FIFTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

FIFTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIFTH AMENDMENT AND WAIVER, dated as of May 20, 2009 (this “ Amendment ”), to the Existing Credit Agreement (as defined below) is made by CHAMPION HOME BUILDERS CO., a Michigan corporation (the “ Borrower ”), CHAMPION ENTERPRISES, INC., a Michigan corporation (the “ Parent ”), certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below shall have the meanings set forth in, or shall be defined by reference provided in, Article I below), Credit Suisse, Cayman Islands Branch, as the Administrative Agent (in such capacity, the “ Administrative Agent ”), and, solely for purposes of Articles VI and VII, each Obligor signatory hereto.

W I T N E S S E T H :

     WHEREAS, the Borrower, the Parent, the Lenders, and the Administrative Agent are all parties to the Amended and Restated Credit Agreement, dated as of April 7, 2006 (as amended or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “ Credit Agreement ”); and

     WHEREAS, the Parent and Borrower have requested that the Lenders modify certain provisions of the Existing Credit Agreement and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to modify the Existing Credit Agreement as set forth below.

     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.1. Certain Definitions . The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

     “ Amendment ” is defined in the preamble .

     “ Borrower ” is defined in the preamble .

     “ Credit Agreement ” is defined in the first recital .

     “ Existing Credit Agreement ” is defined in the first recital .

     “ Fifth Amendment Effective Date ” is defined in Section 4.1 .

     SECTION 1.2. Other Definitions . Terms for which meanings are provided in the Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

ARTICLE II

AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Fifth Amendment Effective Date, the provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with this Article II. Except as expressly so amended, the Existing Credit Agreement shall continue in full force and effect in accordance with its terms.

     SECTION 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

     “ Fifth Amendment ” means the Fifth Amendment and Waiver to Amended and Restated Credit Agreement, dated as of May 20, 2009, among the Borrower, the Parent, certain other Obligors, the Lenders party thereto and the Administrative Agent.

     “ Fifth Amendment Effective Date ” means the Fifth Amendment Effective Date as that term is defined in Article IV of the Fifth Amendment.

ARTICLE III

WAIVER

     SECTION 3.1. Waiver to Section 8.6 . On or before May 26, 2009, the Parent (or the Borrower on behalf of the Parent) shall repay in full the entire outstanding principal amount of the 2009 Notes, together with accrued and unpaid interest thereon; provided that the amount of such repayment related to the outstanding principal amount of the 2009 Notes shall not exceed $6,716,000. For purposes of such repayment, subclauses ( i ), ( ii ) and ( iii ) of clause (d) of Section 8.6 of the Existing Credit Agreement are hereby waived in their entirety so long as such payment is made on or before May 26, 2009.

     SECTION 3.2. Additional Waiver . The Required Lenders hereby waive (a) any Event of Default that arose pursuant to Section 9.1.5 of the Existing Credit Agreement as a result of the Borrower’s failure to make the payment of principal and accrued interest on the 2009 Notes due May 15, 2009, and (b) any other Event of Default caused directly as a result of such failure to pay the 2009 Notes on or before such date.

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

     SECTION 4.1. Conditions to Effectiveness . This Amendment shall become effective upon the prior or simultaneous satisfaction of each of the following conditions in a manner reasonably satisfactory to the Administrative Agent (the date when all such conditions are so satisfied being the “ Fifth Amendment Effective Date ”):

     SECTION 4.2. Counterparts . The Administrative Agent shall have received counterparts hereof executed on behalf of the Borrower, the Parent, each other Obligor and the Required Lenders.

     SECTION 4.3. Costs and Expenses, etc . The Administrative Agent shall have received for itself and for the account of each Lender, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 12.3 of the Existing Credit Agreement or otherwise payable pursuant to any Loan Document (including without limitation the fees and expenses of Allen & Overy LLP, special New York counsel to the Administrative Agent), if then invoiced, together with all other fees separately agreed to by the Borrower and the Administrative Agent (or any of its Affiliates).

     SECTION 4.4. Cert