRIES, INC. REDMAN INVESTMENT, INC. REDMAN MANAGEMENT SERVICES BUSINESS TRUST REDMAN RETAIL, INC. 5 5 REGENCY SUPPLY COMPANY, INC. SAN JOSE ADVANTAGE HOMES, INC. SERVICE CONTRACT CORPORATION SOUTHERN SHOWCASE HOUSING, INC. STAR FLEET, INC. THE OKAHUMPKA CORPORATION THOMAS HOMES OF AUSTIN, INC. THOMAS HOMES OF BUDA, INC. THOMAS HOMES OF TEXAS, INC. TOM TERRY ENTERPRISES, INC. TRADING POST MOBILE HOMES, INC. U.S.A. MOBILE HOMES, INC. VICTORY INVESTMENT COMPANY VIDOR MOBILE HOME CENTER, INC. WESTERN HOMES CORPORATION WHITWORTH MANAGEMENT, INC. WRIGHT'S MOBILE HOMES, INC. THE UNDERSIGNED IS THE AUTHORIZED SIGNATORY FOR THE EXISTING SUBSIDIARY GUARANTORS AND THE NEW SUBSIDIARY GUARANTORS, by John J. Collins, Jr. ---------------------------------- Name: John J. Collins, Jr. Title: Secretary THE FIRST NATIONAL BANK OF CHICAGO, as Trustee, by /s/ Sandra Caruba ---------------------------------- Name: Sandra Caruba Title: Vice President 6 Schedule 1 ALPINE HOMES, INC. MANUFACTURED HOSING OF LOUISIANA, AMERICAN TRANSPORT, INC. INC. ART RICHTER INSURANCE, INC. MOBILE FACTORY OUTLET, INC. BRYAN MOBILE HOMES, INC. MODULINE INTERNATIONAL, INC. BUILDERS CREDIT CORPORATION NORTHSTAR CORPORATION CAC FUNDING CORPORATION PHILADELPHIA HOUSING CENTER, INC. CAL-NEL, INC. PREMIER HOUSING, INC. CARE FREE HOMES, INC. REDMAN HOMES MANAGEMENT COMPANY, CARNIVAL HOMES, INC. INC. CENTRAL MISSISSIPPI REDMAN INDUSTRIES, INC. MANUFACTURED HOUSING, INC. REDMAN INVESTMENT, INC. CHAMPION FINANCIAL CORPORATION REDMAN MANAGEMENT SERVICES CHAMPION HOME CENTERS, INC. BUSINESS TRUST CHAMPION HOME COMMUNITIES, REDMAN RETAIL, INC. INC. REGENCY SUPPLY COMPANY, INC. CHAMPION MOTOR COACH, INC. SAN JOSE ADVANTAGE HOMES, INC. CLIFF AVE. INVESTMENTS, INC. SERVICE CONTRACT CORPORATION COLONIAL HOUSING, INC. SOUTHERN SHOWCASE FINANCE, INC. COUNTRY ESTATES HOMES, INC. STAR FLEET, INC. COUNTRYSIDE HOMES, INC. THE OKAHUMPKA CORPORATION CRESTPOINTE FINANCIAL THOMAS HOMES OF AUSTIN, INC. SERVICES, INC. THOMAS HOMES OF BUDA, INC. FACTORY HOMES OUTLET, INC. THOMAS HOMES OF TEXAS, INC. FACTORY OUTLET, INC. TOM TERRY ENTERPRISES, INC. FLEMING COUNTY INDUSTRIES, TRADING POST MOBILE HOMES, INC. INC. U.S.A. MOBILE HOMES, INC. GATEWAY ACCEPTANCE CORP. VICTORY INVESTMENT COMPANY GATEWAY MOBILE & MODULAR VIDOR MOBILE HOME CENTER, INC. HOMES, INC. WESTERN HOMES CORPORATION GATEWAY PROPERTIES CORP. WHITWORTH MANAGEMENT, INC. GEM HOMES, INC. WRIGHT'S MOBILE HOMES, INC. 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. I.D.A., INC. IMPERIAL HOUSING, INC. INVESTMENT HOUSING, INC. ISEMAN CORP. JASPER MOBILE HOMES, INC. KENTUCKYBILT HOMES, INC. LAKE COUNTRY LIVING, INC. M&J SOUTHWEST DEVELOPMENT CORP. EX-4.3 5 REGISTRATION RIGHTS AGREEMENT DATED AS OF 4/28/99 1 EXECUTION COPY EXHIBIT 4.3 $200,000,000 CHAMPION ENTERPRISES, INC. 7 5/8% SENIOR NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENT April 28, 1999 Credit Suisse First Boston Corporation Donaldson, Lufkin & Jenrette Securities Corporation Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Ladies and Gentlemen: Champion Enterprises, Inc., a Michigan corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $200,000,000 aggregate principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes") to be unconditionally guaranteed (the "Subsidiary Guaranties") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B thereto (the "Subsidiary Guarantors" and together with the Issuer, the "Company"). The Notes and the Subsidiary Guaranties are together referred to as the "Initial Securities." The Initial Securities will be issued pursuant to an Indenture, dated as of May 3, 1999 (the "Indenture"), among the Issuer, the Subsidiary Guarantors and The First National Bank of Chicago, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuer and the Subsidiary Guarantors, jointly and severally, agree with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the "Holders"), as follows: 1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 90 days after (or if the 90th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the "Issue Date"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to 2 such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days (or if the 180th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6(d) hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall end on the earlier of 180 days from the close of the Registered 2 3 Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture, guaranteed by the Subsidiary Guarantors, and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Initial Securities (the "Private Exchange Securities"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "Securities". In connection with the Registered Exchange Offer, the Company shall: (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee; (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and (e) otherwise comply with all applicable laws. As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall: (x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. 3 4 The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the Issue Date. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 210 days of the Issue Date, (iii) any Initial Purchaser within 10 business days following consummation of the Registered Exchange Offer notifies the Company that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) within 10 business days following consummation of the Registered Exchange Offer notifies the Company that such Holder is not eligible to participate in the Registered Exchange Offer, that such Holder may not resell the Exchange Notes to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or that such Holder is a broker/dealer and holds Initial Securities that are part of an unsold 4 5 allotment from the original sale of the Notes, the Company shall take the following actions: (a) The Company shall, at its cost, as promptly as practicable file with the Commission and thereafter shall use its best efforts to cause to be declared effective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" 5 6 section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. (b) The Company shall give written notice to the Initial Purchasers, and, in the case of a Shelf Registration Statement, the Holders of the Securities and, in the case of an Exchange Offer Registration Statement, any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading. 6 7 (c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference). (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. (h) Prior to any public offering of the Securities pursuant to any Registration Statement the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject; and, provided further, however, that 7 8 the Company shall not be required to pay any expenses in connection therewith after the effective date of any applicable Registration Statement. (i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, 8 9 the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. (o) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration. (p) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; provided further, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality. (q) In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel (which may be in-house counsel) to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Issuer and its subsidiaries; the qualification of the Issuer and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Issuer and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the 9 10 offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. (r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form set forth in Sections 6(d) and 6(e) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) of the Purchase Agreement, with appropriate date changes. (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied. (t) The Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any. (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the 10 11 Conduct Rules (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. (v) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby. 4. Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Cravath, Swaine & Moore, counsel for the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Securities covered thereby to act as counsel for the Holders of the Securities in connection therewith. 5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the "Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and 11 12 furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer (or any person controlling such Holder or Participating Broker-Dealer) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons. (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to 12 13 such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to and an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering and sale of the Securities, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and a Holder of Securities, on the other, with respect to such offering and sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses) received by or on behalf of the Company as set forth in the table on the cover of the Offering Document, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of such Securities, on the other. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), a Holder of Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company. 13 14 (e) The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 6. Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a "Registration Default"): (i) If by August 2, 1999 (90 days after the Issue Date), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission; (ii) If by November 29, 1999 (210 days after the Issue Date), neither the Registered Exchange Offer is consummated nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission; or (iii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum (the "Additional Interest Rate") for the first 90- day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to any subsequent period after such first 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.50% per annum. (b) A Registration Default referred to in Section 6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. 14 15 (c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in the same manner as specified in the Indenture for the payment of interest on the Securities on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 7. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. So long as any Transfer Restricted Securities remain outstanding, the Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). So long as any Transfer Restricted Securities remain outstanding, the Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request. So long as any Transfer Restricted Securities remain outstanding, upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 15 16 9. Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: (1) if to a Holder of the Securities, at the most current address given by such Holder to the Company; (2) if to the Initial Purchasers, Credit Suisse First Boston Corporation Eleven Madison Avenue New York, NY 10010-3629 Fax No.: (212) 325-8278 Attention: Transactions Advisory Group with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Fax No.: (212) 474-3700 Attention: Kris F. Heinzelman (3) if to the Issuer or any Subsidiary Guarantor, at its address as follows: Champion Enterprises, Inc. 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 Fax. No.: (248) 340-7773 Attention: John J. Collins, Jr. with a copy to: Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, NY 10022 Fax No.: (212) 735-2000 Attention: Jeffrey W. Tindell. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery. 16 17 (c) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. (d) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. (h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (i) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 17 18 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer and the Subsidiary Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Subsidiary Guarantors in accordance with its terms. Very truly yours, CHAMPION ENTERPRISES, INC. by /s/ Joseph H. Stegmayer -------------------------- Name: Joseph H. Stegmayer Title: Executive Vice President A-1 HOMES GROUP, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary ACCENT MOBILE HOMES, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary AUBURN CHAMP, INC. 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 CHANDELEUR HOMES, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary 18 19 CREST RIDGE HOMES, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary DUTCH HOUSING, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary GRAND MANOR, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary HEARTLAND HOMES, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary HOMES OF LEGEND, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary HOMES OF MERIT, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary 19 20 LAMPLIGHTER HOMES, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary LAMPLIGHTER HOMES (OREGON), INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary REDMAN BUSINESS TRUST by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary REDMAN HOMES, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary SOUTHERN SHOWCASE HOUSING, INC. by /s/ John J. Collins, Jr. -------------------------- Name: John J. Collins, Jr. Title: Secretary 20 21 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED by: CREDIT SUISSE FIRST BOSTON CORPORATION as Representative of the Initial Purchasers by /s/ David Whit ----------------------------- Name: David Whit Title: Director 21 22 ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." 22 23 ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." 23 24 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. - -------- (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 24 25 ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ----------------------------- Address: ----------------------------- ----------------------------- If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 25 EX-5.1 6 OPINION OF DYKEMA GOSSETT PLLC 1 EXHIBIT 5.1 [DYKEMA GOSSETT LETTERHEAD] July 30, 1999 Champion Enterprises, Inc. 2701 University Drive, Suite 300 Auburn Hills, MI 48326 Re: Registration Statement on S-4 in connection with the Exchange Offer of 7 5/8% Senior Notes Due May 15, 2009 for 7 5/8% Senior Notes Due May 15, 2009 Ladies and Gentlemen: We have acted as counsel for Champion Enterprises, Inc., a Michigan corporation (the "Company") and A-1 Homes Group, Inc., a Michigan corporation, Accent Mobil Homes, Inc., a North Carolina corporation, Alpine Homes, Inc., a Colorado corporation, American Transport, Inc., a Nevada corporation, Art Richter Insurance, Inc., a Kentucky corporation, Auburn Champ, Inc., a Michigan corporation, Bryan Mobile Homes, Inc., a Texas corporation, Builders Credit Corporation, a Michigan corporation, CAC Funding Corporation, a Michigan corporation, Cal- Nel, Inc., a Texas corporation, Care Free Homes, Inc., a Michigan corporation, Carnival Homes, Inc., an Oklahoma corporation, Central Mississippi Manufactured Housing, Inc., a Mississippi corporation, Champion Financial Corporation, a Michigan corporation, Champion Home Builders Co., a Michigan corporation, Champion Home Centers, Inc., a Michigan corporation, Champion Home Communities, Inc., a Michigan corporation, Champion Motor Coach, Inc., a Michigan corporation, Chandeleur Homes, Inc., a Michigan corporation, Cliff Ave. Investments, Inc., a South Dakota corporation, Colonial Housing, Inc., a Texas corporation, Country Estates Homes, Inc., an Oklahoma corporation, Countryside Homes, Inc., a North Dakota corporation, Crest Ridge Homes, Inc., a Michigan corporation, Crestpointe Financial Services, Inc., a Delaware corporation, Dutch Housing, Inc., a Michigan corporation, Factory Homes Outlet, Inc., an Idaho corporation, Factory Outlet, Inc., a Michigan corporation, Fleming County Industries, Inc., a Kentucky corporation, Gateway Acceptance Corp., a