<PAGE>
                                                                    EXHIBIT 10.2



                       AMENDMENT NO. 9 TO CREDIT AGREEMENT


                  THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (the "Amendment")
dated as of October 15, 2001, by and among Champion Enterprises, Inc., a
Michigan corporation, (the "Borrower"), each of the Guarantors (as defined in
the Credit Agreement which is hereinafter defined), the Banks (as defined in the
Credit Agreement), Bank One, Michigan, successor to NBD Bank, in the capacity as
Administrative Agent and Syndication Agent, Comerica Bank, in the capacity as
Documentation Agent, and National City Bank, Harris Trust and Savings Bank,
Keybank, National Association, Bank of America, N.A. and Wachovia Bank, N.A., as
Co-Agents.

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto are parties to that certain Credit
Agreement dated as of May 5, 1998, as amended, (the "Credit Agreement"),
pursuant to which the Banks provide a $75,000,000 revolving credit facility to
the Borrower; and

                  WHEREAS, the Borrower, the Banks and the Agent desire to amend
the Credit Agreement as hereinafter provided.

                  NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

         1.       Definitions.

         Defined terms used herein unless otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement, as hereby amended.

         2.       Amendment of Credit Agreement.

                  The following definitions set forth in Section 1.1 of the
Credit Agreement are hereby amended and restated as follows:

                           "Consolidated Cash Flow From Operations for any
period of determination shall mean (i) the sum of net income, depreciation,
amortization, interest expense, income tax expense, and, without duplication,
Approved Non-Cash Charges and Plant Closing Charges, plus one-time charges not
in excess of $4,000,000 taken by the Borrower and its Subsidiaries during the
period from September 1 through December 31, 2001, which are related to losses
on the loan portfolio of Homepride Finance Corp., minus (ii) noncash credits to
net


<PAGE>
income and gains on the disposition of assets to the extent included in net
income but not included in operating income, in each case of the Borrower and
its Subsidiaries for such period determined and consolidated in accordance with
GAAP.

                           Retail Finance Companies shall mean collectively, and
Retail Finance Company shall mean separately, a Person, other than an
individual, primarily engaged in the business of making loans to retail
purchasers of manufactured housing products subject to the underwriting
standards of purchasers of such types of loans, provided that the loans which
are held by Retail Finance Companies which are Subsidiaries of the Borrower and
which are in excess of sixty (60) days past the due date for such loans shall
not at any time exceed (i) during the period from October 15, 2001, through
December 30, 2001, $9,000,000 and (ii) during the period from and after December
31, 2001, $5,000,000."

         3.       Waiver.

         The Banks hereby waive compliance by the Loans Parties (i) with respect
to the covenant set forth in Section 7.2.4(iv) to the extent that the loans,
advances and investments of the Loan Parties and their Subsidiaries in
Subsidiaries which are Retail Finance Companies exceeded five percent (5%) of
Consolidated Net Worth at any time prior to September 27, 2001, and (ii) to the
extent that the loans which are held by Retail Finance Companies which are
Subsidiaries of the Borrower and which are in excess of sixty (60) days past the
due date for such loans exceeded $5,000,000 at any time prior to October 15,
2001. The foregoing waivers are limited to the specific covenants and periods
set forth in the preceding sentence and do not constitute an agreement by the
Banks to waive any other covenants or to waive such covenants for any other
periods.

         4.       Amendment Fee.

         The Borrower shall pay to the Agent, for the benefit of the approving
Banks, an amendment fee in an amount equal to twenty (20) basis points of the
aggregate Revolving Credit Commitments of the Banks which have executed and
delivered this Amendment on or before 4:00 p.m. Eastern Standard Time, on
October 15, 2001, such fee to be allocated to such approving Banks in accordance
with their respective Ratable Share.

         5.       Conditions of Effectiveness of Amendment.

         The effectiveness of this Amendment is expressly conditioned upon
satisfaction of each of the following conditions precedent:

                  A. The representations and warranties of the Borrower
contained in Article V of the Credit Agreement shall be true and accurate on the
date hereof with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein), and the Borrower and the Guarantors shall have performed
and complied with all covenants and conditions under the Loan Documents and
hereof; no Event of Default or

                                      -2-
<PAGE>
Potential Default under the Credit Agreement and the other Loan Documents shall
have occurred and be continuing or shall exist other than those specific Events
of Default and Potential Defaults which have been expressly waived by the Banks;
and an Authorized Officer shall have delivered to the Agent for the benefit of
each Bank a duly executed certificate dated the date hereof certifying as to the
items in this Section 5.A.

