8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 9, 2003

OAKWOOD HOMES CORPORATION

(Exact name of registrant as specified in charter)

North Carolina	1-7444	56-0985879
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	Identification Number)

7800 McCloud Road, Greensboro, North Carolina	27409-9634
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (336) 664-2400

Item 5. Other Events.

     On September 9, 2003, Oakwood Homes Corporation (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed with the U.S. Bankruptcy Court (the “Bankruptcy Court”) in Delaware an amended Plan of Reorganization (the “Plan”) and related Disclosure Statement. A hearing has been scheduled on September 26, 2003 at which the Company intends to ask the Bankruptcy Court to approve the Disclosure Statement and to allow the Company to solicit its creditors and seek confirmation of the Plan. The Plan contemplates that the Company’s unsecured creditors converting their claims into all of the outstanding common stock of the Company and its current shareholders receiving out-of-the-money warrants in exchange for their common stock. In connection with this reorganization, the Company expects to enter into new financing arrangements to replace its debtor-in-possession and other existing credit facilities.

     Bankruptcy law does not permit solicitation of acceptances of a plan of reorganization until the Bankruptcy Court approves the disclosure statement relating to the plan of reorganization as providing adequate information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor’s books and records, that would enable a hypothetical reasonable investor typical of the holder of claims or interests of the relevant class to make an informed judgment about the plan of reorganization. Accordingly, the filing of this Form 8-K is not intended to be, nor should it be construed as, a solicitation for a vote on the Plan. The Debtors will emerge from Chapter 11 if and when a plan of reorganization receives the requisite creditor approvals and is confirmed by the Bankruptcy Court.

     The Plan and Disclosure Statement contain forward-looking statements within the meaning of Section 27A of Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements reflect the current views of the Debtors with respect to future events and are subject to a number of risks, including, among others, the following: the Debtors’ expectations or beliefs concerning future events that involve risks and uncertainties, including the ability of the Debtors to satisfy the conditions and requirements of their credit facilities, the effects of the Chapter 11 cases on the operation of the Debtors, the Debtors’ ability to obtain court approval with respect to motions in the Chapter 11 cases prosecuted by them from time to time, the ability of the Debtors to prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases, and competitive industry conditions could further adversely affect sales and profitability; the Debtors may be unable to access sufficient capital to fund their operations; the Debtors may not be able to securitize their loans or otherwise obtain capital to finance their retail sales and financing activities; they may recognize special charges or experience increased costs in connection with their securitization or other financing activities; the Debtors may recognize significant expenses or charges associated with the reorganization; the Debtors may recognize special charges or experience increased costs in connection with restructuring activities; the Debtors may not realize anticipated benefits associated with their restructuring activities (including the closing of underperforming sales centers); adverse changes in governmental regulations applicable to their business could negatively impact the Debtors; they could suffer losses resulting from litigation (including shareholder class actions or other class action suits); the Debtors could

experience increased credit losses or higher delinquency rates on loans originated; negative changes in general economic conditions in markets could adversely impact the Debtors; the Debtors could experience lower recovery rates than anticipated on the sale of repossessions; the Debtors could lose the services of key management personnel; and any other factors that generally affect companies in bankruptcy proceedings or in these lines of business could also adversely impact the Debtors.

     In addition, the views of the Debtors are subject to certain risks related to Chapter 11 bankruptcy proceedings, including the following: the Debtors may not be able to continue as a going concern; the Debtors’ financing arrangements may be terminated or otherwise may not be available for borrowing; the Debtors may not be able to securitize the loans that they originate or otherwise finance their loan origination activities; the Debtors may not be able to obtain the Court’s approval with respect to motions in the Chapter 11 proceeding prosecuted by them from time to time; the Debtors may not be able to develop, prosecute, confirm and consummate one of more plans of reorganization with respect to the Chapter 11 cases; third parties may seek and obtain court approval to terminate or shorten the exclusivity period that the Debtors have to propose and confirm one of more plans of reorganization for the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the Debtors may not be able to obtain and maintain normal terms with vendors and service providers; the Debtors may not be able to maintain contracts that are critical to its operations and the Chapter 11 cases may have an adverse impact on the Debtors’ liquidity or results of operations.

     Should the Debtors’ underlying assumptions prove incorrect or should one or more of the risks and uncertainties materialize, actual events or results may vary materially and adversely from those described herein as anticipated, expected, believed or estimated.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements. Not applicable.

     (b)  Pro Forma Financial Information. Not applicable.

     (c)  Exhibits. The following exhibits are filed herewith:

99.1	Revised First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession Under Chapter 11 of the Bankruptcy Code dated September 9, 2003
99.2	[Proposed] Disclosure Statement for Revised First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession Under Chapter 11 of the Bankruptcy Code dated September 9, 2003
99.3	Press Release dated September 9, 2003

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.

		OAKWOOD HOMES CORPORATION
Date: September 12, 2003	By:	/s/ Suzanne H. Wood
		Name: Suzanne H. Wood
		Title: Executive Vice President and Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
September 9, 2003	1-7444

OAKWOOD HOMES CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Revised First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession Under Chapter 11 of the Bankruptcy Code dated September 9, 2003
99.2	[Proposed] Disclosure Statement for Revised First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession Under Chapter 11 of the Bankruptcy Code dated September 9, 2003
99.3	Press Release dated September 9, 2003

