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<CONFORMED-NAME>CHAMPION ENTERPRISES INC
<CIK>0000814068
<ASSIGNED-SIC>2451
<IRS-NUMBER>382743168
<STATE-OF-INCORPORATION>MI
<FISCAL-YEAR-END>1225
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<STREET1>2701 CAMBRIDGE COURT
<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
<PHONE>2483409090
</BUSINESS-ADDRESS>
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<STREET1>2701 UNIVERSITY DRIVE
<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>k71821e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported): August 9, 2002




                           Champion Enterprises, Inc.
               --------------------------------------------------
               (Exact name of Registrant as Specified in Charter)



                                    Michigan
               --------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



          1-9751                                         38-2743168
 ------------------------                      ---------------------------------
 (Commission File Number)                      (IRS Employer Identification No.)


          2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326
          -------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)





Registrant's telephone number, including area code: 248/340-9090



<PAGE>
ITEM 5. OTHER EVENTS.

         In April 2002, the Company arranged a $150 million warehouse facility
for a consolidated third party special purpose entity to support the financing
operations of the Company's financial subsidiary. The warehouse facility has a
term of one year and contains covenants that, among other things, require
maintenance by the Company of minimum interest coverage ratios and tangible net
worth and certain minimum unsecured debt ratings from two of the national
ratings agencies.

         As of August 9, 2002, the consolidated third party special purpose
entity entered into a fourth amendment to the warehouse facility to modify
various consumer loan quality and concentration parameters as well as other
terms in order to obtain the desired ratings of the facility from both Moody's
Investors Service and Standard & Poor's.

         As of September 9, 2002, the consolidated third party special purpose
entity entered into a fifth amendment to the warehouse facility. This amendment,
among other things, waives an event of default pertaining to the Company's
adjusted consolidated tangible net worth covenant up to September 30, 2002;
waives the ratings trigger consequences from the Company being placed on
negative credit watch by Moody's; and reduces the loan selling price range on
the facility from 83% to 85% down to 76% to 78%. As a result, for every $10
million of loans sold into the warehouse facility, initial proceeds will be
$700,000 less than before the loan selling price range reduction.

         In September 2002, Moody's placed a negative outlook on the Company's
senior implied credit rating and the ratings on the Company's senior notes due
2007 and senior notes due 2009. A negative rating action by either Moody's or
Standard & Poor's could cause a default under the warehouse facility. A negative
ratings action also could affect the Company's ability to obtain or maintain
various forms of business credit, including but not limited to letters of
credit, surety bonds, trade payables and floor plan financing, or could result
in the Company having to place additional collateral related thereto.

         The Company has a $15 million floor plan financing facility that
contains a covenant requiring the Company to maintain minimum earnings before
interest, taxes, depreciation and amortization ("EBITDA"), as defined. The
Company expects not to be in compliance with this covenant for the quarter
ending September 28, 2002 and will seek an amendment to cure the noncompliance.
The Company expects to obtain this amendment by September 28, 2002. If the
Company does not obtain such amendment, the lender could terminate the credit
line and cause the debt to become immediately due and payable. As of July 31,
2002, the Company had approximately $1.7 million outstanding under this
facility.

         In August 2002, the Company's largest surety bond provider notified the
Company that it is no longer willing to support the Company's surety bond needs
at the current level or terms. The related surety bonds total $20.8 million as
collateral for the Company's self-insurance program and approximately $14.2
million for general


                                       1
<PAGE>


operating purposes. The Company has previously provided $9.6 million of cash
collateral and $3.1 million of letter of credit collateral in support of these
surety bonds. The Company has proposed a collateral increase in order to retain
these surety bond programs with the current provider. If the Company cannot
retain its current provider, it will seek alternative providers. The inability
to retain the Company's current provider or obtain alternative bonding sources
could have a negative impact on the Company's liquidity of up to $22 million.

         On September 20, 2002 the Company issued a press release, which is
attached as Exhibit 99.3.

ITEM 7.  EXHIBITS.

Exhibit
Number

  99.1            Amendment Agreement No. 4, dated as of August 9, 2002, to the
                  Receivables Purchase Agreement among HomePride Finance Corp.
                  and GSS Homepride Corp., CIT Group/Sales Financing, Inc.,
                  Greenwich Funding Corp., the financial institutions named
                  therein as Banks and Credit Suisse First Boston, New York
                  Branch.

  99.2            Amendment Agreement No. 5, dated as of September 9, 2002, to
                  the Receivables Purchase Agreement among HomePride Finance
                  Corp. and GSS Homepride Corp., CIT Group/Sales Financing,
                  Inc., Greenwich Funding Corp., the financial institutions
                  named therein as Banks and Credit Suisse First Boston, New
                  York Branch.

  99.3            Press release dated September 20, 2002.





                                       2
<PAGE>






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    CHAMPION ENTERPRISES, INC.



                                    By: /s/ Anthony S. Cleberg
                                        -------------------------------------
                                        Anthony S. Cleberg, Executive Vice
                                        President and Chief Financial Officer




Date:  September 20, 2002







<PAGE>




                                INDEX TO EXHIBITS


Exhibit No.                              Description


  99.1            Amendment Agreement No. 4, dated as of August 9, 2002, to the
                  Receivables Purchase Agreement among HomePride Finance Corp.
                  and GSS Homepride Corp., CIT Group/Sales Financing, Inc.,
                  Greenwich Funding Corp., the financial institutions named
                  therein as Banks and Credit Suisse First Boston, New York
                  Branch.

  99.2            Amendment Agreement No. 5, dated as of September 9, 2002, to
                  the Receivables Purchase Agreement among HomePride Finance
                  Corp. and GSS Homepride Corp., CIT Group/Sales Financing,
                  Inc., Greenwich Funding Corp., the financial institutions
                  named therein as Banks and Credit Suisse First Boston, New
                  York Branch.

  99.3            Press release dated September 20, 2002.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>k71821exv99w1.txt
<DESCRIPTION>AMENDMENT NO. 4 DATED AS OF AUGUST 9, 2002
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1




                               AMENDMENT AGREEMENT
                                      NO. 4

                  AMENDMENT AGREEMENT NO. 4, dated as of August 9, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.

                  WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:

                  SECTION 1.  Amendments to RPA.

                  1.1 Section 1.01 of the RPA is hereby amended by adding the
         following definitions in their proper alphabetical order:

                           "Allowed Land Value" means, with respect to any
                  Receivable that arises in connection with a Land and Home
                  Contract or a Mortgage Loan, an amount equal to (a) 95%
                  multiplied by (b) the Appraised Value of the land on which the
                  related Manufactured Home is situated (or, if the land on
                  which the related Manufactured Home is situated consists of
                  more than five acres, an amount equal to (x) the Appraised
                  Value of the entire tract of land on which the related
                  Manufactured Home is situated multiplied by (y) a fraction,
                  the numerator of which is five, and the denominator of which
                  is the total amount of acres of such entire tract of land);
                  provided, that, in any case, all such land must be owned by
                  the related Obligor free and clear of any liens other than
                  those arising under the Mortgage securing the related Land and
                  Home Contract or Mortgage Loan or any other adverse claims.

                           "Available Funds Cap" means, with respect to any
                  Distribution Date, an amount equal to:



<PAGE>
                                 AFCR x CI x ED
                                 --------------
                                       360

                 where:

                           AFCR =   the Available Funds Cap Rate with
                                    respect to such Distribution Date

                           CI   =   the average daily balance of the Capital
                                    Investment during the Fixed Period
                                    ending on such Distribution Date

                           ED   =   the actual number of days elapsed during
                                    the Fixed Period ending on such
                                    Distribution Date.

                           "Available Funds Cap Carryforward Amount" has the
                  meaning set forth in Section 5.02 hereof.