                  B. There shall be delivered to the Agent for the benefit of
each Bank a certificate, dated as of the date hereof and signed by the Secretary
or an Assistant Secretary of the Borrower and each Guarantor, certifying as
appropriate as to:

                                    (a) all action taken by such party in
connection with this Amendment and the other Loan Documents;

                                    (b) the names of the officer or officers
authorized to sign this Amendment and the other documents executed and delivered
in connection herewith and described in this Section 5 and the true signatures
of such officer or officers and, in the case of the Borrower, specifying the
Authorized Officers permitted to act on behalf of the Borrower for purposes of
the Loan Documents and the true signatures of such officers, on which the Agent
and each Bank may conclusively rely; and

                                    (c) copies of its organizational documents,
including its certificate of incorporation and bylaws if it is a corporation,
its certificate of partnership and partnership agreement if it is a partnership,
and its certificate of organization and limited liability company operating
agreement if it is a limited liability company, in each case as in effect on the
date hereof, certified by the appropriate state official where such documents
are filed in a state office together with certificates from the appropriate
state officials as to the continued existence and good standing of the Borrower
and each Guarantor in each state where organized; provided that the Borrower and
each of the Guarantors may, in lieu of delivering copies of the foregoing
organizational documents and good standing certificates, certify that the
organizational documents and good standing certificates previously delivered by
the Borrower and the Guarantors to the Agent on May 5, 1998 or thereafter,
remain in effect and have not been amended.

                  C. The Borrower shall pay or cause to be paid [the amendment
fee described in Section 4 above and all other] costs and expenses accrued
through the date hereof and the costs and expenses of the Agent and the Banks
including, without limitation, reasonable fees of the Agent's counsel.

                  D. All consents required to effectuate the transactions
contemplated hereby shall have been obtained and copies thereof shall have been
delivered to the Agent for the benefit of the Banks.

                  E. On the date hereof there shall have been no Material
Adverse Change, and since January 1, 2001, no Material Adverse Change shall have
occurred with respect to the operations or financial condition of the Borrower
or any of its Significant Subsidiaries.



                                      -3-
<PAGE>
                  F. On the date hereof no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, the Credit Agreement, or any Loan
Documents or the consummation of the transactions contemplated hereby or which,
in the Agent's reasonable discretion, could result in a Material Adverse Change.

                  G. Each of the Guarantors, by its execution below of this
Amendment, hereby confirms its continuing obligations under the Guaranty
Agreement, and each of the Guarantors hereby confirms its continuing obligations
under the Guaranty by execution and delivery of this Amendment. Each of the
Guarantors represents and warrants that it is a party to the Guaranty Agreement,
either by execution of the Guaranty Agreement or by joinder to the Guaranty
Agreement in accordance with the provisions of Section 10.18 of the Credit
Agreement.

                  H. All legal details and proceedings in connection with the
transactions contemplated by this Amendment shall be in form and substance
satisfactory to the Agent, the Agent shall have received from the Borrower and
the Required Banks an executed original of this Amendment and the Agent shall
have received all such other counterpart originals or certified or other copies
of such documents and proceedings in connection with such transactions, in form
and substance satisfactory to the Agent.

         6. Force and Effect. Except as otherwise expressly modified by this
Amendment, the Credit Agreement and the other Loan Documents are hereby ratified
and confirmed and shall remain in full force and effect after the date hereof.

         7. Governing Law. This Amendment shall be deemed to be a contract under
the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.

         8. Effective Date; Certification of the Borrower. This Amendment shall
be dated as of and shall be binding, effective and enforceable upon the date of
(i) satisfaction of all conditions set forth in Section 5 hereof and (ii)
receipt by the Agent of duly executed original counterparts of this Amendment
from the Borrower, the Guarantors and the Required Banks, and from and after
such date this Amendment shall be binding upon the Borrower, the Guarantors,
each Bank and the Agent, and their respective successors and assigns permitted
by the Credit Agreement.

                            [SIGNATURE PAGES FOLLOW]


                                      -4-
<PAGE>


                   [SIGNATURE PAGE 1 OF 14 TO AMENDMENT NO. 9]



         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above
written.



                                   [BORROWER]


                                           CHAMPION ENTERPRISES, INC.