EX-99.1 3 g84901exv99w1.txt FIRST AMENDED JOINT CONSOLIDATED PLAN OF REORG EXHIBIT 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: ) Chapter 11 ) OAKWOOD HOMES CORPORATION, ) Case No. 02-13396 (PJW) et al.,(1) ) Debtors. ) Jointly Administered ) REVISED FIRST AMENDED JOINT CONSOLIDATED PLAN OF REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION Dated: September 9, 2003 MORRIS, NICHOLS, ARSHT & TUNNELL Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) Daniel B. Butz (No. 4227) 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 - and - RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. Albert F. Durham Patricia B. Edmondson 1200 Carillon, 227 West Trade Street Charlotte, North Carolina 28202-1675 (704) 334-0891 Co-Counsel for Oakwood Homes Corporation, et al., Debtors and Debtors In Possession - ------------ (1) The Debtors are the following entities: Oakwood Homes Corporation, New Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest Capital, LLC and Preferred Housing Services, LP. - -------------------------------------------------------------------------------- PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE, NOTHING CONTAINED IN THIS PLAN SHOULD BE CONSTRUED AS CONSTITUTING A SOLICITATION OF ACCEPTANCES OF THIS PLAN UNTIL SUCH TIME AS THE DEBTORS' DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT AND DISTRIBUTED, WITH APPROPRIATE BALLOTS, TO ALL HOLDERS OF IMPAIRED CLAIMS AGAINST AND INTERESTS IN THE DEBTORS ENTITLED TO VOTE ON THE PLAN. THE DEBTORS RESERVE THE RIGHT TO FILE AMENDMENTS AND/OR MODIFICATIONS TO THE PLAN AND DISCLOSURE STATEMENT FROM TIME TO TIME UNTIL A DISCLOSURE STATEMENT AND PLAN PROPOSED BY THE DEBTORS IS APPROVED BY THE BANKRUPTCY COURT. REFERENCE IS MADE TO SUCH DISCLOSURE STATEMENT FOR A DISCUSSION OF VOTING INSTRUCTIONS, RECOVERY INFORMATION, CLASSIFICATION, THE DEBTORS' HISTORY, BUSINESSES, PROPERTIES, RESULTS OF OPERATIONS AND A SUMMARY AND ANALYSIS OF THIS PLAN. ALL HOLDERS OF CLAIMS AND INTEREST HOLDERS ARE HEREBY ADVISED AND ENCOURAGED TO READ THE DISCLOSURE STATEMENT AND THIS PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN. THIS PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE NONBANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES WHETHER DEBT OR EQUITY OF THE DEBTORS SHOULD EVALUATE THIS PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS PREPARED. AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTUAL, THREATENED OR POTENTIAL ACTIONS, THIS PLAN AND THE DISCLOSURE STATEMENT SHALL NOT BE DEEMED OR CONSTRUED AS AN ADMISSION, STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. - -------------------------------------------------------------------------------- TABLE OF CONTENTS ARTICLE I. DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW 1.1 DEFINITIONS. 1 (1) 1997 BONDS SECURED CLAIM 1 (2) 1997-A GUARANTEE 1 (3) 1997-B GUARANTEE 1 (4) 1997-C GUARANTEE 1 (5) 1997-D GUARANTEE 2 (6) 1998 BONDS SECURED CLAIM 2 (7) 1998-B GUARANTEE 2 (8) 1998-C GUARANTEE 2 (9) 1998-D GUARANTEE 2 (10) 1999-A GUARANTEE 2 (11) 1999-B GUARANTEE 2 (12) 1999-C LIMITED GUARANTEE 2 (13) 1999-C GUARANTEE 2 (14) 1999-D GUARANTEE 2 (15) 1999-E GUARANTEE 2 (16) 2000-A GUARANTEE 2 (17) 2000-B GUARANTEE 2 (18) 2001-B GUARANTEE 2 (19) 2001-C GUARANTEE 3 (20) 2001-D GUARANTEE. 3 (21) 2001-E GUARANTEE 3 (22) 2002-A GUARANTEE. 3 (23) 2002-B GUARANTEE 3 (24) ADMINISTRATIVE CLAIM BAR DATE ORDER 3 (25) ADMINISTRATIVE CLAIM 3 (26) ADMINISTRATIVE/PRIORITY CLAIMS RESERVE 3 (27) AFFILIATE DEBTOR 3 (28) ALLOWED CLAIM 4 (29) ALLOWED [CLASS DESIGNATION] CLAIM 4 (30) ALLOWED INTEREST 4 (31) AMENDED AND RESTATED BYLAWS 4 (32) AMENDED AND RESTATED CERTIFICATES OF INCORPORATION 4 (33) AUTO SECURED CLAIM 4 (34) AVOIDANCE ACTIONS 4 (35) B-2 REMIC GUARANTEES 5 (36) B-PIECE REMIC CERTIFICATES 5 (37) BALLOT 5 (38) BALLOT DEADLINE 5 (39) BALLOTING AGENT. 5 (40) BANKRUPTCY CODE 5 (41) BANKRUPTCY COURT 5 (42) BANKRUPTCY RULES 5 (43) BAR DATE ORDER 5 (44) BSI 5 (45) BUSINESS DAY 5 (46) CAROLINA SECURED CLAIM 5 (47) CASH 6 (48) CASH EQUIVALENTS 6 (49) CAUSES OF ACTION 6 (50) CHAPTER 11 CASE 6 (i) (51) CLAIM 6 (52) CLAIMS AGENT 6 (53) CLAIMS OBJECTION DEADLINE 6 (54) CLASS 6 (55) CONFIRMATION DATE 6 (56) CONFIRMATION HEARING 7 (57) CONFIRMATION ORDER 7 (58) CONVENIENCE CLAIM 7 (59) CONVENIENCE CLASS ELECTION 7 (60) CONVENIENCE CLASS RESERVE 7 (61) CREDITORS' COMMITTEE 7 (62) DEBTOR-HELD INTEREST 7 (63) DEBTORS 7 (64) DISBURSING AGENT 7 (65) DISCLOSURE STATEMENT 8 (66) DISCLOSURE STATEMENT ORDER 8 (67) DISPUTED AMOUNT 8 (68) DISPUTED CLAIM 8 (69) DISTRIBUTION 8 (70) DISTRIBUTION ADDRESS 8 (71) DISTRIBUTION DATE 8 (72) DISTRIBUTION TRUST AGREEMENT 8 (73) EFFECTIVE DATE 8 (74) EQUITY COMPENSATION 9 (75) ESTATE 9 (76) ESTIMATION ORDER 9 (77) EXECUTORY CONTRACT SCHEDULE 9 (78) EXIT FACILITY 9 (79) EXIT FACILITY LENDER 9 (80) FACE AMOUNT 9 (81) FEE CLAIM 9 (82) FEE CLAIMS RESERVE 10 (83) FEE ORDER 10 (84) FINAL DIP AGREEMENT 10 (85) FINAL DIP ORDER 10 (86) FINAL ORDER 10 (87) FIRST AMERICAN SECURED CLAIM 10 (88) FOOTHILL COLLECTIVELY 10 (89) FOOTHILL SECURED CLAIM 10 (90) GENERAL DISTRIBUTION TRUST 10 (91) GREENWICH COLLECTIVELY 11 (92) HOLDER MEANS A PERSON HOLDING AN INTEREST OR A CLAIM 11 (93) IMPAIRED 11 (94) INITIAL DISTRIBUTION DATE. 11 (95) INSIDER 11 (96) INTERCOMPANY CLAIM 11 (97) INTEREST 11 (98) JPMORGAN 11 (99) JUNIOR INDENTURE 12 (100) JUNIOR INDENTURE TRUSTEE 12 (101) JUNIOR INDENTURE TRUSTEE CHARGING LIEN 12 (102) JUNIOR INDENTURE TRUSTEE PREPETITION FEES AND EXPENSES 12 (103) JUNIOR NOTE CLAIM 12 (104) JUNIOR NOTES 12 (105) LIEN 12 (106) LITIGATION CLAIMS 12 (ii) (107) NET PROCEEDS 12 (108) NEW COMMON STOCK 13 (109) NEW HOLDCO 13 (110) NEW WARRANTS 13 (111) NON-DEBTOR-HELD INTEREST 13 (112) OAC 13 (113) OAKWOOD 13 (114) OLD COMMON STOCK 13 (115) OMI 13 (116) OMI TRUST 1997-A 13 (117) OMI TRUST 1997-B 14 (118) OMI TRUST 1997-C 14 (119) OMI TRUST 1997-D 14 (120) OMI TRUST 1998-B 14 (121) OMI TRUST 1998-C 14 (122) OMI TRUST 1998-D 14 (123) OMI TRUST 1999-A 14 (124) OMI TRUST 1999-B 14 (125) OMI TRUST 1999-C 15 (126) OMI TRUST 1999-D 15 (127) OMI TRUST 1999-E 15 (128) OMI TRUST 2000-A 15 (129) OMI TRUST 2000-B 15 (130) OMI TRUST 2001-B 15 (131) OMI TRUST 2001-C 15 (132) OMI TRUST 2001-D 15 (133) OMI TRUST 2001-E 16 (134) OMI TRUST 2002-A 16 (135) OMI TRUST 2002-B 16 (136) OTHER SECURED AND SETOFF CLAIMS 16 (137) OTHER UNSECURED CLAIMS 16 (138) PERSON 16 (139) PETITION DATE 16 (140) PLAN 16 (141) PLAN SUPPLEMENT 16 (142) PNC 16 (143) PREPETITION LOAN AGREEMENT 17 (144) PRIORITY NON-TAX CLAIM 17 (145) PRIORITY TAX CLAIM 17 (146) PULASKI BONDS SECURED CLAIM 17 (147) QUARTERLY DISTRIBUTION DATE 17 (148) RATABLE, RATABLY OR RATABLE SHARE 18 (149) RECLAMATION CLAIMS 18 (150) RECORD DATE 18 (151) RELEASED PARTIES 18 (152) REMIC GUARANTEE CLAIMS 18 (153) RESECURITIZATION NOTE 18 (154) RESECURITIZATION NOTE PUT OPTION 18 (155) REMIC TRUSTEES 19 (156) REMIC TRUSTS 19 (157) REORGANIZED DEBTORS 19 (158) REORGANIZED OAKWOOD 19 (159) REORGANIZED OAKWOOD FINANCE 19 (160) REORGANIZED OAKWOOD MANUFACTURING 19 (161) REORGANIZED OAKWOOD RETAIL 19 (162) REORGANIZED OAKWOOD SERVICING 19 (iii) (163) RESECURITIZATION TRUST 19 (164) RESECURITIZATION TRUSTEE 19 (165) SCHEDULE OF ASSETS AND LIABILITIES 19 (166) SCHMITTAUER SECURED CLAIM 20 (167) SECURED CLAIM 20 (168) SECURED TAX CLAIMS 20 (169) SELF-INSURANCE CLAIM 20 (170) SELF-INSURANCE POLICY 20 (171) SENIOR INDENTURE 20 (172) SENIOR INDENTURE TRUSTEE 20 (173) SENIOR INDENTURE TRUSTEE CHARGING LIEN 20 (174) SENIOR INDENTURE TRUSTEE PREPETITION FEES AND EXPENSES 20 (175) SENIOR NOTE CLAIM 21 (176) SENIOR NOTES 21 (177) SOLICITATION PROCEDURES ORDER 21 (178) STATEMENT OF FINANCIAL AFFAIRS 21 (179) SUBSTANTIVE CONSOLIDATION ORDER 21 (180) TARHEEL 21 (181) THOMAS SECURED CLAIM 21 (182) TRANSFER 21 (183) U.S. BANK SECURED CLAIM 21 (184) U.S. GOVERNMENT OBLIGATIONS 21 (185) UNCLAIMED PROPERTY. 22 (186) UNIMPAIRED 22 (187) UNITED STATES TRUSTEE 22 (188) UNSECURED CLAIM 22 (189) X REMIC CERTIFICATES 22 1.2 RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW. 22 (A) RULES OF INTERPRETATION. 22 (B) COMPUTATION OF TIME. 23 (C) GOVERNING LAW. 23 ARTICLE II. METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL PROVISIONS 2.1 GENERAL RULES OF CLASSIFICATION. 23 2.2 HOLDERS OF CLAIMS ENTITLED TO VOTE. 23 2.3 ACCEPTANCE BY IMPAIRED CLASSES. 23 2.4 NON-CONSENSUAL CONFIRMATION. 24 2.5 ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE CLAIMS. 24 2.6 SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS. 24 2.7 SPECIAL PROVISION REGARDING TREATMENT OF NON-DEBTOR-HELD INTERESTS. 24 2.8 ELIMINATION OF VACANT CLASSES. 24 2.9 BAR DATES FOR ADMINISTRATIVE CLAIMS. 24 2.10 BAR DATE FOR FEE CLAIMS. 25 ARTICLE III. UNCLASSIFIED CLAIMS 3.1 ADMINISTRATIVE CLAIMS. 25 3.2 PRIORITY TAX CLAIMS. 26 3.3 FEE CLAIMS. 26 ARTICLE IV. CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS 4.1 SUMMARY. 26 4.2 CLASS 1 (PRIORITY NON-TAX CLAIMS). 28 4.3 CLASS 2A (SECURED TAX CLAIMS). 28 4.4 CLASS 2B (1997 BONDS SECURED CLAIM). 29 4.5 CLASS 2C (1998 BONDS SECURED CLAIM). 29 (iv) 4.6 CLASS 2D (AUTO SECURED CLAIM). 30 4.7 CLASS 2E (CAROLINA SECURED CLAIM). 30 4.8 CLASS 2F (FIRST AMERICAN SECURED CLAIM). 31 4.9 CLASS 2G (FOOTHILL SECURED CLAIM). 31 4.10 CLASS 2H (PULASKI BONDS SECURED CLAIM). 32 4.11 CLASS 2I (SCHMITTAUER SECURED CLAIM). 32 4.12 CLASS 2J (THOMAS SECURED CLAIM). 33 4.13 CLASS 2K (U.S. BANK SECURED CLAIM). 34 4.14 CLASS 2L (OTHER SECURED AND SETOFF CLAIMS). 34 4.15 CLASS 3 (CONVENIENCE CLAIMS). 35 4.16 CLASS 4A (SENIOR NOTE CLAIMS). 35 4.17 CLASS 4B (JUNIOR NOTE CLAIMS). 36 4.18 CLASS 4C (REMIC GUARANTEE CLAIMS). 36 4.19 CLASS 4D (LITIGATION CLAIMS). 37 4.20 CLASS 4E (OTHER UNSECURED CLAIMS). 37 4.21 CLASS 5 (INTERCOMPANY CLAIMS). 38 4.22 CLASS 6A (NON-DEBTOR-HELD INTERESTS). 38 4.23 CLASS 6B (DEBTOR-HELD INTERESTS). 39 ARTICLE V. CONDITIONS PRECEDENT 5.1 CONDITIONS TO CONFIRMATION. 39 5.2 CONDITIONS TO CONSUMMATION. 40 5.3 WAIVER OF CONDITIONS. 40 5.4 EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO CONSUMMATION. 40 ARTICLE VI. IMPLEMENTATION 6.1 VESTING OF ASSETS IN THE REORGANIZED DEBTORS. 41 6.2 RETENTION OF ACTIONS AND DEFENSES BY THE REORGANIZED DEBTORS. 41 6.3 FUNDING OF THE EXIT FACILITY. 41 6.4 CANCELLATION OF SECURITIES AND AGREEMENTS. 41 6.5 AMENDED AND RESTATED CERTIFICATES OF INCORPORATION. 42 6.6 AMENDED AND RESTATED BYLAWS. 42 6.7 NEW SECURITIES. 42 6.8 DIRECTORS. 42 6.9 OFFICERS. 43 6.10 EMPLOYMENT CONTRACTS. 43 6.11 CORPORATE ACTION. 43 6.12 OTHER DOCUMENTS AND ACTIONS. 43 6.13 TREATMENT OF NEW COMMON STOCK AND NEW WARRANTS. 43 6.14 TERMINATION OF THE FINAL DIP AGREEMENT. 43 6.15 FUNDING OF THE PLAN. 44 6.16 SUBSTANTIVE CONSOLIDATION. 44 (A) EFFECT OF SUBSTANTIVE CONSOLIDATION. 44 (B) ORDER GRANTING SUBSTANTIVE CONSOLIDATION. 44 6.17 CREDITORS' COMMITTEE CONTROL OVER PLAN PROVISIONS. 45 6.18 DISSOLUTION OF THE CREDITORS' COMMITTEE. 45 ARTICLE VII. EFFECTS OF PLAN CONFIRMATION 7.1 DISCHARGE. 46 7.2 RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS. 46 7.3 POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS OR INTERESTS. 47 7.4 LIMITED RELEASES BY HOLDERS. 47 7.5 LIMITED RELEASES BY DEBTORS. 47 7.6 TERM OF INJUNCTIONS OR STAYS. 47 7.7 EXCULPATION. 47 7.8 INJUNCTION. 48 (v) 7.9 WAIVER OF CERTAIN CLAIMS. 48 7.10 RELEASE OF LIENS AND PERFECTION OF LIENS. 49 7.11 INSURANCE PRESERVATION. 49 ARTICLE VIII. GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND INTERESTS AND DISTRIBUTIONS UNDER THE PLAN 8.1 DISTRIBUTIONS. 50 8.2 DISTRIBUTIONS TO CLASSES 4A, 4B AND 4C. 50 8.3 TRANSMITTAL OF DISTRIBUTIONS AND NOTICES. 51 8.4 UNCLAIMED DISTRIBUTIONS. 51 8.5 SETOFFS. 51 8.6 WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION. 51 8.7 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST. 52 8.8 DISPUTED IDENTITY OF HOLDER. 52 8.9 TRANSFERS OF CLAIMS. 52 8.10 METHOD OF CASH DISTRIBUTIONS. 52 8.11 DE MINIMIS DISTRIBUTIONS AND FRACTIONAL SHARES. 53 8.12 NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM. 53 8.13 EXEMPTION FROM CERTAIN TRANSFER TAXES. 53 ARTICLE IX. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 9.1 ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 53 9.2 BAR DATE FOR REJECTION DAMAGES. 54 ARTICLE X. DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS 10.1 OBJECTIONS TO CLAIMS. 54 10.2 ESTIMATION OF CLAIMS. 54 10.3 AMENDMENTS TO CLAIMS. 55 10.4 AUTHORITY TO SETTLE DISPUTED CLAIMS. 55 10.5 NO RECOURSE. 55 ARTICLE XI. ADMINISTRATIVE PROVISIONS 11.1 RETENTION OF JURISDICTION. 56 11.2 AMENDMENTS. 58 (A) PRECONFIRMATION AMENDMENT. 58 (B) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT NOT REQUIRING RESOLICITATION. 58 (C) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT REQUIRING RESOLICITATION. 59 11.3 SEVERABILITY OF PLAN PROVISIONS. 59 11.4 SUCCESSORS AND ASSIGNS. 59 11.5 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. 59 11.6 PLAN SUPPLEMENT. 59 11.7 CONFIRMATION ORDER AND PLAN CONTROL. 60 11.8 PAYMENT OF STATUTORY FEES. 60 11.9 WITHDRAWAL OF PLAN. 60 11.10 PAYMENT DATES. 60 11.11 NOTICES. 61 11.12 NO ADMISSIONS. 61 ARTICLE XII. CONFIRMATION REQUEST 62 (vi) INTRODUCTION The Chapter 11 Cases of Oakwood Homes Corporation, Oakwood Mobile Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP, Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared Services, LLC, Preferred Housing Services, LP, and Oakwood MHD4, LLC have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. The Plan contemplates the substantive consolidation of the Debtors' Estates and the revesting of the assets of the consolidated Estate. The Plan is proposed by the Debtors. Reference is made to the Disclosure Statement for a discussion of, among other things, the Debtors' history, businesses, historical financial information and properties, and for a summary of the Plan. All creditors entitled to vote on the Plan should review the Disclosure Statement and the terms of the Plan before voting to accept or reject the Plan. In addition, there are other agreements and documents which have been or will be filed as the Plan Supplement which are referenced in the Plan and/or the Disclosure Statement and will be available for review. No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith and approved by the Bankruptcy Court, have been authorized by the Bankruptcy Court for use in soliciting acceptances or rejections of the Plan. ARTICLE I. DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW 1.1 DEFINITIONS. The capitalized terms set forth below shall have the following meanings: (1) 1997 BONDS SECURED CLAIM means that portion of the Claim of Wells Fargo Bank, N.A. arising under loan agreements with Elkhart County, Indiana for payments equal to the principal and interest on the variable rate demand economic development bonds to the extent that it is a Secured Claim secured by a Letter of Credit in the amount of $896,282.19 issued by Wells Fargo Bank, N.A. for which a Letter of Credit Mortgage from Debtor HBOS Manufacturing, LP on its plant in Elkhart County, Indiana has been granted to secure the reimbursement to Wells Fargo Bank, N.A. under the Letter of Credit. (2) 1997-A GUARANTEE means the Limited Guarantee by Oakwood, dated February 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-A. (3) 1997-B GUARANTEE means the Limited Guarantee by Oakwood, dated May 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-B. (4) 1997-C GUARANTEE means the Limited Guarantee by Oakwood, dated August 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-C. -1- (5) 1997-D GUARANTEE means the Limited Guarantee by Oakwood, dated November 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-D. (6) 1998 BONDS SECURED CLAIM means that portion of the Claim of Wells Fargo Bank, N.A. arising under loan agreements with Kosciusko County, Indiana for payments equal to the principal and interest on the variable rate demand economic development bonds to the extent that it is a Secured Claim secured by a Letter of Credit in the amount of $4,766,356.16 issued by Wells Fargo Bank, N.A. for which a Letter of Credit Mortgage from Debtor HBOS Manufacturing, LP on its plant in Kosciusko County, Indiana has been granted to secure the reimbursement to Wells Fargo Bank, N.A. under the Letter of Credit. (7) 1998-B GUARANTEE means the Limited Guarantee by Oakwood, dated May 1, 1998, of the B-Piece REMIC Certificates issued by OMI Trust 1998-B. (8) 1998-C GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1998-C. (9) 1998-D GUARANTEE means the Limited Guarantee by Oakwood, dated October 1, 1998, of the B-Piece REMIC Certificates issued by OMI Trust 1998-D. (10) 1999-A GUARANTEE means the Limited Guarantee by Oakwood, dated January 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-A. (11) 1999-B GUARANTEE means the Limited Guarantee by Oakwood, dated April 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-B. (12) 1999-C LIMITED GUARANTEE means the Limited Guarantee by Oakwood, dated June 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-C. (13) 1999-C GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-C. (14) 1999-D GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-D. (15) 1999-E GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-E. (16) 2000-A GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2000-A. (17) 2000-B GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2000-B. (18) 2001-B GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-B. -2- (19) 2001-C GUARANTEE means the Guarantee by Oakwood, dated August 10, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-C. (20) 2001-D GUARANTEE means the Guarantee by Oakwood, dated January 10, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2001-D. (21) 2001-E GUARANTEE means the Guarantee by Oakwood, dated November 1, 2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-E. (22) 2002-A GUARANTEE means the Guarantee by Oakwood, dated February 1, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-A. (23) 2002-B GUARANTEE means the Guarantee by Oakwood, dated May 1, 2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-B. (24) ADMINISTRATIVE CLAIM BAR DATE ORDER means the Bankruptcy Court's order which will establish the bar date for the filing of Administrative Claims. (25) ADMINISTRATIVE CLAIM means (a) a Secured Claim entitled to superpriority pursuant to section 364(c) of the Bankruptcy Code and the Final DIP Agreement; (b) an Unsecured Claim, other than a Fee Claim or a Reclamation Claim, for payment of costs or expenses of administration specified in sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation: (i) the actual, necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries or commissions for services rendered); and (ii) all fees and charges assessed against the Estates pursuant to section 1930 of title 28 of the United States Code; or (c) any Allowed Claims based upon a seller's common law right to reclaim goods as used in section 546(c) of the Bankruptcy Code (y) that has been granted priority under section 546(c)(2)(A) of the Bankruptcy Code or (z) which the Debtors elect to treat as though such priority has been granted. Notwithstanding the foregoing, Administrative Claims shall not include any Intercompany Claims. (26) ADMINISTRATIVE/PRIORITY CLAIMS RESERVE means the reserve to be established on the Effective Date by the Disbursing Agent to hold amounts deposited by the Debtors under this Plan to pay Administrative Claims, Priority Non-Tax Claims and Priority Tax Claims when such Claims are payable or when Allowed by the Bankruptcy Court. If the Debtors elect to pay Priority Tax Claims over time, as described in Section 3.2, then such amounts shall not be included in the Administrative/Priority Claims Reserve. (27) AFFILIATE DEBTOR means, individually or collectively, the following debtors and debtors-in-possession under the Bankruptcy Code in Chapter 11 Case Nos. 02-13390 through 02-13395 and 02-13397 through 02-13404, pending in the Bankruptcy Court: Oakwood Mobile Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP, Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared Services, LLC, Preferred Housing Services, LP, and Oakwood MHD4, LLC. -3- (28) ALLOWED CLAIM means a Claim to the extent (a) such Claim is scheduled by a Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a liquidated amount and not listed as contingent, unliquidated, zero, undetermined or disputed; or (b) a proof of such Claim has been timely filed, or deemed timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, the Bankruptcy Rules and/or any applicable Final Orders of the Bankruptcy Court, or late filed with leave of the Bankruptcy Court, and either (i) is not objected to within the period fixed by the Bankruptcy Code, the Bankruptcy Rules and/or applicable orders of the Bankruptcy Court or (ii) has otherwise been allowed by a Final Order. An Allowed Claim: (y) includes a previously Disputed Claim to the extent such Disputed Claim becomes allowed when the context so requires; and (z) shall be net of any valid setoff or recoupment amount based on a valid offset or recoupment right. Unless otherwise expressly provided herein, in the Confirmation Order or in another Final Order of the Bankruptcy Court, the term "Allowed Claim" shall not, for the purposes of computation of Distributions under the Plan include (i) interest or fees accruing from and after the Petition Date, pursuant to section 1123(a)(4) of the Bankruptcy Code, (ii) any non-compensatory penalties, fines, punitive damages, exemplary damages, multiple damages, treble damages or any other claims or obligations that do not compensate for actual losses incurred or (iii) any other amounts not allowable under the Bankruptcy Code or applicable law. (29) ALLOWED [CLASS DESIGNATION] CLAIM means an Allowed Claim in the specified Class. For example, an Allowed Convenience Claim is an Allowed Claim in the Class designated herein as Class 3. (30) ALLOWED INTEREST means the Claim for interest accruing from and after the Petition Date for a particular Allowed Claim. (31) AMENDED AND RESTATED BYLAWS mean the Reorganized Debtors' bylaws which shall be substantially in the forms set forth in the Plan Supplement. (32) AMENDED AND RESTATED CERTIFICATES OF INCORPORATION means the Reorganized Debtors' certificates of incorporation, articles of organization, certificates of formation or similar organizational documents in effect under the laws of the appropriate states, as amended by the Plan, which shall be substantially in the forms set forth in the Plan Supplement. (33) AUTO SECURED CLAIM means that portion of the Claim of Citizens Federal S&L and other lenders arising under eight (8) auto liens to the extent that it is a Secured Claim secured by eight (8) automobiles owned by Debtor Suburban Home Sales, Inc. (34) AVOIDANCE ACTIONS mean any claims, rights, defenses or other causes of action arising under any section of chapter 5 of the Bankruptcy Code, including, without limitation, sections 502, 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code or under similar or related state or federal statues and common law, including state fraudulent transfer laws, whether or not litigation has been commenced as of the Confirmation Date to prosecute such actions. -4- (35) B-2 REMIC GUARANTEES means collectively, the 1997-A Guarantee, the 1997-B Guarantee, the 1997-C Guarantee, the 1997-D Guarantee, the 1998-B Guarantee, the 1998-C Guarantee, the 1998-D Guarantee, the 1999-A Guarantee, the 1999-B Guarantee, the 1999-C Limited Guarantee, the 1999-C Guarantee, the 1999-D Guarantee, the 1999-E Guarantee, the 2000-A Guarantee, the 2000-B Guarantee, the 2001-B Guarantee, the 2001-C Guarantee, the 2001-D Guarantee, the 2001-E Guarantee, the 2002-A Guarantee and the 2002-B Guarantee. (36) B-PIECE REMIC CERTIFICATES means the B-2 certificates issued by the REMIC Trusts. (37) BALLOT means the ballot distributed to each eligible Holder of a Claim or Interest by the Balloting Agent, on which ballot such Holder may, inter alia, vote for or against the Plan. (38) BALLOT DEADLINE means the date and time set by the Bankruptcy Court by which the Balloting Agent must receive all Ballots. (39) BALLOTING AGENT means the entity designated by the Bankruptcy Court to distribute, collect and tabulate Ballots from Holders, or any successor claims agent. Initially, the Balloting Agent is BSI. (40) BANKRUPTCY CODE means title 11 of the United States Code, as now in effect or hereafter amended. (41) BANKRUPTCY COURT means the United States Bankruptcy Court for the District of Delaware, having jurisdiction over the Chapter 11 Cases and, to the extent of any withdrawal of the reference made pursuant to section 157 of title 28 of the United States Code, the United States District Court for the District of Delaware. (42) BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure and the local rules and general orders of the Bankruptcy Court, as now in effect or hereafter amended. (43) BAR DATE ORDER means the Bankruptcy Court's Order Establishing Bar Dates For Filing Proofs Of Claim And Approving Form And Manner Of Notice Thereof (D.I. 370), dated January 7, 2003 which established the bar date for the filing of proofs of claims of Unsecured Claims as March 27, 2003. (44) BSI means Bankruptcy Services LLC. (45) BUSINESS DAY means any day except a Saturday, Sunday, or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a). (46) CAROLINA SECURED CLAIM means that portion of the Claim of Carolina First Bank arising under a note dated December 27, 2001 to the extent that it is a Secured Claim secured by land owed by Debtor Oakwood Mobile Homes, Inc. and located at 3200 Earle E. Morris, Jr. Hwy, Piedmont, South Carolina. -5- (47) CASH means cash and Cash Equivalents, including but not limited to bank deposits, checks, treasury notes and other marketable securities. (48) CASH EQUIVALENTS means equivalents of cash in the form of readily marketable securities or instruments issued by a person other than the Debtors or Reorganized Debtors, including, without limitation, U.S. Government Obligations, commercial paper of domestic corporations carrying a Moody's Rating of "A" or better, or equivalent rating of any other nationally recognized rating service, or interest-bearing certificates of deposit or similar obligations of domestic banks or other financial institutions having a shareholders' equity or equivalent capital of not less than Two Hundred Million U.S. Dollars ($200,000,000), having maturities of no more than one (1) year, at the then best generally available rates of interest for like amounts and like periods. (49) CAUSES OF ACTION mean all claims, rights, defenses, offsets, recoupments, actions in equity or other causes of action, whether arising under the Bankruptcy Code or federal, state, or common law, which constitute property of the Estates within the meaning of section 541 of the Bankruptcy Code, including, without limitation, Avoidance Actions with respect to the Debtors or their Estates. (50) CHAPTER 11 CASE means the chapter 11 case of each Debtor pending before the Bankruptcy Court. (51) CLAIM means a claim against a Debtor, whether or not asserted, known or unknown, as such term is defined in section 101(5) of the Bankruptcy Code. Pursuant to Bankruptcy Rule 3003(c)(4), a proof of claim or interest filed in accordance with Bankruptcy Rule 3003 and any Final Order of the Bankruptcy Court supersedes any scheduling of that claim or interest on the Debtors' respective Schedules of Assets and Liabilities pursuant to section 521(1) of the Bankruptcy Code. (52) CLAIMS AGENT means the entity designated by the Bankruptcy Court to act as the claims agent