                           "Available Funds Cap Rate" means, with respect to any
                  Distribution Date, a rate equal to the greater of (X) zero and
                  (Y)(i) the Weighted Average Coupon Rate of all Eligible
                  Receivables in the Receivables Pool as of such Distribution
                  Date minus (ii) the sum of (a) the Servicing Fee Rate, (b) the
                  Sub-Servicing Fee Rate, (c) the Custodial Fee Rate with
                  respect to such Distribution Date and (d) 2.50%.

                           "California Park Receivable" means a Receivable (i)
                  which is related to a Manufactured Home located in a
                  manufactured housing park in California, (ii) which is secured
                  by the related Manufactured Home but not the land on which it
                  is situated and (iii) with respect to which, the Servicer has
                  received an appraisal of the value of the related Manufactured
                  Home from a licensed independent professional appraiser.

                           "Custodial Fee Rate" means, with respect to any
                  Distribution Date, a rate equal to the Custodial Fees payable
                  with respect to the immediately preceding Collection Period
                  expressed as a percentage of the aggregate Receivables in the
                  Receivables Pool as of such Distribution Date.

                           "Material Amendment" means, with respect to any
                  Transaction Document, an amendment thereto which would have a
                  material adverse effect upon the interests of the Investor,
                  the Banks or the Agent.

                           "New Home" means a Manufactured Home that was not
                  owned or occupied by any individual or individuals prior to
                  being purchased by the related Obligor.


<PAGE>

                           "Rated Final Maturity Date" means the maturity date
                  of the Contract related to a Pool Receivable that has the
                  latest occurring maturity date of all of the Contracts related
                  to Pool Receivables on the Facility Termination Date.

                           "Servicing Fee Rate" means 0.10%.

                           "Sub-Servicing Fee Rate" means 1.00%.

                  1.2 The definition of "Acquired Property Mortgage" in Section
         1.01 of the RPA is hereby deleted and the following is inserted in its
         place:

                                    "Acquired Property Mortgage" means, with
                  respect to any Acquired Property, any mortgage, deed of trust
                  or similar security instrument from the Servicer (or any other
                  holder of title of such Acquired Property as may be permitted
                  under Section 11.04(b)) to the Agent which (i) encumbers such
                  Acquired Property and (ii) secures all amounts which were due
                  on the related Contract up to the date of acquisition of such
                  Acquired Property.

                  1.3 The definition of "Advance Rate" in Section 1.01 of the
         RPA is hereby deleted and the following is inserted in its place:

                                    "Advance Rate" means, as of any date of
                  determination (a) 85% if the following conditions shall be
                  satisfied as of such date of determination: (i) the Aggregate
                  Outstanding Balance of all Eligible Receivables in the
                  Receivables Pool that are secured by New Homes shall be
                  greater than or equal to 80% of the Aggregate Outstanding
                  Balance of all Eligible Receivables in the Receivables Pool,
                  (ii) the Aggregate Outstanding Balance of all Eligible
                  Receivables in the Receivables Pool secured by multi-wide
                  Manufactured Homes shall be greater than or equal to 70% of
                  the Aggregate Outstanding Balance of all Eligible Receivables
                  in the Receivables Pool and (iii) the Aggregate Outstanding
                  Balance of all Eligible Receivables in the Receivables Pool
                  with respect to which the related Manufactured Home is located
                  in a manufactured housing park shall be less than or equal to
                  40% of the Aggregate Outstanding Balance of all Eligible
                  Receivables in the Receivables Pool and (b) 83.75% if the
                  following conditions shall be satisfied as of such date of
                  determination: (i) the Aggregate Outstanding Balance of all
                  Eligible Receivables in the Receivables Pool that are secured
                  by New Homes shall be greater than or equal to 75% of the
                  Aggregate Outstanding Balance of all Eligible Receivables in
                  the Receivables Pool, (ii) the Aggregate Outstanding Balance
                  of all Eligible Receivables in the Receivables Pool secured by
                  multi-wide Manufactured Homes shall be greater than or equal
                  to 65%, of the Aggregate Outstanding Balance of all Eligible
                  Receivables in the

<PAGE>

                  Receivables Pool and (iii) the Aggregate Outstanding Balance
                  of all Eligible Receivables in the Receivables Pool with
                  respect to which the related Manufactured Home is located in a
                  manufactured housing park shall be less than or equal to 50%,
                  of the Aggregate Outstanding Balance of all Eligible
                  Receivables in the Receivables Pool; provided, however, if all
                  of the conditions set forth in the immediately-preceding
                  clauses (a) and (b) shall be satisfied as of such date of
                  determination, then the Advance Rate shall be 85%; provided,
                  further, however, if the Advance Rate shall not be 85% or
                  83.75% pursuant to the foregoing on such date of
                  determination, then the Advance Rate shall be 83% on such date
                  of determination; provided, further, however, that, at all
                  times after the Ratings have been obtained from the Rating
                  Agencies, the Advance Rate shall, from time to time, be
                  adjusted as necessary to maintain the Ratings so obtained from
                  the Rating Agencies.

                  1.4 The definition of "Deemed AAA Advance Percentage" in
         Section 1.01 of the RPA is hereby deleted and the following is inserted
         in its place:

                           "Deemed Advance Percentage" means as of any date of
                  determination, an advance percentage determined by the Agent
                  to be consistent with the criteria necessary for the facility
                  contemplated by this Agreement to receive a rating of the
                  highest category from one or more nationally recognized
                  statistical rating agencies; it being understood that such
                  determination shall be made by the Agent without actually
                  obtaining such a rating from any such statistical rating
                  agencies.

                  1.5 The RPA is hereby amended by (i) deleting each reference
         to "Deemed AAA Advance Percentage" and inserting in its place a
         reference to "Deemed Advance Percentage," (ii) deleting each reference
         to "Deemed AAA Capital Investment Amount" and inserting in its place a
         reference to "Deemed Capital Investment Amount" and (iii) deleting each
         reference to "Deemed AAA Credit Enhancement Amount" and inserting in
         its place a reference to "Deemed Credit Enhancement Amount"

                  1.6 The definition of "Eligible Receivable" in Section 1.01 of
         the RPA is hereby amended by inserting at the beginning of clause (qqq)
         thereof the following parenthetical ", other than a California Park
         Receivable,."

                  1.7 The definition of "Eligible Receivable" in Section 1.01 of
         the RPA is hereby further amended by adding at the end thereof the
         following:

                  and

                           (cccc) , other than a California Park Receivable,
                  with respect to which (a) the related Amount Financed
                  (excluding any cost to the related Obligor to acquire or
                  refinance the land on which the related

<PAGE>

                  Manufactured Home is or will be located which would otherwise
                  be includable in such Amount Financed) does not exceed 210% of
                  (b) the dealer invoice price for the Manufactured Home related
                  to such Receivable;

                           (dddd) , if such Receivable is a California Park
                  Receivable, with respect to which (a) the related Amount
                  Financed does not exceed 130% of the Appraised Value of the
                  related Manufactured Home and (b) the related manufactured
                  housing park has been approved by the Servicer in accordance
                  with its Credit and Collection Policy;

                           (eeee) arising in connection with a Land and Home
                  Contract or a Mortgage Loan only if the related Amount
                  Financed attributable to the land on which the related
                  Manufactured Home is situated does not exceed the related
                  Allowed Land Value; and

                           (ffff) with respect to which, the related promissory
                  note or other instrument, if any, has no marks or notations
                  indicating that such note or other instrument is currently
                  pledged or assigned to any Person other than the Agent, the
                  Conduit or the Banks;

                  1.8 The definition of "Excess Collections" in Section 1.01 of
         the RPA is hereby deleted and the following is inserted in its place:

                                    "Excess Collections" means, with respect to
                  any Collection Period, the amount equal to (A) the Interest
                  Collections, with respect to such Collection Period minus (B)
                  the sum of (i) an amount equal to, without duplication, all
                  Available Funds Cap Carryforward Amounts and all accrued
                  Yield, Fees and Other Amounts to be paid on the Distribution
                  Date immediately following such Collection Period, (ii) an
                  amount equal to the accrued fees and expenses to be paid to
                  the Custodian on such Distribution Date, (iii) the amount to
                  be deposited in the Reserve Account on such Distribution Date
                  and (iv) an amount equal to the accrued Servicing Fees and
                  Sub-Servicing Fees to be paid on such Distribution Date.