South Dakota corporation, Gateway Mobile & Modular Homes, Inc., a Nebraska corporation, Gateway Properties Corp., a South Dakota corporation, Gem Homes, Inc., a Delaware corporation, Grand Manor, Inc., a Michigan corporation, Heartland Homes, Inc., a Texas corporation, HomePride Finance Corp., a Michigan corporation, Homes America Finance, Inc., a Nevada corporation, Homes America of Arizona, 2 DYKEMA GOSSETT PLLC July 30, 1999 Page 2 Inc., an Arizona corporation, Homes America of California, Inc., a California corporation, Homes America of Oklahoma, Inc., an Oklahoma corporation, Homes America of Utah, Inc., a Utah corporation, Homes America of Wyoming, Inc., a Wyoming corporation, Homes of Legend, Inc., a Michigan corporation, Homes of Merit, Inc., a Florida corporation, I.D.A., Inc., an Oklahoma corporation, Imperial Housing, Inc., a Texas corporation, Investment Housing, Inc., a Texas corporation, Iseman Corp., a South Dakota corporation, Jasper Mobile Homes, Inc., a Texas corporation, Kentuckybilt Homes, Inc., a Michigan corporation, Lake Country Living, Inc., a Texas corporation, Lamplighter Homes, Inc., a Washington corporation, Lamplighter Homes (Oregon), Inc., an Oregon corporation, M&J Southwest Development Corp., a Texas corporation, Manufactured Housing of Louisiana, Inc., a Michigan corporation, Mobile Factory Outlet, Inc., a Texas corporation, Moduline International, Inc., a Washington corporation, Northstar Corporation, a South Dakota corporation, Philadelphia Housing Center, Inc., a Mississippi corporation, Premier Housing, Inc., a Texas corporation, Redman Business Trust, a Delaware, Redman Homes Management Company, Inc., a Delaware corporation, Redman Homes, Inc., a Delaware corporation, Redman Industries, Inc., a Delaware corporation, Redman Investment, Inc., a Delaware corporation, Redman Management Services Business Trust, a Delaware, Redman Retail, Inc., a Delaware corporation, Regency Supply Company, Inc., a Delaware corporation, San Jose Advantage Homes, Inc., a California corporation, Service Contract Corporation, a Michigan corporation, Southern Showcase Finance, Inc., a Michigan corporation, Southern Showcase Housing, Inc., a North Carolina corporation, Star Fleet, Inc., an Indiana corporation, The Okahumpka Corporation, a Florida corporation, Thomas Homes of Austin, Inc., a Texas corporation, Thomas Homes of Buda, Inc., a Texas corporation, Thomas Homes of Texas, Inc., a Texas corporation, Tom Terry Enterprises, Inc., a Nevada corporation, Trading Post Mobile Homes, Inc., a Kentucky corporation, U.S.A. Mobile Homes, Inc., an Oregon corporation, Victory Investment Company, an Oklahoma corporation, Vidor Mobile Home Center, Inc., a Texas corporation, Western Homes Corporation, a Delaware corporation, Whitworth Management, Inc., a Nevada corporation, and Wright's Mobile Homes, Inc., a Texas corporation (each a "Subsidiary Guarantor" and, together with the Company, the "Issuers") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration statement on Form S-4 (the "Registration Statement") relating to the Exchange Offer by the Company of up to $200,000,000 aggregate principal amount of 7 5/8% Senior Notes due May 15, 2009 (the "Exchange Notes") for $200,000,000 aggregate principal amount of 7 5/8% Senior Notes due May 15, 2009. The Exchange Notes are to be issued pursuant to an Indenture (the "Indenture") by and among the Company and The First National Bank of Chicago, as Trustee. 3 DYKEMA GOSSETT PLLC July 30, 1999 Page 3 In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such of the Issuers' records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based upon the foregoing, we are of the opinion that: The Exchange Notes, when executed and authenticated in accordance with the terms of the Indentures, and upon issuance in accordance with the terms of the Exchange Offer in the prospectus constituting a part of the Registration Statement (the "Prospectus"), will be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as (a) the enforceability thereof may be limited by or subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium, usury or similar laws now or hereafter affecting creditors' rights generally and (b) rights or remedies (including, without limitation, acceleration, specific performance and injunctive relief) may be limited by equitable principles of general applicability (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law, and may be subject to the discretion of the court before which any proceedings therefor may be brought. We hereby consent to the use of this opinion as Exhibit 5.1 of the Registration Statement, and to the reference to our firm under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules or regulations thereunder or that this consent is required by Section 7 of the Act. Very truly yours, DYKEMA GOSSETT PLLC /s/ Dykema Gossett PLLC EX-12.1 7 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12.1 CHAMPION ENTERPRISES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)
Fiscal Year Six-Months Ended ------------------------------------------------------------------------------------------------------- 1994 1995 1996 1997 1998 1998 1999 ------------- -------------- --------------- -------------- -------------- ------------ ------------ Pretax income from continuing operations $ 66,908 $ 91,975 $ 91,925 $ 117,371 $ 156,798 $ 72,347 $ 82,579 ============= ============== =============== ============== ============== ============ ============ Fixed charges: Interest expense $ 1,285 $ 2,668 $ 2,174 $ 1,198 $ 15,833 $ 5,477 $ 13,314 Interest portion (1/3) of rentals 800 967 1,100 100 2,100 633 2,148 ------------- -------------- --------------- -------------- -------------- ------------ ------------ Total fixed charges $ 2,085 $ 3,635 $ 3,274 $ 1,298 $ 17,933 $ 6,110 $ 15,462 ============= ============== =============== ============== ============== ============ ============ Pretax income from continuing operations plus fixed charges $ 68,993 $ 95,610 $ 95,199 $ 118,669 $ 174,731 $ 78,457 $ 98,041 ============= ============== =============== ============== ============== ============ ============ Ratio of earnings to fixed charges 33.1 26.3 29.1 91.4 9.7 12.8 6.3 ============= ============== =============== ============== ============== ============ ============
EX-23.2 8 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Champion Enterprises, Inc. of our report dated February 5, 1999 relating to the financial statements, which appears in Champion Enterprises, Inc.'s Annual Report on Form 10-K for the year ended January 2, 1999. We also consent to the references to us under the headings "Experts" and "Selected Financial Data" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Detroit, Michigan July 28, 1999 EX-25.1 9 FORM T-1 1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 -------- STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) -------------------------- THE FIRST NATIONAL BANK OF CHICAGO (Exact name of trustee as specified in its charter) A National Banking Association 36-0899825 (I.R.S. employer identification number) One First National Plaza, Chicago, Illinois 60670-0126 (Address of principal executive offices) (Zip Code) The First National Bank of Chicago One First National Plaza, Suite 0286 Chicago, Illinois 60670-0286 Attn: Lynn A. Goldstein, Law Department (312) 732-6919 (Name, address and telephone number of agent for service) -------------------------- CHAMPION ENTERPRISES, INC. (Exact name of obligor as specified in its charter) Michigan 38-2743168 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 2 A-1 HOMES GROUP, INC. (Exact name of obligor as specified in its charter) Michigan 38-3416642 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) ACCENT MOBIL HOMES, INC. (Exact name of obligor as specified in its charter) North Carolina 56-1642122 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) ALPINE HOMES, INC. (Exact name of obligor as specified in its charter) Colorado 84-1138020 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) AMERICAN