in the Chapter 11 Cases, or any successor claims agent. The Claims Agent is currently BSI. (53) CLAIMS OBJECTION DEADLINE means the last day for filing objections to Claims and Interests, which day shall be the later of (a) one year after the Effective Date or (b) sixty (60) days after the filing of a proof of claim for, or request for payment of, such Claim or Interest, or such other date as the Bankruptcy Court may order. Notwithstanding any of the foregoing, the Debtors, the Reorganized Debtors or the Disbursing Agent may extend the Claims Objection Deadline as the Debtors or Reorganized Debtors deem necessary and the Bankruptcy Court may allow. (54) CLASS means a group of Claims or Interests described in Articles III and IV of the Plan. (55) CONFIRMATION DATE means the date the Bankruptcy Court enters the Confirmation Order on its docket. -6- (56) CONFIRMATION HEARING means the hearing or hearings pursuant to which the Bankruptcy Court considers the confirmation of this Plan. (57) CONFIRMATION ORDER means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. (58) CONVENIENCE CLAIM means an Allowed Unsecured Claim that, pursuant to section 1122(b) of the Bankruptcy Code, otherwise would be an Allowed Other Unsecured Claim that has a Face Value of: (a) [$5,000.00] or less; or (b) more than [$5,000.00] if the Holder has properly made the Convenience Class Election on a Ballot properly cast by the Ballot Deadline. (59) CONVENIENCE CLASS ELECTION means the election available to a Holder of one or more Allowed Other Unsecured Claims with aggregate Face Amounts in excess of [$5,000.00] to have such Claim treated as a Convenience Claim; provided, however, that the Holder of such Allowed Other Unsecured Claim(s) has agreed to reduce the Face Amount of such Claim(s) for purposes of voting and Distributions under the Plan to a single Claim in an amount equal to or less than [$5,000.00]. The Convenience Class Election must be made at the time of balloting for voting to accept or reject the Plan and clearly indicated on the Holder's Ballot and any such election for treatment as a Convenience Claim shall count as a vote for the Plan; provided, however, that, if any Claim that is otherwise eligible for the Convenience Class Election is a Disputed Claim at the time of balloting, the Convenience Class Election may be made in a Final Order allowing such Claim. Once a Convenience Class Election has been made with respect to a Claim, such election shall be irrevocable except with the written consent of the Debtors or the Reorganized Debtors, as applicable. Whether a Holder of a Claim has properly made a Convenience Class Election shall have no effect on whether such Claim is or may become a Disputed Claim or an Allowed Claim. (60) CONVENIENCE CLASS RESERVE means the reserve established by the Disbursing Agent on the Effective Date to hold amounts deposited by the Debtors under this Plan to pay Allowed Convenience Claims. (61) CREDITORS' COMMITTEE means the Official Committee of Unsecured Creditors in the Chapter 11 Cases, as appointed by the United States Trustee and reconstituted from time to time. (62) DEBTOR-HELD INTEREST means an Interest in Oakwood or an Affiliate Debtor when the Holder is another Debtor. (63) DEBTORS means, individually, Oakwood or any of the Affiliate Debtors and, collectively, all of Oakwood and the Affiliated Debtors. (64) DISBURSING AGENT means the trustee appointed pursuant to the Distribution Trust Agreement, in its capacity to hold and distribute the consideration to be distributed to Holders of Allowed Claims pursuant to the Plan, the Confirmation Order, or other such orders as may be entered by the Bankruptcy Court. -7- (65) DISCLOSURE STATEMENT means the Disclosure Statement that relates to this Plan that was approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as such Disclosure Statement may be amended, modified, or supplemented (and all exhibits and schedules annexed thereto or referred to therein). (66) DISCLOSURE STATEMENT ORDER means the order of the Bankruptcy Court approving the Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code. (67) DISPUTED AMOUNT means an amount equal to the total of that portion (including, when appropriate, the whole) of a Claim that is a Disputed Claim, including that portion of the Face Amount of a Disputed Claim which is not an Allowed Claim. (68) DISPUTED CLAIM means that portion (including, when appropriate, the whole) of a Claim that is not an Allowed Claim. For the purposes of the Plan, a Claim shall be considered a Disputed Claim before the time that an objection has been or may be filed if: (a) the amount or classification of the Claim specified in the relevant proof of Claim exceeds the amount or is different from the classification of any corresponding Claim scheduled by the relevant Debtor in its Schedules of Assets and Liabilities; (b) any corresponding Claim scheduled by the relevant Debtor has been scheduled as disputed, contingent or unliquidated; or (c) no corresponding Claim has been scheduled by the relevant Debtor in its Schedules of Assets and Liabilities. (69) DISTRIBUTION means the distribution in accordance with this Plan of Cash, New Common Stock, New Warrants or other property, as the case may be. (70) DISTRIBUTION ADDRESS means (a) the address indicated on any notice of appearance filed by a Person or his authorized agent prior to the Effective Date, (b) if no notice of appearance has been filed, then the address indicated on a properly filed proof of Claim or, absent such a proof of Claim, the address set forth in the relevant Schedule of Assets and Liabilities for that Person or register maintained for registered securities, or (c) for REMIC Guarantee Claims, the address set forth in Section 8.3 of the Plan. (71) DISTRIBUTION DATE means (i) initially, the Initial Distribution Date, and (ii) subsequently, such other dates as the Disbursing Agent may establish from time to time to make any Distribution. (72) DISTRIBUTION TRUST AGREEMENT means that certain agreement which is to govern the General Distribution Trust, substantially in the form of the [______________] located in the Plan Supplement, and managed by the Disbursing Agent as trustee. (73) EFFECTIVE DATE means: (a) if no stay of the Confirmation Order is in effect, the first Business Day after the date all of the conditions set forth in Section 5.2 hereof have been satisfied or waived as set forth in Section 5.3 hereof, or such later date as may reasonably be agreed to by the Debtors and the Creditors' Committee; or (b) if a stay of the Confirmation Order is in effect, on the first Business Day (or such later date as may reasonably be agreed by the Debtors and the Creditors' Committee) after the later of: (i) the date such stay is vacated; and (ii) -8- the date each condition set forth in Section 5.2 hereof has been satisfied or waived as set forth in Section 5.3 hereof. (74) EQUITY COMPENSATION means the amounts paid or other payment distributed to Holders of Allowed Class 6A Claims by certain Holders of Allowed Secured Claims out of their Distribution. (75) ESTATE means the relevant estate created in each of the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code both individually and collectively, including the consolidated Estates of the Debtors pursuant to the Substantive Consolidation Order. (76) ESTIMATION ORDER means an order of the Bankruptcy Court that is a Final Order, pursuant to 3018 of the Bankruptcy Rules, estimating for voting, distribution or any other proper purposes under the Bankruptcy Code (under section 502(c) of the Bankruptcy Code) the aggregate (and if applicable, individual) Face Amount of Disputed Claims, whether classified or unclassified under this Plan. The defined term Estimation Order includes the Confirmation Order if the Confirmation Order grants the same relief that would have been granted in a separate Estimation Order. (77) EXECUTORY CONTRACT SCHEDULE means the schedule of executory contracts and unexpired leases designated by the Debtors or Disbursing Agent for rejection as of the Effective Date of the Plan, pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code and Section 9.1 of this Plan, which shall be in substantially the form contained in the Plan Supplement. (78) EXIT FACILITY means the financing or financings obtained by the Debtors. The principal terms and conditions of the Exit Facility shall be as otherwise customary for similar financings. (79) EXIT FACILITY LENDER means the lender or lenders providing the Exit Facility. (80) FACE AMOUNT means: (a) with respect to any Claim for which a proof of Claim is filed, an amount equal to: (i) the liquidated amount, if any, set forth therein; or (ii) any other amount set forth in an Estimation Order or order allowing such a Claim; or (b) with respect to any Claim scheduled in the relevant Debtor's Schedules of Assets and Liabilities, but for which no proof of claim is timely filed, the amount of the Claim scheduled as undisputed, noncontingent and liquidated. (81) FEE CLAIM means (a) a Claim of a professional person retained by order of the Bankruptcy Court for compensation and/or reimbursement of expenses pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in connection with the Chapter 11 Cases or (b) a Claim of any professional or other entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to sections 503(b)(3)(F) or 503(b)(4) of the Bankruptcy Code in which the Holder of the Claim files either a timely request or at a time otherwise agreed to by the Debtors, the Reorganized Debtors or the Disbursing Agent. -9- (82) FEE CLAIMS RESERVE means an account to be established on the Effective Date by the Disbursing Agent to hold amounts deposited by the Debtors under this Plan to pay the Fee Claims that may be Allowed by Final Order of the Bankruptcy Court. (83) FEE ORDER means the Bankruptcy Court's Administrative Order, Pursuant To Sections 331 And 105 Of The Bankruptcy Code, Establishing Procedures For Interim Compensation And Reimbursement Of Expenses Of Professionals [D.I. 60] dated December 18, 2002 (D.I. 277), in the Chapter 11 Cases, as may have been amended or supplemented from time to time. (84) FINAL DIP AGREEMENT means the Debtor-In-Possession Financing And Security Agreement, dated as of January 28, 2003, by and among the Debtors and Greenwich, as agent, and all other supporting and related agreements and documents, as amended, whenever finalized and signed, as authorized by the Final DIP Order. (85) FINAL DIP ORDER means the Bankruptcy Court's Final Order Pursuant To 11 U.S.C. ss.ss. 105, 362 And 364, And Bankruptcy Rules 2002, 4001 And 9014 (a) Approving Replacement Debtor-In-Possession Financing With Administrative Expense Superpriority And Secured By Senior Liens, (b) Granting Senior Liens And Superpriority Administrative Expense Status And (c) Granting Other Relief (D.I. 328) dated December 31, 2002. (86) FINAL ORDER means an order or judgment of the Bankruptcy Court, as entered on the docket of the Bankruptcy Court, that has not been reversed, stayed, modified, or amended, and as to which: (a) the time to appeal or seek review has expired and no timely filed appeal or petition for review, rehearing, remand or certiorari is pending; or (b) any appeal taken or petition for certiorari filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought; provided, however, that the possibility that a motion under section 502(j) of the Bankruptcy Code, Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or other rules or law governing procedure in cases before the Bankruptcy Court, may be filed with respect to such order shall not cause such order not to be a Final Order. (87) FIRST AMERICAN SECURED CLAIM means that portion of the Claim of First American Title on behalf of Yuet and Toy Wong arising under a note dated July 8, 1981 to the extent that it is a Secured Claim secured by property owned by Debtor HBOS Manufacturing, LP and located at 6258 Northwest Grand Ave., Glendale, Arizona 85301. (88) FOOTHILL collectively means Foothill Capital Corporation and certain other lenders (including Wells Fargo Bank, N.A.) under the Prepetition Loan Agreement. (89) FOOTHILL SECURED CLAIM means that portion of the Claim of Foothill arising under the Prepetition Loan Agreement to the extent that it is a Secured Claim secured by an escrow deposit established pursuant to the Bankruptcy Court's Order Adjourning Hearing on Foothill Capital Corp.'s as Agent for Itself & Certain Lenders, Notice of Payoff & Setting Dates by Which Briefs are Due (D.I 471), signed on January 23, 2003. (90) GENERAL DISTRIBUTION TRUST means the trust created on the Effective Date pursuant to this Plan and the Distribution Trust Agreement, managed by the Disbursing Agent as -10- trustee, which will have a corpus of (a) New Common Stock for the payment of all Allowed Claims from Class 4A, Class 4B, Class 4C, Class 4D and Class 4E and (b) New Warrants, if necessary, for the payment of all Allowed Claims from Class 6A. (91) GREENWICH collectively means Greenwich Capital Financial Products, Inc. and the other financial institutions (including Berkshire Hathaway or one of its designees or affiliates and Ranch Capital LLC or one of its designees or affiliates) lending under the Final DIP Agreement. (92) HOLDER means a Person holding an Interest or a Claim. (93) IMPAIRED shall have the meaning ascribed to such term in section 1124 of the Bankruptcy Code. (94) INITIAL DISTRIBUTION DATE means (a) with respect to Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims, Secured Claims and Convenience Claims, the date that is the later of (i) the Effective Date (or as soon thereafter as reasonably practicable) and (ii) the date (or as soon thereafter as is reasonably practicable) such Claims become Allowed Claims or otherwise become payable under the Plan; (b) with respect to Fee Claims, the date (or as soon thereafter as reasonably practicable) that such Claims are allowed by Final Order of the Bankruptcy Court; and (c) with respect to the Junior Note Claims, the Senior Note Claims, the REMIC Guarantee Claims, the Litigation Claims, the Other Unsecured Claims and the Interests (subject to the priority scheme set forth in the Plan), the date as soon as reasonably practicable after the Effective Date. With respect to Secured Claims, occurrence of the Distribution Date shall be subject, if applicable, to the Estates' receipt of the Net Proceeds of the sale of the relevant collateral. (95) INSIDER shall have the meaning ascribed to such term in section 101(31) of the Bankruptcy Code. (96) INTERCOMPANY CLAIM means a Claim of any Debtor against another Debtor, whether arising before or after the Petition Date. To the extent required to ensure a Distribution to Holders of Interest, if applicable, pursuant to section 510 of the Bankruptcy Code, all Intercompany Claims under this Plan shall be considered subordinate to all other Claims and possess the same priority as Interests under this Plan. (97) INTEREST means an equity security, including Old Common Stock, within the meaning of section 101(16) of the Bankruptcy Code, in a Debtor. For purposes of voting and Distributions under the Plan, the defined term Interest shall include a Claim against a Debtor that is subject to subordination under section 510(b) of the Bankruptcy Code: it is a Claim that (a) arises from rescission of a purchase or sale of any Interest in a Debtor; (b) arises from damages resulting from the purchase or sale of any such security; or (c) is for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of a Claim of the type described in clause (a) or (b) of this sentence. (98) JPMORGAN means JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank. -11- (99) JUNIOR INDENTURE means the Indenture and First Supplemental Indenture both dated March 1, 1992 and the Second Supplemental Indenture dated July 15, 1992, between the Debtors and First Union National Bank, f/k/a Delaware Trust Company, with respect to the Junior Notes, as the same may have been amended from time to time. (100) JUNIOR INDENTURE TRUSTEE means U.S. Bank Trust, N.A., as the indenture trustee under the Junior Indenture, or any successor indenture trustees under the Junior Indenture. (101) JUNIOR INDENTURE TRUSTEE CHARGING LIEN means any lien or other priority in payment arising prior to the Effective Date to which the Junior Indenture Trustee is entitled, pursuant to the Junior Indenture, against Distributions to be made to Holders of Junior Note Claims by the Junior Indenture Trustee under the Junior Indenture. (102) JUNIOR INDENTURE TRUSTEE PREPETITION FEES AND EXPENSES means any Claim asserted by the Junior Indenture Trustee for reimbursement of reasonable fees, expenses, disbursements and attorneys' and agents' fees incurred prior to the Petition Date by the Junior Indenture Trustee in connection with services rendered under the Junior Indenture. (103) JUNIOR NOTE CLAIM means the Unsecured Claim of the Junior Indenture Trustee under the Junior Indenture, including, but not limited to, the Junior Indenture Trustee Charging Lien and the Junior Indenture Trustee Prepetition Fees and Expenses, or the Claim of any Holder of Junior Notes for the payment of any principal, premium, if any, and interest owing and unpaid as of the Petition Date in respect of such Junior Notes. (104) JUNIOR NOTES means the 8% Reset Debentures in the original principal amount of $17 million due June 1, 2007 pursuant to an Indenture and a First Supplemental Indenture both dated March 1, 1992, and 8% Reset Debentures in the original principal amount of $23 million due June 1, 2007 pursuant to a Second Supplemental Indenture dated July 15, 1992, of which $2.6 million remains outstanding as of the Petition Date. (105) LIEN has the meaning ascribed to such term in section 101(37) of the Bankruptcy Code (but a lien that has or may be avoided pursuant to any claim, right or cause of action accruing, incorporated or available under chapter 5 of the Bankruptcy Code shall not constitute a Lien). (106) LITIGATION CLAIMS means (a) all Claims against the Debtors asserted under lawsuits or complaints which are pending as of the commencement of the Chapter 11 Cases in any court, including, without limitation, state or federal court; (b) all Claims against the Debtors subject to mediation or arbitration which are pending as of the commencement of the Chapter 11 Cases that could potentially be asserted under lawsuits or complaints in any court; or (c) all Claims raised or made to the Debtors by any Person, including, without limitation, offices of state attorneys general, related to matters arising prior to commencement of the Chapter 11 Cases that could have been asserted under lawsuits or complaints in any court. (107) NET PROCEEDS means the Cash consideration received from the sale, Transfer, or collection of property of the Estates or the conversion of such property to Cash in some other manner as contemplated in, or reasonably within the scope of, this Plan, whether -12- occurring prior to or after the Effective Date, less the reasonable, necessary and customary expenses attributable to such sale, Transfer, collection or conversion, including costs of curing defaults under executory contracts that are assigned, paying personal property or other taxes accruing in connection with such sale, Transfer or conversion or such property, brokerage fees and commissions, collection costs, reasonable attorneys' fees and expenses and any applicable taxes or other claims of any governmental authority in connection with such property and any escrows or accounts established to hold funds for purchase price adjustments, indemnification claims, or other purposes in connection with such sale, Transfer or collection; provided, however, that upon the release to the Debtors or the Disbursing Agent of funds from such escrows or accounts, such funds shall become Net Proceeds of the relevant sale, Transfer or collection. (108) NEW COMMON STOCK means the 20,000,000 shares of common stock of the [New Holdco] to be authorized in accordance with the Plan, having a par value of $1.00 per share authorized pursuant to the [New Holdco's] Amended and Restated Certificate of Incorporation, 10,000,000 shares of which are to be issued and distributed in accordance with the Plan constituting 100% of the total number of shares of such New Common Stock to be issued and outstanding on or immediately after the Effective Date; excluding, however, any shares of the common stock of the [New Holdco] that may be set aside for (i) certain performance-based compensation for the officers and directors of the Debtors; and (ii) the Exit Facility Lender. (109) NEW HOLDCO means Reorganized Oakwood as reincorporated or otherwise established and the parent company of Reorganized Oakwood Finance, Reorganized Oakwood Manufacturing, Reorganized Oakwood Retail and Reorganized Oakwood Servicing. New Holdco will be issuer of the New Common Stock and New Warrants, if necessary. (110) NEW WARRANTS means the warrants to purchase 1,000,000 shares of New Common Stock with a seven year maturity and a strike price initially computed for an initial market value of New Common Stock, which would result in 100% recovery to the Holders of Senior Notes, Holders of Junior Notes, Holders of REMIC Guarantee Claims and Holders of Other Unsecured Claims. The strike price will increase annually at the risk free rate (30-year Treasury rate) until their expiration. (111) NON-DEBTOR-HELD INTEREST means an Interest in Oakwood when the Holder is not a Debtor. (112) OAC means Oakwood Acceptance Corporation, LLC. (113) OAKWOOD means Oakwood Homes Corporation. (114) OLD COMMON STOCK means the preconfirmation common stock of, or other equity interest in, however derivative, Oakwood and outstanding or held in treasury as of the Record Date. (115) OMI means Oakwood Mortgage Investors, Inc. (116) OMI TRUST 1997-A means the trust formed pursuant to the Series 1997-A Pooling and Servicing Agreement, dated as of February 1, 1997, as amended September 28, -13- 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (117) OMI TRUST 1997-B means the trust formed pursuant to the Series 1997-B Pooling and Servicing Agreement, dated as of May 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (118) OMI TRUST 1997-C means the trust formed pursuant to the Series 1997-C Pooling and Servicing Agreement, dated as of August 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (119) OMI TRUST 1997-D means the trust formed pursuant to the Series 1997-D Pooling and Servicing Agreement, dated as of November 1, 1997, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (120) OMI TRUST 1998-B means the trust formed pursuant to the Series 1998-B Pooling and Servicing Agreement, dated as of May 1, 1998, as amended December 11, 2000 and September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (121) OMI TRUST 1998-C means the trust formed pursuant to the Series 1998-C Pooling and Servicing Agreement, dated as of August 1, 1998, as amended December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (122) OMI TRUST 1998-D means the trust formed pursuant to the Series 1998-D Pooling and Servicing Agreement, dated as of October 1, 1998, as amended April 29, 1999 and September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (123) OMI TRUST 1999-A means the trust formed pursuant to the Series 1999-A Pooling and Servicing Agreement, dated as of January 1, 1999, as amended September 28, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (124) OMI TRUST 1999-B means the trust formed pursuant to the Series 1999-B Pooling and Servicing Agreement, dated as of April 1, 1999, as amended September 28, 2001, -14- and incorporating the Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (125) OMI TRUST 1999-C means the trust formed pursuant to the Series 1999-C Pooling and Servicing Agreement, dated as of June 1, 1999, as amended November 1, 2000, December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (126) OMI TRUST 1999-D means the trust formed pursuant to the Series 1999-D Pooling and Servicing Agreement, dated as of August 1, 1999, as amended December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (127) OMI TRUST 1999-E means the trust formed pursuant to the Series 1999-E Pooling and Servicing Agreement, dated as of November 1, 1999, as amended December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (128) OMI TRUST 2000-A means the trust formed pursuant to the Series 2000-A Pooling and Servicing Agreement, dated as of March 1, 2000, as amended December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (129) OMI TRUST 2000-B means the trust formed pursuant to the Series 2000-B Pooling and Servicing Agreement, dated as of June 1, 2000, as amended December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (130) OMI TRUST 2001-B means the trust formed pursuant to the Series 2001-B Pooling and Servicing Agreement, dated as of February 1, 2001, as amended September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, February 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (131) OMI TRUST 2001-C means the trust formed pursuant to the Series 2001-C Pooling and Servicing Agreement, dated as of May 1, 2001, as amended October 2, 2001, August 10, 2001 and December 12, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, May 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (132) OMI TRUST 2001-D means the trust formed pursuant to the Series 2001-D Pooling and Servicing Agreement, dated as of August 1, 2001, as amended December 12, 2001 and January 10, 2002, and incorporating the Standard Terms to Pooling and Servicing -15- Agreement, May 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (133) OMI TRUST 2001-E means the trust formed pursuant to the Series 2001-E Pooling and Servicing Agreement, dated as of November 1, 2001, and incorporating the Standard Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (134) OMI TRUST 2002-A means the trust formed pursuant to the Series 2002-A Pooling and Servicing Agreement, dated as of February 1, 2002, and incorporating the Standard Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (135) OMI TRUST 2002-B means the trust formed pursuant to the Series 2002-B Pooling and Servicing Agreement, dated as of May 1, 2002, and incorporating the Standard Terms to Pooling and Servicing Agreement, September 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee. (136) OTHER SECURED AND SETOFF CLAIMS means any Secured Claims other than the 1997 Bonds Secured Claim, the 1998 Bonds Secured Claim, the Auto Secured Claim, the Carolina Secured Claim, the First American Secured Claim, the Foothill Secured Claim, the Pulaski Bonds Secured Claim, the Schmittauer Secured Claim, the Thomas Secured Claim, the U.S. Bank Secured Claim and the Secured Tax Claims. (137) OTHER UNSECURED CLAIMS means an Unsecured Claim, including all Self-Insurance Claims, other than: (a) a Convenience Claim; (b) a REMIC Guarantee Claim, or any other Claim arising from the B-2 REMIC Guarantees or the Resecuritization Note Put Option; (c) a Senior Note Claim; (d) a Junior Note Claim; or (e) a Litigation Claim. (138) PERSON means any individual, corporation, partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, the Creditors' Committee, Interest Holders, Holders of Claims, current or former employees of any Debtor, or any other legal entity. (139) PETITION DATE means November 15, 2002. (140) PLAN means this Plan of Reorganization, dated as of the date set forth on the first page hereof, for each of the Debtors, together with any