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$160,000,000
 CHAMPION ENTERPRISES, INC.
 2.75% Convertible Senior Notes due 2037
 UNDERWRITING AGREEMENT
  Credit Suisse Securities (USA) LLC,
  Introductory Company Credit Suisse Underwriter Firm Securities Securities Optional
Securities Indenture Offered Securities.
 Representations and Warranties of the Company
 Filing and Effectiveness of Registration Statement; Certain Defined Terms Registration Statement Registration Statement
  430B Information
 430C Information




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Act
 Applicable Time
 Closing Date
 Commission
 Effective Time
 Exchange Act
 Final Prospectus
 General Use Issuer Free Writing Prospectus
 Issuer Free Writing Prospectus
 Limited Use Issuer Free Writing Prospectus
 Rules and Regulations
 Securities Laws Sarbanes-Oxley Exchange Rules
 Statutory Prospectus
 Trust Indenture Act
 Underlying Shares
  Compliance with Securities Act Requirements
 2




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Automatic Shelf Registration Statement Well-Known Seasoned Issuer
Status
 Effectiveness of Automatic Shelf Registration Statement Renewal Deadline
 Eligibility to Use Automatic Shelf Registration Form
 3




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Filing Fees
 Ineligible Issuer Status
 General Disclosure Package General Disclosure Package
 Issuer Free Writing Prospectuses
 Good Standing of the Company
 4




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Material Adverse Effect
 Subsidiaries
 Execution and Delivery of Indenture
 Offered Securities
 No Finders Fee
 Registration Rights
 5




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registration rights
 Absence of Further Requirements
 Title to Property
 Absence of Defaults and Conflicts Resulting from Transaction Debt Repayment Triggering Event
 Absence of Existing Defaults and Conflicts
 Authorization of Agreement
 Possession of Licenses and Permits Licenses
 6




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Absence of Labor Dispute
 Possession of Intellectual Property intellectual property rights
 Environmental Laws environmental laws
 Accurate Disclosure
 Absence of Manipulation
 Statistical and Market-Related Data
 Internal Controls and Compliance with the Sarbanes-Oxley Act Board Internal Controls
 7




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Audit Committee  Internal
Control Event
 Litigation
 Financial Statements
 No Material Adverse Change in Business
 Investment Company Act Investment Company Act
 Ratings
 8




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Tax
 Purchase, Sale and Delivery of Offered Securities
 First Closing Date
 provided
 Optional Closing Date Closing Date
 9




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Offering by the Underwriter
 Certain Agreements of the Company
 Filing of Prospectuses.
 Filing of Amendments; Response to Commission Requests
 Continued Compliance with Securities Laws
 Rule 158.
 Furnishing of Prospectuses
 10




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Blue Sky Qualifications provided
 Reporting Requirements EDGAR
 Payment of Expenses
 Use of Proceeds
 Absence of Manipulation
 Restriction on Sale of Securities.
 11




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Restriction on Sale of Securities. Lock-Up
Period Lock-Up
Securities
 Free Writing Prospectuses Issuer Free Writing Prospectuses Permitted
Free Writing Prospectus
 Term Sheets
 12




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Conditions of the Obligations of the Underwriter
 Accountants Comfort Letter
 Accountants Comfort Letter
 Filing of Prospectus.
 No Material Adverse Change
 13




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Opinions of Counsel for Company
 Opinion of Counsel for the Underwriter.
 Officers Certificate
  Indemnification and Contribution Indemnification of the Underwriter Indemnified Party
 14




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Indemnification of Company Underwriter Indemnified Party
 Actions against Parties; Notification
 15




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Contribution
 Survival of Certain Representations and Obligations
 Notices
 16




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Successors
 Counterparts
 Absence of Fiduciary Relationship.
 No Other Relationship
 Arms Length Negotiations
 Absence of Obligation to Disclose
 Waiver
 Applicable Law
  17




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Very truly yours,Champion Enterprises, Inc.By:
    /s/ Phyllis A. KnightName:
    Phyllis A. KnightTitle:
    Executive Vice President & Chief Financial Officer The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above
written.
 Credit Suisse Securities (USA) LLCBy:
    /s/ Jared FeltName:
    Jared FeltTitle:
    Managing Director