SIXTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

SIXTH AMENDMENT AND WAIVER
TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SIXTH AMENDMENT AND WAIVER, dated as of August 12, 2009 (this “ Amendment ” or this “ Sixth 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 .

     “ Sixth 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 Sixth 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:

     “ Sixth Amendment ” means the Sixth Amendment and Waiver to Amended and Restated Credit Agreement, dated as of August 12, 2009, among the Borrower, the Parent, certain other Obligors, the Lenders party thereto and the Administrative Agent.

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

     SECTION 2.2. Amendment to Section 7.1 . Section 7.1 of the Existing Credit Agreement is hereby amended by (a) deleting the word “and” immediately following clause (k) thereof, (b) replacing the period (“.”) following clause (l) thereof with a semi-colon (“;”) and (c) inserting new clauses (m) through (p) immediately following clause (l), which new clauses shall read as follows:

     (m) commencing after the Sixth Amendment Effective Date, within ten Business Days of the end of each of the Borrower’s fiscal months, financial results by business segment, prepared in reasonable detail, together with such other information as the Administrative Agent may reasonably request, in each case in form reasonably acceptable to the Administrative Agent;

     (n) commencing after the Sixth Amendment Effective Date, prior to 9:00 a.m. on the third Business Day of each calendar week, a copy of the Borrower’s sales and backlog flash reports provided to management during the preceding week, such reports to be in the same form and to contain the same information as supplied to management of the Parent and its Subsidiaries; provided , however , the requirements of this paragraph (n) may be

satisfied if the Parent provides such reports to the financial advisor referred to in Section 6.6;

     (o) commencing after the Sixth Amendment Effective Date, prior to 9:00 a.m. on the third Business Day of each calendar week, an adjusted 13-week cash flow forecast consistent with the forecast currently being provided by the Parent to the Lenders, but breaking down both “Beginning Cash” and “Ending Cash” under the column “Week 1” by cash at each country where the Parent and its Subsidiaries currently have operations; and

     (p) commencing after the Sixth Amendment Effective Date, prior to 9:00 a.m. on the third Business Day of each calendar week, a true and complete in all material respects progress report setting forth an update on capital raising and restructuring efforts and discussions, asset sale efforts and discussions and the then current plans for debt retirement; provided , however , the requirements of this paragraph (p) may be satisfied if the Parent provides such report to the Administrative Agent for distribution to those Lenders operating as a steering committee.

ARTICLE III

LIMITED WAIVERS TO EXISTING CREDIT AGREEMENT

     Subject to the occurrence of the Sixth 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 September 11, 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 “ Sixth 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 Sections 3.3 and 12.3 of the Existing Credit Agreement (including without limitation the fees and expenses of Willkie Farr & Gallagher LLP (“ Willkie ”), special New York restructuring counsel to the Administrative Agent), if then invoiced. The Borrower shall further have paid an initial (and to be replenished from time to time at the request of the Administrative Agent) retainers in the amount of $250,000 to Willkie, and in the amount of $150,000 to Loughlin Meghji + Company (“ LM+Co ”), advisor to Willkie in connection with Willkie’s services to the Administrative Agent, in each case, to cover fees, costs and expenses to the extent invoiced and unpaid after the Sixth Amendment Effective Date, but not in lieu of the Borrower’s obligations to make separate prompt payment of invoices from each thereof.

     SECTION 4.4. LM+Co Engagement Letter . The Borrower shall have executed and delivered the engagement letter from LM+Co to Willkie dated on or about August 12, 2009.

     SECTION 4.5. 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 Sixth Amendment Effective Date, the statements set forth in Article V hereof are true and correct.

     SECTION 4.6. 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