amendments or modifications hereto as the Debtors may file hereafter in accordance with the terms of the Plan (such amendments or modifications only being effective if approved by order of the Bankruptcy Court to the extent such approval is necessary). (141) PLAN SUPPLEMENT means the form of documents specified in Section 11.6 of the Plan, which are incorporated herein by reference. (142) PNC means PNC Bank National Association. -16- (143) PREPETITION LOAN AGREEMENT means that Loan and Security Agreement dated January 22, 2002 among the Debtors and Foothill, as amended pursuant to the First Amendment to Loan Agreement dated July 2002 and the Second Amendment to Loan Agreement dated July 31, 2002. (144) PRIORITY NON-TAX CLAIM means any Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code, other than: (i) an Administrative Claim; (ii) a Priority Tax Claim; and (iii) a Fee Claim. (145) PRIORITY TAX CLAIM means a Claim for taxes entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code. (146) PULASKI BONDS SECURED CLAIM means that portion of the Claim arising under a loan agreement with Pulaski, Tennessee for variable rate demand economic development bonds to the extent it is a Secured Claim secured by a capital lease on property which will be owned by Debtor HBOS Manufacturing, LP upon payment of the balance owed. (147) QUARTERLY DISTRIBUTION DATE means the first Business Day that is ninety (90) days after the immediately preceding Distribution Date for a particular Class of Claims. Notwithstanding any other provision of the Plan, there shall be no more than one Distribution Date each fiscal quarter for all Allowed Claims that results in Distributions. (148) RATABLE, RATABLY OR RATABLE SHARE means, for Distributions to Holders of Claims in Class 4A, Class 4B, Class 4C, Class 4D, Class 4E and Class 6A, so that the ratio of (a) the amount of consideration distributed on account of a particular Allowed Claim to (b) the allowed amount of the Allowed Claim, is the same as the ratio of (x) the difference of (i) the total amount of consideration available for Distribution on account of all Allowed Claims in the Class (or group of Classes) in which the particular Allowed Claim is included and (ii) the total amount of consideration distributed on the Initial Distribution Date and on the previous Quarterly Distribution Dates in the Class (or group of Classes) in which the particular Allowed Claim is included to (y) the maximum aggregate of the amount of Allowed Claims plus amount of Disputed Claims (in their aggregate Disputed Amount) in such Class (or group of Classes) as of any Distribution Date. The formula is illustrated as follows: ------ ------ (a) Amount of consideration distributed | (x) (i) Total consideration (ii) Total consideration | to a Holder of an Allowed Claim = | available for Distribution to - distributed on previous | | Holders of Allowed Claims in Distribution Dates in the | | Class (or group of Classes) Class (or group of Classes)| ------ ------ - ----------------------------------------- ------------------------------------------------------------------- (b) Allowed amount of Holder's Allowed (y) Maximum aggregate amount of all Allowed Claims and Disputed Claim Claims as of any Distribution Date After all Disputed Claims in such Class (or group of Classes) have become either Allowed Claims paid out on a Quarterly Distribution Date or disallowed for whatever reason, a final Distribution shall be made to each Holder of an Allowed Claim. For a particular Holder of an Allowed Claim, the final Distribution shall be the difference of (a) the amount equal to the -17- total of the (i) original consideration available for Distribution to Holders of Allowed Claims in Class (or group of Classes) under the Plan divided by (ii) the final aggregate amount of all Allowed Claims as of the last Quarterly Distribution Date with the result of (a) multiplied by (b) the total amount of the Holder's Allowed Claims in such Class (or group of Classes) and (c) the total amount of consideration distributed to such Holder on account of his Allowed Claim on all previous Distribution Dates. This final Distribution formula is illustrated as follows: -------- --------- | (a)(i) The total original | | consideration available for (b) Total amount of | (c) Total amount of | Distribution to Holders of the Holder's Allowed | consideration distributed to | Allowed Claims in Class (or Claims in such Class | a Holder of an Allowed Claim Final = | group of Classes) * (or group of Classes)| - on previous Distribution Dates Distribution | ------------------------------ | | (ii) The final aggregate | | amount of all Allowed Claims | | as of the last Quarterly | | Distribution Date | -------- --------- Any and all distributions made pursuant to these formulas will be made from the General Distribution Trust. (149) RECLAMATION CLAIMS means any Disputed Claims based upon a seller's common law right to reclaim goods as used in section 546(c) of the Bankruptcy Code pursuant to the Bankruptcy Court's Order Establishing Procedures With Respect To Reclamation Claims (D.I. 36) entered on November 19, 2002.. (150) RECORD DATE means the Confirmation Date. (151) RELEASED PARTIES means, collectively and individually, the Debtors, the Creditors' Committee, the Reorganized Debtors, the General Distribution Trust and the Disbursing Agent, and, to the extent they served or were employed during or in furtherance of the Chapter 11 Cases, their respective present and former officers and directors, if applicable, and the following employees, agents, advisors and professionals: [______________________________]. (152) REMIC GUARANTEE CLAIMS means all of the Claims arising from the B-2 REMIC Guarantees and the Resecuritization Note Put Option. Note that double recovery to a particular Holder will not be allowed for Claims arising from B-2 Certificates which are both covered by the Resecuritization Note Put Option and the B-2 REMIC Guarantees. (153) RESECURITIZATION NOTE means the Class A note issued by the Resecuritization Trust secured, in part, by certain B-Piece REMIC Certificates and X REMIC Certificates issued by various REMIC Trustees. (154) RESECURITIZATION NOTE PUT OPTION means Oakwood's obligation to the holder of the Resecuritization Note to purchase the Resecuritization Note on each payment date -18- under the Resecuritization Note, beginning with the payment date occurring in September 2011 and ending with the payment date occurring in September 2012. (155) REMIC TRUSTEES means JPMorgan in its capacity as trustee, indenture trustee, successor trustee, securities intermediary, verification agent, paying agent, as applicable, and Resecuritization Trustee, for the holders of notes and certificates, including Holders of the B-Piece REMIC Certificates and the Resecuritization Note, issued by each of the REMIC Trusts and the Resecuritization Trust and any duly appointed successor or successors. (156) REMIC TRUSTS means the following non-Debtor Real Estate Mortgage Investment Conduit Securitization Trusts: the OMI Trust 1997-A, the OMI Trust 1997-B, the OMI Trust 1997-C, the OMI Trust 1997-D, the OMI Trust 1998-B, the OMI Trust 1998-C, the OMI Trust 1998-D, the OMI Trust 1999-A, the OMI Trust 1999-B, the OMI Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust 2001-B, the OMI Trust 2001-C, the OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A and the OMI Trust 2002-B. (157) REORGANIZED DEBTORS mean the Debtors on and after the Effective Date, and the entities that shall succeed to all rights and obligations of the Debtors under the Plan (unless such obligations or rights are seceded in whole or part to the Disbursing Agent or other such entity). (158) REORGANIZED OAKWOOD means Oakwood on and after the Effective Date. (159) REORGANIZED OAKWOOD FINANCE means the following post-merger Reorganized Debtors:... (160) REORGANIZED OAKWOOD MANUFACTURING means the following post-merger Reorganized Debtors:... (161) REORGANIZED OAKWOOD RETAIL means the following post-merger Reorganized Debtors:... (162) REORGANIZED OAKWOOD SERVICING means the following post-merger Reorganized Debtors:... (163) RESECURITIZATION TRUST means the Oakwood Mortgage Resecuritization Trust 2001 formed pursuant to the Amended and Restated Trust Agreement, dated as of February 1, 2002, as amended and supplemented by the Trust Agreement Amendment and Supplement, dated as of March 1, 2002, and the Trust Agreement Amendment and Supplement, dated as of June 1, 2002, among OMI, as depositor, OAC, as securities administrator, and the Resecuritization Trustee. (164) RESECURITIZATION TRUSTEE means JPMorgan in its capacity as trustee and securities intermediary of the Resecuritization Trust. (165) SCHEDULE OF ASSETS AND LIABILITIES means, as amended, supplemented or modified, a Debtor's schedule of assets and liabilities filed with the Bankruptcy Court on -19- January 31, 2003 (D.I. 516, 518, 521, 524, 526, 528, 531, 533, 535, 539, 541, 543) pursuant to sections 521(1) and 1106(a)(2) of the Bankruptcy Code. (166) SCHMITTAUER SECURED CLAIM means that portion of the Claim of Jerry Schmittauer arising under a note dated August 1998 to the extent that it is a Secured Claim secured by a retail center owned by Debtor Oakwood Mobile Homes, Inc. and located at 1235 S.R. 28, Milford, Ohio. (167) SECURED CLAIM means (a) that portion of a Claim that is secured by a valid, perfected and enforceable security interest, Lien, mortgage or other encumbrance, that is not subject to an Avoidance Action, in or upon any right, title or interest of any of the Debtors in and to property of the Estates, to the extent of the value of the Holder's interest in such property as of the relevant determination date or (b) any Claim that is subject to an offset right pursuant to section 553 of the Bankruptcy Code, to the extent of the amount subject to a valid setoff, in the case of each of (a) and (b) as determined by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code or agreed to, in writing, by the Debtors or the Reorganized Debtors and the applicable Claim Holder. Such defined term shall not include for voting or Distribution purposes any such Claim that has been or will be paid in connection with the cure of defaults under an assumed executory contract or unexpired lease under section 365 of the Bankruptcy Code. (168) SECURED TAX CLAIMS means a Claim for taxes to the extent that it is a Secured Claim under state or federal law. (169) SELF-INSURANCE CLAIM means an Unsecured Claim against a Debtor that the Debtors assert is payable, in whole or in part, under any Self-Insurance Policy. (170) SELF-INSURANCE POLICY means any policy of insurance and any agreements relating thereto that may be available to provide coverage for Claims against a Debtor, including but not limited to statutorily mandated workers' compensation programs in effect on the Petition Date providing compensation to employees of the Debtors for job-related injuries or job-related illnesses for which the Debtors self-insure. (171) SENIOR INDENTURE means the Indenture and First Supplemental Indenture, both dated March 2, 1999, between the Debtors and Bank One, N.A., f/k/a The First National Bank of Chicago, with respect to the Senior Notes, as the same may have been amended from time to time. (172) SENIOR INDENTURE TRUSTEE means U.S. Bank Trust, N.A., as the current indenture trustee under the Senior Indenture, or any successor indenture trustee(s) to U.S. Bank Trust, N.A. under the Senior Indenture. (173) SENIOR INDENTURE TRUSTEE CHARGING LIEN means any lien or other priority in payment arising prior to the Effective Date to which the Senior Indenture Trustee is entitled, pursuant to the Senior Indenture, against Distributions to be made to Holders of Senior Note Claims by the Senior Indenture Trustee under the Senior Indenture. (174) SENIOR INDENTURE TRUSTEE PREPETITION FEES AND EXPENSES means any Claim asserted by the Senior Indenture Trustee for reimbursement of reasonable fees, expenses, -20- disbursements and attorneys' and agents' fees incurred prior to the Petition Date by the Senior Indenture Trustee in connection with services rendered under the Senior Indenture. (175) SENIOR NOTE CLAIM means the Unsecured Claim of the Senior Indenture Trustee under the Senior Indenture, including, but not limited to, the Senior Indenture Trustee Charging Lien and the Senior Indenture Trustee Prepetition Fees and Expenses, or the Claim of any Holder of Senior Notes for the payment of any principal, premium, if any, and interest owing and unpaid as of the Petition Date in respect of such Senior Notes. (176) SENIOR NOTES means the 7.875% Senior Notes in the aggregate principal amount of $125 million due March 2004 and the 8.125% Senior Notes in the aggregate principal amount of $175 million due March 2009 pursuant to an Indenture and First Supplemental Indenture, both dated March 2, 1999. (177) SOLICITATION PROCEDURES ORDER means the Order entered by the Bankruptcy Court establishing procedures with respect to the solicitation and tabulation of votes to accept or reject the Plan. (178) STATEMENT OF FINANCIAL AFFAIRS means, as amended, supplemented or modified, a Debtor's statement of financial affairs filed with the Bankruptcy Court on January 31, 2003 (D.I. 515, 517, 520, 522, 525, 527, 530, 532, 534, 537, 540, 542) pursuant to sections 521(1) and 1106(a)(2) of the Bankruptcy Code. (179) SUBSTANTIVE CONSOLIDATION ORDER means the order, or provision of the Confirmation Order, substantively consolidating the Chapter 11 Cases as provided in Article VI of the Plan. (180) TARHEEL means Tarheel Insurance Company, Ltd., Oakwood's non-Debtor subsidiary reinsurance company domiciled in Bermuda. (181) THOMAS SECURED CLAIM means that portion of the Claim of Lecil V. and Tommie Jane Thomas arising under a note dated January 15, 1993 to the extent that it is a Secured Claim secured by property owned by Debtor HBOS Manufacturing, LP and located at 508 Palmer Road, Rockwell, North Carolina. (182) TRANSFER means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with property or with an interest in property, including but not limited to any sale, assignment, lease, transfer, encumbrance, Lien, exchange, mortgage, pledge, hypothecation or other disposition, or the creation of a security interest, in whole or in part. (183) U.S. BANK SECURED CLAIM means that portion of the Claim of U.S. Bank National Association arising under a note dated April 2, 1991 to the extent that it is a Secured Claim secured by property owned by Debtor HBOS Manufacturing, LP and located in Albany, Linn County, Oregon. (184) U.S. GOVERNMENT OBLIGATIONS means securities that are direct obligations of, or obligations guaranteed by, the United States of America for the timely payment of which -21- obligation or guarantee the full faith and credit of the United States of America is pledged, or funds consisting solely of such securities, including funds managed by the Disbursing Agent (further including such funds for which it or its affiliates receive fees in connection with such management). (185) UNCLAIMED PROPERTY means any Cash or other distributable property unclaimed for a period of ninety (90) days after it has been delivered (or attempted to be delivered) in accordance with the Plan to the Holder entitled thereto in respect of a such Holder's Allowed Claim. Unclaimed Property shall, without limitation, include: (a) checks (and the funds represented thereby) mailed to a Distribution Address and returned as undeliverable without a proper forwarding address; (b) funds for uncashed checks; and (c) checks (and the funds represented thereby) not mailed or delivered because no Distribution Address to mail or deliver such property was available, notwithstanding efforts by the Debtors or the Disbursing Agent to locate such address which were commercially reasonable under the circumstances. (186) UNIMPAIRED shall have the meaning ascribed to such term in section 1124 of the Bankruptcy Code. (187) UNITED STATES TRUSTEE means the Office of the United States Trustee for the District of Delaware. (188) UNSECURED CLAIM means any Claim that is not: (a) an Administrative Claim; (b) a Priority Non-Tax Claim; (c) a Priority Tax Claim; (d) a Fee Claim; (e) a Secured Claim; (f) an Intercompany Claim; or (g) an Interest. (189) X REMIC CERTIFICATES means those certain X "pass-through" asset-backed securities that have been issued by certain REMIC Trusts. 1.2 RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW. (a) RULES OF INTERPRETATION. For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) any reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in the Plan to an existing document or an exhibit filed or to be filed means such document or exhibit, as it may have been or may be amended, modified or supplemented; (d) if the Plan's description of the terms of an exhibit is inconsistent with the terms of the exhibit, the terms of the exhibit shall control; (e) unless otherwise specified, all references in the Plan to articles, sections, clauses and exhibits are references to articles, sections, clauses and exhibits of or to the Plan; (f) the words "herein" and "hereto" and other words of similar import refer to this Plan in its entirety rather than to a particular portion of the Plan; (g) captions and headings to articles and sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h) any reference to an entity as a Holder of a Claim or Interest includes that entity's successors, assigns, and affiliates; (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the -22- extent such rules are not inconsistent with any other provision in this Section; and (j) any term used herein that is not defined herein shall have the meaning ascribed to any such term used in the Bankruptcy Code and/or the Bankruptcy Rules, if used therein. (b) COMPUTATION OF TIME. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. (c) GOVERNING LAW. Except to the extent that the Bankruptcy Code or Bankruptcy Rules are applicable, and subject to the provisions of any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. ARTICLE II. METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL PROVISIONS 2.1 GENERAL RULES OF CLASSIFICATION. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date. 2.2 HOLDERS OF CLAIMS ENTITLED TO VOTE. Each Holder of an Allowed Claim or the Holder of a Claim that has been temporarily allowed for voting purposes by Order only under Bankruptcy Rule 3018(a) in an Impaired Class of Claims against the Debtors shall be entitled to vote separately to accept or reject the Plan as provided in the Solicitation Procedures Order. Any Unimpaired Class of Claims shall be deemed to have accepted the Plan. Any Class of Claims or Interests that will not receive or retain any property on account of such Claims or Interests under the Plan shall be deemed to have rejected the Plan. 2.3 ACCEPTANCE BY IMPAIRED CLASSES. An Impaired Class of Claims shall have accepted the Plan if all of the necessary conditions of the Bankruptcy Code and Bankruptcy Rules have been satisfied. -23- 2.4 NON-CONSENSUAL CONFIRMATION. To the extent necessary, the Debtors hereby request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code. Subject to Section 1127 of the Bankruptcy Code, the Debtors reserve the right to modify the Plan to the extent that confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification. 2.5 ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE CLAIMS. Administrative Claims, Fee Claims, and Priority Tax Claims have not been classified and are excluded from the Classes set forth in Article IV in accordance with section 1123(a)(1) of the Bankruptcy Code. Priority Non-Tax Claims are classified in Class 1. 2.6 SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS. Except as otherwise provided in the Plan, nothing herein shall affect the rights and defenses, both legal and equitable, of the Debtors, the Reorganized Debtors, the Disbursing Agent, and the Creditors' Committee, as the case may be, with respect to any Unimpaired Claims, including, but not limited to, all rights with respect to legal and equitable defenses to setoffs or recoupments against Unimpaired Claims. 2.7 SPECIAL PROVISION REGARDING TREATMENT OF NON-DEBTOR-HELD INTERESTS. Notwithstanding any other provision in this Plan, Distributions of Equity Consideration to Holders of Non-Debtor-Held Interests may be made from Distributions otherwise due to a senior Class that consents to such Distribution. 2.8 ELIMINATION OF VACANT CLASSES. Any Class of Claims that, as of the date of the commencement of the Confirmation Hearing, does not contain any Holders of Allowed Claims or Claims temporarily allowed by Order under Bankruptcy Rule 3018 shall be deemed deleted from the Plan for purposes of voting on or rejection of the Plan, for purposes of determining acceptances or rejection of the Plan by such Class under section 1129(a)(8) of the Bankruptcy Code, and for the purposes of determining any Distributions made under the Plan. 2.9 BAR DATES FOR ADMINISTRATIVE CLAIMS. With respect to Administrative Claims relating to the period from the Petition Date through ______________, except to the extent set forth in the Administrative Claim Bar Date Order, a Holder of such Administrative Claim must have filed a request for payment of such Claim by the applicable bar date of ____________ in order to be eligible to receive Distributions under the Plan on account of such Administrative Claim. To be eligible to receive Distributions under the Plan on account of an Administrative Claim not subject to the Administrative Claim Bar Date Order, all requests for payment of such Administrative Claims (other than Fee Claims) incurred before the Effective Date and not subject to the Administrative Claim Bar Date Order must be filed with the Claims -24- Agent so as to be received on or before 4:00 p.m. (Eastern Time) on the date that is the first Business Day after the date that is [20 days after the Effective Date]. ANY HOLDER OF AN ADMINISTRATIVE CLAIM THAT FAILS TO FILE SUCH A TIMELY REQUEST FOR PAYMENT WITH THE CLAIMS AGENT ON OR BEFORE SUCH TIME AS SET FORTH IN THE ADMINISTRATIVE CLAIM BAR DATE ORDER SHALL HAVE THEIR CLAIM BE DEEMED NOT ALLOWED UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST ANY OF THE DEBTORS, THE REORGANIZED DEBTORS, THE ESTATES OR THEIR PROPERTY. ANY SUCH CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT, OFFSET, RECOUP OR RECOVER SUCH CLAIM. 2.10 BAR DATE FOR FEE CLAIMS. Prior to the Effective Date, all applications for payment of Fee Claims must be filed with the Bankruptcy Court and served in accordance with the Fee Order. After the Effective Date, all applications for payment of Fee Claims must be sent to the Reorganized Debtors and the Disbursing Agent and will be paid by the Reorganized Debtors or the Disbursing Agent, as appropriate, in the ordinary course, without further approval by the Bankruptcy Court. ANY HOLDER OF A FEE CLAIM THAT FAILS TO FILE AND SERVE SUCH (I) A PROOF OF CLAIM WITH THE CLAIMS AGENT OR (II) AN APPLICATION ON OR BEFORE SUCH TIME AS SET FORTH IN THE BAR DATE ORDER SHALL HAVE THEIR CLAIM BE DEEMED NOT ALLOWED UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST ANY OF THE DEBTORS, THE REORGANIZED DEBTORS, THE ESTATES OR THEIR PROPERTY. ANY SUCH CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT, OFFSET, RECOUP OR RECOVER SUCH CLAIM. ARTICLE III. UNCLASSIFIED CLAIMS In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Fee Claims and Priority Tax Claims, as described below, have not been classified. 3.1 ADMINISTRATIVE CLAIMS. Subject to the terms herein, and unless the Holder of an Allowed Administrative Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid 100% of the unpaid allowed amount of such Administrative Claim in Cash from the Administrative/Priority Claims Reserve on or as soon as reasonably practicable after the Distribution Date. Notwithstanding the immediately preceding sentence: (i) any Allowed Administrative Claims for goods sold or services rendered representing liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases involving trade or vendor Claims, subject to compliance with any applicable bar date, shall be paid by the Disbursing Agent in the ordinary course in accordance with the terms and conditions of any agreements relating thereto; (ii) Administrative Claims of the United States Trustee for fees pursuant to section 1930(a)(6) of title 28 of the United States Code shall be paid in accordance with the applicable schedule for payment of such fees; (iii) and all Administrative Claims arising -25- from the Final DIP Agreement shall be paid in accordance with the Final DIP Agreement and the Final DIP Order; and (iv) as Reclamation Claims become Allowed Administrative Claims, they shall be paid 100% of the unpaid allowed amount of such Administrative Claim in Cash on either the Initial Distribution Date or on the first Quarterly Distribution Date after such Administrative Claims become Allowed Administrative Claims. 3.2 PRIORITY TAX CLAIMS. Subject to the terms herein, and unless the Holder of an Allowed Priority Tax Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Priority Tax Claim shall be paid 100% of the unpaid amount of such Allowed Priority Tax Claim in Cash from the Administrative/Priority Claims Reserve on or as soon as reasonably practicable after the relevant Distribution Date; provided, however, that at the option of the Debtors or Reorganized Debtors, as the case may be, the Reorganized Debtors may make Distributions for any Allowed Priority Tax Claim over a period not exceeding six (6) years after the date of assessment of such Allowed Priority Tax Claim as provided in Section 1129(a)(9)(C) of the Bankruptcy Code. If the Debtors elect this option as to any Allowed Priority Tax Claim, then the payment of such Allowed Priority Tax Claim shall be made in equal semiannual installments with the first installment due on the later of: (i) the Initial Distribution Date, (ii) 30 calendar days after the date on which an order allowing such Allowed Priority Tax Claim becomes a Final Order, and (iii) such other time as may be agreed to by the Holder of such Allowed Priority Tax Claim and the Debtors. Each installment shall include simple interest on the unpaid portion of such Allowed Priority Tax Claim, without penalty of any kind, at the statutory rate of interest provided for such taxes under applicable nonbankruptcy law; provided, however, that the Reorganized Debtors shall reserve the right to pay any Allowed Priority Tax Claim, or any remaining balance of such Allowed Tax Claim, in full, at any time on or after the Effective Date, without premium or penalty. Any claim or demand for penalty relating to any Priority Tax Claim (other than a penalty of the type specified in section 507(a)(8)(G) of the Bankruptcy Code) shall be disallowed, and the Holder of an Allowed Priority Tax Claim shall not assess or attempt to collect such penalty from the Debtors, the Reorganized Debtor, or their respective property. 3.3 FEE CLAIMS. Subject to the terms herein, and unless the Holder of an Allowed Fee Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Fee Claim shall receive 100% of the unpaid allowed amount of such Claim in Cash from the Fee Claims Reserve on or as soon as reasonably practicable after the Distribution Date. ARTICLE IV. CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS 4.1 SUMMARY. The classification of Claims and Interests against the Debtors pursuant to the Plan is as follows: -26-

