Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2008, Champion Home Builders Co. ("Champion Homes"), a wholly-owned subsidiary of Champion Enterprises, Inc. (the "Company"), the Company and certain additional subsidiaries of the Company entered into a Fifth Amendment and Waiver to the Amended and Restated Credit Agreement (the "Fifth Amendment") with certain financial institutions and other parties thereto as lenders (the "Lenders") and Credit Suisse, Cayman Islands Branch ("Credit Suisse"), as Administrative Agent, which modifies the Amended and Restated Credit Agreement, dated as of April 7, 2006, as amended, among Champion Homes, the Company, the Lenders and Credit Suisse, as Administrative Agent (the "Credit Agreement"). The Fifth Amendment modifies the provisions of Section 8.6 of the Credit Agreement to permit payment by the Company of all remaining principal ($6,716,000) and accrued interest under the Company's remaining 7 5/8% Senior Notes (the "2009 Notes"), due May 15, 2009. All such remaining principal and interest payments under the 2009 Notes were deposited with the 2009 Note Trustee in full on May 21, 2009.
Other than the Credit Agreement, as amended, there are no material relationships between Credit Suisse or the Lenders and the Company or any of their respective affiliates, other than as follows: (i) the Company and its affiliates may have customary banking relationships with one or more of the Lenders and
(ii) affiliates of Credit Suisse have in the past provided investment banking and investment banking-related services to the Company and certain of its subsidiaries, and these entities may continue to do so in the future. The foregoing description of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

Fifth Amendment and Waiver to Amended and Restated Credit Agreement.

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