                  1.9 The definition of "Excess Collections Percentage" in
         Section 1.01 of the RPA is hereby deleted and the following is inserted
         in its place:

                                    "Excess Collections Percentage" means, with
                  respect to any Collection Period, the Spread Percentage with
                  respect to such Collection Period.

                  1.10 Clause (c) of the definition of "Excess Concentration
         Amount" in Section 1.01 of the RPA is hereby deleted and the following
         is inserted in its place:


<PAGE>

                           (c) the amount by which the Aggregate Outstanding
                  Balance of all Eligible Receivables in the Receivables Pool
                  that are secured by Manufactured Homes that are not New Homes
                  exceeds 25% of the Aggregate Outstanding Balance of all
                  Eligible Receivables in the Receivables Pool;

                  1.11 Clause (h) of the definition of "Excess Concentration
         Amount" in Section 1.01 of the RPA is hereby deleted and the following
         is inserted in its place:

                           (h) the amount by which the Aggregate Outstanding
                  Balance of all Eligible Receivables in the Receivables Pool
                  secured by Manufactured Homes that are not multi-wide
                  Manufactured Homes exceeds 40% of the Aggregate Outstanding
                  Balance of all Eligible Receivables in the Receivables Pool;

                  1.12 Clause (a) of the definition of "Interest Rate Hedge" in
         Section 1.01 of the RPA is hereby deleted and the following is inserted
         in its place:

                  (a) is entered into by the Seller or the Agent, on behalf of
                  the Seller, with an Eligible Counterparty;

                  1.13 The definition of "Loan to Value Ratio" in Section 1.01
         of the RPA is hereby deleted and the following is inserted in its
         place:

                                    "Loan-to-Value Ratio" means, with respect to
                  a Receivable, the ratio of the Amount Financed with respect to
                  such Receivable, including prepaid finance charges, to (i)
                  with respect to any Receivable that is related to a
                  Manufactured Home that is not located in California (or that
                  is related to a Manufactured Home that is located in
                  California if the Servicer has not received an appraisal of
                  the value of such Manufactured Home from a licensed
                  independent professional appraiser) and does not arise in
                  connection with a Land and Home Contract, the cash selling
                  price paid by the related Obligor for the purchase of the
                  related Manufactured Home plus the sum of the related (a)
                  sales tax, (b) freight, (c) prepaid finance charges, (d)
                  closing fees to third parties and (e) insurance or (ii) with
                  respect to any Receivable related to a Manufactured Home
                  located in California (if the Servicer has received an
                  appraisal of the value of such Manufactured Home from a
                  licensed independent professional appraiser) or that arises in
                  connection with a Land and Home Contract, the sum of the
                  Appraised Value of the related Manufactured Home and, if
                  applicable, the land on which the related Manufactured Home is
                  situated, plus the sum of the related (a) sales tax, (b)
                  freight, (c) prepaid finance charges, (d) closing fees to
                  third parties and (e) insurance.



<PAGE>

                  1.14 The RPA is hereby amended by deleting each reference to
         "Minimum Shadow Rating" and inserting in its place a reference to
         "Minimum Rating."

                  1.15 The definition of "Required Reserve Account Percentage"
         in Section 1.01 of the RPA is hereby amended by deleting the reference
         to "2.00%" in the first line thereof and inserting in its place a
         reference to "3.00%."

                  1.16 The definition of "Shadow Rating" in Section 1.01 of the
         RPA is hereby deleted and the following is inserted in its place:

                                    "Rating" means collectively, (i) with
                  respect to Moody's, a rating indication consistent with a
                  certain rating for the financing facility provided under this
                  Agreement and (ii) with respect to S&P, a rating of the timely
                  payment of Yield, subject to the Available Funds Cap, and the
                  ultimate repayment of the aggregate Capital Investment on or
                  prior to the Rated Final Maturity Date.

                  1.17 The RPA is hereby amended by deleting each reference to
         "Shadow Rating" and inserting in its place a reference to "Rating."

                  1.18 The definition of "Spread Percentage" in Section 1.01 of
         the RPA is hereby deleted and the following is inserted in its place:

                                    "Spread Percentage" means, with respect to
                  any Collection Period, the percentage equivalent of a fraction
                  (a) the numerator of which shall be the product of (x) Excess
                  Collections for such Collection Period and (y) a fraction, the
                  numerator of which shall be the number of days in the year in
                  which such Collection Period shall occur and the denominator
                  of which shall be the number of days in such Collection
                  Period, and (b) the denominator of which shall be the average
                  Aggregate Outstanding Balance of the Pool Receivables during
                  such Collection Period.

                  1.19 The definition of "Yield" in Section 1.01 of the RPA is
         hereby amended by adding at the end thereof the following:

                  The payment of Yield on any Distribution Date, but not the
                  amount of Yield ultimately required to be paid hereunder, may
                  be limited pursuant to the provisions of Section 5.02 hereof
                  related to the Available Funds Cap.

                  1.20 The third sentence of Section 2.04 of the RPA is hereby
         amended by inserting at the beginning of clause (i) thereof: "with the
         consent of the Investor and the Banks,".

                  1.21 Section 2.05 of the RPA is hereby amended by inserting
         at the beginning thereof: "On any Business Day on which the
         Outstanding Balance of

<PAGE>

         the Pool Receivables is less than or equal to 10% of the greatest
         Outstanding Balance of the Pool Receivables at any time during the term
         of this Agreement,".

                  1.22 Section 5.02(b) of the RPA is hereby deleted and the
         following is inserted in its place:

                           (b) On each Distribution Date prior to the Facility
                  Termination Date (other than on a Distribution Date next
                  following the occurrence of a Take-Out), the Agent shall
                  distribute amounts on deposit in the Collection Account as
                  follows:

                                    FIRST, to the Servicer and Sub-Servicer in
                  respect of Servicing Fees and Sub-Servicing Fees due for the
                  immediately-preceding Collection Period, to be paid, pro rata,
                  based upon the respective amounts of such Servicing Fees and
                  Sub-Servicing Fees due to the Servicer and Sub-Servicer,
                  respectively;

                                    SECOND, pro rata, to (i) the Custodian, in
                  payment of any Custodial Fees due for the
                  immediately-preceding Collection Period and (ii) the
                  Collection Account Bank in payment of any fees or expenses due
                  under the Control Agreement for the immediately-preceding
                  Collection Period;

                                    THIRD, to the Agent's Account, an amount
                  equal to the lesser of (x) without duplication, any Available
                  Funds Cap Carryforward Amount with respect to any previous
                  Distribution Date not previously paid to the Agent's Account
                  (plus interest thereon at a rate equal to the rate of interest
                  used to determine the Yield payable on such Distribution Date)
                  and any accrued and unpaid Yield and Fees in respect of all
                  preceding Fixed Periods (including any Fixed Period ending on
                  such Distribution Date) owing to the Agent, the Banks and the
                  Investors and (y) the Available Funds Cap with respect to such
                  Distribution Date;

                                    FOURTH, to the Agent's Account, an amount
                  equal to any accrued and unpaid Other Amounts, owing to the
                  Agent, the Banks and the Investors;

                                    FIFTH, to GSS, in respect of any Management
                  Fees due for the immediately-preceding Collection Period;

                                    SIXTH, to the Agent's Account, in an amount
                  equal to any Capital Deficiency;

                                    SEVENTH, to the Reserve Account, until the
                  amount on deposit therein is equal to the Aggregate Required
                  Reserve Account Amount at such time;