- ------------------------------------------------------------------------------------------------------------------- CLASS CLAIM STATUS VOTING RIGHTS - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Class 1 Priority Non-Tax Claims Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Class 2A Secured Tax Claims Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2B 1997 Bonds Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2C 1998 Bonds Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2D Auto Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2E Carolina Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2F First American Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2G Foothill Secured Claim Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 2H Pulaski Bonds Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2I Schmittauer Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2J Thomas Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2K U.S. Bank Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2L Other Secured and Setoff Claims Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Class 3 Convenience Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Class 4A Senior Note Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4B Junior Note Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4C REMIC Guarantee Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4D Litigation Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4E Other Unsecured Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- Class 5 Intercompany Claims Substantively Consolidated Not Entitled to Vote - -------------------------------------------------------------------------------------------------------------------

-27- - ------------------------------------------------------------------------------------------------------------------- Class 6A Non-Debtor-Held Interests Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 6B Debtor-Held Interests Substantively Consolidated Not Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- 4.2 CLASS 1 (PRIORITY NON-TAX CLAIMS). Classification: Class 1 shall consist of all Priority Non-Tax Claims. Treatment: Subject to the terms herein, and unless the Holder of an Allowed Priority Non-Tax Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Priority Non-Tax Claim shall be paid 100% of the unpaid amount of such Allowed Priority Non-Tax Claim in Cash from the Administrative/Priority Claims Reserve on or as soon as reasonably practicable after the later of (i) the Distribution Date or (ii) the date such Claim becomes an Allowed Claim. Voting: Class 1 is an Unimpaired Class, and Holders of Class 1 Claims are not entitled to vote. 4.3 CLASS 2A (SECURED TAX CLAIMS). Classification: Class 2A shall consist of all Secured Tax Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, each Holder of an Allowed Tax Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less favorable treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if required, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2A is an Unimpaired Class, and Holders of Class 2A Claims are not entitled to vote. -28- 4.4 CLASS 2B (1997 BONDS SECURED CLAIM). Classification: Class 2B shall consist of the 1997 Bonds Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed 1997 Bonds Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2B is an Unimpaired Class, and the Holder of the Class 2B Claim is not entitled to vote. 4.5 CLASS 2C (1998 BONDS SECURED CLAIM). Classification: Class 2C shall consist of the 1998 Bonds Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed 1998 Bonds Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the -29- Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2C is an Unimpaired Class, and the Holder of the Class 2C Claim is not entitled to vote. 4.6 CLASS 2D (AUTO SECURED CLAIM). Classification: Class 2D shall consist of the Auto Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed Auto Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2D is an Unimpaired Class, and the Holder of the Class 2D Claim is not entitled to vote. 4.7 CLASS 2E (CAROLINA SECURED CLAIM). Classification: Class 2E shall consist of the Carolina Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed Carolina Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable -30- inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less favorable treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2E is an Unimpaired Class, and the Holder of the Class 2E Claim is not entitled to vote. 4.8 CLASS 2F (FIRST AMERICAN SECURED CLAIM). Classification: Class 2F shall consist of the First American Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed First American Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less favorable treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2F is an Unimpaired Class, and the Holder of the Class 2F Claim is not entitled to vote. 4.9 CLASS 2G (FOOTHILL SECURED CLAIM). Classification: Class 2G shall consist of the Foothill Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. -31- Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed Foothill Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent, the relevant collateral, up to the unpaid amount of such Allowed Claim; provided, however, that such Distribution will only take place after the expiration of the letters of credit secured by such collateral. Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2G is an Impaired Class, and the Holder of the Class 2G Claim is entitled to vote. Allowance. The Foothill Secured Claim shall be allowed in an aggregate amount pursuant to the Prepetition Loan Agreement as of the Petition Date. 4.10 CLASS 2H (PULASKI BONDS SECURED CLAIM). Classification: Class 2H shall consist of the Pulaski Bonds Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed Pulaski Bonds Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less favorable treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2H is an Unimpaired Class, and the Holder of the Class 2H Claim is not entitled to vote. 4.11 CLASS 2I (SCHMITTAUER SECURED CLAIM). Classification: Class 2I shall consist of the Schmittauer Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. -32- Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed Schmittauer Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less favorable treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2I is an Unimpaired Class, and the Holder of the Class 2I Claim is not entitled to vote. 4.12 CLASS 2J (THOMAS SECURED CLAIM). Classification: Class 2J shall consist of the Thomas Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed Thomas Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less favorable treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2J is an Unimpaired Class, and the Holder of the Class 2J Claim is not entitled to vote. -33- 4.13 CLASS 2K (U.S. BANK SECURED CLAIM). Classification: Class 2K shall consist of the U.S. Bank Secured Claim, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, the Holder of the Allowed U.S. Bank Secured Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities; (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution, if necessary, shall be made on or as soon as reasonably practicable after the relevant Distribution Date (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral). Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. Voting: Class 2K is an Unimpaired Class, and the Holder of the Class 2K Claim is not entitled to vote. 4.14 CLASS 2L (OTHER SECURED AND SETOFF CLAIMS). Classification: Class 2L shall consist of all Other Secured and Setoff Claims, to the extent (i) validly perfected under applicable non-bankruptcy law prior to the Petition Date or validly perfected after the Petition Date in accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable against the Debtors' Estates or the property thereof. Treatment: Subject to the provisions of sections 502(b)(3) and 506(d) of the Bankruptcy Code and herein, each Holder of an Allowed Other Secured and Setoff Claim shall receive, at the option of the Debtors or the Disbursing Agent, as appropriate, and to the extent such Claim is secured by collateral in the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of the relevant collateral, up to the unpaid amount of such Allowed Claim (with such payments to be made, if applicable, from accounts set up by the Debtors, during the Chapter 11 Cases, in connection with the sale of such collateral), subject to applicable inter-creditor lien priorities (subject, if applicable, to the receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of the relevant collateral); (b) the return of the relevant collateral; (c) reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable treatment as shall be agreed to between the Holder of such Claim and the Debtors or the Disbursing Agent, as appropriate; or (e) such other treatment as is determined by Final Order of the Bankruptcy Court. Such Distribution shall be made on or as -34- soon as reasonably practicable after the relevant Distribution Date. Upon receipt by the relevant Holder of such Distributions, such Holder's Lien, offset right or other security interest in the relevant collateral shall be deemed released. To the extent a Claim is partially an Allowed Other Secured and Setoff Claim based on an offset right and partially an Allowed Claim of another type, such Other Secured and Setoff Claim shall be deemed to have been (x) setoff only to the extent of the allowed amount of the allowed, liquidated, nondisputed, noncontingent claim owing to the Debtors or the Reorganized Debtor, and (y) a Claim classified in another relevant Class for any excess of such Claim over the amount so set off. If a Claim is fully a Secured Claim based on an offset right, the allowance of such Claim shall not affect any obligations or liabilities due and payable (at such time) to the Debtors that are in an amount in excess of the amount validly offset and the payment, in full and in cash, of all amounts due and owing as of the Effective Date to the Debtors and the turnover of any property of the Debtors held by such claimant on account of any unliquidated, disputed or contingent right of setoff shall be a precondition of the allowance of such Other Secured and Setoff Claim. Voting: Class 2L is an Unimpaired Class, and Holders of Class 2L Claims are not entitled to vote. 4.15 CLASS 3 (CONVENIENCE CLAIMS). Classification: Class 3 shall consist of all Convenience Claims. Treatment: Subject to the terms herein unless the Holder of an Allowed Class 3 Claim agrees to receive other, less favorable treatment, each Holder of an Allowed Class 3 Claim shall receive the lesser of (i) 15% of the unpaid amount of such Allowed Class 3 Claim and (ii) such Holder's pro-rata share of $3,000,000.00 in Cash, in two equal installments, on the next two Distribution Dates, or as soon as reasonably practicable thereafter, at the election of the Debtors upon reasonable notice to the relevant Holders from the Convenience Class Reserve. Voting: Class 3 is an Impaired Class, and Holders of Class 3 Claims are entitled to vote. Allowance. The Convenience Claims shall be allowed in the aggregate amount of the Face Value of all Claims as of the Petition Date; provided, however, that any and all other Claims for payment of any principal, premium, if any, and interest owing and unpaid in respect of such Convenience Claims shall be disallowed for Distribution (but not voting) purposes. 4.16 CLASS 4A (SENIOR NOTE CLAIMS). Classification: Class 4A shall consist of all Senior Note Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 4A Claim who is the beneficial holder of such Class 4A Claim agrees to receive other, less favorable treatment, on or as soon as reasonably practicable after the Initial Distribution Date and each Quarterly Distribution Date thereafter, each Holder of an Allowed Class 4A Claim who is the beneficial holder of such Class 4A Claim shall receive on account of such Allowed Claim its Ratable share of the proceeds of the General Distribution Trust on the Effective Date All Senior Notes shall be deemed canceled. -35- Voting: Class 4A is an Impaired Class, and Holders of Allowed Class 4A Claims who are the beneficial holders of such Class 4A Claims are entitled to vote. Allowance. The Senior Note Claims shall be allowed in the aggregate amount of [__________________] (inclusive of all principal, premium, if any, and interest accrued and unpaid as of the Petition Date), and any and all other Claims for payment of any principal, premium, if any, and interest owing and unpaid in respect of such Notes shall be disallowed for Distribution (but not voting) purposes. 4.17 CLASS 4B (JUNIOR NOTE CLAIMS). Classification: Class 4B shall consist of all Junior Note Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 4B Claim who is the beneficial holder of such Class 4B Claim agrees to receive other, less favorable treatment, on or as soon as reasonably practicable after the Initial Distribution Date and each Quarterly Distribution Date thereafter, each Holder of an Allowed Class 4B Claim who is the beneficial holder of such Class 4B Claim shall receive on account of such Allowed Claim its Ratable share of the proceeds of the General Distribution Trust on the Effective Date. All Junior Notes shall be deemed canceled. Voting: Class 4B is an Impaired Class, and Holders of Allowed Class 4B Claims who are the beneficial holders of such Class 4B Claims are entitled to vote. Allowance. The Junior Note Claims shall be allowed in the aggregate amount of [__________________] (inclusive of all principal, premium, if any, and interest accrued and unpaid as of the Petition Date), and any and all other Claims for payment of any principal, premium, if any, and interest owing and unpaid in respect of such Notes shall be disallowed for Distribution (but not voting) purposes. 4.18 CLASS 4C (REMIC GUARANTEE CLAIMS). Classification: Class 4C shall consist of all REMIC Guarantee Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 4C Claim who is the beneficial holder of such Class 4C Claim agrees to receive other, less favorable treatment, on or as soon as reasonably practicable after the Initial Distribution Date and each Quarterly Distribution Date thereafter, each Holder of an Allowed Class 4C Claim who is the beneficial holder of such Class 4C Claim shall receive on account of such Allowed Claim its Ratable share of the proceeds of the General Distribution Trust on the Effective Date. All B-2 REMIC Guarantees and the Resecuritization Note Put Option shall be deemed canceled. The B-2 REMIC Certificates and the X REMIC Certificates shall be unaffected. Voting: Class 4C is an Impaired Class, and Holders of Allowed Class 4C Claims who are the beneficial holders of such Class 4C Claims are entitled to vote. Allowance. The REMIC Guarantee Claims shall be allowed in an aggregate amount and paid in a manner determined by a Final Order of the Bankruptcy Court allowing -36- such REMIC Guarantee Claims, and any and all other Claims for payment of any principal, premium, if any, and interest owing and unpaid in respect of such REMIC Guarantee Claims shall be disallowed for Distribution purposes. To the extent an order determining the amount of the Allowed REMIC Guarantee Claims is not a Final Order by the Effective Date, an amount equal to [________________] shall be reserved from the proceeds of the General Distribution Trust and paid out once a Final Order determining the Allowed REMIC Guarantee Claims is entered by the Bankruptcy Court. Distributions. Distributions shall be made to the REMIC Trustees and the Resecuritization Trustee, as applicable, who shall in turn make distributions to the beneficial holders of the B-Piece REMIC Certificates and the Resecuritization Note in accordance with the applicable REMIC Trust and Resecuritization Trust transaction documents and the Plan. NOTE: DUE TO CERTAIN NEGATIVE TAX CONSEQUENCES REGARDING DISTRIBUTIONS TO HOLDERS OF B-2 REMIC CERTIFICATES OF ACCOUNT OF THEIR STATUS AS HOLDERS OF ALLOWED REMIC GUARANTEE CLAIMS, HOLDERS OF ALLOWED REMIC GUARANTEE CLAIMS ARISING FROM THE B-2 REMIC GUARANTEES MAY BE REQUIRED TO TENDER THE UNDERLYING B-PIECE REMIC CERTIFICATE, AND THEREBY ASSIGN ANY FUTURE PAYMENTS THEREUNDER, TO THE DEBTORS IN EXCHANGE FOR AN ALLOWED REMIC GUARANTEE CLAIM IN AN ALLOWED AMOUNT EQUAL TO THE FACE AMOUNT OF THE B-PIECE REMIC CERTIFICATE PLUS ALLOWED INTEREST. THIS WOULD RESULT A SLIGHTLY DILUTED RECOVERY TO HOLDERS OF ALLOWED CLAIMS IN CLASS 4A, CLASS 4B, CLASS 4D AND CLASS 4E. 4.19 CLASS 4D (LITIGATION CLAIMS). Classification: Class 4D shall consist of all Litigation Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 4D Claim agrees to receive other, less favorable treatment, on or as soon as reasonably practicable after the Initial Distribution Date and each Quarterly Distribution Date thereafter, each Holder of an Allowed Class 4D Claim shall receive on account of such Allowed Claim its Ratable share of the proceeds of the General Distribution Trust on the Effective Date. Voting: Class 4D is an Impaired Class, and Holders of Allowed Class 4D Claims are entitled to vote. Allowance. The Litigation Claims shall be allowed in the aggregate amount of [__________________], and any and all other Claims for payment of any principal, premium, if any, and interest owing and unpaid in respect of such Other Unsecured Claims shall be disallowed for Distribution (but not voting) purposes. 4.20 CLASS 4E (OTHER UNSECURED CLAIMS). Classification: Class 4E shall consist of all Other Unsecured Claims. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 4E Claim agrees to receive other, less favorable treatment, on or as soon as reasonably practicable after the Initial Distribution Date and each Quarterly Distribution Date thereafter, -37- each Holder of an Allowed Class 4E Claim shall receive on account of such Allowed Claim its Ratable share of the proceeds of the General Distribution Trust on the Effective Date. Voting: Class 4E is an Impaired Class, and Holders of Allowed Class 4E Claims are entitled to vote. Allowance. The Other Unsecured Claims shall be allowed in the aggregate amount of [__________________], and any and all other Claims for payment of any principal, premium, if any, and interest owing and unpaid in respect of such Other Unsecured Claims shall be disallowed for Distribution (but not voting) purposes. 4.21 CLASS 5 (INTERCOMPANY CLAIMS). Classification: Class 5 shall consist of all Intercompany Claims. Treatment: In connection with, and as a result of, the substantive consolidation of the Debtors' Estates and Chapter 11 Cases into the Reorganized Debtors, on the Confirmation Date or such other date as may be set by the Substantive Consolidation Order, but subject to the occurrence of the Effective Date, all Intercompany Claims shall be (i) released, (ii) contributed to capital, (iii) dividended or (iv) remain unimpaired, depending on the tax consequences, and Holders of Intercompany Claims shall not be entitled to, and shall not, receive or retain any property or interest in property on account of such Claims, except to the extent potential tax consequences otherwise dictate. Voting: Class 5 is an Impaired Class of Insiders under the Bankruptcy Code and Holders of Interests in Class 5 shall be conclusively deemed to have rejected the Plan. 4.22 CLASS 6A (NON-DEBTOR-HELD INTERESTS). Classification: Class 6 shall consist of all Non-Debtor-Held Interests. Treatment: Subject to the terms herein and unless the Holder of an Allowed Class 6A Claim agrees to receive other, less favorable treatment, on or as soon as reasonably practicable after the Initial Distribution Date and each Quarterly Distribution Date thereafter, each Holder of an Allowed Class 6A Claim in Oakwood WHO VOTES IN FAVOR OF THIS PLAN shall receive its Ratable share of (a) the New Warrants for the New Common Stock of the [New Holdco] paid from the General Distribution Trust if eligible under section 1129(b)(2)(B)(ii) of the Bankruptcy Code or (b) the Equity Compensation, if available. All Interests in Oakwood shall be deemed canceled. If the Distributions for all Allowed Claims in Class 4A, Class 4B, Class 4C, Class 4D and Class 4E from the General Distribution Trust result in 100% recovery for such Holders prior to the earlier of the exercise or expiration of the New Warrants, the Holders of New Warrants shall receive a Distribution, with such Distribution being an amount up to the value of the New Warrants as determined in the agreement concerning the New Warrants. Voting: Class 6A is an Impaired Class, and all Holders of Allowed Class 6A Claims are entitled to vote. -38- Allowance. The Class 6A Claims shall be allowed in the aggregate amount of [__________________]. 4.23 CLASS 6B (DEBTOR-HELD INTERESTS). Classification: Class 6B shall consist of all Debtor-Held Interests in any Debtor. Treatment: In connection with, and as a result of, the substantive consolidation of the Debtors' Estates and Chapter 11 Cases into the Reorganized Debtors, on the Confirmation Date or such other date as may be set by the Substantive Consolidation Order, but subject to the occurrence of the Effective Date, all Debtor Holders of an Allowed Class 6B Claim in any of the Debtors shall either (i) retain such Debtor-Held Interest, in which case the Debtor Holding an Interest in an Affiliate Debtor shall continue to hold such Debtor-Held Interest or (ii) receive new equity in the appropriate Reorganized Debtor upon the cancellation of the old equity. Voting: Class 6B is an Impaired Class of Insiders under the Bankruptcy Code and Holders of Debtor-Held Interests in Class 6B shall be conclusively deemed to have rejected the Plan. ARTICLE V. CONDITIONS PRECEDENT 5.1 CONDITIONS TO CONFIRMATION. It is a condition to confirmation of the Plan that the Confirmation Order that is entered: (a) is in a form and substance satisfactory to the Debtors in their sole discretion, subject to Section 6.17 of the Plan; and (b) includes provisions: (i) authorizing the Reorganized Debtors to adopt and file their respective Amended and Restated Certificates of Incorporation and Amended and Restated Bylaws, if necessary; (ii) authorizing the satisfaction in full of all Administrative Claims arising from the Final DIP Agreement; (iii) authorizing the issuance of the New Common Stock and New Warrants, if necessary, and delivery of the same to the Disbursing Agent; (iv) authorizing and directing the creation of the General Distribution Trust, the Administrative/Priority Claims Reserve, the Convenience Class Reserve and the Fee Claims Reserve and their funding in accordance with the Plan for eventual delivery to Holders of certain Allowed Claims; -39- (v) authorizing all of the other transactions contemplated by the Plan in order to effectuate the Plan; (vi) exempting the New Common Stock and New Warrants, if necessary, from registration under the Securities Act and state and local laws pursuant to Section 1145; and (vii) making the provisions of the Confirmation Order non-severable and mutually dependent. 5.2 CONDITIONS TO CONSUMMATION. The Debtors intend to request that the Confirmation Order include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e), the Confirmation Order shall take effect immediately upon its entry and shall be a Final Order. Notwithstanding the foregoing, the Plan may not be consummated, and the Effective Date shall not occur, unless and until each of the conditions set forth below is satisfied or waived by the Debtors in their sole discretion (if and to the extent permitted by Section 5.3 of this Plan, subject to Section 6.17 of this Plan): (a) the Debtors shall have sufficient Cash on hand (or investments projected by the Debtors to provide timely Cash) to make timely Distributions of Cash required hereunder; (b) the Confirmation Order shall be a Final Order; and (c) the Debtors designate the date of the Effective Date, by written notice to (i) the Creditors' Committee, (ii) the United States Trustee, (iii) Greenwich and (iv) all parties that have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. 5.3 WAIVER OF CONDITIONS. The Debtors may waive, in their sole and absolute discretion, any condition set forth in this Article V at any time, without notice, without leave of or order of the Bankruptcy Court, and without any formal action other than proceeding to consummate the Plan, subject to Section 6.17 of the Plan. 5.4 EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO CONSUMMATION. If each of the conditions to consummation and the occurrence of the Effective Date has not been satisfied or duly waived by the Debtor in their sole and absolute discretion, on or before the first Business Day that is more than ninety (90) days after the Confirmation Date, or such later date as shall be agreed by the Debtors and the Creditors' Committee, the Debtors may schedule a status hearing with the Bankruptcy Court. If the Confirmation Order is ultimately vacated, the Plan shall be null and void in all respects, and nothing contained in the Plan shall constitute an admission, a waiver or release of any Claims against or Interests in any of the Debtors. -40- ARTICLE VI. IMPLEMENTATION In addition to the provisions set forth elsewhere in the Plan, the following shall constitute the means of execution and implementation of the Plan. 6.1 VESTING OF ASSETS IN THE REORGANIZED DEBTORS. Pursuant to section 1141(b) of the Bankruptcy Code, except as otherwise provided in the Plan, property of the Estates and of the Debtors shall revest in the Reorganized Debtors as restructured by this Plan on the Effective Date of the Plan. From and after the Effective Date, the Reorganized Debtors may operate their businesses and use, acquire, and dispose of property without supervision or approval of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the guidelines and requirements of the United States Trustee, other than those restrictions expressly imposed by the Plan or the Confirmation Order. As of the Effective Date, all property of the Debtors and the Reorganized Debtors shall be free and clear of all Claims, Liens and interests, except as specifically provided in the Plan or in the Confirmation Order. 6.2 RETENTION OF ACTIONS AND DEFENSES BY THE REORGANIZED DEBTORS. All Causes of Action, including Avoidance Actions, shall be and hereby are preserved. Prosecution and settlement of such Causes of Action, including Avoidance Actions, shall be the sole responsibility of the Reorganized Debtors or the Disbursing Agent, pursuant to this Plan, and the Confirmation Order, and the Reorganized Debtors or the Disbursing Agent, as the case may be, shall pursue those Causes of Action, including Avoidance Actions, as appropriate, in accordance with their respective judgment, of what is in the best interests, and for the benefit of the Creditors and of the Estates. 6.3 FUNDING OF THE EXIT FACILITY. The principal terms and conditions of the Exit Facility shall be as customary for similar financings, subject to Section 6.17 of this Plan. 6.4 CANCELLATION OF SECURITIES AND AGREEMENTS. On the Effective Date, all Junior Notes, Senior Notes, B-2 REMIC Guarantees, Resecuritization Note Put Option and Interests, and all documentation related thereto and all obligations of the Debtors under or in respect of any of the foregoing shall be cancelled and any rights thereunder terminated; provided, however, that (i) except as expressly set forth in the Plan or Confirmation Order, nothing contained in this Plan shall affect the obligations of the REMIC Trustee and the Resecuritization Trust under the applicable REMIC Trust and the Resecuritization Trust documents or impair, amend, or adversely affect the REMIC Trusts and the Resecuritization Trust and the rights of each REMIC Trustee and the Resecuritization Trustee thereunder relating to the B-Piece REMIC Certificates or the X REMIC Certificates, and (ii) the Senior Indenture and Junior Indenture shall continue in effect for purposes of permitting the Senior Indenture Trustee and the Junior Indenture Trustee to (x) make distributions pursuant -41- to the Plan and to perform such necessary functions with respect thereto and (xx) maintain and assert any rights or liens for reasonable fees, costs and expenses against Holders of the Senior Notes and the Junior Notes under the Senior Indenture and the Junior Indenture, respectively. Neither Oakwood, the other Debtors, nor the Disbursing Agent shall have any obligation to recognize any transfer of the B-2 REMIC Guarantees, the Resecuritization Note, the Junior Notes, the Senior Notes or the Interests occurring after the Effective Date. 6.5 AMENDED AND RESTATED CERTIFICATES OF INCORPORATION. The Reorganized Debtors shall file their Amended and Restated Certificates of Incorporation with the offices of the Secretary of State of the state that governs their respective entities in accordance with the respective state law. Each Amended and Restated Certificate of Incorporation will, among other things, provide for the prohibition of the issuance of non-voting equity securities to the extent required by section 1123(a) of the Bankruptcy Code, and with respect to [New Holdco], authorize 20,000,000 shares of New Common Stock. After the Effective Date, the Reorganized Debtors may amend and restate their Amended Certificates of Incorporation and other constituent documents as permitted by applicable law. 6.6 AMENDED AND RESTATED BYLAWS. The Reorganized Debtors shall adopt and effect the Amended and Restated Bylaws. 6.7 NEW SECURITIES. On the Effective Date, [New Holdco] shall issue, in accordance with the provisions of this Plan, the New Common Stock and the New Warrants, and, to the extent required, transfer the New Common Stock and the New Warrants to the General Distribution Trust. 6.8 DIRECTORS. Upon the Effective Date, the operation of each of the Reorganized Debtors shall become the general responsibility of their respective boards of directors (or their equivalents) who shall, thereafter, have the responsibility for the management, control and operation of each of the Reorganized Debtors. The initial Board of Directors for Reorganized Oakwood shall be comprised of seven (7) directors designated by the Creditors' Committee, which such designations shall be included by the Debtors in the Plan Supplement, prior to the Effective Date. If the Creditors' Committee does not so designate an initial Board of Directors, or designates an incomplete initial Board of Directors, the existing members of the Board of Directors of the Debtors, before the Confirmation Hearing, shall so designate those remaining undesignated directorships. The initial boards of directors of the subsidiary Reorganized Debtors shall be the same as that of Reorganized Oakwood unless otherwise designated by the Board of Directors of Reorganized Oakwood. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the names of each of the director nominees shall be disclosed prior to the entry of any Confirmation Order. All such directors shall be deemed elected, and those directors not continuing in office shall be deemed removed therefrom, effective on the Effective Date, pursuant to the Confirmation Order. Such directors' tenure and the manner of selection of new directors shall be initially as provided -42- in the Amended and Restated Certificates of Incorporation and the Amended and Restated Bylaws. 6.9 OFFICERS. On the Effective Date, the existing officers of each of the Debtors shall be retained and shall remain as officers of the Reorganized Debtors and shall continue to serve until such time as they may resign, be removed or be replaced by the board of directors of each of the Reorganized Debtors. 6.10 EMPLOYMENT CONTRACTS. From and after the Effective Date, the Reorganized Debtors may enter into employment contracts with their respective officers, agents or employees. 6.11 CORPORATE ACTION. The adoption of the Amended and Restated Certificates of Incorporation, the Amended and Restated Bylaws, the selection of directors and officers for the Reorganized Debtors, the issuance and distribution of the New Common Stock and New Warrants, the execution and delivery of any contract, instrument, release, document or agreement, and any the other matter provided for under the Plan involving the corporate action to be taken by or required of any of the Reorganized Debtors shall be deemed to have occurred and be effective as provided herein, and shall be authorized and approved in all respects without any requirement of further action by stockholders or directors of any of the Debtors or Reorganized Debtors. 