ASSET PURCHASE AGREEMENT BY AND AMONG CHAMPION ENTERPRISES HOLDINGS, LLC and NEW CHAMPION HOMES, INC. as Purchasers AND CHAMPION ENTERPRISES, INC. and CERTAIN SUBSIDIARIES OF CHAMPION ENTERPRISES, INC. as Sellers Dated as of February 5, 2010Assignment and Assumption Agreement • February 10th, 2010 • Champion Enterprises Inc • Mobile homes • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 5, 2010 (the “Execution Date”), by and among Champion Enterprises, Inc., a Michigan corporation (“Champion”) and the direct or indirect subsidiaries of Champion set forth on the signature pages hereto and also on Schedule 1 (collectively with Champion, “Sellers” and each, a “Seller”), and Champion Enterprises Holdings, LLC, a Delaware limited liability company (the “New Holdco”) and New Champion Homes, Inc., a Delaware corporation (the “Asset Purchaser’ and together with the New Holdco, the “Purchaser”). Certain capitalized terms used herein are defined in Article X.