<PAGE>

                                    EIGHTH, to the Agent's Account, an amount
                  (for purposes of this Section 5.02(b), the "Available Funds
                  Cap Carryforward Amount") equal to the excess, if any, of the
                  aggregate amounts described in clause (x) of item THIRD above
                  over the amount described in clause (y) of item THIRD above;

                                    NINTH, if the senior unsecured long-term
                  debt rating of the Parent is downgraded below B- by S&P (or if
                  the Parent is put on negative credit watch by S&P at any time
                  that such rating is at B-) or below B3 by Moody's (or if the
                  Parent is put on negative credit watch by Moody's at any time
                  that such rating is at B3)(or if such rating is withdrawn or
                  cancelled by S&P or Moody's), to the Agent's Account in
                  payment of the Capital Investment until such time as the
                  Deemed Credit Enhancement Amount shall have been paid in full;

                                    TENTH, to any Successor Servicer, in payment
                  of any unpaid transition costs approved by the Agent pursuant
                  to Section 13.03; and

                                    ELEVENTH, any remaining amounts, to the
                  Excess Collections Account; provided, however, that, prior to
                  the Facility Termination Date, if HomePride has repurchased,
                  on or before the immediately-preceding Determination Date, all
                  Delinquent Receivables as of the end of the
                  immediately-preceding Collection Period in accordance with
                  Section 2.04(c) of the Purchase and Contribution Agreement,
                  then if no Termination Event or Incipient Termination Event
                  shall have occurred, all such remaining amounts, plus all
                  other amounts on deposit in the Excess Collections Account,
                  shall be remitted to the Seller for its own account.

                  1.23 Section 5.02(c) of the RPA is hereby amended by deleting
         clause THIRD thereof and inserting in its place the following:

                                    THIRD, to the Agent's Account, an amount
                  equal to, without duplication, any Available Funds Cap
                  Carryforward Amount with respect to any previous Distribution
                  Date not previously paid to the Agent's Account (plus interest
                  thereon at a rate equal to the rate of interest used to
                  determine the Yield payable on such Distribution Date) and any
                  accrued and unpaid Yield and Fees in respect of all preceding
                  Fixed Periods (including any Fixed Period ending on such
                  Distribution Date) and all Other Amounts owing to the Agent,
                  the Banks and the Investors

                  1.24 Section 5.02(d) of the RPA is hereby deleted and the
         following is inserted in its place:


<PAGE>

                           (d) On each Distribution Date which immediately
         follows the occurrence of a Take-Out and is prior to the Facility
         Termination Date, the Agent shall distribute all amounts on deposit in
         the Collection Account, including, without limitation, Take-Out
         Proceeds, whether such amounts are paid by the Seller, either Servicer
         Party, the Agent or a third-party purchaser, as follows:

                                    FIRST, to the Servicer and Sub-Servicer in
                  respect of Servicing Fees and Sub-Servicing Fees due for the
                  immediately-preceding Collection Period, to be paid, pro rata,
                  based upon the respective amounts of such Servicing Fees and
                  Sub-Servicing Fees due to the Servicer and Sub-Servicer,
                  respectively;

                                    SECOND, pro rata, to (i) the Custodian, in
                  payment of any Custodial Fees due for the
                  immediately-preceding Collection Period and (ii) the
                  Collection Account Bank in payment of any fees or expenses due
                  under the Control Agreement for the immediately-preceding
                  Collection Period;

                                    THIRD, to the Agent's Account, an amount
                  equal to the lesser of (x) without duplication, any Available
                  Funds Cap Carryforward Amount with respect to any previous
                  Distribution Date not previously paid to the Agent's Account
                  (plus interest thereon at a rate equal to the rate of interest
                  used to determine the Yield payable on such Distribution Date)
                  and any accrued and unpaid Yield and Fees in respect of all
                  preceding Fixed Periods (including any Fixed Period ending on
                  such Distribution Date) owing to the Agent, the Banks and the
                  Investors and (y) the Available Funds Cap with respect to such
                  Distribution Date;

                                    FOURTH, to the Agent's Account, an amount
                  equal to any accrued and unpaid Other Amounts, owing to the
                  Agent, the Banks and the Investors;

                                    FIFTH, to GSS, in respect of any Management
                  Fees due for the immediately-preceding Collection Period;

                                    SIXTH, to the Agent's Account, in an amount
                  equal to any Capital Deficiency;

                                    SEVENTH, to the Reserve Account, until the
                  amount on deposit therein is equal to the Aggregate Required
                  Reserve Account Amount at such time;

                                    EIGHTH, to the Agent's Account, an amount
                  (for purposes of this Section 5.02(d), the "Available Funds
                  Cap Carryforward Amount") equal to the excess, if any, of the
                  aggregate amounts described

<PAGE>

                  in clause (x) of item THIRD above over the amount described in
                  clause (y) of item THIRD above;

                                    NINTH, if the senior unsecured long-term
                  debt rating of the Parent is downgraded below B- by S&P (or if
                  the Parent is put on negative credit watch by S&P at any time
                  that such rating is at B-) or below B3 by Moody's (or if the
                  Parent is put on negative credit watch by Moody's at any time
                  that such rating is at B3)(or if such rating is withdrawn or
                  cancelled by S&P or Moody's), to the Agent's Account in
                  payment of the Capital Investment until such time as the
                  Deemed Credit Enhancement Amount shall have been paid in full;

                                    TENTH, to any Successor Servicer, in payment
                  of any unpaid transition costs approved by the Agent pursuant
                  to Section 13.03; and

                                    ELEVENTH, any remaining amounts, to the
                  Excess Collections Account; provided, however, that, prior to
                  the Facility Termination Date, if HomePride has repurchased,
                  on or before the immediately-preceding Determination Date, all
                  Delinquent Receivables as of the end of the
                  immediately-preceding Collection Period in accordance with
                  Section 2.04(c) of the Purchase and Contribution Agreement,
                  then if no Termination Event or Incipient Termination Event
                  shall have occurred, all such remaining amounts, plus all
                  other amounts on deposit in the Excess Collections Account,
                  shall be remitted to the Seller for its own account.

                  1.25 Section 5.02(e) of the RPA is hereby amended by adding to
         the end thereof the following:

                  If the purchase price of any Interest Rate Hedge purchased by
                  the Agent shall exceed the amounts in the Reserve Account and
                  the Excess Collections Account which are available to be
                  applied to such purchase price, such excess shall be treated
                  as an Other Amount and be repaid to the Agent in accordance
                  with the provisions of Section 5.02.

                           Without limiting any other provision hereof, the
                  Seller shall purchase an Interest Rate Hedge immediately upon
                  the Agent's request that such Interest Rate Hedge be purchased
                  (whether or not there exists sufficient funds in the Reserve
                  Account to purchase such Interest Rate Hedge). In connection
                  with any such purchase of an Interest Rate Hedge, the Agent
                  may, in its sole discretion, direct the Collection Account
                  Bank in writing, and the Collection Account Bank shall, upon
                  such direction, withdraw such amounts on deposit in the
                  Reserve Account (and if the Reserve Account is depleted, then
                  the Excess Collections Account) as the Agent shall designate
                  (in its sole discretion) for payment, in whole or in

<PAGE>

                  part, of (or to reimburse the Seller for) the purchase price
                  of such Interest Rate Hedge.

                  1.26 The third line of Section 9.11 of the RPA is hereby
         amended by inserting immediately following the parenthetical therein
         the phrase "and each Rating Agency."

                  1.27  Section 9.12(a) of the RPA is hereby deleted and the
         following is inserted in its place:

                           (a)  The Seller shall at all times maintain at least
                  two independent directors (each, an "Independent Director")
                  each of whom (i) is in fact independent, (ii) does not have
                  any direct financial interest or any material indirect
                  financial interest in the Seller or HomePride, or in any
                  Affiliate of the Seller or HomePride, (iii) is not, and has
                  not been, connected with the Seller or HomePride or any
                  Affiliate of the Seller or HomePride as an officer, employee,
                  promoter, underwriter, trustee, partner or person performing
                  similar functions and is not a member of the immediate family
                  of any such officer or employee and (iv) is not, and has not
                  been, a director (other than as an independent director for an
                  Affiliate which is a limited special purpose corporation) or
                  stockholder of any Affiliate of the Seller or HomePride and is
                  not a member of the immediate family of any such director or
                  stockholder.