6.12 OTHER DOCUMENTS AND ACTIONS. The Debtors and the Reorganized Debtors may execute such documents and take such other action as is necessary to effectuate the transactions provided for in the Plan. 6.13 TREATMENT OF NEW COMMON STOCK AND NEW WARRANTS. The shares of New Common Stock, and New Warrants, if necessary, issued pursuant to the Plan shall be issued pursuant to the exemption from securities registration contained in section 1145 of the Bankruptcy Code. 6.14 TERMINATION OF THE FINAL DIP AGREEMENT. Subject to the payment in full of all amounts owed under the Final DIP Agreement or other such treatment as agreed to by the Debtors and Greenwich, on the Effective Date, the obligations arising under the Final DIP Agreement shall be deemed to have terminated. All amounts due and owing, if any, under the Final DIP Agreement shall be paid in full on the Effective Date as Allowed Administrative Claims, and all liens, mortgages and security interests granted under the Final DIP Agreement shall automatically be extinguished without the need for any filings or further actions under the state or federal laws, and all authorities shall be authorized to accept the Confirmation Order and notice of Effective Date as a release or satisfaction of all such liens, mortgages and security interests. -43- 6.15 FUNDING OF THE PLAN. The Distributions to be made pursuant to the Plan will be available from (a) funds realized in connection with past operations of the Debtors and their non-debtor affiliates, (b) existing Cash assets of the Debtors including the Net Proceeds, (c) the liquidation of certain non-Cash assets of the Debtors, (d) the Exit Facility, the New Common Stock and the New Warrants. To the extent not otherwise provided for herein or ordered by the Bankruptcy Court, the Debtors, the Disbursing Agent or the Reorganized Debtors shall estimate appropriate reserves of Cash, New Common Stock and New Warrants, if necessary, to be set aside in order to pay or reserve for the payment of actual expenses and liabilities of the Estates after the Effective Date and expenses which accrued prior to the Effective Date, including Fee Claims, Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims and Secured Claims, with such reserves being paid into the General Distribution Trust, the Administrative/Priority Claims Reserve, the Convenience Class Reserve and/or the Fee Claims Reserve, as appropriate. 6.16 SUBSTANTIVE CONSOLIDATION. (a) EFFECT OF SUBSTANTIVE CONSOLIDATION. The Plan contemplates and is conditioned upon entry of the Substantive Consolidation Order, which shall effect the substantive consolidation of the Chapter 11 Cases into a single Chapter 11 Case solely for the purposes of all actions associated with confirmation and consummation of the Plan. On the Confirmation Date or such other date as may be set by a Final Order of the Bankruptcy Court, but subject to the occurrence of the Effective Date: (i) all Intercompany Claims shall be eliminated; (ii) all assets and liabilities of the Debtors shall be merged or treated as though they were merged for purposes of distribution; (iii) all prepetition and postpetition cross-corporate guarantees of the Debtors shall be eliminated; (iv) all Claims based upon guarantees of collection, payment or performance made by one or more Debtors as to the obligations of another Debtor or of any other Person shall be discharged, released and of no further force and effect; (v) any obligation of any Debtor and all guarantees thereof executed by one or more of the Debtors shall be deemed to be one obligation of the Estate; (vi) any Claims filed or to be filed in connection with any such obligation and such guarantees shall be deemed one Claim against the Estate; and (vii) each and every Claim filed in the individual Chapter 11 Case of any of the Debtors shall be deemed filed against the Estate in the consolidated Chapter 11 Cases and shall be deemed a single obligation of the Estate under the Plan on and after the Confirmation Date. (b) ORDER GRANTING SUBSTANTIVE CONSOLIDATION. Unless substantive consolidation has been approved by a prior order of the Bankruptcy Court, this Plan shall serve as a motion seeking entry of an order substantively consolidating the Chapter 11 Cases. Unless an objection to substantive consolidation is made in writing by any creditor affected by the Plan as herein provided on or before the Ballot Deadline, or such other date as may be fixed by the Bankruptcy Court, the Substantive Consolidation Order (which may be the Confirmation Order) may be entered by the Bankruptcy Court. In the event any such -44- objections are timely filed, a hearing with respect thereto shall be scheduled by the Bankruptcy Court, which hearing may, but need not, coincide with the Confirmation Hearing. 6.17 CREDITORS' COMMITTEE CONTROL OVER PLAN PROVISIONS. If the Creditors' Committee becomes a co-proponent of this Plan, or a Plan not materially different from this Plan, or makes a formal statement in support of this Plan, or a Plan not materially different from this Plan, urging Holders of Unsecured Claims to vote in favor of this Plan, or a Plan not materially different from this Plan, then: (a) it shall be a condition to confirmation of the Plan that the Confirmation Order that is entered is in a form and substance satisfactory to the Creditors' Committee as well as to the Debtors under Section 5.2 of the Plan; (b) the Debtors must obtain the consent of the Creditors' Committee as to the principal terms and conditions of any Exit Facility; (c) the Debtors must obtain the consent of the Creditors' Committee to waive, as set forth in Section 5.3 of the Plan, any condition to consummation set forth in Article V; (d) the Debtors must obtain the consent of the Creditors' Committee to make any amendments under Section 11.2 of the Plan; and (e) the Debtors must obtain the consent of the Creditors' Committee as to the form of the material documents in the Plan Supplement under Section 11.6 of the Plan. 6.18 DISSOLUTION OF THE CREDITORS' COMMITTEE. The Creditors' Committee shall continue in existence until the Effective Date to exercise those powers and perform those duties specified in section 1103 of the Bankruptcy Code and shall perform such other duties as it may have been assigned by the Bankruptcy Court prior to the Effective Date. On the Effective Date, the Creditors' Committee shall be dissolved and its members shall be deemed released of any continuing duties, responsibilities and obligations in connection with the Chapter 11 Cases or the Plan and its implementation, and the retention and employment of the Creditors' Committee's attorneys, accountants and other agents shall terminate, except with respect to (i) all Fee Claims and (ii) any appeals of the Confirmation Order. All expenses of Creditors' Committee members and the fees and expenses of their professionals through the Effective Date which are Allowed Claims shall be paid in accordance with the terms and conditions of the Fee Order and this Plan. Counsel to the Creditors' Committee shall be entitled to reasonable compensation and reimbursement of actual, necessary expenses for post-Confirmation Date activities authorized hereunder upon the submission of invoices to the Reorganized Debtors. -45- ARTICLE VII. EFFECTS OF PLAN CONFIRMATION 7.1 DISCHARGE. Except as otherwise expressly provided in the Plan or Confirmation Order, as of the Effective Date, the Debtors and the Reorganized Debtors shall be discharged forthwith from, and the Confirmation Order shall operate as an injunction against, the commencement or continuation of an action, the employment of process, or an act to collect, recover or offset, any Claim, Interest and any other "debt" (as that term is defined in section 101(12) of the Bankruptcy Code) from or against the Debtors or the Reorganized Debtors, and the Debtors' and the Reorganized Debtors' liability in respect thereof shall be extinguished completely, whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, or arising from any agreement of the Debtors entered into or obligation of any kind of the Debtors incurred before the Confirmation Date, or from any conduct of the Debtors occurring prior to the Confirmation Date or that otherwise arose before the Confirmation Date (including, without limitation, all interest, if any, on any such debts, whether such interest accrued before or after the date of commencement of the applicable Chapter 11 Case), and the Debtors and the Reorganized Debtors shall be released and discharged from any liability of a kind specified in section 502(g), 502(h) and 502(i) of the Bankruptcy Code, whether or not a proof of claim is filed or deemed filed under section 501 of the Bankruptcy Code, such Claim is allowed under section 502 of the Bankruptcy Code, or the Holder of such Claim has accepted the Plan. 7.2 RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS. Nothing contained in the Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any Causes of Action, including Avoidance Actions, that the Debtors, the Reorganized Debtors or Disbursing Agent may have currently or which the Reorganized Debtors or Disbursing Agent may choose to assert on behalf of their Estates under any provision of the Bankruptcy Code or any similar applicable non-bankruptcy law, all of which are expressly reserved by the Plan. Nothing contained in the Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any Causes of Action, including Avoidance Actions, which the Debtors had immediately prior to the Petition Date, against or with respect to any Claim left unaltered or Unimpaired by the Plan. The Reorganized Debtors or Disbursing Agent shall have, retain, reserve and be entitled to assert all such Causes of Action which they had immediately prior to the Petition Date fully as if the Chapter 11 Case had not been commenced; and all of the Reorganized Debtors' or Disbursing Agent's legal and equitable rights respecting any Claim left unaltered or Unimpaired by the Plan may be asserted after the Confirmation Date to the same extent as if the Chapter 11 Cases had not been commenced. -46- 7.3 POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS OR INTERESTS. Outstanding notes, stock certificates, and other instruments evidencing Claims against or Interests in the Debtors shall, effective upon the Effective Date, represent only the right to participate in the Distributions, if any, contemplated by the Plan to the extent that such Claim or Interest Allowed under the Plan. As described in Article IV, above, such instruments shall be deemed cancelled. 7.4 LIMITED RELEASES BY HOLDERS. Except as otherwise expressly provided in the Plan, on the Effective Date, in consideration for, or as part of, the treatment accorded to the Holders of Claims and Interests under the Plan, each Holder of a Claim or Interest shall be deemed to (a) have released the Released Parties from any and all causes of action and claims, in law or in equity, whether based on tort, fraud, contract or otherwise, which they individually or collectively theretofore or thereafter possessed or may possess and (b) have agreed, pursuant to section 1123(a)(4) of the Bankruptcy Code, to the treatment received as a member of their Class under the Plan. 7.5 LIMITED RELEASES BY DEBTORS. As of the Effective Date, the Debtors shall be deemed to have waived and released the Released Parties from any and all Causes of Action, including Avoidance Actions, of the Debtors (including Claims which the Debtors otherwise have legal power to assert, compromise or settle in connection their Chapter 11 Cases) arising on or prior to the Effective Date; provided, however, that this provision shall not operate as a waiver or release of any Claim (a) in respect to any loan, advance or similar payment by the Debtors to any Released Party, (b) in respect of any contractual obligation owed by such Released Party to any of the Debtors, or (c) or to the extent based upon or attributable to such Released Party gaining in fact a personal profit to which such Released Party was not legally entitled, including, without limitation, profits made from the purchase or sale of equity securities of Oakwood which are recoverable by Oakwood pursuant to section 16(b) of the Securities Exchange Act of 1934, as amended. 7.6 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided, all injunctions or stays provided for in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or otherwise in effect on the Confirmation Date shall remain in full force and effect until the Effective Date. 7.7 EXCULPATION. The Released Parties and the Senior Indenture Trustee, the Junior Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee, and, to the extent they served or were employed during or in furtherance of the Chapter 11 Cases, each of their respective current and former members, partners, officers, directors, employees, advisors, professionals, affiliates or agents, shall neither have nor incur any liability, in any form, to any Holder of a Claim or Interest, or a governmental entity on behalf of a Holder of a Claim or Interest, for any act or omission in connection with or arising out of their involvement in the filing and conduct of the Chapter 11 Cases, including the payment or partial payment of Claims -47- arising prior to the Petition Date, the solicitation of votes for acceptance or rejection of the Plan, the pursuit of confirmation and consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan except for any liabilities which may arise under the statutes or regulations administered by the Securities and Exchange Commission or from any willful misconduct, and, in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan and applicable law. 7.8 INJUNCTION. THE CONFIRMATION ORDER SHALL PROVIDE, AMONG OTHER THINGS, THAT ALL PERSONS WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS AGAINST OR INTERESTS IN ANY OF THE DEBTORS ARE, WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS, PERMANENTLY ENJOINED FROM AND AFTER THE CONFIRMATION DATE FROM TAKING ANY OF THE FOLLOWING ACTIONS (OTHER THAN ACTIONS TO ENFORCE ANY RIGHTS OR OBLIGATIONS UNDER THE PLAN): (a) COMMENCING, CONDUCTING OR CONTINUING IN ANY MANNER, DIRECTLY OR INDIRECTLY, ANY SUIT, ACTION OR OTHER PROCEEDING OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING IN A JUDICIAL, ARBITRAL, ADMINISTRATIVE OR OTHER FORUM) AGAINST OR AFFECTING THE DEBTORS, THE ESTATES, THE REORGANIZED DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR PROPERTY, INCLUDING SELF-INSURANCE POLICIES; (b) ENFORCING, LEVYING, ATTACHING (INCLUDING, WITHOUT LIMITATION, ANY PRE-JUDGMENT ATTACHMENT), COLLECTING OR OTHERWISE RECOVERING BY ANY MANNER OR MEANS, WHETHER DIRECTLY OR INDIRECTLY, ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST THE DEBTORS, THE ESTATES, THE REORGANIZED DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR PROPERTY; (c) CREATING, PERFECTING OR OTHERWISE ENFORCING IN ANY MANNER, DIRECTLY OR INDIRECTLY, ANY ENCUMBRANCE OF ANY KIND AGAINST THE DEBTORS, THE ESTATES, THE REORGANIZED DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR PROPERTY; (d) ASSERTING ANY RIGHT OF SETOFF, DIRECTLY OR INDIRECTLY, AGAINST ANY OBLIGATION DUE THE DEBTORS, THE ESTATES, THE REORGANIZED DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR PROPERTY, EXCEPT AS CONTEMPLATED OR ALLOWED BY THE PLAN; (e) ACTING OR PROCEEDING IN ANY MANNER, IN ANY PLACE WHATSOEVER, THAT DOES NOT CONFORM TO OR COMPLY WITH THE PROVISIONS OF THE PLAN; AND (f) PROSECUTING OR OTHERWISE ASSERTING ANY RIGHT, CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE PLAN. 7.9 WAIVER OF CERTAIN CLAIMS. Subject to Section 6.4 of the Plan, but subject to the occurrence of the Initial Distribution Date, and except as otherwise expressly provided in the Confirmation Order or herein, all Holders of Junior Note Claims, Senior Note Claims and REMIC Guarantee Claims and Junior Indenture Trustees, the Senior Indenture Trustees, the REMIC Trustees and the Resecuritization Trustee shall be deemed, by virtue of their receipt of Distributions and/or other treatment contemplated under the Plan, to have forever covenanted with each other to waive, release and not to assert, sue, or otherwise seek any recovery from each other or the Released Parties, whether for tort, contract, violations of federal or state securities laws, or otherwise, based upon any claim, right or cause of action related to the construction and enforcement of the Junior Indenture, the Senior Indenture or any obligations under the B-2 REMIC Guarantees and the Resecuritization Note Put Option or any alleged priority or subordination in respect of Distributions received on account of Junior Note Claims, Senior Note Claims or REMIC Guarantee Claims. -48- 7.10 RELEASE OF LIENS AND PERFECTION OF LIENS. Except as otherwise specifically provided in the Plan or in any agreement, instrument or document created in connection with the Plan: (a) each Holder of (i) a Secured Claim, (ii) a Claim that is purportedly secured and/or (iii) a judgment, personal property or ad valorem tax, mechanics' or similar Lien Claim, in each case regardless of whether such Claim is an Allowed Claim, shall, on or immediately before the Effective Date and regardless of whether such Claim has been scheduled or proof of such Claim has been filed: (1) turn over and release to the Estates, the Reorganized Debtors, the General Distribution Trust or the Disbursing Agent, as the case may be, any and all property of the Debtors or the Estates that secures or purportedly secures such Claim, or such Lien and/or Claim which shall automatically, and without further action by the Debtors, the Estates, the Reorganized Debtors, the General Distribution Trust or the Disbursing Agent, be deemed released; and (2) execute such documents and instruments as the Disbursing Agent or the Reorganized Debtors require(s) to evidence such Claim Holder's release of such property or Lien, and if such Holder violates the Confirmation Order by refusing to execute appropriate documents or instruments, the Disbursing Agent or the Reorganized Debtors may, in its or their discretion, file a copy of the Confirmation Order which shall serve to release any Claim Holder's rights in such property; and (b) on the Effective Date, all right, title and interest in such property shall revert to the Reorganized Debtors or the Estates, to be transferred to the Reorganized Debtors, the General Distribution Trust or Disbursing Agent, free and clear of all Claims and Interests, including, without limitation, Liens, escrows, charges, pledges, encumbrances and/or security interests of any kind. Without limiting the automatic release provisions of the immediately preceding paragraph: (a) no Distribution hereunder shall be made to or on behalf of any Claim Holder unless and until such Holder executes and delivers to the Debtors, the Estates, the Reorganized Debtors, the General Distribution Trust or the Disbursing Agent (as applicable) such release of Liens or otherwise turns over and releases such Cash, pledge or other possessory Liens; (b) such Holder that fails to execute and deliver such release of Liens within ninety (90) days after the Effective Date shall be deemed to have no Claim against the Debtors, the Estates, the Reorganized Debtors, the General Distribution Trust or the Disbursing Agent or their assets or property in respect of such Claim and shall not participate in any Distribution hereunder; and (c) the Debtors, the Reorganized Debtors or the Disbursing Agent (as appropriate), who shall be deemed to be appointed as attorney-in-fact for all such Holders of Lien Claims for the purpose of releasing such Liens, shall be authorized to use, and all authorities shall be required to accept, the Conformation Order and the notice of Effective Date as satisfaction of all Liens. 7.11 INSURANCE PRESERVATION. Nothing in the Plan, including any releases, shall diminish or impair the Debtors' ability to enforce any insurance policies or other policies of insurance that may cover insurance Claims or other Claims against the Debtor or any other Person. -49- ARTICLE VIII. GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND INTERESTS AND DISTRIBUTIONS UNDER THE PLAN 8.1 DISTRIBUTIONS. Except as otherwise provided in the Plan, initially, property to be distributed under the Plan (a) to Holders of Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims, Secured Claims and Convenience Claims, shall be distributed on the date that is the later of (i) the Effective Date (or as soon thereafter as reasonably practicable) and (ii) the date (or as soon thereafter as is reasonably practicable) such Claims become Allowed Claims or otherwise become payable under the Plan; (b) with respect to Holders of Fee Claims, shall be distributed on the date (or as soon thereafter as reasonably practicable) that such Claims are allowed by Final Order of the Bankruptcy Court; and (c) with respect to Holders of Junior Note Claims, Senior Note Claims, REMIC Guarantee Claims, Litigation Claims, Other Unsecured Claims or the Interests (subject to the priority scheme set forth in the Plan), shall be distributed on the date as soon as reasonably practicable after the Effective Date. Subsequently, property to be distributed under the Plan shall be distributed on the first Business Day that is ninety (90) days after the immediately preceding Distribution Date for a particular Class of Claims. Notwithstanding any other provision of the Plan, there shall be no more than one Distribution Date each fiscal quarter for all Allowed Claims that results in Distributions. With respect to Secured Claims, occurrence of the Distribution Date shall be subject, if applicable, to Estates' receipt of the Net Proceeds of the sale of the relevant collateral, if applicable. All Distributions of Cash, New Common Stock and New Warrants, if applicable, will be made by the Disbursing Agent from the General Distribution Trust, the Administrative/Priority Claims Reserve, the Convenience Class Reserve or the Fee Claims Reserve. 8.2 DISTRIBUTIONS TO CLASSES 4A, 4B AND 4C. Distributions for the benefit of beneficial holders of Senior Notes, Junior Notes, B-2 REMIC Guarantees and the Resecuritization Note shall be made to the Senior Indenture Trustee, the Junior Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee, as applicable. The Senior Indenture Trustee, the Junior Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee shall, in turn, promptly administer the Distributions to the beneficial Holders of Allowed Claims in Classes 4A, 4B and 4C, as applicable, in accordance with the Plan and applicable transaction documents. None of the Senior Indenture Trustee, the Junior Indenture Trustee, the individual REMIC Trustees and the Resecuritization Trustee shall be required to give any bond or surety or other security for the performance of their duties unless otherwise ordered by the Bankruptcy Court; and in the event that such parties are so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be paid from the Distributions to the beneficial Holders of Senior Note Claims, Junior Note Claims and REMIC Guarantee Claims. Additionally, to the extent necessary to pay the Senior Indenture Trustee Charging Lien, the Junior Indenture Trustee Charging Lien, the Senior Indenture Trustee Prepetition Fees and Expenses, the Junior Indenture Trustee Prepetition Fees and Expenses, and any similar Charging Liens or Fees and Expenses of the REMIC Trustees or the Resecuritization Trustee, up to $500,000.00 in Cash will be paid to the Holders of -50- Senior Note Claims, Junior Note Claims and REMIC Guarantee Claims, in lieu of an identical value of New Common Stock (maintaining a Pro Rata Distribution to all Allowed Claims), in order to pay such charging liens, prepetition fees and prepetition expenses of such trustees. 8.3 TRANSMITTAL OF DISTRIBUTIONS AND NOTICES. Any property or notice which a Person is or becomes entitled to receive pursuant to the Plan may be delivered by regular mail, postage prepaid, in an envelope addressed to that Person's Distribution Address. Property distributed in accordance with this Section shall be deemed delivered to such Person regardless of whether such property is actually received by that Person. A Holder of a Claim or Interest may designate a different Distribution Address by notifying the Disbursing Agent of that address in writing. Any change of Distribution Address must be provided to the Disbursing Agent by registered mail in order to be effective. Such notification shall be effective only upon receipt. Distributions and Notices to the Holders of REMIC Guarantee Claims shall be delivered by regular mail, postage prepaid, in an envelope addressed to JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, NY 10004, Attn: James R. Lewis, Esq., Tel: (212) 623-6759, Fax: (212) 623-6165. 8.4 UNCLAIMED DISTRIBUTIONS. Unclaimed Property shall be forfeited by the Holder entitled thereto, whereupon all rights, titles and interests in and to the Unclaimed Property shall immediately and irrevocably revest in the Reorganized Debtors, the Holder of the Allowed Claim previously entitled to such Unclaimed Property shall cease to be entitled thereto, and such Unclaimed Property shall be retained by the Reorganized Debtors. A Claim and the Unclaimed Property distributed on account of such Claim shall not escheat to any federal, state or local government or other entity by reason of the failure of its Holder to claim a Distribution in respect of such Claim. 8.5 SETOFFS. The Debtors may, but shall not be required to, setoff against any Claim (for purposes of determining the allowed amount of such Claim on which distribution shall be made), any claims of any nature whatsoever that the Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such claim the Debtors may have against such claimant. 8.6 WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION. Any federal, state or local withholding taxes or other amounts required to be withheld under applicable law shall be deducted from Distributions hereunder. All Persons holding Claims shall be required to provide any information necessary to effect the withholding of such taxes. In addition, all Distributions under the Plan shall be net of the actual and reasonable costs of making such Distributions. -51- 8.7 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST. To the extent that any Allowed Claim entitled to a Distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such Distribution shall, for federal income tax purposes, be allocated to the principal amount of the Claim first and then, to the extent the consideration exceeds the principal amount of the Claim, to the portion of such Claim representing accrued but unpaid interest. 8.8 DISPUTED IDENTITY OF HOLDER. If any dispute arises as to the identity of a Holder of an Allowed Claim who is to receive any Distribution, the Disbursing Agent may, in lieu of making such Distribution to such Person, make such Distribution into an escrow account until the disposition thereof shall be determined by the Bankruptcy Court order or by written agreement among the interested parties to such dispute; provided, however, that if the dispute remains unresolved by Final Order for more than ninety (90) days after the relevant Distribution Date, the property which is the subject of the dispute shall irrevocably become Unclaimed Property. 8.9 TRANSFERS OF CLAIMS. As of the close of business on the Confirmation Date, the various transfer registers for each of the Classes of Claims or Interests as maintained by the Debtors, or their respective agents, shall be deemed closed, and there shall be no further changes in the Holders of record of any of the Claims or Interests. No party, including but not limited to the Debtors, the Reorganized Debtors, and the Disbursing Agent, shall have any obligation to recognize any transfer of the Claims or Interests occurring on or after the Record Date unless notice of the transfer of such Claim or Interest, in form and substance satisfactory to the Debtors or the Disbursing Agent, as appropriate, shall have been received by the Debtors or the Disbursing Agent, as appropriate, prior to the Record Date. Only those Holders of record stated on the transfer ledgers as of the close of business on the Record Date, to the extent applicable, shall be entitled to be recognized for all purposes hereunder. 8.10 METHOD OF CASH DISTRIBUTIONS. Any Cash payment to be made by the Disbursing Agent pursuant to the Plan may be made, at the sole discretion of the Disbursing Agent, by draft, check, wire transfer, or as otherwise required or provided in any relevant agreement or applicable law. Any payment or Distribution due on a day other than a Business Day shall be made, without interest, on the next Business Day. -52- 8.11 DE MINIMIS DISTRIBUTIONS AND FRACTIONAL SHARES. No Cash payment in an amount less than fifty dollars ($50.00) shall be made by the Reorganized Debtors or the Disbursing Agent to any Holder of a Claim or Interest unless a request therefor is made in writing to the Reorganized Debtors or the Disbursing Agent. No fractional shares of New Common Stock or New Warrants shall be distributed. Whenever any distribution of a fraction of a share of New Common Stock under the Plan would otherwise be called for, the actual distribution shall reflect a rounding down of such fraction to the nearest whole share. Whenever any distribution of a fraction of a New Warrant under the Plan would otherwise be called for, the actual distribution shall reflect a rounding down of such fraction to the nearest whole warrant. 8.12 NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM. Notwithstanding anything to the contrary herein, no Holder of an Allowed Claim shall receive in respect of such Claim any Distribution in excess of the allowed amount of such Claim. 8.13 EXEMPTION FROM CERTAIN TRANSFER TAXES. Pursuant to section 1146(c) of the Bankruptcy Code: (a) the issuance, transfer or exchange of any securities, instruments or documents; (b) the creation or release of any other Lien, mortgage, deed of trust or other security interest; or (c) the making or assignment of any lease or sublease or the making or delivery of any deed or other instrument of transfer under, pursuant to, in furtherance of or in connection with, the Plan or the sale of any assets of the Debtors or the Reorganized Debtors, including any deeds, releases, bills of sale or assignments executed in connection with the Plan or the Confirmation Order, shall not be subject to any stamp tax, transfer tax, intangible tax, recording fee, or similar tax, charge or expense to the fullest extent provided for under section 1146(c) of the Bankruptcy Code. All of the asset sales entered into by the Debtors during the Chapter 11 Cases and approved by the Bankruptcy Court pursuant to section 363 of the Bankruptcy Code were sales in contemplation of this Plan and, therefore, all such actions taken pursuant to such sales are entitled to the exemptions provided for under and to the fullest extent permitted by section 1146(c) of the Bankruptcy Code. ARTICLE IX. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 9.1 ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. On the Effective Date, and to the extent permitted by applicable law all executory contracts and unexpired leases of each of the Debtors shall be assumed in accordance with the provisions of section 365 and section 1123 of the Bankruptcy Code, excluding (a) any and all executory contracts or unexpired leases which are the subject of separate motions filed pursuant to section 365 of the Bankruptcy Code by the Debtors prior to the commencement of the Confirmation Hearing, (b) such contracts or leases as are listed on the Executory Contract -53- Schedule filed by the Debtors, which may be modified by the Debtors, Reorganized Debtors or Disbursing Agent up to ninety (90) days after the Effective Date, all of which contracts or leases shall be deemed rejected pursuant to the provisions of section 365 and section 1123 of the Bankruptcy Code as of the Effective Date, and (c) any and all executory contracts or unexpired leases rejected prior to entry of the Confirmation Order. Contracts or leases entered into after the Petition Date will be performed by the Reorganized Debtors in the ordinary course of their businesses. 9.2 BAR DATE FOR REJECTION DAMAGES. If the rejection of any executory contract or unexpired lease under the Plan gives rise to a Claim by the non-Debtor party or parties to such contract or lease, such Claim, to the extent that it is timely filed and is an Allowed Claim, shall be classified in Class 4E; provided, however, that the Unsecured Claim arising from such rejection shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Debtors, the Disbursing Agent, their successors or properties, unless a proof of such Claim is filed and served on the Disbursing Agent and the Claims Agent within thirty (30) days after the date of notice of the entry of the order of the Bankruptcy Court rejecting the executory contract or unexpired lease which may include, if applicable, the Confirmation Order. ARTICLE X. DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS 10.1 OBJECTIONS TO CLAIMS. The Debtors may object to the allowance of any Claim filed in the Chapter 11 Cases. From and after the Effective Date, the Reorganized Debtors or the Disbursing Agent, shall have the exclusive responsibility for reviewing and objecting to the allowance of Claims before the Claims Objection Deadline. All objections shall be litigated to a Final Order; provided, however, that the Debtors, the Reorganized Debtors or the Disbursing Agent, as the case may be, may compromise and settle any objections to Claims, subject to the provisions of this Article X without further order of the Bankruptcy Court. 