Supplemental Indenture Dated January 13, 2003

EX-4.12 7 k74300exv4w12.txt SUPPLEMENTAL INDENTURE DATED JANUARY 13, 2003 Exhibit 4.12 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of January 13, 2003, among HomePride Insurance Agency, Inc., a Kansas corporation, HP National Mortgage Holdings, Inc., a Michigan corporation, and Champion Enterprises Management Co., a Michigan corporation (collectively, the "New Subsidiary Guarantors"), each an indirect subsidiary of Champion Home Builders Co., a Michigan corporation (the "Issuer"), Champion Enterprises, Inc. ("Parent"), the Issuer, the Subsidiary Guarantors (the "Existing Subsidiary Guarantors") under the Indenture referred to below, and Bank One Trust Company, N.A., a national banking association, as trustee under the Indenture referred to below (the "Trustee"). A. The Issuer, Parent and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (as such may be amended from time to time, the "Indenture"), dated as of April 22, 2002, providing for the issuance of the Issuer's 11 1/4% Senior Notes Due 2007 (the "Notes"). B. Sections 4.13 and 8.02 of the Indenture provide that under certain circumstances the Issuer is required to cause certain Restricted Subsidiaries (as defined in the Indenture), including each of the New Subsidiary Guarantors, to execute and deliver to the Trustee a supplemental indenture pursuant to which each such Restricted Subsidiary shall unconditionally guarantee, on a senior unsecured basis, all of the Issuer's obligations under the Notes and the Indenture on the terms set forth in the Indenture and this Supplemental Indenture. C. Pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer, Parent and the Subsidiary Guarantors, are authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Issuer, Parent, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. Definitions. (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 2. Agreement to Guarantee. Each New Subsidiary Guarantor hereby, jointly and severally, unconditionally Guarantees with all other Subsidiary Guarantors, the Notes or the obligations of the Issuer under the Indenture or the Notes on the terms and subject to the conditions set forth in Article 8 of the Indenture and agrees to be bound by all other applicable Exhibit 4.12 provisions of the Indenture. From and after the date hereof, each New Subsidiary Guarantor shall be a Subsidiary Guarantor for all purposes under the Indenture and the Notes. 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 4. Governing Law. THIS INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. [signatures on next page] Exhibit 4.12 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. HOMEPRIDE INSURANCE AGENCY, INC. HP NATIONAL MORTGAGE HOLDINGS, INC. CHAMPION ENTERPRISES MANAGEMENT CO. By: /s/ JOHN J. COLLINS, JR. ------------------------------------ Name: John J. Collins, Jr. Title: Secretary CHAMPION HOME BUILDERS CO. By: /s/ JOHN J. COLLINS, JR. ------------------------------------ Name: John J. Collins, Jr. Title: Secretary CHAMPION ENTERPRISES, INC. By: /s/ JOHN J. COLLINS, JR. ------------------------------------ Name: John J. Collins, Jr. Title: Secretary SUBSIDIARY GUARANTORS: A-1 CHAMPION GP, INC. ALPINE HOMES, INC. AT LIQUIDATING CORP. (F/K/A AMERICAN TRANSPORT, INC. ART RICHTER INSURANCE, INC. AUBURN CHAMP, INC. BUILDERS CREDIT CORPORATION CAC FUNDING CORPORATION CARE FREE HOMES, INC. CHI, INC. (F/K/A CARNIVAL HOMES, INC.) CHAMPION FINANCIAL CORPORATION CHAMPION GP, INC. CHAMPION RETAIL, INC.