                  1.28 Section 9.12(j) of the RPA is hereby deleted and the
         following is inserted in its place:

                           (j) The Seller shall ensure that all material
                  transactions between the Seller and any of its Affiliates
                  shall be only on an arm's-length basis and shall receive the
                  approval of its board of directors, including at least both
                  Independent Directors.

                  1.29 Section 9.21 of the RPA is hereby deleted and the
         following is inserted in its place:

                           SECTION 9.21 Minimum Rating. Each of the Seller and
                  the Servicer shall take such actions as are reasonably
                  requested by the Agent and as otherwise are necessary to
                  obtain and thereafter maintain from (i) Moody's a rating
                  indication consistent with an "A2" for the financing facility
                  provided hereunder and (ii) S&P, a rating of the timely
                  payment of Yield, subject to the Available Funds Cap, and the
                  ultimate repayment of the aggregate Capital Investment on or
                  prior to the Rated Final Maturity Date of at least "A"
                  (collectively, the "Minimum Rating") on or prior to August 9,
                  2002 (including, without limitation, modifying the calculation
                  of Advance Rate and Excess Concentration Amount and agreeing
                  to other amendments to this Agreement and the other
                  Transaction Documents (including, without limitation,
                  amendments of provisions with respect to

<PAGE>

                  Eligible Receivables criteria) to the extent necessary to
                  obtain and thereafter maintain such a Minimum Rating).

                  Moody's and S&P intend to monitor the aforementioned ratings
                  on an ongoing basis subject to the conditions agreed to by
                  Moody's and S&P, respectively.

                  1.30 The first sentence of Section 11.04(c) of the RPA is
         hereby deleted and the following is inserted in its place:

                  Upon acquisition of an Acquired Property by the Seller, the
                  Servicer shall prepare an Acquired Property Mortgage and file
                  it for recordation in the appropriate office of the
                  jurisdiction in which such Acquired Property is located. Such
                  Acquired Property Mortgage shall be in a form appropriate in
                  such jurisdiction. The Servicer shall furnish such Acquired
                  Property Mortgage (together with evidence of such filing) to
                  the Custodian within twenty Business Days of acquiring a deed
                  in respect of such Acquired Property. The Servicer shall
                  furnish each recorded Acquired Property Mortgage (together
                  with evidence of recordation) to the Custodian promptly upon
                  receipt thereof.

                  1.31 The first line of Section 11.09(a) of the RPA is hereby
         amended by deleting the phrase "Each Servicer Party shall deliver to
         the Seller and the Agent" therein and inserting in its place the phrase
         "Each Servicer Party shall deliver to the Seller, the Agent and each
         Rating Agency."

                  1.32 The first line of Section 11.09(b) of the RPA is hereby
         amended by deleting the phrase "Each Servicer Party shall deliver to
         the Seller and the Agent" therein and inserting in its place the phrase
         "Each Servicer Party shall deliver to the Seller, the Agent and each
         Rating Agency."

                  1.33 The fourth line of Section 11.10(a) of the RPA is hereby
         amended by deleting the phrase "deliver to the Seller and the Agent"
         therein and inserting in its place the phrase "deliver to the Seller,
         the Agent and each Rating Agency."

                  1.34 Section 11.14(e) of the RPA is hereby amended by adding
         at the end thereof the following:

                  The Servicer shall promptly deposit into the Collection
                  Account, the Reserve Account, any Lock-Box Account or the
                  Excess Collections Account, as applicable, an amount of funds
                  equal to any losses incurred as a result of the liquidation of
                  any investment of funds in such account prior to its stated
                  maturity.

                  1.35 Section 12.05 of the RPA is hereby amended by adding at
         the end thereof the following:



<PAGE>

                  The Seller shall promptly deliver to each Rating Agency notice
                  of the replacement of any Servicer Party hereunder.

                  1.36 Section 14.01 of the RPA is hereby amended by deleting
         the period at the end of clause (p) thereof and by adding immediately
         after clause (p) thereof the following:

                  or

                           (q) (i) Moody's reduces its Rating to "A3" or "Baa1"
                  and does not increase its Rating back to at least "A2" within
                  30 days of such event, (ii) Moody's reduces its Rating below
                  "Baa1" or (iii) Moody's suspends or withdraws it Rating; or

                           (r) (i) S&P reduces its Rating to "A-" or "BBB+" and
                  does not increase its Rating back to at least "A" within 30
                  days of such event, (ii) S&P reduces its Rating below "BBB+"
                  or (iii) S&P suspends or withdraws it Rating.

                  1.37 Section 14.03 of the RPA is hereby amended by deleting
         the word "and" at the end of clause (t) thereof and adding immediately
         after clause (u) thereof the following:

                  or

                           (v) any Available Funds Cap Carryforward Amount is
                  not paid in full on any Distribution Date and such failure to
                  pay shall remain unremedied for one (1) Business Day.

                  1.38 Section 17.02 of the RPA is hereby amended by adding at
         the end thereof the following:

                  No Material Amendment to this Agreement shall become effective
                  unless (i) the Agent shall have received prior written
                  confirmation from S&P that its Rating will not be withdrawn or
                  downgraded as a result of such Material Amendment and (ii) the
                  Agent shall have provided ten Business Day's prior notice of
                  such Material Amendment to Moody's and the Agent shall not
                  have been advised by Moody's that its Rating will be
                  withdrawn or downgraded as a result of such Material
                  Amendment.

                           Notwithstanding any other term hereof, none of the
                  Agent, the Investor or the Banks shall waive any provision of
                  the defined term Eligible Receivable or any representation or
                  warranty hereunder, in each case, to the extent that it
                  relates to the Pool Receivables being free and clear of any
                  lien or other right that may impair the interests of the
                  Investors or the Banks under this Agreement or the Agent's
                  security interest or other interests in Pool Receivables or
                  related collateral.

<PAGE>

                  1.39 Section 17.06 of the RPA is hereby deleted and the
         following is inserted in its place:

                           SECTION 17.06 No Proceedings. (a) Each of the Seller,
                  each Servicer Party, the Agent, each Investor, each Bank, each
                  assignee of a Receivable Interest or any interest therein and
                  each entity which enters into a commitment to purchase
                  Receivable Interests or interests therein hereby agrees that
                  it will not institute against the Conduit any proceeding of
                  the type referred to in clause (a) of the definition of Event
                  of Bankruptcy so long as any commercial paper or other senior
                  indebtedness issued by Conduit shall be outstanding or there
                  shall not have elapsed one year plus one day since the last
                  day on which any such commercial paper or other senior
                  indebtedness shall have been outstanding.

                           (b) Each of the Seller, each Servicer Party, the
                  Agent, each Investor, each Bank, each assignee of a Receivable
                  Interest or any interest therein and each entity which enters
                  into a commitment to purchase Receivable Interests or
                  interests therein hereby agrees that it will not institute
                  against the Seller or HomePride SPV any proceeding of the type
                  referred to in clause (a) of the definition of Event of
                  Bankruptcy so long as the Seller or the Servicer owe any
                  amounts hereunder or there shall not have elapsed one year
                  plus one day since the last day on which any such amounts were
                  owed.

         SECTION 2. Conditions to Effectiveness. The amendments contained in
this Amendment shall not become effective until the Agent shall have received an
executed counterpart of this Amendment duly executed by each party thereto.