10.2 ESTIMATION OF CLAIMS. The Debtors, the Reorganized Debtors, or the Disbursing Agent may, at any time, request that the Bankruptcy Court enter an Estimation Order fixing the value of, pursuant to section 502(c) of the Bankruptcy Code, any Disputed Claim, regardless of whether a Debtor has previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Disputed Claim at any time during litigation concerning any objection to any Disputed Claim, including during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court enters an Estimation Order estimating any Disputed Claim, the amount of such estimation will constitute either the allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors, the Reorganized Debtors or the Disbursing Agent may elect to -54- pursue any supplemental proceedings to object to any ultimate payment on such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and are not necessarily exclusive of one another. Claims may be estimated and thereafter resolved by any mechanism permitted under the Bankruptcy Code or the Plan. 10.3 AMENDMENTS TO CLAIMS. A Claim may be amended to increase or improve priority prior to the Confirmation Date only as agreed upon by the Debtors and the Holder of such Claim, or as otherwise permitted by the Bankruptcy Court, the Bankruptcy Rules or applicable law. After the Confirmation Date, a Claim may not be filed or amended without the authorization of the Bankruptcy Court and, even with such Bankruptcy Court authorization, may be amended by the Holder of such Claim solely to decrease, but not to increase, the amount or priority. Unless otherwise provided herein, any new or amended Claim filed after the Confirmation Date shall be deemed disallowed in full and expunged without any action by the Debtors, the Reorganized Debtors, the Disbursing Agent, or the Creditors' Committee, unless the Claim Holder has obtained prior Bankruptcy Court authorization for the filing. 10.4 AUTHORITY TO SETTLE DISPUTED CLAIMS. From and after the Effective Date, the Disbursing Agent shall be authorized with respect to those Claims or Interests which are not allowed by Final Order of the Bankruptcy Court, pursuant to Bankruptcy Rule 9019 and section 105(a) of the Bankruptcy Code, to compromise and settle Disputed Claims with a Disputed Amount in excess of $25,000.00, upon Bankruptcy Court approval of such settlement, which shall constitute sufficient notice in accordance with the Bankruptcy Code and the Bankruptcy Rules for compromise and settlement of claims. Notwithstanding any prior order of the Bankruptcy Court or the provisions of Bankruptcy Rule 9019, as of the Effective Date the Reorganized Debtors may settle or compromise any Disputed Claim with a Disputed Amount of $25,000.00 or less without approval of the Bankruptcy Court, provided that such settlement or compromise is evidenced by a writing signed by a duly authorized representative of the Reorganized Debtors. 10.5 NO RECOURSE. Notwithstanding that the allowed amount of any particular Disputed Claim is reconsidered under the applicable provisions of the Bankruptcy Code and Bankruptcy Rules or is allowed in an amount for which there is insufficient Cash in the relevant fund or reserve to provide a recovery equal to that received by other Holders of Allowed Claims in the relevant Class, no Claim Holder shall have recourse to the Debtors, the Reorganized Debtors, the Disbursing Agent, or the Creditors' Committee or any member thereof (as to such Creditors' Committee members, solely in their capacity as members of the Creditors' Committee) or any of their respective professionals, or their successors or assigns, or the Holder of any other Claim, or any of their respective property. However, nothing in the Plan shall modify any right of a Holder of a Claim under section 502(j) of the Bankruptcy Code. THUS, THE BANKRUPTCY COURT'S ENTRY OF AN ESTIMATION ORDER MAY LIMIT THE DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS, REGARDLESS OF THE AMOUNT FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS. -55- ARTICLE XI. ADMINISTRATIVE PROVISIONS 11.1 RETENTION OF JURISDICTION. Notwithstanding confirmation of the Plan or occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of or related to the Chapter 11 Cases and the Plan to the fullest extent legally permissible, including, without limitation, for the following purposes: (a) to determine the allowance, classification, or priority of Claims upon objection by the Debtors, the Reorganized Debtors, the Creditors' Committee or the Disbursing Agent, or any other party in interest entitled to file an objection, and the validity, extent, priority and nonavoidability of consensual and nonconsensual Liens and other encumbrances; (b) to issue injunctions or take such other actions or make such other orders as may be necessary or appropriate to restrain interference with the Plan or its execution or implementation by any Person, to construe and to take any other action to enforce and execute the Plan, the Confirmation Order, or any other order of the Bankruptcy Court, to issue such orders as may be necessary for the implementation, execution, performance and consummation of the Plan and all matters referred to herein, and to determine all matters that may be pending before the Bankruptcy Court in the Chapter 11 Cases on or before the Effective Date with respect to any Person; (c) to protect the property of the Estates, the Reorganized Debtors or the Disbursing Agent, as the case may be, including Litigation Claims, from claims against, or interference with, such property, including actions to quiet or otherwise clear title to such property or to resolve any dispute concerning Liens, security interest or encumbrances on any property of the Estates or the Reorganized Debtor; (d) to determine any and all applications for allowance of Fee Claims; (e) to determine any Priority Tax Claims, Priority Non-Tax Claims, Administrative Claims or any other request for payment of Claims, including both fees and expenses, entitled to priority under section 507(a) of the Bankruptcy Code; (f) to resolve any dispute arising under or related to the implementation, execution, consummation or interpretation of the Plan and the making of Distributions hereunder; (g) to determine any and all motions related to the rejection, assumption or assignment of executory contracts or unexpired leases, or to determine any -56- motion to reject an executory contract or unexpired lease pursuant to Article IX of the Plan; (h) to determine all applications, motions, adversary proceedings (including, without limitation, all Avoidance Actions), contested matters, actions, and any other litigated matters instituted in and prior to the closing of the Chapter 11 Cases, including any remands; (i) to enter a Final Order closing the Chapter 11 Cases; (j) to modify the Plan under section 1127 of the Bankruptcy Code, remedy any defect, cure any omission, or reconcile any inconsistency in the Plan or the Confirmation Order so as to carry out its intent and purposes; (k) to issue such orders in aid of consummation of the Plan and the Confirmation Order notwithstanding any otherwise applicable non-bankruptcy law, with respect to any Person, to the full extent authorized by the Bankruptcy Code; (l) to enable the Reorganized Debtors or Disbursing Agent to prosecute any and all proceedings to set aside Liens or encumbrances and to recover any Transfers, assets, properties or damages to which the Debtors may be entitled under applicable provisions of the Bankruptcy Code or any other federal, state or local laws except as may be waived pursuant to the Plan; (m) to determine any tax liability pursuant to section 505 of the Bankruptcy Code; (n) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated; (o) to resolve any disputes concerning whether a Person had sufficient notice of the Chapter 11 Cases, the applicable Claims bar date, the hearing to consider approval of the Disclosure Statement or the Confirmation Hearing or for any other purpose; (p) to resolve any dispute or matter arising under or in connection with any order of the Bankruptcy Court entered in the Chapter 11 Cases; (q) to authorize sales of assets as necessary or desirable and resolve objections, if any, to such sales; (r) to hear and resolve Litigation Claims; (s) to resolve any disputes concerning any release of a nondebtor hereunder or the injunction against acts, employment of process or actions against such nondebtor arising hereunder; -57- (t) to approve, if necessary, any Distributions, or objections thereto, under the Plan; (u) to approve any Claims settlement entered into or offset exercised by the Disbursing Agent; (v) to resolve any dispute or matter arising under or in connection with the General Distribution Trust; (w) to oversee any dispute concerning improper or excessive draws under letters of credit issued for the account of the Debtors; and (x) to determine such other matters, and for such other purposes, as may be provided in the Confirmation Order or as may be authorized under provisions of the Bankruptcy Code. If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising out of the Chapter 11 Case, including the matters set forth in this Article XI, this Article shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter. 11.2 AMENDMENTS. (a) PRECONFIRMATION AMENDMENT. Subject to Section 6.17 of the Plan, the Debtors, after consultation with the Creditors' Committee, may modify the Plan at any time prior to the entry of the Confirmation Order, provided that the Plan, as modified, and the Disclosure Statement pertaining thereto meet applicable Bankruptcy Code requirements. (b) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT NOT REQUIRING RESOLICITATION. Subject to Section 6.17 of the Plan, after the entry of the Confirmation Order and before substantial consummation of the Plan, the Debtors, the Reorganized Debtors, or the Disbursing Agent, as appropriate, may modify the Plan, after consultation with the Creditors' Committee, to remedy any defect or omission or to reconcile any inconsistencies in the Plan or in the Confirmation Order, as may be necessary to carry out the purposes and effects of the Plan, provided that: (i) the Debtors, the Reorganized Debtors, or the Disbursing Agent obtain approval of the Bankruptcy Court for such modification, after notice and a hearing; and (ii) such modification shall not materially and adversely affect the interests, rights, treatment or Distributions of any Class of Allowed Claims or Interests under the Plan. Any waiver under Section 5.3 hereof shall not be considered to be a modification of the Plan. -58- (c) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT REQUIRING RESOLICITATION. Subject to Section 6.17 of the Plan, after the Confirmation Date and before substantial consummation of the Plan, the Debtors, the Reorganized Debtors, or the Disbursing Agent, as appropriate, after consultation with the Creditors' Committee, may modify the Plan in a way that materially or adversely affects the interests, rights, treatment, or Distributions of a Class of Claims or Interests, provided that: (i) the Plan, as modified, meets applicable Bankruptcy Code requirements; (ii) the Debtors obtain Bankruptcy Court approval for such modification, after notice and a hearing; (iii) the Plan as modified complies with the Bankruptcy Code and Bankruptcy Rules; and (iv) the Debtors comply with section 1125 of the Bankruptcy Code with respect to the Plan as modified. 11.3 SEVERABILITY OF PLAN PROVISIONS. If, prior to the Confirmation Date, any term or provision of the Plan is determined by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court will have the power to alter and interpret such term or provision and make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order will constitute a judicial determination and will provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 11.4 SUCCESSORS AND ASSIGNS. The rights, benefits and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, the heirs, executors, administrators, successors and/or assigns of such Person. 11.5 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. Each Debtor, each Reorganized Debtor, and the Disbursing Agent shall be authorized to execute, deliver, file, or record such documents, contracts, instruments, releases, and other agreements and take such other actions as may be reasonably necessary to effectuate and further evidence the terms and conditions of the Plan. 11.6 PLAN SUPPLEMENT. Subject to Section 6.17 of this Plan, the Plan Supplement comprised of, among other things, the forms of the documents related to the Amended Certificate of Incorporation and Bylaws, the Distribution Trust Agreement, the Disbursing Agent agreement, if applicable, the Executory Contract Schedule and the Exit Facility documents, to the extent not filed simultaneously with the Plan and Disclosure Statement shall be filed with the Bankruptcy Court at least five (5) Business Days prior to the commencement of the Confirmation Hearing. Upon -59- its filing, the Plan Supplement may be inspected in the offices of the Clerk of the Bankruptcy Court during normal business hours. A copy of the Plan Supplement shall be mailed to the Creditors' Committee, and any Holder of a Claim or Interest that makes a written request for such Plan Supplement to the Debtors. The documents contained in the Plan Supplement shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. 11.7 CONFIRMATION ORDER AND PLAN CONTROL. To the extent the Confirmation Order and/or this Plan is inconsistent with the Disclosure Statement, any other agreement entered into between or among any Debtors, or any of them and any third party, the Plan controls the Disclosure Statement and any such agreements, and the Confirmation Order controls the Plan. 11.8 PAYMENT OF STATUTORY FEES. All fees payable pursuant to section 1930 of title 28 of the United States Code as Administrative Fees under the Plan, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid in Cash on the Effective Date, or as soon as reasonably practicable thereafter, and neither the Debtors, their Estates, the Reorganized Debtors, the Disbursing Agent, nor the Creditors' Committee shall thereafter be liable for the payment of additional fees under section 1930 of title 28 of the United States Code other than with respect to Oakwood's Chapter 11 Case. 11.9 WITHDRAWAL OF PLAN. The Debtors reserve the right, in the exercise of their reasonable discretion, to revoke and withdraw or to modify the Plan at any time prior to the Confirmation Date or, if the Debtors are for any reason unable to consummate the Plan after the Confirmation Date, at any time up to the Effective Date. If the Debtors revoke or withdraw the Plan, (a) nothing contained in the Plan shall be deemed to constitute a waiver or release of any claims by or against the Debtors or the Creditors' Committee or to prejudice in any manner the rights of the Debtors, the Creditors' Committee or any Person in any further proceeding involving the Debtors or the Creditors' Committee and (b) the result shall be the same as if the Confirmation Order were not entered, the Plan was not filed and the Effective Date did not occur. 11.10 PAYMENT DATES. Whenever any payment to be made under the Plan is due on a day other than a Business Day, such payment will instead be made, without interest, on the next Business Day or as soon thereafter as practicable. -60- 11.11 NOTICES. Any notice, request or demand given or made under this Plan or under the Bankruptcy Code or the Bankruptcy Rules to any of the Debtors shall be in writing and shall be hand delivered or sent by a reputable overnight courier service, and shall be deemed given when received at the following addresses whether hand delivered or sent by overnight courier service: MORRIS, NICHOLS, ARSHT & TUNNELL MCCARTER & ENGLISH, LLP Robert J. Dehney William F. Taylor, Jr., Esq. Derek C. Abbott 919 Market Street, Suite 1800 Daniel B. Butz Wilmington, DE 19801 1201 North Market Street (302) 984-6300 P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 - and - -and- RAYBURN COOPER & DURHAM, P.A. KING & SPALDING LLP C. Richard Rayburn, Jr. Robert J. Stark Albert F. Durham 1185 Avenue of the Americas Patricia B. Edmondson New York, New York 10036 1200 Carillon, 227 West Trade Street (212) 556-2100 Charlotte, North Carolina 28202-1675 (704) 334-0891 Notwithstanding anything to the contrary provided herein, all notices concerning this Plan shall be served upon the entities prescribed and in the manner prescribed under the Bankruptcy Code and the Bankruptcy Rules. 11.12 NO ADMISSIONS. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by the Debtors with respect to any matter set forth herein including, without limitation, liability on any Claim or the propriety of any Claims classification. -61- ARTICLE XII. CONFIRMATION REQUEST The Debtors request confirmation of the Plan under Section 1129(b) of the Bankruptcy Code. Dated: September 9, 2003 NEW DIMENSION HOMES, INC. By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President DREAM STREET COMPANY, LLC By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President OAKWOOD SHARED SERVICES, LLC By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President HBOS MANUFACTURING, LP By: Oakwood Mobile Homes, Inc., General Partner By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President -62- OAKWOOD MHD4, LLC By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President OAKWOOD ACCEPTANCE CORPORATION, LLC By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President OAKWOOD HOMES CORPORATION By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Executive Vice President OAKWOOD MOBILE HOMES, INC. By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President SUBURBAN HOME SALES, INC. By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President -63- FSI FINANCIAL SERVICES, INC. By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President HOME SERVICE CONTRACT, INC. By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President TRI-STATE INSURANCE AGENCY, INC. By: /s/ Robert A. Smith ---------------------------------- Name: Robert A. Smith Title: Vice President GOLDEN WEST LEASING, LLC By: /s/ Randelle R. Smith ---------------------------------- Name: Randelle R. Smith Title: Vice President CREST CAPITAL, LLC By: /s/ Randelle R. Smith ---------------------------------- Name: Randelle R. Smith Title: Vice President -64- PREFERRED HOUSING SERVICES, LP By: Oakwood Mobile Homes, Inc., General Partner By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President -and- MORRIS, NICHOLS, ARSHT & TUNNELL /s/ Daniel B. Butz ---------------------------------------- Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) Daniel B. Butz (No. 4227) 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 - and - RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. Albert F. Durham Patricia B. Edmondson 1200 Carillon, 227 West Trade Street Charlotte, North Carolina 28202-1675 (704) 334-0891 -65- EX-99.2 4 g84901exv99w2.txt DISCLOSURE STATEMENT EXHIBIT 99.2 NOTICE: THIS IS NOT A SOLICITATION OF ACCEPTANCES OF THE PLAN. 11 U.S.C. SS. 1125(b) PROHIBITS SOLICITATION OF AN ACCEPTANCE OR REJECTION OF A PLAN OF REORGANIZATION UNLESS A COPY OF THE PLAN OF REORGANIZATION OR A SUMMARY THEREOF IS ACCOMPANIED OR PRECEDED BY A COPY OF A DISCLOSURE STATEMENT APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT, AND, THEREFORE, THE FILING AND DISSEMINATION OF THIS PROPOSED DISCLOSURE STATEMENT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED AS, AN AUTHORIZED SOLICITATION PURSUANT TO 11 U.S.C. SS. 1125 AND RULE 3017 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE. NO SUCH SOLICITATION WILL BE MADE EXCEPT AS AUTHORIZED PURSUANT TO SUCH LAW AND RULES. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE IN RE: ) Chapter 11 ) OAKWOOD HOMES CORPORATION, ) Case No. 02-13396 (PJW) et al.,(1) ) Debtors. ) Jointly Administered ) ) OBJECTIONS DUE: SEPTEMBER 19, 2003 @ 4:00 P.M. ) HEARING DATE: SEPTEMBER 26, 2003 @ 2:30 P.M. - ------------------------------- [PROPOSED] DISCLOSURE STATEMENT FOR REVISED FIRST AMENDED JOINT CONSOLIDATED PLAN OF REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION Dated: September 9, 2003 MORRIS, NICHOLS, ARSHT & TUNNELL RAYBURN COOPER & DURHAM, P.A. Robert J. Dehney (No. 3578) C. Richard Rayburn, Jr. Derek C. Abbott (No. 3376) Albert F. Durham Daniel B. Butz (No. 4227) Patricia B. Edmondson 1201 North Market Street, P.O. Box 1347 1200 Carillon, 227 West Trade Street Wilmington, Delaware 19899-1347 Charlotte, North Carolina 28202-1675 (302) 658-9200 (704) 334-0891 Co-Counsel for Oakwood Homes Corporation, et al., Debtors and Debtors In Possession - ------------ (1) The Debtors are the following entities: Oakwood Homes Corporation, New Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest Capital, LLC and Preferred Housing Services, LP. TABLE OF CONTENTS I. INTRODUCTION AND SUMMARY INFORMATION. 1 A. Purpose of This Document. 1 B. Summary Information. 3 C. The Confirmation Hearing, Voting Procedures, Bar Dates, And Other Important Deadlines. 6 1. Time And Place Of The Confirmation Hearing. 6 2. Entities Entitled To Vote On The Plan. 6 3. Deadline For Voting For Or Against The Plan. 7 4. Deadline For Objecting To Confirmation Of The Plan. 7 5. Deadlines For Parties To Executory Contracts And Unexpired Leases To Assert Damage Claims And To Object To The Terms Of Assumption. 8 6. Administrative Claims Bar Date. 8 7. Fee Claims Bar Date. 9 8. Unsecured Claims Bar Date. 9 9. Materials To Be Filed In Support Of Confirmation. 10 10. Information Regarding The Plan. 10 11. Effective Date Of The Plan. 10 D. Important Notice and Cautionary Statement. 10 II. DESCRIPTION OF THE DEBTORS, THEIR BUSINESS OPERATIONS, AND THEIR FINANCIAL CONDITION. 12 A. General. 12 B. Manufactured Homes. 12 C. Retail Home Sales. 13 D. Retail Financing and Servicing. 14 E. Independent Dealer Retail Sales Financing. 15 F. Independent Retailer Repurchase Obligations. 15 G. Insurance. 15 H. Competition. 15 I. Regulation. 16 III. PREPETITION DEBT AND EQUITY STRUCTURE OF THE DEBTORS. 17 A. Description of Prepetition Debt Structure of Debtors. 17 1. Foothill Prepetition Bank Facility. 17 2. Senior Notes. 17 3. Junior Notes. 17 4. Industrial Revenue Bonds For Plants In Kosciusko County, And Elkhart County, Indiana. 18 5. Other Secured Debt. 18 6. REMIC Guarantees. 18 B. Description of Prepetition Equity Structure of the Debtors. 19 IV. THE CHAPTER 11 CASES AND SIGNIFICANT POSTPETITION EVENTS. 20 A. Significant Events Leading To The Commencement Of The Chapter 11 Cases. 20 B. The Chapter 11 Filings. 21 C. "First Day" Motions. 21 D. Appointment Of The Official Committee Of Unsecured Creditors. 21 E. Employment Of Professionals. 22 1. Reorganization And Other Professionals Employed Pursuant To Bankruptcy Code Section 327. 22 2. Ordinary Course Professionals. 23 ii F. Postpetition Debtor-In-Possession Financing And Use Of Cash Collateral. 23 G. Restructuring the Debtors' Servicing Fees on RICs. 23 H. Creation of Alternate Warehouse Trust. 24 I. Filing Of Schedule Of Assets And Liabilities And Statement Of Affairs. 24 J. Actions Implemented To Restructure The Debtors' Business Operations. 24 K. Senior Management Retention Plan. 25 L. Claims Bar Date And Analysis. 26 M. Filing Of The First Plan and Disclosure Statement. 26 N. Extension of the DIP Financing. 26 O. Alternatives and Exit Financing. 26 V. SUBSTANTIVE CONSOLIDATION. 27 A. Substantive Consolidation for Purposes of the Plan. 27 B. The Substantive Consolidation of the Debtors' Estates. 28 C. Order Granting Substantive Consolidation. 28 VI. THE PLAN OF REORGANIZATION. 28 VII. FINANCIAL PROJECTIONS. 29 VIII. ADDITIONAL CONSIDERATIONS REGARDING RISK. 30 IX. CERTAIN TAX CONSEQUENCES OF THE PLAN. 32 A. General. 32 B. Federal Income Tax Consequences to the Debtors. 33 1. Cancellation of Indebtedness Income. 33 2. IRC Section 382 - Limitations on NOL Carryforwards. 34 3. Net Unrealized Built-in Loss or Gain. 35 iii 4. Alternative Minimum Tax. 36 C. Federal Income Tax Consequences to Holders of Claims. 36 1. Accrued Interest. 37 2. Market Discount. 37 3. Holders of Class Four Claims. 37 D. Federal Income Tax Consequences to Holders of Non-Debtor-Held Interests [Class 6A]. 38 E. Information Reporting and Backup Withholding. 39 X. CONFIRMATION PROCEDURES. 39 A. Voting And Right To Be Heard At Confirmation. 39 1. Who May Support Or Object To Confirmation Of The Plan. 39 2. Who May Vote To Accept Or Reject The Plan. 40 3. What Is An Allowed Claim For Voting Purposes. 40 4. What Is An Impaired Class Of Claims Or Interests. 40 5. Who Is Not Entitled To Vote. 41 6. Votes Necessary To Confirm The Plan. 41 7. Votes Necessary For A Class To Accept The Plan. 41 8. Treatment Of Non-Accepting Classes. 41 9. Request For Confirmation Despite Non-Acceptance By Impaired Classes. 42 B. Hypothetical Liquidation Analysis. 42 C. Feasibility. 43 D. Alternatives To The Plan. 43 XI. RECOMMENDATION AND CONCLUSION. 44 iv I. INTRODUCTION AND SUMMARY INFORMATION. Oakwood Homes Corporation ("Oakwood"), a North Carolina corporation, and fourteen of its direct and indirect subsidiaries and affiliated partnerships (the "Affiliated Debtors" and collectively with Oakwood, the "Debtors") are debtors and debtors-in-possession in jointly-administered chapter 11 cases that currently are pending in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Debtors commenced their respective Chapter 11 Cases2 by filing voluntary petitions in the Bankruptcy Court on November 15, 2002. The Debtors are joint proponents of the Revised First Amended Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its Affiliated Debtors and Debtors-in-Possession (the "Plan"), dated September 8, 2003, a copy of which is attached to this Disclosure Statement as Exhibit A. The purpose of the Plan is to, among other things, (a) restructure, compromise and discharge creditors' Claims against, and stockholders' Interests in, the Debtors, (b) reorganize the Debtors' financial affairs and (c) permit the Reorganized Debtors to emerge from the Chapter 11 Cases as ongoing businesses. A. PURPOSE OF THIS DOCUMENT. Certain of the Debtors' creditors have a right to vote to accept or reject the Plan. Moreover, the Debtors' creditors and stockholders have a right to appear in the Bankruptcy Court and be heard regarding the Plan's approval (confirmation) by the Bankruptcy Court. The purpose of this Disclosure Statement is to enable the Debtors' creditors and stockholders to make an informed judgment about the Plan. This Disclosure Statement summarizes the provisions of the Plan and provides certain information relating to the Debtors, their Chapter 11 Cases, the Plan and the process the Bankruptcy Court will follow in determining whether to confirm the Plan. [The Bankruptcy Court has reviewed this Disclosure Statement and on _________, 2003 determined that it contains adequate information and may be sent to you]. The Bankruptcy Court, however, has not yet made a determination as to whether the Plan should be confirmed, and has not conducted an independent investigation of the factual and financial matters described herein. - ------------ (2) Capitalized terms that are not defined in this Disclosure Statement shall have the meaning assigned to them in the Plan. READ THIS DISCLOSURE STATEMENT CAREFULLY TO FIND OUT: 1. HOW THE PLAN WILL AFFECT YOUR CLAIMS OR INTERESTS, 2. WHAT RIGHTS YOU HAVE WITH RESPECT TO VOTING FOR OR AGAINST THE PLAN, 3. HOW AND WHEN TO VOTE FOR OR AGAINST THE PLAN, AND 4. WHAT RIGHTS YOU HAVE WITH RESPECT TO SUPPORTING OR OBJECTING TO THE PLAN. YOU SHOULD READ BOTH THIS DISCLOSURE STATEMENT (INCLUDING THE EXHIBITS) AND THE PLAN (INCLUDING THE PLAN SUPPLEMENT AND THE EXHIBITS) IN THEIR ENTIRETY. HOWEVER, THIS DISCLOSURE STATEMENT CANNOT TELL YOU EVERYTHING ABOUT YOUR RIGHTS. YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL AND TAX ADVISORS TO OBTAIN MORE SPECIFIC ADVICE ON HOW THE PLAN WILL AFFECT YOU AND WHAT IS THE BEST COURSE OF ACTION FOR YOU. THIS DISCLOSURE STATEMENT HAS BEEN PREPARED BY THE DEBTORS IN GOOD FAITH AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE. THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BELIEVED TO BE CORRECT AT THE TIME OF THE FILING OF THE DISCLOSURE STATEMENT BASED UPON THE BEST INFORMATION THEN CURRENTLY AVAILABLE TO THE DEBTORS. ONCE APPROVED BY THE BANKRUPTCY COURT, THIS DISCLOSURE STATEMENT WILL NOT BE UPDATED BASED UPON SUBSEQUENT EVENTS. NO INFORMATION PROVIDED BY ANY PERSON OR ENTITY (INCLUDING THE DEBTORS' AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, FINANCIAL ADVISORS, ATTORNEYS OR AFFILIATES) CONCERNING THE DEBTORS, THEIR OPERATIONS, FUTURE REVENUES, PROFITABILITY, VALUATIONS, OR OTHERWISE, OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT, HAS BEEN AUTHORIZED. ANY INFORMATION, REPRESENTATION, OR INDUCEMENT MADE TO SECURE OR OBTAIN ACCEPTANCES OR REJECTIONS OF THE PLAN THAT ARE OTHER THAN, OR ARE INCONSISTENT WITH, THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT SHOULD NOT BE RELIED UPON BY ANY PERSON IN ARRIVING AT A DECISION TO VOTE FOR OR AGAINST THE PLAN. ANY SUCH ADDITIONAL INFORMATION, REPRESENTATIONS, AND INDUCEMENTS SHOULD BE IMMEDIATELY REPORTED TO THE ATTENTION OF THE DEBTORS AND THE BANKRUPTCY COURT. 2 B. SUMMARY INFORMATION. The following information summarizes the terms of the Plan and describes your rights to be heard and vote with respect to the Plan. THE FOLLOWING INFORMATION IS A SUMMARY ONLY AND DOES NOT FULLY ADDRESS ALL OF YOUR RIGHTS, ALL PROVISIONS OF THE PLAN OR ALL OF THE CONSEQUENCES CONFIRMATION OF THE PLAN MAY HAVE ON YOUR RIGHTS. YOU ARE STRONGLY ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY AND TO CONSULT WITH YOUR LEGAL, FINANCIAL AND TAX ADVISORS PRIOR TO DECIDING WHETHER TO SUPPORT OR OPPOSE THE PLAN. THE DEBTORS AND THEIR The Debtors design, manufacture and market manufactured BUSINESSES: and modular homes. In addition, they arrange financing for a portion of their retail sales and, as agent, provide a variety of insurance products to customers. The Debtors are among the major producers and retailers of manufactured homes and historically have originated consumer loans secured by the manufactured homes. The Debtors' consolidated financial statements reflect that, for the fiscal year ended September 30, 2002, the Debtors, on a consolidated basis, generated net sales of approximately $927 million. As of December 31, 2002, the Debtors, on a consolidated basis, had approximately $812 million in assets and approximately $1.1 billion in liabilities. PURPOSE OF THE PLAN: The Plan provides for a recapitalization of the Debtors through the restructure, compromise and discharge of the Debtors' existing creditor Claims and stockholder Interests in a manner intended to enable the Debtors to emerge from their Chapter 11 Cases as an integrated viable business in the form of the Reorganized Debtors. BASIC STRUCTURE OF THE As described further below, most of the Debtors' PLAN: creditors will receive distributions of New Common Stock in the Reorganized Debtors or other consideration on or after the Plan's Effective Date under the Recapitalization. Only creditors that have valid Allowed Claims against the Debtors will receive consideration under the Plan. The amount and type of consideration a creditor will receive may depend upon whether the creditor's Allowed Claim is either (a) entitled to special priority under the Bankruptcy Code, (b) a Secured Claim, (c) an Unsecured Claim or (d) otherwise separately classified under the Plan. 3 The Plan groups most creditors and stockholders into various Classes of Claims and Interests and provides for the treatment of each Class. Certain creditors, such as Holders of Administrative Claims arising after the commencement of the Chapter 11 Cases, Holders of Fee Claims, and Holders of Allowed Priority Tax Claims, are not grouped in any Class, but nonetheless will be affected by and receive payment under the Plan. Under the Plan, all of the Debtors' assets and liabilities are deemed substantively consolidated for purposes of distributions to the Debtors' creditors. Thus, Holders of Unsecured Claims of one of the consolidated Debtors will receive the same treatment as Holders of Unsecured Claims of any of the other Debtors. Additionally, Holders of Claims against multiple Debtors on account of affiliate guarantees and co-obligations of multiple Debtors will be entitled to only one distribution from the Debtors' consolidated Estates. Upon the Plan's Effective Date, all Junior Notes, Senior Notes and Interests will be cancelled. The new stockholders of the Reorganized Debtors after the Effective Date initially will consist of certain of the Debtors' prepetition creditors, including, but not limited to, Holders of Senior Note Claims, Holders of Junior Note Claims, Holders of REMIC Guarantee Claims and Holders of Other Unsecured Claims. The Plan contains numerous other provisions governing, among other things, (a) the assumption, assumption and assignment and rejection of executory contracts and unexpired leases, (b) the continuation of management and the expansion of and addition of members to the board of directors for the Reorganized Debtors, (c) the restructuring of the Debtors' various legal entities, (d) the resolution of Disputed Claims against the Debtors, (e) the Bankruptcy Court's retention of jurisdiction following confirmation of the Plan and (f) the scope and nature of the Debtors' discharge following confirmation. Please refer to the Plan itself for more detailed information. CLASSIFICATIONS AND The following Summary Table sets forth the TREATMENT OF classification and treatment of creditors' Claims and CREDITORS' CLAIMS AND stockholders' Interests under the Plan. The descriptions STOCKHOLDERS' INTERESTS in the Summary Table are only summaries and do not UNDER THE PLAN: include all terms and conditions of the Plan. You are strongly advised to consult the relevant Plan provisions for a full description of the respective Classes and corresponding treatments under the Plan. 4 SUMMARY TABLE - CLAIMS