(F/K/A CHAMPION HOME CENTERS, INC.) CHAMPION HOME COMMUNITIES, INC. CHAMPION MOTOR COACH, INC. Exhibit 4.12 CHANDELEUR HOMES, INC. CLIFF AVE. INVESTMENTS, INC. CRESTPOINTE FINANCIAL SERVICES, INC. CRH LIQUIDATING CORP. (F/K/A CREST RIDGE HOMES, INC.) DUTCH HOUSING, INC. FHA LIQUIDATING CORP. (F/K/A FACTORY HOMES OUTLET, INC.) FLEMING COUNTY INDUSTRIES, INC. GATEWAY ACCEPTANCE CORP. GATEWAY MOBILE & MODULAR HOMES, INC. GATEWAY PROPERTIES CORP. GEM HOMES, INC. GM LIQUIDATING CORP. (F/K/A GRAND MANOR, INC.) HOMEPRIDE FINANCE CORP. HAF LIQUIDATING CORP. (F/K/A HOMES AMERICA FINANCE, INC.) HAA LIQUIDATING CORP. (F/K/A HOMES AMERICA OF ARIZONA, INC.) HAC LIQUIDATING CORP. (F/K/A HOMES AMERICA OF CALIFORNIA, INC.) HAO LIQUIDATING CORP. (F/K/A HOMES AMERICA OF OKLAHOMA, INC.) HAU LIQUIDATING CORP. (F/K/A HOMES AMERICA OF UTAH, INC.) HAW LIQUIDATING CORP. (F/K/A HOMES AMERICA OF WYOMING, INC.) HOMES OF LEGEND, INC. HOMES OF MERIT, INC. I.D.A., INC. ISEMAN CORP. LAMPLIGHTER HOMES, INC. LAMPLIGHTER HOMES (OREGON), INC. MODULINE INTERNATIONAL, INC. NORTHSTAR CORPORATION PRAIRIE RIDGE, INC. REDMAN BUSINESS TRUST REDMAN HOMES, INC. REDMAN HOMES MANAGEMENT COMPANY, INC. REDMAN INDUSTRIES, INC. REDMAN INVESTMENT, INC. REDMAN MANAGEMENT SERVICES BUSINESS TRUST Exhibit 4.12 REDMAN RETAIL, INC. REGENCY SUPPLY COMPANY, INC. SAN JOSE ADVANTAGE HOMES, INC. SERVICE CONTRACT CORPORATION SOUTHERN SHOWCASE FINANCE, INC. SOUTHERN SHOWCASE HOUSING, INC. STAR FLEET, INC. THE OKAHUMPKA CORPORATION TRADING POST MOBILE HOMES, INC. USAMH LIQUIDATING CORP. (F/K/A U.S.A. MOBILE HOMES, INC.) VICTORY INVESTMENT COMPANY WESTERN HOMES CORPORATION WM LIQUIDATING CORP. (F/K/A WHITWORTH MANAGEMENT, INC.) By: /s/ JOHN J. COLLINS, JR. ------------------------ John J. Collins, Jr., Secretary 6 THE UNDERSIGNED, IN THE CAPACITIES INDICATED, IS THE AUTHORIZED SIGNATORY FOR THE FOLLOWING SUBSIDIARY GUARANTORS: GENESIS HOME CENTERS, LIMITED PARTNERSHIP HH LIQUIDATING L.P. (F/K/A HEARTLAND HOMES, L.P.) By: /s/ JOHN J. COLLINS, JR. ------------------------------------ John J. Collins, Jr., as Secretary of Champion GP, Inc., General Partner of Genesis Home Centers, Limited Partnership and HH Liquidating L.P. A-1 HOMES GROUP, L.P. By: /s/ JOHN J. COLLINS, JR. ------------------------------------ John J. Collins, Jr., as Secretary of A-1 Champion GP, Inc., General Partner of A-1 Homes Group, L.P. Exhibit 4.12 HOMES OF KENTUCKIANA, L.L.C. By: /s/ JOHN J. COLLINS, JR ------------------------------------ John J. Collins, Jr., as Secretary of Trading Post Mobile Homes, Inc., Sole Member of Homes of Kentuckiana, L.L.C. BANK ONE TRUST COMPANY, N.A., as Trustee By: /s/ JANICE OTT ROTUNNO ---------------------------------- Name: Janice Ott Rotunno Title:Vice President 6