TRANSPORT, INC. (Exact name of obligor as specified in its charter) Nevada 88-0285995 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 3 ART RICHTER INSURANCE, INC. (Exact name of obligor as specified in its charter) Kentucky 61-0718629 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) AUBURN CHAMP, INC. (Exact name of obligor as specified in its charter) Michigan 38-3264202 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) BRYAN MOBILE HOMES, INC. (Exact name of obligor as specified in its charter) Texas 74-2313981 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) BUILDERS CREDIT CORPORATION (Exact name of obligor as specified in its charter) Michigan 38-2725018 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 4 CAC FUNDING CORPORATION (Exact name of obligor as specified in its charter) Michigan 38-2756292 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CAL-NEL, INC. (Exact name of obligor as specified in its charter) Texas 75-2753033 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CARE FREE HOMES, INC. (Exact name of obligor as specified in its charter) Michigan 87-0633793 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CARNIVAL HOMES, INC. (Exact name of obligor as specified in its charter) Oklahoma 74-2813105 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 5 CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC. (Exact name of obligor as specified in its charter) Mississippi 65-0561149 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CHAMPION FINANCIAL CORPORATION (Exact name of obligor as specified in its charter) Michigan 38-2742043 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CHAMPION HOME BUILDERS COMPANY (Exact name of obligor as specified in its charter) Michigan 38-2744984 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CHAMPION HOME CENTERS, INC. (Exact name of obligor as specified in its charter) Michigan 38-3392154 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 6 CHAMPION HOME COMMUNITIES, INC. (Exact name of obligor as specified in its charter) Michigan 38-1947966 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CHAMPION MOTOR COACH, INC. (Exact name of obligor as specified in its charter) Michigan 38-2721632 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CHANDELEUR HOMES, INC. (Exact name of obligor as specified in its charter) Michigan 38-3213165 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CLIFF AVENUE INVESTMENTS, INC. (Exact name of obligor as specified in its charter) South Dakota 46-0365898 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 7 COLONIAL HOUSING, INC. (Exact name of obligor as specified in its charter) Texas 75-2022082 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) COUNTRY ESTATES HOMES, INC. (Exact name of obligor as specified in its charter) Oklahoma 73-1430526 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) COUNTRYSIDE HOMES, INC. (Exact name of obligor as specified in its charter) North Dakota 45-0414879 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) CREST RIDGE HOMES, INC. (Exact name of obligor as specified in its charter) Michigan 38-3213167 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 8 CRESTPOINTE FINANCIAL SERVICES, INC. (Exact name of obligor as specified in its charter) Delaware 75-2140765 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) DUTCH HOUSING, INC. (Exact name of obligor as specified in its charter) Michigan 38-3157863 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) FACTORY HOMES OUTLET, INC. (Exact name of obligor as specified in its charter) Idaho 88-028324 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) FACTORY OUTLET, INC. (Exact name of obligor as specified in its charter) Michigan 61-1342285 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 9 FLEMING COUNTY INDUSTRIES, INC. (Exact name of obligor as specified in its charter) Kentucky 61-1078339 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) GATEWAY ACCEPTANCE CORP. (Exact name of obligor as specified in its charter) South Dakota 46-0372684 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) GATEWAY MOBILE & MODULAR HOMES, INC. (Exact name of obligor as specified in its charter) Nebraska 47-0709908 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) GATEWAY PROPERTIES CORP. (Exact name of obligor as specified in its charter) South Dakota 46-0426796 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 10 GEM HOMES, INC. (Exact name of obligor as specified in its charter) Delaware 76-0164265 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) GRAND MANOR, INC. (Exact name of obligor as specified in its charter) Michigan 38-3281658 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HEARTLAND HOMES, INC. (Exact name of obligor as specified in its charter) Texas 75-2797283 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMEPRIDE FINANCE CORP. (Exact name of obligor as specified in its charter) Michigan 38-3454767 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 11 HOMES AMERICA FINANCE, INC. (Exact name of obligor as specified in its charter) Nevada 88-0351418 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMES AMERICA OF ARIZONA, INC. (Exact name of obligor as specified in its charter) Arizona 86-0895662 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMES AMERICA OF CALIFORNIA, INC. (Exact name of obligor as specified in its charter) California 33-0697358 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMES AMERICA OF OKLAHOMA, INC. (Exact name of obligor as specified in its charter) Oklahoma 73-1489573 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 12 HOMES AMERICA OF UTAH, INC. (Exact name of obligor as specified in its charter) Utah 87-0540727 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMES AMERICA OF WYOMING, INC. (Exact name of obligor as specified in its charter) Wyoming 88-0233834 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMES OF LEGEND, INC. (Exact name of obligor as specified in its charter) Michigan 38-3284410 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) HOMES OF MERIT, INC. (Exact name of obligor as specified in its charter) Florida 59-1438488 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 13 I.D.A., INC. (Exact name of obligor as specified in its charter) Oklahoma 73-1384625 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) IMPERIAL HOUSING, INC. (Exact name of obligor as specified in its charter) Texas 31-1644691 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) INVESTMENT HOUSING, INC. (Exact name of obligor as specified in its charter) Texas 75-1765938 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) ISEMAN CORP. (Exact name of obligor as specified in its charter) South Dakota 46-0365899 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 14 JASPER MOBILE HOMES, INC. (Exact name of obligor as specified in its charter) Texas 75-2652399 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) KENTUCKYBILT HOMES, INC. (Exact name of obligor as specified in its charter) Michigan 61-1342287 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) LAKE COUNTRY LIVING, INC. (Exact name of obligor as specified in its charter) Texas 75-1912454 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) LAMPLIGHTER HOMES, INC. (Exact name of obligor as specified in its charter) Washington 91-1219267 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 15 LAMPLIGHTER HOMES (OREGON), INC. (Exact name of obligor as specified in its charter) Oregon 93-0976577 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) M & J SOUTHWEST DEVELOPMENT CORP. (Exact name of obligor as specified in its charter) Texas 76-0237524 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) MANUFACTURED HOUSING OF LOUISIANA, INC. (Exact name of obligor as specified in its charter) Michigan 72-1416792 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) MOBILE FACTORY OUTLET, INC. (Exact name of obligor as specified in its charter) Texas 74-1758315 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 