<PAGE>   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


================================================================================



<PAGE>   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.


<PAGE>   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

<PAGE>   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

<PAGE>   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

<PAGE>   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

<PAGE>   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



<PAGE>   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



<PAGE>   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



<PAGE>   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



<PAGE>   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



<PAGE>   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.




<PAGE>   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;




<PAGE>   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;




<PAGE>   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.



<PAGE>   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).



<PAGE>   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.



<PAGE>   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.


<TABLE>
<CAPTION>
                                                                        Defined
                                                                           in
                                    Term                                Section
                                    ----                                --------
<S>                                                                       <C>
"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
</TABLE>


                  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.



<PAGE>   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



<PAGE>   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


<PAGE>   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.



<PAGE>   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



<PAGE>   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.




<PAGE>   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



<PAGE>   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.




<PAGE>   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



<PAGE>   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



<PAGE>   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



<PAGE>   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



<PAGE>   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.




<PAGE>   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;




<PAGE>   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



<PAGE>   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-


<PAGE>   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



<PAGE>   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



<PAGE>   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




<PAGE>   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.




<PAGE>   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.



<PAGE>   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



<PAGE>   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.




<PAGE>   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



<PAGE>   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



<PAGE>   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



<PAGE>   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;



<PAGE>   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.




<PAGE>   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



<PAGE>   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.



<PAGE>   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.



<PAGE>   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.





<PAGE>   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.




<PAGE>   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



<PAGE>   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



<PAGE>   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.




<PAGE>   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).




<PAGE>   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,



<PAGE>   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.




<PAGE>   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.















<PAGE>   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


<PAGE>   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






<PAGE>   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






<PAGE>   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



<PAGE>   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

<TABLE>
<CAPTION>
                                                                     Defined in
                  Term                                                Section:
                  ----                                               ----------
<S>                                                                     <C>
"Agent Members"..........................................................2.1(b)
"Global Security"........................................................2.1(a)
"Regulation S"...........................................................2.1(a)
"Rule 144A"..............................................................2.1(a)
</TABLE>
<PAGE>   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


<PAGE>   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


<PAGE>   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,


<PAGE>   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.

<PAGE>   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.
<PAGE>   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


<PAGE>   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,


<PAGE>   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.



<PAGE>   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


<PAGE>   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.












<PAGE>   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.









<PAGE>   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



<PAGE>   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


<PAGE>   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


<PAGE>   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.


<PAGE>   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


<PAGE>   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


<PAGE>   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


<PAGE>   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.

<PAGE>   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


--------------------------------------------------------------------------------


<PAGE>   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
<PAGE>   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.

--------------------------------------------------------------------------------

<PAGE>   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



<PAGE>   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:


<TABLE>
<CAPTION>
<S>           <C>                  <C>                   <C>                  <C>
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
-----------   ------------------   ------------------    ------------------   ------------------
</TABLE>





<PAGE>   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.
<PAGE>   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



<PAGE>   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.]



<PAGE>   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.





<PAGE>   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.



<PAGE>   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


<PAGE>   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


<PAGE>   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.

<PAGE>   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.
<PAGE>   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.

<PAGE>   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.

<PAGE>   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



<PAGE>   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.