         SECTION 3. Representations and Warranties. Each of the Seller and the
Servicer reaffirms and restates the representations and warranties set forth in
the RPA and any agreement, document or instrument related thereto, and certifies
that such representations and warranties are true and correct on the date hereof
with the same force and effect as if made on such date, except as they may
specifically refer to an earlier date, in which case they were true and correct
as of such date. In addition, the Seller and the Servicer each represents and
warrants (which representations and warranties shall survive the execution and
delivery hereof) that (a) no Termination Event (nor any event that but for
notice or lapse of time or both would constitute an Termination Event) shall
have occurred and be continuing as of the date hereof nor shall any Termination
Event (nor any event that but for notice or lapse of time or both would
constitute a Termination Event) occur due to this Amendment becoming effective,
(b) the Seller and the Servicer each has the corporate power and authority to
execute and deliver this Amendment and has taken or caused to be taken all
necessary corporate actions to authorize the execution and delivery of this
Amendment, and (c) no consent of any other person (including, without
limitation, shareholders or creditors of the Seller or the Servicer), and no
action of, or filing with any

<PAGE>

governmental or public body or authority is required to authorize, or is
otherwise required in connection with the execution and performance of this
Amendment other than such that have been obtained.

         SECTION 4.   Reference to and Effect on the Documents.

                  4.1 On and after the date on which this Amendment becomes
         effective pursuant to Section 2 of this Amendment, each reference in
         the RPA to "this Agreement" shall refer to the RPA as amended hereby
         and each reference in the RPA to "hereunder", "hereof", "herein", or
         words of like import shall mean and be a reference to the RPA as
         amended hereby. On and after the date on which this Amendment becomes
         effective pursuant to Section 2 of this Amendment, each reference to
         the RPA in any agreement, document or instrument related to the RPA
         shall mean and be a reference to the RPA as amended hereby.

                  4.2 Except as expressly amended above, the RPA shall remain in
         full force and effect and is hereby ratified and confirmed in all
         respects.

                  4.3 The execution and delivery of this Amendment shall not,
         except as expressly provided herein, operate as a waiver of any right,
         power or remedy of the Investor, any Bank or the Agent under the RPA
         nor constitute a waiver of any provision of the RPA.

         SECTION 5. Governing Law. THIS AMENDMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS
OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.


         SECTION 6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

                          [Signature pages to follow.]


<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


         SELLER:                    GSS HOMEPRIDE CORP.


                                    By:    /s/ Michelle Moezzi
                                           ---------------------
                                           Name:  Michelle Moezzi
                                           Title: Vice President


         INVESTOR:                  GREENWICH FUNDING CORP.

                                    By:    Credit Suisse First Boston, New York
                                           Branch, as its Attorney-In-Fact


                                           By:    /s/ Mark Golombeck
                                                  --------------------------
                                                  Name:  Mark Golombeck
                                                  Title: Vice President


                                           By:    /s/ Mark Lengel
                                                  --------------------------
                                                  Name:  Mark Lengel
                                                  Title: Vice President


         BANK:                      CREDIT SUISSE FIRST BOSTON, NEW
                                    YORK BRANCH


                                    By:    /s/ Anthony Giordano
                                           --------------------------
                                           Name:  Anthony Giordano
                                           Title: Director


                                    By:    /s/ Alberto Zonca
                                           --------------------------
                                           Name:  Alberto Zonca
                                           Title: Vice President


         AGENT:                     CREDIT SUISSE FIRST BOSTON,NEW
                                    YORK BRANCH, AS AGENT


<PAGE>

                                    By:    /s/ Anthony Giordano
                                           -----------------------------
                                           Name: Anthony Giordano
                                           Title: Director

                                    By:    /s/ Alberto Zonca
                                           -----------------------------
                                           Name: Alberto Zonca
                                           Title: Vice President

         SERVICER:                  HOMEPRIDE FINANCE CORP., AS SERVICER


                                    By:    /s/ John J. Collins, Jr.
                                           -----------------------------
                                           Name: John J. Collins, Jr.
                                           Title: V.P.



         SUB-SERVICER:              THE CIT GROUP/SALES FINANCING, INC.


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






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>k71821exv99w2.txt
<DESCRIPTION>AMENDMENT NO. 5 DATED AS OF SEPTEMBER 9, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

                               AMENDMENT AGREEMENT
                                      NO. 5

                  AMENDMENT AGREEMENT NO. 5, dated as of September 9, 2002 (this
"Amendment"), to the Receivables Purchase Agreement, dated as of April 18, 2002
(as amended, restated and/or otherwise modified from time to time, the "RPA"),
among HomePride Finance Corp. ("HomePride") and GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.

                  WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;

                  WHEREAS, the parties hereto desire to waive certain provisions
of the RPA on the terms and subject to the provisions hereof;

                  NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:

                  SECTION 1. Amendments to RPA.

                  1.1 Section 1.01 of the RPA is hereby amended by adding the
         following definition in its proper alphabetical order:

                                    "CHBC" means Champion Home Builders Co.

                  1.2 The definition of "Advance Rate" in Section 1.01 of the
         RPA is hereby deleted and the following is inserted in its place:

                                    "Advance Rate" means, as of any date of
                  determination (a) 78% if the following conditions shall be
                  satisfied as of such date of determination: (i) the Aggregate
                  Outstanding Balance of all Eligible Receivables in the
                  Receivables Pool that are secured by New Homes shall be
                  greater than or equal to 80% of the Aggregate Outstanding
                  Balance of all Eligible Receivables in the Receivables Pool,
                  (ii) the Aggregate Outstanding Balance of all Eligible
                  Receivables in the Receivables Pool secured by multi-wide
                  Manufactured Homes shall be greater than or equal to 70% of
                  the Aggregate Outstanding Balance of all Eligible Receivables
                  in the Receivables Pool and (iii) the Aggregate Outstanding
                  Balance

                                        1

<PAGE>



                  of all Eligible Receivables in the Receivables Pool with
                  respect to which the related Manufactured Home is located in a
                  manufactured housing park shall be less than or equal to 40%
                  of the Aggregate Outstanding Balance of all Eligible
                  Receivables in the Receivables Pool and (b) 76.75% if the
                  following conditions shall be satisfied as of such date of
                  determination: (i) the Aggregate Outstanding Balance of all
                  Eligible Receivables in the Receivables Pool that are secured
                  by New Homes shall be greater than or equal to 75% of the
                  Aggregate Outstanding Balance of all Eligible Receivables in
                  the Receivables Pool, (ii) the Aggregate Outstanding Balance
                  of all Eligible Receivables in the Receivables Pool secured by
                  multi-wide Manufactured Homes shall be greater than or equal
                  to 65%, of the Aggregate Outstanding Balance of all Eligible
                  Receivables in the Receivables Pool and (iii) the Aggregate
                  Outstanding Balance of all Eligible Receivables in the
                  Receivables Pool with respect to which the related
                  Manufactured Home is located in a manufactured housing park
                  shall be less than or equal to 50%, of the Aggregate
                  Outstanding Balance of all Eligible Receivables in the
                  Receivables Pool; provided, however, if all of the conditions
                  set forth in the immediately-preceding clauses (a) and (b)
                  shall be satisfied as of such date of determination, then the
                  Advance Rate shall be 78%; provided, further, however, if the
                  Advance Rate shall not be 78% or 76.75% pursuant to the
                  foregoing on such date of determination, then the Advance Rate
                  shall be 76% on such date of determination; provided, further,
                  however, that, at all times after the Ratings have been
                  obtained from the Rating Agencies, the Advance Rate shall,
                  from time to time, be adjusted as necessary to maintain the
                  Ratings so obtained from the Rating Agencies.