16 MODULINE INTERNATIONAL, INC. (Exact name of obligor as specified in its charter) Washington 91-0828539 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) NORTHSTAR CORPORATION (Exact name of obligor as specified in its charter) South Dakota 46-0433873 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) PHILADELPHIA HOUSING CENTER, INC. (Exact name of obligor as specified in its charter) Mississippi 64-0863980 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) PREMIER HOUSING, INC. (Exact name of obligor as specified in its charter) Texas 74-2697710 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 17 REDMAN BUSINESS TRUST (Exact name of obligor as specified in its charter) Delaware 75-6469646 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) REDMAN HOMES MANAGEMENT COMPANY, INC. (Exact name of obligor as specified in its charter) Delaware 75-2573061 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) REDMAN HOMES, INC. (Exact name of obligor as specified in its charter) Delaware 75-1364957 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) REDMAN INDUSTRIES, INC. (Exact name of obligor as specified in its charter) Delaware 75-2246805 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 18 REDMAN INVESTMENT, INC. (Exact name of obligor as specified in its charter) Delaware 75-2208257 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) REDMAN MANAGEMENT SERVICES BUSINESS TRUST (Exact name of obligor as specified in its charter) Delaware 75-6469645 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) REDMAN RETAIL, INC. (Exact name of obligor as specified in its charter) Delaware 75-2021720 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) REGENCY SUPPLY COMPANY, INC. (Exact name of obligor as specified in its charter) Delaware 75-2155269 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 19 SAN JOSE ADVANTAGE HOMES, INC. (Exact name of obligor as specified in its charter) California 77-0411951 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) SERVICE CONTRACT CORPORATION (Exact name of obligor as specified in its charter) Michigan 38-2719552 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) SOUTHERN SHOWCASE FINANCE, INC. (Exact name of obligor as specified in its charter) Michigan 56-2084038 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) SOUTHERN SHOWCASE HOUSING, INC. (Exact name of obligor as specified in its charter) North Carolina 56-1686678 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 20 STAR FLEET, INC. (Exact name of obligor as specified in its charter) Indiana 35-1840506 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) THE OKAHUMPKA CORPORATION (Exact name of obligor as specified in its charter) Florida 59-2175753 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) THOMAS HOMES OF AUSTIN, INC. (Exact name of obligor as specified in its charter) Texas 74-2755508 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) THOMAS HOMES OF BUDA, INC. (Exact name of obligor as specified in its charter) Texas 74-2755509 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 21 THOMAS HOMES OF TEXAS, INC. (Exact name of obligor as specified in its charter) Texas 74-2586762 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) TOM TERRY ENTERPRISES, INC. (Exact name of obligor as specified in its charter) Nevada 88-0201258 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) TRADING POST MOBILE HOMES, INC. (Exact name of obligor as specified in its charter) Kentucky 61-0945344 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) U.S.A. MOBILE HOMES, INC. (Exact name of obligor as specified in its charter) Oregon 93-0980361 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 22 VICTORY INVESTMENT COMPANY (Exact name of obligor as specified in its charter) Oklahoma 73-0961344 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) VIDOR MOBILE HOME CENTER, INC. (Exact name of obligor as specified in its charter) Texas 74-1760670 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) WESTERN HOMES CORPORATION (Exact name of obligor as specified in its charter) Delaware 75-2276910 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) WHITWORTH MANAGEMENT, INC. (Exact name of obligor as specified in its charter) Nevada 88-0233834 (State or other jurisdiction of I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 23 WRIGHT'S MOBILE HOMES, INC. (Exact name of obligor as specified in its charter) Texas 76-0472967 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2701 University Drive, Suite 300 Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) 7-5/8% Senior Notes due by May 15, 2009 (Title of Indenture Securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C.. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. No such affiliation exists with the trustee. Item 16. List of exhibits. List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 24 4. A copy of the existing by-laws of the trustee.* 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 25 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not Applicable. 9. Not Applicable. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The First National Bank of Chicago, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 30th day of July, 1999. The First National Bank of Chicago, Trustee By /s/Sandra L. Caruba Sandra L. Caruba Vice President * Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of The First National Bank of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S WEST Capital Funding, Inc., filed with the Securities and Exchange Commission on May 6, 1998 (Registration No. 333-51907-01). 26 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT July 30, 1999 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of the Indenture by and between Champion Enterprises, Inc. and The First National Bank of Chicago, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, The First National Bank of Chicago By: /s/ Sandra L. Caruba Sandra L. Caruba Vice President 27 EXHIBIT 7 Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/99 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Ste 0460 Page RC-1 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1999 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C400 ---- RCFD BIL MIL THOU ---- ------------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD ---- a. Noninterest-bearing balances and currency and coin(1) .................. 0081 3,809,517 1.a b. Interest-bearing balances(2)............................................ 0071 4,072,166 1.b 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 12,885,728 2.b 3. Federal funds sold and securities purchased under agreements to resell .................................................................... 1350 4,684,756 3. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RCFD ---- RC-C)...................................................................... 2122 34,304,806 4.a b. LESS: Allowance for loan and lease losses............................... 3123 411,476 4.b c. LESS: Allocated transfer risk reserve................................... 3128 3,884 4.c d. Loans and leases, net of unearned income, allowance, and RCFD ---- reserve (item 4.a minus 4.b and 4.c).................................... 2125 33,889,446 4.d 5. Trading assets (from Schedule RD-D)........................................ 3545 5,100,499 5. 6. Premises and fixed assets (including capitalized leases)................... 2145 754,052 6. 7. Other real estate owned (from Schedule RC-M)............................... 2150 5,244 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)............................................. 2130 201,068 8. 9. Customers' liability to this bank on acceptances outstanding 2155 265,041 9. 10. Intangible assets (from Schedule RC-M)..................................... 2143 285,709 10. 11. Other assets (from Schedule RC-F).......................................... 2160 2,987,184 11. 12. Total assets (sum of items 1 through 11)................................... 2170 68,940,410 12.