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:                         [Seal]
                                                 -------------------------




                                  [GUARANTORS]


                                           EACH GUARANTOR LISTED ON
                                           SCHEDULE 1 HERETO


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:                         [Seal]
                                                 -------------------------
                                                 of each Guarantor listed on
                                                 Schedule 1



                                      -1-
<PAGE>


                   [SIGNATURE PAGE 2 OF 14 TO AMENDMENT NO. 9]

                               [BANKS AND AGENTS]


                                            BANK ONE, MICHIGAN, individually and
                                            as Administrative Agent and
                                            Syndication Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                   [SIGNATURE PAGE 3 OF 14 TO AMENDMENT NO. 9]





                                            COMERICA BANK, individually and as
                                            Documentation Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                   [SIGNATURE PAGE 4 OF 14 TO AMENDMENT NO. 9]





                                            PNC BANK, NATIONAL ASSOCIATION



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                   [SIGNATURE PAGE 5 OF 14 TO AMENDMENT NO. 9]





                                            NATIONAL CITY BANK, individually and
                                            as Co-Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                   [SIGNATURE PAGE 6 OF 14 TO AMENDMENT NO. 9]





                                            HARRIS TRUST AND SAVINGS BANK,
                                            individually and as Co-Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------




<PAGE>


                   [SIGNATURE PAGE 7 OF 14 TO AMENDMENT NO. 9]





                                            KEYBANK NATIONAL ASSOCIATION,
                                            individually and as Co-Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                   [SIGNATURE PAGE 8 OF 14 TO AMENDMENT NO. 9]





                                            BANK OF AMERICA, N.A., individually
                                            and as Co-Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                   [SIGNATURE PAGE 9 OF 14 TO AMENDMENT NO. 9]





                                            WACHOVIA BANK, N.A., individually
                                            and as Co-Agent



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------





<PAGE>


                  [SIGNATURE PAGE 10 OF 14 TO AMENDMENT NO. 9]



                                            STANDARD FEDERAL BANK



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------





                                            MICHIGAN NATIONAL BANK



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                  [SIGNATURE PAGE 11 OF 14 TO AMENDMENT NO. 9]





                                            THE BANK OF TOKYO-MITSUBISHI,
                                            LTD., CHICAGO BRANCH



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------




<PAGE>


                  [SIGNATURE PAGE 12 OF 14 TO AMENDMENT NO. 9]





                                            THE BANK OF NOVA SCOTIA



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                  [SIGNATURE PAGE 13 OF 14 TO AMENDMENT NO. 9]





                                            HIBERNIA NATIONAL BANK



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------







<PAGE>


                  [SIGNATURE PAGE 14 OF 14 TO AMENDMENT NO. 9]





                                            CREDIT SUISSE FIRST BOSTON



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


<PAGE>

                                   SCHEDULE 1


[GUARANTORS]

A-1 HOMES GROUP, INC., a Michigan corporation

ACCENT MOBILE HOMES, INC., a North Carolina corporation

ALPINE HOMES, INC., a Colorado corporation

AMERICAN TRANSPORT, INC., a Nevada corporation

ART RICHTER INSURANCE, INC., a Kentucky corporation

AUBURN CHAMP, INC., a Michigan corporation

BRYAN MOBILE HOMES, INC., a Texas corporation

BUILDERS CREDIT CORPORATION, a Michigan corporation

CAC FUNDING CORPORATION, a Michigan corporation

CAL-NEL, INC., a Texas corporation

CARE FREE HOMES, INC., a Michigan corporation

CHI, INC., A Kansas corporation

CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation

CHAMPION FINANCIAL CORPORATION, a Michigan corporation

CHAMPION GP, INC., a Michigan corporation

CHAMPION HOME BUILDERS CO., a Michigan corporation

CHAMPION HOME COMMUNITIES, INC., a Michigan corporation

CHAMPION MOTOR COACH, INC., a Michigan corporation

CHAMPION RETAIL, INC., a Michigan corporation

CHANDELEUR HOMES, INC., a Michigan corporation

CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation

COLONIAL HOUSING, INC., a Texas corporation

COUNTRY ESTATE HOMES, INC., an Oklahoma corporation

COUNTRYSIDE HOMES, INC., a North Dakota corporation

CREST RIDGE HOMES, INC., a Michigan corporation

CRESTPOINTE FINANCIAL SERVICES, INC., a Delaware corporation

DUTCH HOUSING, INC., a Michigan corporation

FACTORY HOMES OUTLET, INC., an Idaho corporation

FLEMING COUNTY INDUSTRIES, INC., a Kentucky corporation


<PAGE>

GATEWAY ACCEPTANCE CORP., a South Dakota corporation

GATEWAY MOBILE & MODULAR HOMES, INC., a Nebraska corporation

GATEWAY PROPERTIES CORP., a South Dakota corporation

GEM HOMES, INC., a Delaware corporation

GENESIS HOME CENTERS, LIMITED PARTNERSHIP, a Michigan limited partnership
(Champion GP, Inc. is General Partner authorized to execute documents on behalf
of limited partnership)

