EX-4.9 6 k74300exv4w9.txt SUPPLEMENTAL INDENTURE DATED JANUARY 31, 2003 Exhibit 4.9 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of January 31, 2003, among Moduline Industries (Canada) Ltd., an Alberta corporation (the "New Subsidiary Guarantor"), an indirect subsidiary of Champion Enterprises, Inc., a Michigan corporation (the "Issuer"), the Issuer, and each of its Subsidiaries listed in this Supplemental Indenture as a Subordinated Subsidiary Guarantor (the "Existing Subsidiary Guarantors"), and Wells Fargo Bank Minnesota, National Association (successor to Bank One Trust Company, N.A., a national banking association, as trustee under the indenture referred to below (the "Trustee"). A. The Issuer and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of May 3, 1999, as supplemented July 30, 1999, October 4, 1999, February 10, 2000, September 5, 2000, March 15, 2002, August 7, 2002 and January 13, 2003 (as such may be amended from time to time, the "Indenture"), providing for the issuance of the Issuer's 7 5/8% Senior Notes Due 2009 (the "Securities"). B. Section 12.07 of the Indenture provides that under certain circumstances the Issuer is required to cause certain Subsidiaries (as defined in the Indenture), including the New Subsidiary Guarantor, to execute and deliver to the Trustee a supplemental indenture pursuant to which each such Subsidiary shall unconditionally guarantee, on a subordinated basis, all of the Issuer's obligations under the Securities and the Indenture on the terms set forth in the Indenture and this Supplemental Indenture. C. Pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing Subsidiary Guarantors, are authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Issuer, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 2. Agreement to Guarantee. The New Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, on a subordinated basis, to each Holder and to the Trustee and its successors and assigns the Guaranteed Obligations subject to the conditions set forth in Articles Exhibit 4.9 XII and XIII of the Indenture and agrees to be bound by all other applicable provisions of the Indenture. From and after the date hereof, the New Subsidiary Guarantor shall be a Subordinated Subsidiary Guarantor for all purposes under the Indenture and the Securities. 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 4. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. [signatures on next page] Exhibit 4.9 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. MODULINE INDUSTRIES (CANADA) LTD. By: /s/ JOHN J. COLLINS, JR ---------------------------------------- John J. Collins, Jr., Secretary CHAMPION ENTERPRISES, INC. By: /s/ JOHN J. COLLINS, JR ---------------------------------------- John J. Collins, Jr., Secretary SUBORDINATED SUBSIDIARY GUARANTORS: A-1 CHAMPION GP, INC. ALPINE HOMES, INC. AT LIQUIDATING CORP. (F/K/A AMERICAN TRANSPORT, INC.) ART RICHTER INSURANCE, INC. AUBURN CHAMP, INC. BUILDERS CREDIT CORPORATION CAC FUNDING CORPORATION CARE FREE HOMES, INC. CHI, INC. (F/K/A CARNIVAL HOMES, INC.) CHAMPION ENTERPRISES MANAGEMENT CO. CHAMPION FINANCIAL CORPORATION CHAMPION GP, INC. CHAMPION HOME BUILDERS CO. CHAMPION RETAIL, INC.(F/K/A CHAMPION HOME CENTERS, INC.) CHAMPION HOME COMMUNITIES, INC. CHAMPION MOTOR COACH, INC. CHANDELEUR HOMES, INC. CLIFF AVE. INVESTMENTS, INC. CRESTPOINTE FINANCIAL SERVICES, INC. CRH LIQUIDATING CORP. (F/K/A CREST RIDGE HOMES, INC.) DUTCH HOUSING, INC. FHA LIQUIDATING CORP. (F/K/A FACTORY Exhibit 4.9 HOMES OUTLET, INC.) FLEMING COUNTY INDUSTRIES, INC. GATEWAY ACCEPTANCE CORP. GATEWAY MOBILE & MODULAR HOMES, INC. GATEWAY PROPERTIES CORP. GEM HOMES, INC. GM LIQUIDATING CORP. (F/K/A GRAND MANOR, INC.) HOMEPRIDE FINANCE CORP. HOMEPRIDE INSURANCE AGENCY, INC. HAF LIQUIDATING CORP. (F/K/A HOMES AMERICA FINANCE, INC.) HAA LIQUIDATING CORP. (F/K/A HOMES AMERICA OF ARIZONA, INC.) HAC LIQUIDATING CORP. (F/K/A HOMES AMERICA OF CALIFORNIA, INC.) HAO LIQUIDATING CORP. (F/K/A HOMES AMERICA OF OKLAHOMA, INC.) HAU LIQUIDATING CORP. (F/K/A HOMES AMERICA OF UTAH, INC.) HAW LIQUIDATING CORP. (F/K/A HOMES AMERICA OF WYOMING, INC.) HOMES OF LEGEND, INC. HOMES OF MERIT, INC. HP NATIONAL MORTGAGE HOLDINGS, INC. I.D.A., INC. ISEMAN CORP. LAMPLIGHTER HOMES, INC. LAMPLIGHTER HOMES (OREGON), INC. MODULINE INTERNATIONAL, INC. NORTHSTAR CORPORATION PRAIRIE RIDGE, INC. REDMAN BUSINESS TRUST REDMAN HOMES, INC. REDMAN HOMES MANAGEMENT COMPANY, INC. REDMAN INDUSTRIES, INC. REDMAN INVESTMENT, INC. REDMAN MANAGEMENT SERVICES BUSINESS TRUST REDMAN RETAIL, INC. REGENCY SUPPLY COMPANY, INC. SAN JOSE ADVANTAGE HOMES, INC. SERVICE CONTRACT CORPORATION SOUTHERN SHOWCASE FINANCE, INC. Exhibit 4.9 SOUTHERN SHOWCASE HOUSING, INC. STAR FLEET, INC. THE OKAHUMPKA CORPORATION TRADING POST MOBILE HOMES, INC. USAMH LIQUIDATING CORP. (F/K/A U.S.A. MOBILE HOMES, INC.) VICTORY INVESTMENT COMPANY WESTERN HOMES CORPORATION WM LIQUIDATING CORP. (F/K/A WHITWORTH MANAGEMENT, INC. By: /s/ JOHN J. COLLINS, JR ---------------------------------------- John J. Collins, Jr., Secretary THE UNDERSIGNED, IN THE CAPACITIES INDICATED, IS THE AUTHORIZED SIGNATORY FOR THE FOLLOWING SUBSIDIARY GUARANTORS: GENESIS HOME CENTERS, LIMITED PARTNERSHIP HH LIQUIDATING L.P. (F/K/A HEARTLAND HOMES, L.P. By: /s/ JOHN J. COLLINS, JR. ---------------------------------------- John J. Collins, Jr., as Secretary of Champion GP, Inc., General Partner of Genesis Home Centers, Limited Partnership and HH Liquidating L.P. A-1 HOMES GROUP, L.P. By: /s/ JOHN J. COLLINS, JR. ---------------------------------------- John J. Collins, Jr., as Secretary of A-1 Champion GP, Inc., General Partner of A-1 Homes Group, L.P. HOMES OF KENTUCKIANA, L.L.C. Exhibit 4.9 By: /s/ JOHN J. COLLINS, JR. ---------------------------------------- John J. Collins, Jr., as Secretary of Trading Post Mobile Homes, Inc., Sole Member of Homes of Kentuckiana, L.L.C. WELLS FARGO BANK MINNESOTA, N.A., as Trustee By: /s/ TIMOTHY P. MOWDY ---------------------------------------- Name: Timothy P. Mowdy Title: Assistant Vice President 6