                  1.3 Clause NINTH of Section 5.02(b) of the RPA is hereby
         deleted and the following is inserted in its place:

                                    NINTH, if the senior unsecured long-term
                  debt rating of the Parent or CHBC is downgraded below B- by
                  S&P (or if the Parent or CHBC is put on negative credit watch
                  by S&P at any time that such rating is at B-) or below B3 by
                  Moody's (or if the Parent or CHBC is put on negative credit
                  watch by Moody's at any time that such rating is at B3)(or if
                  such rating is withdrawn or cancelled by S&P or Moody's), to
                  the Agent's Account in payment of the Capital Investment until
                  such time as the Deemed Credit Enhancement Amount shall have
                  been paid in full;

                  1.4 Clause NINTH of Section 5.02(d) of the RPA is hereby
         deleted and the following is inserted in its place:

                                    NINTH, if the senior unsecured long-term
                  debt rating of the Parent or CHBC is downgraded below B- by
                  S&P (or if the Parent or CHBC is put on negative credit watch
                  by S&P at any time that such rating is at B-) or below B3 by
                  Moody's (or if the Parent or CHBC is put on negative credit
                  watch by Moody's at


                                        2

<PAGE>



                  any time that such rating is at B3)(or if such rating is
                  withdrawn or cancelled by S&P or Moody's), to the Agent's
                  Account in payment of the Capital Investment until such time
                  as the Deemed Credit Enhancement Amount shall have been paid
                  in full;

                  1.5 Section 11.09(a) of the RPA is hereby amended by (i)
         deleting the phrase "Each Servicer Party shall deliver to the Seller,
         the Agent and each Rating Agency" appearing in the first line thereof
         and inserting in its place the phrase "Each Servicer Party shall
         deliver to the Seller and the Agent" and (ii) adding at the end thereof
         the following sentence:

                  The Seller shall promptly deliver to each Rating Agency each
                  Officer's Certificate that it receives pursuant to this
                  Section 11.09(a).

                  1.6 Section 11.09(b) of the RPA is hereby amended by (i)
         deleting the phrase "Each Servicer Party shall deliver to the Seller,
         the Agent and each Rating Agency" appearing in the first line thereof
         and inserting in its place the phrase "Each Servicer Party shall
         deliver to the Seller and the Agent" and (ii) adding at the end thereof
         the following sentence:

                  The Seller shall promptly deliver to each Rating Agency each
                  Officer's Certificate that it receives pursuant to this
                  Section 11.09(b).

                  1.7 The fourth line of Section 11.10(a) of the RPA is hereby
         amended by (i) deleting the phrase "deliver to the Seller, the Agent
         and each Rating Agency" therein and inserting in its place the phrase
         "deliver to the Seller and the Agent" and (ii) adding at the end
         thereof the following sentence:

                  The Seller shall promptly deliver to each Rating Agency each
                  Accountant's Report that it receives pursuant to this Section
                  11.10(a).

                  1.8 Clause (j) of Section 14.01 of the RPA is hereby deleted
         and the following is inserted in its place:

                           (j) The Parent's or CHBC's long term public senior
                  unsecured debt securities shall (i) be rated less than B- by
                  S&P or B3 by Moody's or (ii) no longer be rated by both S&P
                  and Moody's; or

                  1.9 Section 17.06 of the RPA is hereby deleted and the
         following is inserted in its place:

                           SECTION 17.06 No Proceedings. (a) Each of the Seller,
                  each Servicer Party, the Agent, each Investor, each Bank, each
                  assignee of a Receivable Interest or any interest therein and
                  each entity which enters into a commitment to Receivable
                  Interest or any interest therein and each entity which enters
                  into a commitment to


                                        3

<PAGE>



                  purchase Receivable Interests or interests therein hereby
                  agrees that it will not institute against the Conduit any
                  proceeding of the type referred to in clause (a) of the
                  definition of Event of Bankruptcy so long as any commercial
                  paper or other senior indebtedness issued by Conduit shall be
                  outstanding or there shall not have elapsed one year plus one
                  day since the last day on which any such commercial paper or
                  other senior indebtedness shall have been outstanding.

                           (b) Each of the Seller and each Servicer Party hereby
                  agrees that it will not institute against the Seller or
                  HomePride SPV any proceeding of the type referred to in clause
                  (a) of the definition of Event of Bankruptcy so long as the
                  Seller or the Servicer owe any amounts hereunder or there
                  shall not have elapsed one year plus one day since the last
                  day on which any such amounts were owed.

         SECTION 2. Waivers to Provisions of RPA.

                  2.1 The Agent hereby waives the Event of Default arising under
         Section 14.03(j) of the RPA due to the Adjusted Consolidated Tangible
         Net Worth being less than $305,000,000; provided, that, such waiver
         shall be automatically revoked on the earlier of (i) any day that the
         Adjusted Consolidated Tangible Net Worth shall be less than
         $210,000,000 and (ii) September 30, 2002.

                  2.2 The Agent hereby waives the provisions of clause NINTH of
         Section 5.02(b) and Section 5.02(d) of the RPA solely with respect to
         Moody's having placed its "B3" unsecured long-term debt rating of the
         Parent on negative credit watch during the period beginning August 8,
         2002 and ending September 6, 2002.

         SECTION 3. Conditions to Effectiveness. The amendments and waivers
contained in this Amendment shall become effective as of September 6, 2002 upon
the Agent's receipt of an executed counterpart of this Amendment duly executed
by each party thereto; provided, however, that the amendment set forth in
Section 1.2 hereof shall become effective on the date of the next Purchase
hereunder.

         SECTION 4. Representations and Warranties. Each of the Seller and the
Servicer reaffirms and restates the representations and warranties set forth in
the RPA and any agreement, document or instrument related thereto, and certifies
that such representations and warranties are true and correct on the date hereof
with the same force and effect as if made on such date, except as they may
specifically refer to an earlier date, in which case they were true and correct
as of such date. In addition, the Seller and the Servicer each represents and
warrants (which representations and warranties shall survive the execution and
delivery hereof) that (a) after giving effect to this Amendment, no Termination
Event (nor any event that but for notice or lapse of time or both would
constitute an Termination Event) shall have occurred and be continuing as of the
date hereof nor shall any Termination Event (nor any event that but for
notice or lapse of time or both would constitute a Termination Event) occur due
to this Amendment becoming effective, (b) the Seller and the Servicer each has
the


                                        4

<PAGE>



corporate power and authority to execute and deliver this Amendment and has
taken or caused to be taken all necessary corporate actions to authorize the
execution and delivery of this Amendment, and (c) no consent of any other person
(including, without limitation, shareholders or creditors of the Seller or the
Servicer), and no action of, or filing with any governmental or public body or
authority is required to authorize, or is otherwise required in connection with
the execution and performance of this Amendment other than such that have been
obtained.

         SECTION 5. Reference to and Effect on the Documents.

                  5.1 On and after the date on which this Amendment becomes
         effective pursuant to Section 2 of this Amendment, each reference in
         the RPA to "this Agreement" shall refer to the RPA as amended hereby
         and each reference in the RPA to "hereunder", "hereof", "herein", or
         words of like import shall mean and be a reference to the RPA as
         amended hereby. On and after the date on which this Amendment becomes
         effective pursuant to Section 2 of this Amendment, each reference to
         the RPA in any agreement, document or instrument related to the RPA
         shall mean and be a reference to the RPA as amended hereby.

                  5.2 Except as expressly amended and waived above, the RPA
         shall remain in full force and effect and is hereby ratified and
         confirmed in all respects.

                  5.3 The execution and delivery of this Amendment shall not,
         except as expressly provided herein, operate as a waiver of any right,
         power or remedy of the Investor, any Bank or the Agent under the RPA
         nor constitute a waiver of any provision of the RPA.

         SECTION 6. Governing Law. THIS AMENDMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS
OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.

         SECTION 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

                          [Signature pages to follow.]


                                        5

<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


         SELLER:             GSS HOMEPRIDE CORP.


                             By: /s/ Frank B. Bilotta
                                ---------------------------
                                    Name: Frank B. Bilotta
                                    Title: President


         INVESTOR:           GREENWICH FUNDING CORP.