(1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 28 Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/99 ST-BK: 17-1630 FFIEC 031 Address: One First National Plaza, Ste 0460 Page RC-2 City, State Zip: Chicago, IL 60670 FDIC Certificate No.: 0/3/6/1/8 SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN THOUSANDS ----------------- LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C ---- from Schedule RC-E, part 1)............................ 2200 22,163,664 13.a (1) Noninterest-bearing(1)............................. 6631 9,740,100 13.a1 (2) Interest-bearing..................................... 6636 12,423,564 13.a2 RCFN b. In foreign offices, Edge and Agreement subsidiaries, and ---- IBFs (from Schedule RC-E, part II)..................... 2200 19,273,426 13.b (1) Noninterest bearing................................ 6631 334,741 13.b1 (2) Interest-bearing................................... 6636 18,938,685 13.b2 14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 4,405,792 14 15. a. Demand notes issued to the U.S. Treasury............... RCON 2840 173,505 15.a b. Trading Liabilities(from Schedule RC-D)................ RCFD 3548 4,824,567 15.b 16. Other borrowed money: RCFD ---- a. With original maturity of one year or less............. 2332 7,453,761 16.a b. With original maturity of more than one year.......... A547 330,300 16.b c. With original maturity of more than three years ....... A548 357,737 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding... 2920 265,041 18. 19. Subordinated notes and debentures......................... 3200 2,600,000 19. 20. Other liabilities (from Schedule RC-G).................... 2930 1,878,367 20. 21. Total liabilities (sum of items 13 through 20)............ 2948 63,726,160 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus............. 3838 0 23. 24. Common stock.............................................. 3230 200,858 24. 25. Surplus (exclude all surplus related to preferred stock).. 3839 3,239,836 25. 26. a. Undivided profits and capital reserves................. 3632 1,813,367 26.a b. Net unrealized holding gains (losses) on available-for-sale securities............................................. 8434 (37,357) 26.b c. ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES.... 4336 0 26.c 27. Cumulative foreign currency translation adjustments....... 3284 (2,454) 27. 28. Total equity capital (sum of items 23 through 27)......... 3210 5,214,250 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28)..................... 3300 68,940,410 29.
Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date Number during 1996.......................RCFD 6724 ..... N/A M.1. 1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by with generally accepted auditing standards by a certified other external auditors (may be required by state public accounting firm which submits a report on the bank chartering authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by conducted in accordance with generally accepted auditing external auditors standards by a certified public accounting firm which submits a report on the consolidated holding company 6 = Compilation of the bank's financial statements by (but not on the bank separately) external auditors 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in 8 = No external audit work accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
(1) Includes total demand deposits and noninterest-bearing time and savings deposits. EX-99.1 10 FORM OF LETTER OF TRANSMITTAL 1 Ex. 99.1 LETTER OF TRANSMITTAL CHAMPION ENTERPRISES, INC. OFFER FOR ALL OUTSTANDING 7 5/8% SENIOR NOTES DUE MAY 15, 2009 IN EXCHANGE FOR 7 5/8% SENIOR NOTES DUE MAY 15, 2009 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED ________, 1999 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ________, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DELIVERY TO: First Chicago Trust Company of New York, EXCHANGE AGENT BY REGISTERED OR CERTIFIED MAIL: First Chicago Trust Company of New York Corporate Actions, Suite 4660 P.O. Box 2569 Jersey City, New Jersey 07303-2569 BY OVERNIGHT DELIVERY: First Chicago Trust Company of New York Corporate Actions, Suite 4680 14 Wall Street, 8th Floor New York, New York 10005 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services, Inc. Attn: Corporate Actions 100 William Street, Galleria New York, New York 10038 FOR INFORMATION CALL: DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated ________, 1999 (the "Prospectus"), of Champion Enterprises, Inc., a Michigan corporation (the "Company"), and this Letter of Transmittal (the "Letter"), which together constitute the Company's offer (the "Exchange Offer") to exchange an aggregate principal amount of up to $200 million of the Company's 7 5/8% Senior Notes due May 15, 2009 (the "Exchange Notes") which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 7 5/8% Senior Notes due May 15, 2009 (the "Original Notes") from the registered holders thereof (the "Holders"). For each Original Note accepted for exchange, the Holder of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Original Notes or, if no interest has been paid on the Original Notes, from May 3, 1999. Accordingly, registered Holders of Exchange Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from May 3, 1999. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer. 2 This Letter is to be completed by a Holder of Original Notes if certificates are to be forwarded herewith. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent. The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer. List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.
