EXHIBIT 4.5
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
September 5, 2000, among CHAMPION ENTERPRISES, INC., a Michigan corporation (the
"Company"), Genesis Home Centers, Limited Partnership, a Michigan limited
partnership ("Genesis") Champion GP, Inc., a Michigan corporation ("GP" and
together with Genesis, the "New Subsidiary Guarantors"), the Subsidiary
Guarantors (the "Existing Subsidiary Guarantors") under the Indenture referred
to below, and BANK ONE TRUST COMPANY, NA (formerly known as 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, as supplemented July 30, 1999, October 4, 1999 and
February 10, 2000, 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 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. 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.
3. 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.
4. 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.
5. 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.
6. 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/ Xxxx X. Xxxxxxx, Xx.
-------------------------------
Name: Xxxx X. Xxxxxxx, Xx.
Title: Secretary
EXISTING SUBSIDIARY GUARANTORS:
A-1 HOMES GROUP, INC.
ACCENT MOBILE HOMES, INC.
ALPINE HOMES, INC.
AMERICAN TRANSPORT, INC.
ART XXXXXXX INSURANCE, INC.
AUBURN CHAMP, INC.
XXXXX MOBILE HOMES, INC.
BUILDERS CREDIT CORPORATION
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CAC FUNDING CORPORATION
CAL-NEL, INC.
CARE FREE HOMES, INC.
CHI, INC. (F/K/A CARNIVAL HOMES,
INC.)
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC.
CHAMPION FINANCIAL CORPORATION
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.
COLONIAL HOUSING, INC.
COUNTRY ESTATES HOMES, INC.
COUNTRYSIDE HOMES, INC.
CRESTPOINTE FINANCIAL SERVICES,
INC.
CREST RIDGE HOMES, INC.
DUTCH HOUSING, INC.
FACTORY HOMES OUTLET, INC.
XXXXXXX 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, INC.
HOMES AMERICA OF ARIZONA, INC.
HOMES AMERICA OF CALIFORNIA, INC.
HOMES AMERICA OF OKLAHOMA, INC.
HOMES AMERICA OF PHOENIX, LLC
HOMES AMERICA OF UTAH, INC.
HOMES AMERICA OF WYOMING, INC.
HOMES OF LEGEND, INC.
HOMES OF MERIT, INC.
X.X.X., INC.
IMPERIAL HOUSING, INC.
INVESTMENT HOUSING, INC.
XXXXXX CORP.
JASPER MOBILE HOMES, INC.
LAKE COUNTRY LIVING, INC.
LAMPLIGHTER HOMES, INC.
LAMPLIGHTER HOMES (OREGON), INC.
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M&J SOUTHWEST DEVELOPMENT CORP.
MANUFACTURED HOUSING OF LOUISIANA,
INC.
MOBILE FACTORY OUTLET, INC.
MODULINE INTERNATIONAL, INC.
NORTHSTAR CORPORATION
PHILADELPHIA HOUSING CENTER, INC.
PRAIRIE RIDGE, INC.
PREMIER HOUSING, INC.
XXXXXX BUSINESS TRUST
XXXXXX HOMES, INC.
XXXXXX HOMES MANAGEMENT COMPANY,
INC.
XXXXXX INDUSTRIES, INC.
XXXXXX INVESTMENT, INC.
XXXXXX MANAGEMENT SERVICES BUSINESS TRUST
XXXXXX RETAIL, INC.
REGENCY SUPPLY COMPANY, INC.
SAN XXXX ADVANTAGE HOMES, INC.
SERVICE CONTRACT CORPORATION
SOUTHERN SHOWCASE FINANCE, INC.
SOUTHERN SHOWCASE HOUSING, INC.
STAR FLEET, INC.
THE OKAHUMPKA CORPORATION
XXXXXX HOMES OF AUSTIN, INC.
XXXXXX HOMES OF BUDA, INC.
XXXXXX HOMES OF TEXAS, INC.
XXX XXXXX ENTERPRISES, INC.
TRADING POST MOBILE HOMES, INC.
U.S.A. MOBILE HOMES, INC.
VICTORY INVESTMENT COMPANY
VIDOR MOBILE HOME CENTER, INC.
WESTERN HOMES CORPORATION
XXXXXXXXX MANAGEMENT, INC.
XXXXXX'X MOBILE HOMES, INC.
NEW SUBSIDIARY GUARANTORS:
GENESIS HOME CENTERS, LIMITED
PARTNERSHIP
CHAMPION GP, INC.
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THE UNDERSIGNED, IN THE CAPACITIES
INDICATED, IS THE AUTHORIZED
SIGNATORY FOR THE EXISTING
SUBSIDIARY GUARANTORS AND THE NEW
SUBSIDIARY GUARANTORS,
By: /s/ Xxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxxx, Xx., as
Secretary of Homes America of
Arizona, Inc., Member of
Homes America of Phoenix, LLC
By: /s/ Xxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxxx, Xx., as
Secretary of Champion GP,
Inc., General Partner of
Genesis Home Centers,
Limited Partnership
By: /s/ Xxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxxx, Xx., as
Secretary of each of the
Remaining Existing Subsidiary
Guarantors and New Subsidiary
Guarantors
BANK ONE TRUST COMPANY, NA, as
Trustee,
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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