                             By:    Credit Suisse First Boston, New York Branch,
                                    as its Attorney-In-Fact


                                    By: /s/ Mark Lengel
                                       --------------------------
                                           Name: Mark Lengel
                                           Title: Vice President


                                    By: /s/ Joseph Soave
                                       --------------------------
                                           Name: Joseph Soave
                                           Title: Vice President




                                        6

<PAGE>




         BANK:                      CREDIT SUISSE FIRST BOSTON, NEW YORK
                                    BRANCH


                                    By: /s/ Anthony Giordano
                                       --------------------------
                                           Name: Anthony Giordano
                                           Title: Director


                                    By: /s/ Mark Golombeck
                                       --------------------------
                                           Name: Mark Golombeck
                                           Title: Vice President


         AGENT:                     CREDIT SUISSE FIRST BOSTON,
                                    NEW YORK BRANCH, AS AGENT


                                    By: /s/ Anthony Giordano
                                       --------------------------
                                           Name: Anthony Giordano
                                           Title: Director

                                    By: /s/ Mark Golombeck
                                       --------------------------
                                           Name: Mark Golombeck
                                           Title: Vice President



                                        7

<PAGE>



         SERVICER:                  HOMEPRIDE FINANCE CORP., AS SERVICER


                                    By: /s/ John J. Collins, Jr.
                                       --------------------------
                                           Name: John J. Collins, Jr.
                                           Title: V.P.



         SUB-SERVICER:              THE CIT GROUP/SALES FINANCING, INC.


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





                                        8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>k71821exv99w3.txt
<DESCRIPTION>CHAMPION MANAGEMENT REPORT
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.3

FOR IMMEDIATE RELEASE

INVESTOR AND MEDIA CONTACTS:

Anthony S. Cleberg                  Colleen T. Bauman
Chief Financial Officer             Investor Relations
(248) 340-9090                      (248) 340-7731

                           CHAMPION MANAGEMENT REPORT

AUBURN HILLS, MICHIGAN, SEPTEMBER 20, 2002 -- The following Management Report
from Walter R. Young, Chairman, President and CEO of Champion Enterprises, Inc.
(NYSE: CHB), was posted to Champion's website and sent to interested parties
today.

         With this Management Report, I'll update you on the status of our
restructuring actions, ongoing operations and financial position. Also, I'll
discuss various industry issues which have affected our industry forecasts for
this year and next.

Restructuring and Operations Update

         The benefits of our recent restructuring actions are beginning to show.
Improvements are being realized in our ongoing operations and in our financial
position. The costs of these actions are inline with what we had previously
forecasted. An update for each of our segments follows.

Retail- Results through August indicate that, as previously announced, the 117
retail sales locations we currently operate should be at breakeven in the third
quarter. Since the end of June, we've liquidated 350 new homes at our
company-owned stores, or more than $10 million of inventory. As to market
conditions, retail traffic at our sales centers continues to hold up well and
rose about 5% per average store year-over-year in August.

Manufacturing- Excluding costs to close and consolidate manufacturing facilities
in the third quarter, our manufacturing operations continue to be profitable.
The 39 facilities we're operating are poised for improved margins and higher
profits. Independent retailers remain conservative with their inventory levels,
affecting wholesale sales in the short run but losses related to retailer
defaults remain minimal. Retailers that have joined the Champion Home Center
(CHC) distribution network total 627 locations, up from 473 at the beginning of
the year. Growing this program remains a priority.

Finance- At HomePride Finance we continue to be pleased with the volume and
quality of loans originated. In the first two months of third quarter, loans
generated totaled $15 million, bringing originations since inception to $21
million. With the uncertainty surrounding availability of chattel financing,
we're especially glad to have HomePride for home-only loans to consumers who
purchase Champion-built products.


<PAGE>




         Our recent joint venture with National City Mortgage Co. is a positive
step in providing real estate financing for our customers. National City
understands the mortgage process and has the resources and experience to provide
CHC's with a dedicated source of real estate financing. This alliance is a great
opportunity for company stores and independent locations to learn the real
estate loan process and to offer conforming real estate mortgages to their
customers.

Liquidity- In July and August we generated $15 million in cash flow from
operations even after using $2.5 million for closing-related expenses. We ended
August with $94 million in unrestricted cash, which was $9 million more than we
had at the end of the second quarter. This improved cash position is the result
of our efforts to manage our businesses for cash and our restructuring actions.

Industry Update

Deutsche- On Monday Deutsche Financial Services announced that it is liquidating
its manufactured housing floor plan lending portfolio estimated to be about $520
million. They will no longer approve loans after October 31 or fund loans after
November 15. Although the impact of Deutsche exiting the industry is not known,
the exit of Conseco Finance earlier this year has been orderly with more
financing coming from not only the national lenders, but also local and regional
banks. At the time of Conseco's exit, they had about $770 million of floor plan
loans outstanding. Regardless, the industry sure didn't need this additional
challenge!

         As to our independent retailers, they have approximately $86 million of
floor plan loans for Champion-built homes outstanding with Deutsche. These loans
will either need to be transitioned to other lending sources or the homes
liquidated. Of this total, about $66 million is still under our repurchase
obligation. For our company stores we have a $5 million credit line with
Deutsche and less than $2 million utilized.

Conseco- Although no one knows how the issues regarding Conseco will unfold, we
believe that a few things are highly probable. First, Conseco's lending volume
will remain tight with the level of home-only loans they originate continuing to
decrease. We expect that they will wholesale more of their repossessions,
keeping them local and liquidating them quickly. Finally, we believe that their
$25 billion loan portfolio will continue to be serviced on an orderly basis.

Industry Forecasts- Due to uncertainty regarding wholesale and consumer
financing, retailers continue to lower new home inventory levels. We estimate
that inventories in the retail distribution channel will be reduced by 25,000
homes this year, or by more than 25% of the December 2001 total. As a result,
we've lowered our 2002 industry wholesale shipment estimate to 170,000 homes
from 180,000 previously. Our revised industry forecasts are as follows:

<TABLE>
<CAPTION>
                                     2001           2002               2003
         (Homes, in 000's)          Actual           Est.              Est.
                                    ------           ----              ----
<S>                                <C>            <C>               <C>
         Repossessions                 90             90    -           80 -11%
         New retail                   212            195  -8%          205  +5%
           Total demand               302            285  -6%          285    -
         Inventories                   97             72 -26%           62  -14%
         Shipments/production         193            170 -12%          195  +15%
</TABLE>



<PAGE>




         To end on a positive note, we are pleased that one of the rating
agencies recently acknowledged our restructuring actions and confirmed our
ratings as previously assigned although they changed the outlook to negative.

         We look forward to talking with you on October 16, 2002 when we release
our third quarter results.

                                      Walt

         Champion Enterprises, Inc., headquartered in Auburn Hills, Michigan, is
the industry's leading manufacturer and has produced nearly 1.6 million homes
since the company was founded. The company operates 39 homebuilding facilities
and 117 retail locations. Independent retailers, including 627 Champion Home
Center locations, and approximately 400 builders and developers also sell
Champion-built homes. In addition, the company provides financing for retail
buyers of its homes. Further information can be found at the company's website,
www.championhomes.net.

         This Management Report contains certain statements, including
statements regarding industry forecasts and assessments, expected restructuring
charges, cost improvements, profitability, and cash flow, and the effect on our
industry due to the business decisions by Deutsche and Conseco, which could be
construed to be forward looking statements within the meaning of the Securities
and Exchange Act of 1934. These statements reflect the company's views with
respect to future plans, events and financial performance. The company does not
undertake any obligation to update the information contained herein, which
speaks only as of the date of this Management Report. The company has identified
certain risk factors which could cause actual results and plans to differ
substantially from those included in the forward looking statements. These
factors are discussed in the company's most recently filed Form 10-K and other
SEC filings, and those discussions regarding risk factors are incorporated
herein by reference.



</TEXT>
</DOCUMENT>
</SUBMISSION>