Description of Original Notes 1 2 3 Aggregate Principal Principal Name(s) and Address(es) of Registered Holder(s) Certificate Amount of Amount (Please Fill In, If Blank) Number(s)* Original Note(s) Tendered** _______________________________________________________ _______________________________________________________ _______________________________________________________ Total
* Need not be completed if Original Notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1. / / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s):_______________________________________________ Window Ticket Number (if any):_________________________________________________ Date of Execution of Notice of Guaranteed Delivery:____________________________ Name of Institution Which Guaranteed Delivery:_________________________________ IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING: Account Number:________________________________________________________________ Transaction Code Number:_______________________________________________________ 2 3 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired as a result of market-making activities or other trading activities. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the Holder of such Original Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the Holder of such Original Notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company. The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such Holders' business and such Holders have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 3 4 The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal Rights" section of the Prospectus. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original Notes." THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE. SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if certificates for Original Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue Exchange Notes and/or Original Notes to: Name(s)________________________________________________________________________ (PLEASE TYPE OR PRINT) _______________________________________________________________________________ (PLEASE TYPE OR PRINT) Address________________________________________________________________________ _______________________________________________________________________________ (ZIP CODE) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3 AND 4) To be completed ONLY if certificates for Original Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled "Description of Original Notes" on this Letter above. Mail Exchange Notes and/or Original Notes to: Name(s)________________________________________________________________________ (PLEASE TYPE OR PRINT) 4 5 _______________________________________________________________________________ (PLEASE TYPE OR PRINT) Address________________________________________________________________________ (ZIP CODE) IMPORTANT: THIS LETTER OR A MANUALLY SIGNED FACSIMILE COPY HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. 5 6 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE. - -------------------------------------------------------------------------------- PLEASE SIGN HERE - -------------------------------------------------------------------------------- (TO BE COMPLETED BY ALL TENDERING HOLDERS) (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW) X , 1999 ---------------------------------------------------- --------- X , 1999 ---------------------------------------------------- --------- (SIGNATURE(S) OF OWNER) (DATE) Daytime Area Code and Telephone Number ----------------------------------------- If a holder is tendering any Original Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3. Name(s):_______________________________________________________________________ (PLEASE TYPE OR PRINT) Capacity:______________________________________________________________________ Address:_______________________________________________________________________ _______________________________________________________________________________ (INCLUDING ZIP CODE) SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) Signature(s) Guaranteed by an Eligible Institution:_______________________________________________________ (AUTHORIZED SIGNATURE) _______________________________________________________________________________ (TITLE) _______________________________________________________________________________ (NAME AND FIRM) Dated: _____________, 1999 6 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE 7 5/8% SENIOR NOTES DUE MAY 15, 2009 OF CHAMPION ENTERPRISES, INC. IN EXCHANGE FOR THE 7 5/8% SENIOR NOTES DUE MAY 15, 2009 OF CHAMPION ENTERPRISES, INC. WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES. This Letter is to be completed by holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. Holders whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to 5:00 P.M., New York City time, on the Expiration Date, the (as defined below) Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the Expiration Date, the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, must be received by the Exchange Agent within three NYSE trading days after the Expiration Date. The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Original Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. See "The Exchange Offer" section of the Prospectus. 2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled "Description of Original Notes--Principal Amount Tendered." A reissued certificate representing the balance of nontendered Original Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. 3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. 7 8 If this Letter is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter. If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates. When this Letter is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution. If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution. If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted. ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM THAT IS A FINANCIAL INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM. SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH ORIGINAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. 4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer and or substitute certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Noteholders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter. 5. TAXPAYER IDENTIFICATION NUMBER. Federal income tax law generally requires that a tendering holder whose Original Notes are accepted for exchange must provide the Company (as payor) with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below, which in the case of a tendering holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue 8 9 Service. In addition, the Exchange Agent may be required to withhold 31% of the amount of any reportable payments made after the exchange to such tendering holder of Exchange Notes. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt holders of Original Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. To prevent backup withholding, each tendering holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, or (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note: Checking this box and writing "applied for" on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If the box in Part 2 of the Substitute Form W-9 is checked, the Exchange Agent will retain 31% of reportable payments made to a holder during the sixty (60) day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with his or her TIN within sixty (60) days of the Substitute Form W-9, the Exchange Agent will remit such amounts retained during such sixty (60) day period to such holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, such holder does not provide its TIN to the Exchange Agent within such sixty (60) day period, the Exchange Agent will remit such previously withheld amounts to the Internal Revenue Service as backup withholding and will withhold 31% of all reportable payments to the holder thereafter until such holder furnishes its TIN to the Exchange Agent. 6. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER. 7. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus. 8. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Original Notes for exchange. 9 10 Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice. 9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Transfer Agent, The First National Bank of Chicago, at 1-800-__________ for further instructions. 10. WITHDRAWAL RIGHTS. Tenders of Original Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the Expiration Date. For a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 P.M., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Original Notes to be withdrawn (the "Depositor"), (ii) identify the Original Notes to be withdrawn (including certificate number or numbers and the principal amount of such Original Notes), (iii) contain a statement that such holder is withdrawing his election to have such Original Notes exchanged, (iv) be signed by the holder in the same manner as the original signature on the Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Original Notes register the transfer of such Original Notes in the name of the person withdrawing the tender and (v) specify the name in which such Original Notes are registered, if different from that of the Depositor. If Original Notes have been tendered pursuant to the procedure for book-entry transfer set forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus, such Original Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Original Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date. 11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above. 10 11 TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 5) PAYOR'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN TIN: Form W-9 IN THE BOX AT RIGHT AND DEPARTMENT OF THE CERTIFY BY SIGNING AND (Social Security Number or TREASURY DATING BELOW. Employer Identification Number) INTERNAL REVENUE SERVICE PART 2--TIN APPLIED FOR / / PAYOR'S REQUEST FOR TAXPAYER CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: IDENTIFICATION NUMBER ("TIN") AND CERTIFICATION