GRAND MANOR, INC., a Michigan corporation

HEARTLAND HOMES, L.P., a Texas limited partnership

HOMEPRIDE FINANCE CORP., a Michigan corporation

HOMES AMERICA FINANCE, INC., a Nevada corporation

HOMES AMERICA OF ARIZONA, INC., an Arizona corporation

HOMES AMERICA OF CALIFORNIA, INC., a California corporation

HOMES AMERICA OF OKLAHOMA, INC., an Oklahoma corporation

HOMES AMERICA OF PHOENIX, LLC, a Michigan limited liability company
(Homes America of Arizona, Inc. is sole member/manager authorized to execute
documents on behalf of limited liability company)

HOMES AMERICA OF UTAH, INC., a Utah corporation

HOMES AMERICA OF WYOMING, INC., a Wyoming corporation

HOMES AMERICA, INC., a Michigan corporation

HOMES OF KENTUCKIANA, L.L.C., a Kentucky limited liability company
(Trading Post Mobile Homes, Inc. is sole member authorized to execute documents
on behalf of limited liability company)

HOMES OF LEGEND, INC., a Michigan corporation

HOMES OF MERIT, INC., a Florida corporation

I.D.A., INCORPORATED, an Oklahoma corporation

IMPERIAL HOUSING, INC., a Texas corporation

INVESTMENT HOUSING, INC., a Texas corporation

ISEMAN CORP., a South Dakota corporation

JASPER MOBILE HOMES, INC., a Texas corporation

LAKE COUNTRY LIVING, INC., a Texas corporation

LAMPLIGHTER HOMES, INC., a Washington corporation

LAMPLIGHTER HOMES (OREGON), INC., an Oregon corporation

M&J SOUTHWEST DEVELOPMENT CORP., a Texas corporation

MANUFACTURED HOUSING OF LOUISIANA, INC., a Michigan corporation


                                      -2-
<PAGE>

MOBILE FACTORY OUTLET, INC., a Texas corporation

MODULINE INTERNATIONAL, INC., a Washington corporation

NORTHSTAR CORPORATION, a South Dakota corporation

PHILADELPHIA HOUSING CENTER, INC., a Mississippi corporation

PRAIRIE RIDGE, INC., a Kansas corporation

PREMIER HOUSING, INC., a Texas corporation

REDMAN BUSINESS TRUST, a Delaware business trust

REDMAN HOMES MANAGEMENT COMPANY, INC., a Delaware corporation

REDMAN HOMES, INC., a Delaware corporation

REDMAN INDUSTRIES, INC., a Delaware corporation

REDMAN INVESTMENT, INC., a Delaware corporation

REDMAN MANAGEMENT SERVICES BUSINESS TRUST, a Delaware business trust

REDMAN RETAIL, INC., a Delaware corporation

REGENCY SUPPLY COMPANY, INC., a Delaware corporation

SAN JOSE ADVANTAGE HOMES, INC., a California corporation

SERVICE CONTRACT CORPORATION, a Michigan corporation

SOUTHERN SHOWCASE FINANCE, INC., a Michigan corporation

SOUTHERN SHOWCASE HOUSING, INC., a North Carolina corporation

STAR FLEET, INC., an Indiana corporation

THE OKAHUMPKA CORPORATION, a Florida corporation

THOMAS HOMES OF AUSTIN, INC., a Texas corporation

THOMAS HOMES OF BUDA, INC., a Texas corporation

THOMAS HOMES OF TEXAS, INC., a Texas corporation

TRADING POST MOBILE HOMES, INC., a Kentucky corporation

U.S.A. MOBILE HOMES, INCORPORATED, an Oregon corporation

VICTORY INVESTMENT CO., an Oklahoma corporation

VIDOR MOBILE HOME CENTER, INC., a Texas corporation

WESTERN HOMES CORPORATION, a Delaware corporation

WHITWORTH MANAGEMENT, INC., a Nevada corporation

WRIGHT'S MOBILE HOMES, INC., a Texas corporation





                                      -3-