SEVENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

SEVENTH AMENDMENT AND WAIVER
TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SEVENTH AMENDMENT AND WAIVER, dated as of September 2, 2009 (this “ Amendment ” or this “ Seventh Amendment ”), to the Existing Credit Agreement (as defined below) is entered into among 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 to have the meanings set forth in, or are defined by reference 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.

WITNESSETH :

     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 Borrower has requested that the Lenders waive and amend certain provisions of the Existing Credit Agreement and the Lenders are willing, but only on the terms and subject to the conditions hereinafter set forth, to modify the Existing Credit Agreement, all 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 .

     “ Seventh Amendment Effective Date ” is defined in Article IV .

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

     “ Seventh Amendment ” means the Seventh Amendment and Waiver to Amended and Restated Credit Agreement, dated as of September 2, 2009, among the Borrower, the Parent, certain other Obligors, the Lenders party thereto and the Administrative Agent.

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

     SECTION 2.2. Amendment to Section 7.11 . Section 7.11 of the Existing Credit Agreement is hereby amended by replacing the amount “$15,000,000” appearing in the proviso thereof with the amount “$2,000,000”.

ARTICLE III

LIMITED WAIVERS TO EXISTING CREDIT AGREEMENT

     Subject to the occurrence of the Seventh Amendment Effective Date, certain limited provisions of the Existing Credit Agreement are hereby waived in accordance with this Article III. Except as expressly so waived, the Existing Credit Agreement shall continue in full force and effect.

     SECTION 3.1. Limited Waivers as to Section 8.4(d) and (e) . The Required Lenders hereby waive, until October 12, 2009, the requirement that the Parent and the Borrower comply with the provisions of Sections 8.4(d) and 8.4(e) of the Credit Agreement for the second Fiscal Quarter of 2009.

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 “ Seventh Amendment Effective Date ”):

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

     SECTION 4.3. Costs and Expenses, etc . The Administrative Agent shall have received all fees, costs and expenses due and payable pursuant to Section 12.3 of the Existing Credit Agreement (including without limitation the fees and expenses of Willkie Farr & Gallagher LLP, special New York restructuring counsel to the Administrative Agent), if then invoiced.

     SECTION 4.4. Certificate of Authorized Officer . The Borrower shall have delivered a certificate of an Authorized Officer, solely in his or her capacity as an Authorized Officer of the Borrower and not in his or her individual capacity, certifying that, both immediately before and after giving effect to this Amendment on the Seventh Amendment Effective Date, the statements set forth in Article V hereof are true and correct.

     SECTION 4.5. Satisfactory Legal Form . The Administrative Agent and its counsel shall have received all information, and such counterpart originals or such certified or other copies of such materials, as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the effectiveness of this Amendment shall be satisfactory to the Administrative Agent and its counsel. All documents executed or submitted pursuant hereto or in connection herewith shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this Amendment, the Obligors represent and warrant to the Lenders as set forth below.

     SECTION 5.1. Validity, etc . This Amendment and the Credit Agreement (after giving effect to this Amendment) each constitutes the legal, valid and binding obligation of such applicable Obligor enforceable in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     SECTION 5.2. Representations and Warranties, etc . Both before and after giving effect to this Amend