(1) the number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) any other information provided on this form is true and correct. SIGNATURE ___________________________________________ DATE ___________________ You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 31 percent of all reportable payments made to me thereafter will be withheld until I provide a number. SIGNATURE ___________________________________________ DATE ___________________ 11 EX-99.2 11 FORM OF NOTICE OF GUARANTEED DELIVERY 1 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR CHAMPION ENTERPRISES, INC. This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Champion Enterprises, Inc. (the "Company") made pursuant to the Prospectus, dated _________, 1999 (the "Prospectus"), if certificates for the outstanding 7 5/8% Senior Notes due May 15, 2009 of the Company (the "Original Notes") are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach First Chicago Trust Company of New York, as exchange agent (the "Exchange Agent") prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus. DELIVERY TO: First Chicago Trust Company of New York, EXCHANGE AGENT BY REGISTERED OR CERTIFIED MAIL: First Chicago Trust Company of New York Corporate Actions, Suite 4660 P.O. Box 2569 Jersey City, New Jersey 07303-2569 BY OVERNIGHT DELIVERY: First Chicago Trust Company of New York Corporate Actions, Suite 4680 14 Wall Street, 8th Floor New York, New York 10005 BY HAND DELIVERY: First Chicago Trust Company of New York c/o Securities Transfer and Reporting Services, Inc. Attn: Corporate Actions 100 William Street, Galleria New York, New York 10038 FOR INFORMATION CALL: BY FACSIMILE TRANSMISSION (FOR ELIGIBLE INSTITUTIONS ONLY): (201) 222-4720 or (201) 222-4721 CONFIRM BY TELEPHONE: (201) 222-4707 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. Ladies and Gentlemen: Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedure described in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. Principal Amount of Original Notes Tendered:* $_____________________________________ Certificate Nos. (if available): ______________________________________ Total Principal Amount Represented by Original Notes Certificate(s): $_____________________________________ If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. Account Number ______________________________________ 2 ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED. PLEASE SIGN HERE X______________________________________ ___________________________ X______________________________________ ___________________________ Signature(s) of Owner(s) Date or Authorized Signatory Area Code and Telephone Number: _______________________________________ Must be signed by the holder(s) of Original Notes as their name(s) appear(s) on certificates for Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. PLEASE PRINT NAME(S) AND ADDRESS(ES) Name(s):_______________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Capacity:______________________________________________________________________ Address(es):___________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ *Must be in denominations of principal amount of $1,000 and any integral multiple thereof. 2 3 GUARANTEE (Not to be used for signature guarantee) The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (STAMP), hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at The Depository Trust Company pursuant to the procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date. - ----------------------------------- -------------------------------- Name of Firm Authorized Signature - ----------------------------------- -------------------------------- Address Zip Code Title - ----------------------------------- -------------------------------- Area Code and Tel. No. Name: (Please Type or Print) Dated: -------------------------- NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH YOUR EXECUTED LETTER OF TRANSMITTAL. 3 EX-99.3 12 FORM OF LETTER TO CLIENTS 1 Exhibit 99.3 CHAMPION ENTERPRISES, INC. OFFER FOR ALL OUTSTANDING 7 5/8% SENIOR NOTES DUE MAY 15, 2009 IN EXCHANGE FOR 7 5/8% SENIOR NOTES DUE MAY 15, 2009, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED TO OUR CLIENTS: Enclosed for your consideration is a Prospectus, dated _________, 1999 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of Champion Enterprises, Inc. (the "Company") to exchange its 7 5/8% Senior Notes due May 15, 2009, which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for its outstanding 7 5/8% Senior Notes due May 15, 2009 (the "Original Notes"), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated April 28, 1999, by and among the Company and the initial purchasers referred to therein. This material is being forwarded to you as the beneficial owner of the Original Notes held by us for your account but not registered in your name. A TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M., New York City time, on _________, 1999, unless extended by the Company. Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Your attention is directed to the following: 1. The Exchange Offer is for any and all Original Notes. 2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned "The Exchange Offer--Certain Conditions to the Exchange Offer." 3. Any transfer taxes incident to the transfer of Original Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal. 4. The Exchange Offer expires at 5:00 P.M., New York City time, on _________, 1999, unless extended by the Company. If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES. INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Champion Enterprises, Inc. with respect to its Original Notes. This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal. 2 Please tender the Original Notes held by you for my account as indicated below: 7 5/8% Senior Notes due May 15, 2009 $ ------------------------------------ (Aggregate Principal Amount of Original Notes) / / Please do not tender any Original Notes held by you for my account. Dated:____________, 1999 Signature(s):__________________________________________________________________ Print Name(s) here:____________________________________________________________ Print Address(es):_____________________________________________________________ Area Code and Telephone Number(s):_____________________________________________ Tax Identification or Social Security Number(s):_______________________________ None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account. THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT. EX-99.4 13 FORM OF LETTER TO BROKERS, NOMINEES 1 Exhibit 99.4 CHAMPION ENTERPRISES, INC. OFFER FOR ALL OUTSTANDING 7 5/8% SENIOR NOTES DUE 2009 IN EXCHANGE FOR 7 5/8% SENIOR NOTES DUE 2009, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED To: BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES: Champion Enterprises, Inc. (the "Company") is offering, upon and subject to the terms and conditions set forth in the Prospectus, dated _______, 1999 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 7 5/8% Senior Notes due May 15, 2009, which have been registered under the Securities Act of 1933, as amended, for its outstanding 7 5/8% Senior Notes due May 15, 2009 (the "Original Notes"). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated April 28, 1999, by and among the Company and the initial purchasers referred to therein. We are requesting that you contact your clients for whom you hold Original Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Original Notes registered in your name or in the name of your nominee, or who hold Original Notes registered in their own names, we are enclosing the following documents: 1. Prospectus dated _______, 1999; 2. The Letter of Transmittal for your use and for the information of your clients; 3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Original Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; 4. A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer; 5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and 6. Return envelopes addressed to First Chicago Trust Company of New York, the Exchange Agent for the Exchange Offer. YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON_______, 1999, UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE. To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Original Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus. If a registered holder of Original Notes desires to tender, but such Original Notes are not immediately available, or time will not permit such holder's Original Notes or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery Procedures." 2 The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Original Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Original Notes pursuant to the Exchange Offer, except as set forth in Instruction 6 of the Letter of Transmittal. Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to First Chicago Trust Company of New York, the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal. Very truly yours, CHAMPION ENTERPRISES, INC. NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL. Enclosures 2 -----END PRIVACY-ENHANCED MESSAGE-----