- ------------------------------------------------------------------------------------------------------------------- CLASS CLAIM STATUS VOTING RIGHTS - ------------------------------------------------------------------------------------------------------------------- Class 1 Priority Non-Tax Claims Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2A Secured Tax Claims Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2B 1997 Bonds Secured Claim Unimpaired Not Entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2C 1998 Bonds Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2D Auto Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2E Carolina Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2F First American Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2G Foothill Secured Claim Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 2H Pulaski Bonds Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2I Schmittauer Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2J Thomas Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2K U.S. Bank Secured Claim Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 2L Other Secured and Setoff Claims Unimpaired Not entitled to Vote; Deemed to Accept - ------------------------------------------------------------------------------------------------------------------- Class 3 Convenience Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4A Senior Note Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4B Junior Note Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4C REMIC Guarantee Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4D Litigation Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 4E Other Unsecured Claims Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 5 Intercompany Claims Substantively Consolidated Not Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 6A Non-Debtor-Held Interests Impaired Entitled to Vote - ------------------------------------------------------------------------------------------------------------------- Class 6B Debtor-Held Interests Substantively Consolidated Not Entitled to Vote - -------------------------------------------------------------------------------------------------------------------

5 C. THE CONFIRMATION HEARING, VOTING PROCEDURES, BAR DATES, AND OTHER IMPORTANT DEADLINES. 1. TIME AND PLACE OF THE CONFIRMATION HEARING. The Plan cannot become effective until after it has been confirmed by the Bankruptcy Court and the conditions to the Effective Date set forth in the Plan have either been satisfied or waived. The hearing to determine whether the Bankruptcy Court will enter the Confirmation Order to confirm the Plan will take place on ____________, 2003 at _____.m. in the Courtroom of the Honorable Peter J. Walsh, Chief Judge, United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Wilmington, Delaware 19801. The Confirmation Hearing may be continued from time to time without further notice. 2. ENTITIES ENTITLED TO VOTE ON THE PLAN. Prior to the Confirmation Hearing, certain Holders of Claims and Interests will have an opportunity to vote to accept or reject the Plan. Pursuant to the Bankruptcy Code, only Holders of Allowed Claims and Interests in Classes 2G, 3, 4D, 4E and 6A and those Holders who are the beneficial holders of Allowed Claims in Classes 4A, 4B, and 4C (the "Voting Classes") are entitled to vote on the Plan because these Classes are Impaired under the Plan within the meaning of section 1124 of the Bankruptcy Code, but will nonetheless receive Distributions under the Plan. The impairment of a Claim or Interest generally occurs if the legal, equitable, or contractual rights of the Holder are altered. Classes 1, 2A, 2B, 2C, 2D, 2E, 2F, 2H, 2I, 2J, 2K and 2L are not Impaired and, therefore, are not entitled to vote and are deemed to have accepted the Plan. Holders of Claims and Interests in Classes 5 and 6B are Insiders whose Claims or Interests will be substantively consolidated pursuant to the Substantive Consolidation Order. Holders of Claims or Interests in these Classes are not entitled to vote on the Plan. The Plan may be confirmed even if it is not accepted by each Voting Class. The Bankruptcy Code defines "acceptance" with respect to a Class of Impaired Claims as acceptance by Holders of at least two-thirds in dollar amount and more than one-half in number of the Allowed Claims in such Class whose Holders cast Ballots. In the event that a Voting Class does not accept the Plan, the Debtors nonetheless will seek to have the Plan confirmed, provided that the Plan is "fair and equitable" and does not "unfairly discriminate" against the non-accepting Class of creditors or stockholders, as provided in section 1129 of the Bankruptcy Code. THE DEBTORS BELIEVE THAT THE PLAN PROVIDES THE BEST POSSIBLE RECOVERIES TO THE HOLDERS OF IMPAIRED CLAIMS AND THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTEREST OF SUCH HOLDERS. THEY THEREFORE RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN. 6 3. DEADLINE FOR VOTING FOR OR AGAINST THE PLAN. The Debtors are providing copies of this Disclosure Statement and Ballots, which include detailed voting instructions, to all known Holders of Claims in the Voting Classes. If you are entitled to vote as the Holder of an Allowed Claim in one of the Voting Classes, you may vote by completing the enclosed Ballot and returning the Ballot by the Ballot Deadline in the enclosed envelope to the Balloting Agent at the address identified on your Ballot. Initially, the Balloting Agent is BSI. If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other Person acting in a fiduciary or representative capacity, such Person should indicate such capacity when signing. TO BE COUNTED, YOUR BALLOT (OR, IN THE CASE OF PUBLICLY HELD INSTRUMENTS, THE MASTER BALLOT CAST ON YOUR BEHALF) INDICATING ACCEPTANCE OR REJECTION OF THE PLAN MUST BE RETURNED IN ACCORDANCE WITH THE ACCOMPANYING INSTRUCTIONS AND RECEIVED BY THE BALLOTING AGENT NO LATER THAN ___________, 2003 AT __________.M., EASTERN TIME, OR IT WILL NOT BE COUNTED IN CONNECTION WITH CONFIRMATION OF THE PLAN. IN NO CASE SHOULD A BALLOT BE DELIVERED EITHER TO THE BANKRUPTCY COURT OR TO THE DEBTORS OR THEIR ATTORNEYS. ANY EXECUTED BALLOT THAT DOES NOT INDICATE EITHER ACCEPTANCE OR REJECTION SHALL NOT BE COUNTED. A Ballot cast with respect to the Plan does not result in the filing or allowance of a Claim. Nor does the casting of a Ballot relieve a creditor of the obligation to file a proof of Claim in a timely manner. The Debtors reserve the right to object to any Claims until the Claims Objection Deadline. 4. DEADLINE FOR OBJECTING TO CONFIRMATION OF THE PLAN. As noted, all Holders of Claims or Interests are entitled to be heard with respect to confirmation of the Plan, even if they are not eligible to vote to accept or reject the Plan. Objections to confirmation of the Plan must be filed with the Bankruptcy Court and served upon (a) counsel for the Debtors (Morris, Nichols, Arsht & Tunnell, 1201 North Market Street, P.O. Box 1347, Wilmington, Delaware, 19899-1347, attention: Robert J. Dehney, Esq.; and Rayburn Cooper & Durham, P.A., 1200 Carillon, 227 West Trade Street, Charlotte, North Carolina, 28202-1675, attention: Albert F. Durham, Esq.); (b) counsel for the Committee (McCarter & English, 919 North Market Street, Suite 1800, Wilmington, Delaware, 19899, attention: William F. Taylor, Jr., Esq.; and King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, attention: Robert J. Stark, Esq.); (c) counsel for Greenwich (Pachulski, Stang, Ziehl, Young & Jones P.C., 919 North Market Street, Suite 1600, P.O. Box 8705, Wilmington, Delaware, 19899, attention: Laura Davis Jones, Esq.; and Kirkland & Ellis, 777 South Figueroa Street, Los Angeles, California, 90017, attention: Bennet L. Spiegel, Esq.); and (d) such other parties as are identified in the accompanying notice of the Confirmation Hearing so that they are received by no later than ____________, 2003, at _________.m., Eastern Time. 7 5. DEADLINES FOR PARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO ASSERT DAMAGE CLAIMS AND TO OBJECT TO THE TERMS OF ASSUMPTION. Section 365 of the Bankruptcy Code allows the Debtors to assume, assume and assign, or reject executory contracts and unexpired leases to which the Debtors were parties as of the Petition Date. In order to assume, or assume and assign, a contract or lease, the Debtors must make provision for the cure of certain outstanding defaults as required by Section 365 of the Bankruptcy Code. If the Debtors reject a contract or lease, the contract or lease is deemed to have been breached by the Debtors immediately before the Petition Date, and the non-debtor party to the contract or lease may be entitled to an Unsecured Claim for damages resulting from such breach. Under the Plan, on the Effective Date, the Debtors will assume all executory contracts and unexpired real or personal property leases to which they are a party, excluding (a) any and all executory contracts or unexpired leases which are the subject of separate motions filed pursuant to section 365 of the Bankruptcy Code by the Debtors prior to the commencement of the Confirmation Hearing, (b) such contracts or leases as are listed on the Executory Contract Schedule filed by the Debtors, which may be modified by the Debtors up to ninety (90) days after the Effective Date, all of which contracts or leases shall be deemed rejected pursuant to the provisions of section 365 and section 1123 of the Bankruptcy Code, and (c) any and all executory contracts or unexpired leases rejected prior to entry of the Confirmation Order. Contracts or leases entered into after the Petition Date will be performed by the Reorganized Debtors in the ordinary course of their businesses. If the rejection of any executory contract or unexpired lease under the Plan gives rise to a Claim by the non-Debtor party or parties to such contract or lease, such Claim, to the extent that it is timely filed and is an Allowed Claim, shall be classified in Class 4E; provided, however, that the Unsecured Claim arising from such rejection shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Debtors, the Disbursing Agent, their successors or properties, unless a proof of such Claim is filed and served on the Disbursing Agent and the Claims Agent within thirty (30) days after the date of notice of the entry of the order of the Bankruptcy Court rejecting the executory contract or unexpired lease which may include, if applicable, the Confirmation Order. FAILURE TO COMPLY WITH THIS DEADLINE SHALL FOREVER BAR THE HOLDER OF A CLAIM FROM SEEKING PAYMENT THEREOF. See Article IX of the Plan for more information about how to comply with this deadline and to determine whether this deadline applies to you. 6. ADMINISTRATIVE CLAIMS BAR DATE. An Administrative Claim includes: (a) a Secured Claim entitled to superpriority pursuant to section 364(c) of the Bankruptcy Code and the Final DIP Agreement; (b) an Unsecured Claim, other than a Fee Claim, for payment of costs or expenses of administration specified in sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation: (i) the actual, necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries, commissions for 8 services rendered, and personal injury claims); and (ii) all fees and charges assessed against the Estates pursuant to section 1930 of title 28 of the United States Code; or (c) a Reclamation Claim that either has been granted priority under section 546(c)(2)(A) of the Bankruptcy Code or which the Debtors elect to treat as though such priority has been granted. All parties seeking payment of Administrative Expenses must file with the Bankruptcy Court and serve upon the Debtors a request for payment of such Administrative Claims prior to the applicable deadline set forth below, provided, however, that parties seeking payment of postpetition ordinary course trade obligations, postpetition payroll obligations incurred in the ordinary course of the Debtors' postpetition business and amounts arising under agreements approved by the Bankruptcy Court or the Plan need not file such a request. The deadline for filing requests for payment of Administrative Claims is the date that is the first Business Day after the date that is [20 days after the Effective Date at 4:00 p.m.], Eastern Time. FAILURE TO COMPLY WITH THESE DEADLINES SHALL FOREVER BAR THE HOLDER OF AN ADMINISTRATIVE CLAIM FROM SEEKING PAYMENT THEREOF. See Section 2.9 of the Plan for more information about how to comply with this deadline and to determine whether this deadline applies to you. 7. FEE CLAIMS BAR DATE. A Fee Claim includes: (a) a Claim of a professional person retained by order of the Bankruptcy Court for compensation and/or reimbursement of expenses pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in connection with the Chapter 11 Cases or (b) a Claim of any professional or other entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to sections 503(b)(3) or 503(b)(4) of the Bankruptcy Code in which the Holder of the Claim files a timely request unless otherwise agreed to by the Debtors or the Reorganized Debtors. All applications for payment of Fee Claims must be filed with the Bankruptcy Court and served in accordance with the Fee Order by the date that is 45 days after the Effective Date (or, if such date is not a Business Day, by the next Business Day thereafter) unless otherwise agreed to by the Debtors or the Reorganized Debtors, without further approval by the Court. FAILURE TO COMPLY WITH THIS DEADLINE SHALL FOREVER BAR THE HOLDER OF A FEE CLAIM FROM SEEKING PAYMENT THEREOF. See Section 2.10 of the Plan for more information about how to comply with this deadline and to determine whether this deadline applies to you. 8. UNSECURED CLAIMS BAR DATE. An Unsecured Claim includes any claim that is not: (a) an Administrative Claim; (b) a Priority Non-Tax Claim; (c) a Priority Tax Claim; (d) a Fee Claim; (e) a Secured Claim; (f) an Intercompany Claim; or (g) an Interest. All proofs of Claim for Unsecured Claims must have been filed with the Claims Agent by the general claims bar date established by the Bankruptcy Court, which was March 27, 2003. The Claims Agent is currently BSI. 9 9. MATERIALS TO BE FILED IN SUPPORT OF CONFIRMATION. In support of confirmation of the Plan, the Debtors will file the Plan Supplement, to the extent not filed simultaneously with the Plan and the Disclosure Statement, at least five (5) Business Days prior to the commencement of the Confirmation Hearing. Upon its filing, the Plan Supplement may be inspected in the offices of the Clerk of the Bankruptcy Court during normal business hours. A copy of the Plan Supplement shall be mailed to the Creditors' Committee, and any Holder of a Claim or Interest that makes a written request for such Plan Supplement to the Debtors. The documents contained in the Plan Supplement shall be approved by the Bankruptcy Court pursuant to the Confirmation Order. 10. INFORMATION REGARDING THE PLAN. NO PERSON IS AUTHORIZED BY THE DEBTORS IN CONNECTION WITH THE PLAN OR THE SOLICITATION OF VOTES WITH RESPECT TO THE PLAN TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT AND THE EXHIBITS HERETO OR INCORPORATED HEREIN BY REFERENCE, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DEBTORS OR APPROVED BY THE BANKRUPTCY COURT. 11. EFFECTIVE DATE OF THE PLAN. The Effective Date of the Plan will occur on: (a) if no stay of the Confirmation Order is in effect, the date designated by the Debtors that is after the date all of the conditions set forth in the Plan have been satisfied or waived pursuant to the Plan; or (b) if a stay of the Confirmation Order is in effect, on the date designated by the Debtors that is after the later of: (i) the date such stay is vacated; and (ii) the date each condition set forth in the Plan has been satisfied or waived pursuant to the Plan (or such later date as may reasonably be agreed by the Debtors and the Creditors' Committee after the Debtors have issued notice of the Effective Date). D. IMPORTANT NOTICE AND CAUTIONARY STATEMENT. The historical financial data relied upon in preparing the Plan and this Disclosure Statement is based on the Debtors' books and records. The hypothetical liquidation analysis, projections, and other financial information have been developed by the Debtors with the assistance of their financial advisors. Nevertheless, the hypothetical liquidation analysis, projections, and other financial information are estimates only, and the timing, amount, and value of actual Distributions to creditors may be affected significantly by many factors that cannot be predicted. ALTHOUGH THE PROFESSIONAL ADVISORS EMPLOYED BY THE DEBTORS HAVE ASSISTED IN THE PREPARATION OF THIS DISCLOSURE STATEMENT BASED UPON FACTUAL INFORMATION AND ASSUMPTIONS 10 RESPECTING FINANCIAL, BUSINESS, REGULATORY, AND ACCOUNTING DATA PROVIDED BY THE DEBTORS AND THIRD PARTIES, THEY HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION AND MAKE NO REPRESENTATIONS AS TO THE ACCURACY THEREOF. IN ADDITION, MUCH OF THE FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN SUBJECT TO AN AUDIT. THE DEBTORS ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT INACCURACY OR OMISSION, OR THAT ACTUAL VALUES OR FINANCIAL PERFORMANCE WILL COMPORT WITH THE ESTIMATES HEREIN. THE DEBTORS' ACTUAL RESULTS OF OPERATIONS AND THE TIMING, AMOUNT, AND VALUE OF DISTRIBUTIONS UNDER THE PLAN MAY DIFFER MATERIALLY AND ADVERSELY FROM THOSE PROJECTED HEREIN. THE DEBTORS' FUTURE OPERATIONS MAY BE AFFECTED BY NUMEROUS ECONOMIC, COMPETITIVE, REGULATORY, LEGISLATIVE, LEGAL, OPERATIONAL, AND OTHER FACTORS THAT CANNOT BE PREDICTED. THIS DISCLOSURE STATEMENT CONTAINS A DISCUSSION OF CERTAIN RISK FACTORS RELATING TO THE PLAN AND THE DEBTORS' ONGOING BUSINESS OPERATIONS. THE DEBTORS STRONGLY ADVISE THAT ALL PARTIES IN INTEREST REVIEW THESE RISK FACTORS CAREFULLY AND CONSULT WITH THEIR ADVISORS BEFORE VOTING ON THE PLAN OR OTHERWISE DECIDING TO SUPPORT OR OPPOSE CONFIRMATION. NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF CLAIMS OR INTERESTS. YOU SHOULD CONSULT YOUR OWN LEGAL COUNSEL OR TAX ADVISOR ON ANY QUESTIONS OR CONCERNS RESPECTING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF THE PLAN. THE NEW COMMON STOCK AND NEW WARRANTS TO BE ISSUED PURSUANT TO THE PLAN WILL NOT HAVE BEEN, AT THE TIME OF ISSUANCE, THE SUBJECT OF A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAW, AND WILL BE ISSUED IN RELIANCE UPON THE EXEMPTION FROM THE SECURITIES ACT AND EQUIVALENT STATE LAW REGISTRATION PROVIDED BY BANKRUPTCY CODE SECTION 1145(A)(1). CAUTIONARY STATEMENT: 11 INFORMATION INCLUDED IN THIS DISCLOSURE STATEMENT REGARDING THE DEBTORS CONTAINS STATEMENTS THAT MAY CONSTITUTE "FORWARD-LOOKING INFORMATION," AS THAT TERM IS DEFINED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 ("REFORM ACT"), INCLUDING INFORMATION CONCERNING THE DEBTORS' PLAN AND PROJECTED FINANCIAL PERFORMANCE FOLLOWING THEIR EMERGENCE FROM BANKRUPTCY. THE FORWARD-LOOKING STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY THE RISK FACTORS SET FORTH IN THIS DISCLOSURE STATEMENT AND ARE BEING MADE PURSUANT TO THE PROVISIONS OF THE REFORM ACT AND WITH THE INTENTION OF OBTAINING THE BENEFITS OF THE "SAFE HARBOR" PROVISIONS OF THE REFORM ACT. II. DESCRIPTION OF THE DEBTORS, THEIR BUSINESS OPERATIONS, AND THEIR FINANCIAL CONDITION. A. GENERAL. Oakwood, which was founded in 1946, together with its debtor and non-debtor affiliates and related parties, designs, manufactures and markets manufactured and modular homes and arranges financing for a portion of its retail sales and of the retail sales of its homes by its independent dealer network. The Debtors also act as agent in locating a variety of insurance products for their customers. Following their emergence from these Chapter 11 Cases, the Debtors expect to retail their manufactured homes at centers operated by the Debtors located primarily in the southeastern and southwestern United States and at wholesale to independent retailers located throughout the United States. For customers choosing to purchase insurance, the Debtors historically assumed a portion of the related underwriting risk through their non-debtor captive reinsurance business. As part of their restructuring effort, the Debtors exited this aspect of the insurance business. B. MANUFACTURED HOMES. The Debtors manufacture a number of models of single-section homes as well as multi-section and modular homes consisting of two or more component parts that are joined at the home site. Each home contains a living room, dining area, kitchen, one, two, three or four bedrooms and one or two bathrooms, and is equipped with a hot water heater and central heating. Some homes are furnished with a sofa and matching chairs, dinette set, coffee and end tables, carpeting, lamps, draperies, curtains and screens. Optional furnishings and equipment include a range and oven, refrigerator, beds, a fireplace, washing machine, dryer, microwave oven, dishwasher, air conditioning, intercom, stereo systems, wet bar, vaulted ceilings, skylights, hardwood cabinetry and energy conservation items. The homes manufactured by the Debtors are primarily sold under the registered trademarks "Oakwood(R)," "Golden West(C)," "Schult(R)," "Crest(C)," "Marlette(R)," "Freedom(C)" and as other private label homes. The Debtors purchase components and materials used in the manufacture of their homes on the open market and are not dependent upon any particular raw material supplier. 12 However, if faced with a scarcity of certain raw materials, the Debtors may experience supplier allocation issues. The principal raw materials purchased by the Debtors for use in the construction of its homes are lumber, steel, aluminum, insulating materials, drywall and plastics. Steel I-beams, axles, wheels and tires, roof and ceiling materials, home appliances, plumbing fixtures, furniture, floor coverings, windows, doors and decorator items are purchased or fabricated by the Debtors and are assembled and installed at various stages on the assembly line. The Debtors' manufactured homes are constructed and furnished at the Debtors' manufacturing facilities and transported on wheels to the home sites. These homes are normally occupied as permanent residences but can be transported on wheels to new home sites. The Debtors' modular homes are built in accordance with state or local building codes and therefore are similar in specifications and design to site-built homes. The Debtors' modular homes range in size from 960 square feet to 3,355 square feet and include a variety of single story ranch homes, one-and-a-half-story homes, two-story homes, townhouses and duplex units, all of which can include attached garages built at the site by others. The Debtors formerly manufactured homes at thirty-two plants located in North Carolina, Texas, Georgia, Indiana, Oregon, Pennsylvania, Arizona, California, Colorado, Kansas, Minnesota, and Tennessee. Pursuant to the Plan, the Debtors will continue to operate plants located in North Carolina, Indiana, Oregon, Pennsylvania, Arizona, California, Kansas and Minnesota. As part of their restructuring efforts, the Debtors have closed a number of plants. Certain of the closed plants are currently being marketed for sale, while others have been sold. Currently, the Debtors are operating 14 plants. The Debtors furnish to each purchaser of a new home manufactured by the Debtors a limited warranty against defects in materials and workmanship, excluding equipment and furnishings supplied by others, which are frequently covered by the supplier's warranties. C. RETAIL HOME SALES. The Debtors operate their sales centers primarily under the names Oakwood(R) Mobile Homes and Freedom Homes(C). Additionally, the Debtors operated Factory Certified Homes sales centers that sell primarily repossessed homes. Since 1999, the Debtors have been scaling back operations, closing both sales centers and manufacturing facilities. Although the Debtors will retain many of the sales centers pursuant to the Plan, some of the sales centers, including all of the Factory Certified Homes locations, will be or are in the process of being closed as part of the Debtors' reorganization. During the fiscal year ended September 30, 2002, substantially all of the Debtors' retail sales of new homes were homes manufactured by the Debtors. The Debtors' sales have traditionally been higher in the period from late spring through early fall than in the winter months. Each of the Debtors' sales centers hires and trains sales personnel. Generally, each salesperson is paid a commission based on the gross margin of his or her sales and certain volume targets, and each general manager is paid compensation based on performance as measured by the profits of the sales center. 13 The Debtors also sell their homes to independent retailers located throughout the United States. Sales to independent retail dealers accounted for approximately 70% of sales in fiscal 2003, 44% of sales in fiscal 2002, and 35% in fiscal 2001. The Debtors expect such sales to increase in the future because this market channel is less capital intensive. D. RETAIL FINANCING AND SERVICING. Significant factors affecting sales of manufactured homes are the availability and terms of financing. Through its finance subsidiary, the Debtors financed approximately 72% of units sold by their captive retail organization in 2002. During fiscal 2003, in an effort to maintain satisfactory liquidity and improve loan performance, the Debtors sharply curtailed internal financing and substantially raised credit standards for customers they were willing to finance. As a result, the internal financing percentage has been reduced drastically and is currently estimated to be less than 15% of homes sold via the Debtors' own retail channel. The Debtors anticipate that this percentage will decline further in fiscal 2004. The sales reductions caused by credit tightening and the necessity to reduce internal financing have been reflected in the Debtors' year to date operating results as well as their five year forecast. The Debtors retain a security interest in all homes they finance with loans documented as either retail installment sales contracts or traditional mortgages (collectively, "RICs"). Debtor Oakwood Acceptance Corporation, LLC ("OAC") funds its originations and purchases of RICs by participating in public and private asset securitization transactions. Securitization transactions historically have provided the most effective and least expensive financing technique for satisfying OAC's liquidity needs and may remain the least expensive method of financing for the Debtors' operations. Interruptions in the public markets for these securitizations were a key reason for management's decision to limit loan originations. As part of the securitization process, OAC historically retained the contractual right to service all securitized RICs in exchange for a monthly fee. As part of its servicing duties, the pooling and servicing agreements require OAC to make P & I Advances to the securitization trusts. OAC also is required to make recoverable advances to the trusts for taxes and insurance to the extent not paid by an obligor of a RIC and to advance liquidation expenses incurred in connection with the repossession of homes collateralizing loans that default. Continuing to service securitized RICs with the enhanced priority of their servicing fee in the securitization proceeds as restructured pursuant to a Final Order of the Bankruptcy Court has substantial independent economic value. As a result of the reduction in loan origination volume, the size of the loan portfolio serviced by the Debtors will diminish, which will result in reduced servicing income in future years. Recent developments in the market for asset backed securities, and particularly those involving manufactured housing loans, have caused the Debtors to pursue other outlets for the sale of their loans. In March 2003, the Debtors, through their non-Debtor special purpose affiliates, completed a whole loan sale and are currently pursuing a whole loan sale to a different purchaser. In addition, the Debtors have taken steps to reduce reliance on financings provided by securitizations, including moving most of their mortgage originations to the conforming loan market with outside lenders. 14 E. INDEPENDENT DEALER RETAIL SALES FINANCING. The Debtors provide some permanent financing for homes sold by certain independent dealers that sell the Debtors' manufactured homes. During fiscal 2002, the Debtors financed approximately 38% of their manufactured units sold by independent dealers. During fiscal 2003, this percentage has dropped below 10%. F. INDEPENDENT RETAILER REPURCHASE OBLIGATIONS. Substantially all of the independent retailers who purchase homes from the Debtors finance new home inventories through wholesale credit lines (the "Floor Plans") provided by third parties. In these arrangements, a floor plan lender typically provides the retailer with a credit line for the purchase price of the home and maintains a security interest in the home as collateral. The retailer uses a Floor Plan to finance the acquisition of its display models, as well as to finance the initial purchase of a home from a manufacturer until a home buyer obtains permanent financing or otherwise pays the dealer for the installed home. Many of the Floor Plan lenders require the Debtors to enter into repurchase agreements under which the Debtors are obligated, upon default by the retailer, to repurchase any of the homes financed by the Floor Plan lender. Under the terms of such repurchase agreements, the Debtors typically agree to repurchase homes at prices scaled to the age of the units. As of the Petition Date, the Debtors estimate that their contingent liability under these repurchase agreements was approximately $101 million. Historically, the Debtors' losses under these arrangements have not been significant. Since the Petition Date, the Debtors have assumed approximately $50 million in repurchase obligations. G. INSURANCE. In order to, among other things, facilitate retail purchases of their homes, the Debtors historically have sold, as agent for an unrelated domestic insurance company, property and casualty insurance to certain customers in connection with their purchase of a home. In addition, the Debtors entered the reinsurance business directly through their own captive, Bermuda-based reinsurer during 1997, when it, as a reinsurer, accepted certain risk of policies it had written as agent, in exchange for standard reinsurance premiums. This venture was begun in an attempt to allow the Debtors to participate more fully in the profitable income streams associated with the property and casualty insurance and service contract business. Shortly before the Petition Date, the Debtors exited the third party reinsurance business, and are arranging an orderly wind-down of their non-Debtor insurance subsidiary. H. COMPETITION. The Debtors face serious competition in three major aspects of their operations: manufacturing, marketing and finance. There are numerous firms producing manufactured homes in the Debtors' market areas, many of which are direct competitors. Some of these manufacturers, which sell the majority of their homes through independent dealers, are larger than the Debtors and have greater financial resources. Historically, certain of the financing sources in the industry were also larger than the Debtors and also had greater financial resources. Finally, there are numerous retail dealers in most locations where the Debtors conduct retail and 15 financing operations. The Debtors compete with other manufacturers, retailers and finance companies on the basis of reputation, quality, financing ability, services, features offered and price. In addition, manufactured homes are a form of permanent, low-cost housing and therefore compete with other forms of housing, including site-built and prefabricated homes and apartments. Historically, manufactured homes have been financed as personal property with shorter term and higher interest financing than was available for site-built homes. In recent years, however, there has been a growing trend toward financing manufactured housing with maturities equal to those in traditional residential real estate finance, especially when the manufactured housing is attached to permanent foundations on individually-owned lots, as is frequently the case in the Debtors' growing multi-section and modular homes markets. As a result, maturities for certain manufactured housing loans have moved closer to those for site-built housing. I. REGULATION. A variety of laws affect the financing of manufactured homes by the Debtors. The Federal Consumer Credit Protection Act (Truth-in-Lending) and Regulation Z promulgated thereunder require written disclosure of information relating to such financing, including the amount of the annual percentage rate and the finance charge. The Federal Fair Credit Reporting Act also requires certain disclosures to potential customers concerning credit information used as a basis to deny credit. The Federal Equal Credit Opportunity Act and Regulation B promulgated thereunder prohibit discrimination against any credit applicant based on certain specified grounds. The Federal Trade Commission has adopted or proposed various Trade Regulation Rules dealing with unfair credit and collection practices and the preservation of consumer claims and defenses. The Federal Trade Commission's Rules also require disclosure of a manufactured home's insulation specification. Installment sale contracts and loans eligible for inclusion in the GNMA Program are subject to the credit underwriting requirements of the FHA. A variety of state laws also regulate the form of the installment sale contracts and loan documents and the allowable deposits, finance charges and fees chargeable pursuant to installment sale contracts and loan documents. The provision of insurance products as agent by the Debtors is subject to various state insurance laws and regulations which govern allowable charges and other insurance practices. The Debtors are also subject to the provisions of the Fair Debt Collection Practices Act, which regulates the manner in which the Debtors collect payments on RICs, and the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act, which regulates descriptions of warranties on products. The descriptions and substance of the Debtors' warranties are also subject to state laws and regulations. The Debtors' manufacture of homes generally is subject to the National Manufactured Housing Construction and Safety Standards Act of 1974. In 1976, the Department of Housing and Urban Development promulgated regulations, which have been amended from time to time, under this Act establishing comprehensive national construction standards covering many aspects of manufactured home construction and installation, including structural integrity, fire safety, wind loads and thermal protection. The Debtors' modular homes are subject to state and local building codes. 16 The Debtors' transportation of manufactured homes on highways, which is provided by unrelated third-party vendors, is subject to regulation by various federal, state and local authorities. Such regulations may prescribe size and road use limitations and impose lower than normal speed limits and various other requirements. Manufactured homes are also subject to local zoning and other regulations. III. PREPETITION DEBT AND EQUITY STRUCTURE OF THE DEBTORS. A. DESCRIPTION OF PREPETITION DEBT STRUCTURE OF DEBTORS. 1. FOOTHILL PREPETITION BANK FACILITY. Prior to the Petition Date, the Debtors partially funded their operations through a $65 million credit facility established under the Prepetition Loan Agreement, dated January 22, 2002, by and among the Debtors, as borrowers, Foothill, as a lender and agent for the lenders, and certain other lenders specified therein (as amended by the First Amendment to Loan Agreement, dated July 2002 and the Second Amendment to Loan Agreement, dated July 31, 2002). As of the Petition Date, borrowings and letters of credit under this facility totaled approximately $52 million. The credit facility under the Prepetition Loan Agreement was secured by substantially all of the Debtors' assets both tangible and intangible, real and personal, excluding loans held for sale. 2. SENIOR NOTES. The Debtors issued 7.875% Senior Notes in the aggregate principal amount of $125 million due March 2004, and 8.125% Senior Notes in the aggregate principal amount of $175 million due March 2009 pursuant to an Indenture and First Supplemental Indenture, both dated March 2, 1999, between the Debtors and Bank One, N.A., f/k/a The First National Bank of Chicago. The debt under the Senior Notes is unsecured. U.S. Bank National Association was substituted as Indenture Trustee on January 10, 2000. 3. JUNIOR NOTES. The Debtors issued 8% Junior Notes in the original principal amount of $17 million due June 1, 2007 pursuant to an Indenture and a First Supplemental Indenture, both dated March 1, 1992, and Junior Notes in the original principal amount of $23 million due June 1, 2007 pursuant to a Second Supplemental Indenture dated July 15, 1992, between the Debtors and First Union National Bank, f/k/a Delaware Trust Company. U.S. Bank Trust National Association was substituted as Indenture Trustee on April 2, 2001. Of the original Junior Notes, $2.6 million remained outstanding as of November 15, 2002, the balance having been retired in accordance with their terms. The debt evidenced by the Junior Notes is unsecured. 17 4. INDUSTRIAL REVENUE BONDS FOR PLANTS IN KOSCIUSKO COUNTY, AND ELKHART COUNTY, INDIANA. The Debtors are obligated under a loan agreement dated February 1, 1998, between Kosciusko County, Indiana and Schult Operating Company (now HBOS Manufacturing, LP) to pay all amounts equal to the principal and interest due under $6,200,000 Variable Rate Demand Economic Development Revenue Bonds Series 1998 (the "1998 Bonds"). The 1998 Bonds are secured by a letter of credit in the amount of $4,766,356.16 issued by Wells Fargo Bank, N.A. Repayment of claims arising from the letter of credit is secured by a mortgage from the Debtors on the plant constructed with 1998 Bond proceeds in Kosciusko County, Indiana. Fifth Third Bank, Indiana is the trustee under the trust indenture pursuant to which the 1998 Bonds were issued. At the Petition Date, the amount outstanding on the 1998 Bonds was $4.6 million. The Debtors are also obligated under a loan agreement dated October 1, 1997, between Elkhart County, Indiana and Schult Operating (now HBOS Manufacturing, LP) to pay all amounts equal to the principal and interest due under $1,500,000 Variable Rate Demand Economic Development Revenue Bonds, Series 1997 (the "1997 Bonds"). The 1997 Bonds are secured by a letter of credit in the amount of $896,282.19 issued by Wells Fargo Bank, N.A. Repayment of claims arising from the letter of credit is secured by a mortgage from the Debtors on the plant constructed with 1997 Bond proceeds in Elkhart County, Indiana. Fifth Third Bank, Indiana is the trustee under the trust indenture pursuant to which the 1997 Bonds were issued. At the Petition Date, the amount outstanding on the 1997 Bonds was $865,000. 5. OTHER SECURED DEBT. There are a number of other creditors secured by certain discrete real and personal property assets of the Debtors. 6. REMIC GUARANTEES. Oakwood, through its wholly-owned finance subsidiary, OAC, originates RICs to finance the purchase of manufactured homes. Historically, when the aggregate number of RICs OAC had originated reached a critical mass, typically once every three months, the RICs were securitized and sold into the asset-backed market through non-Debtor Real Estate Mortgage Investment Conduit Securitization Trusts ("REMIC Trusts"). The REMIC Trusts are the issuers of pass-through certificates ("REMIC Certificates") that may pay cash interest on a fixed or floating rate basis and represented undivided ownership interests in a pool of underlying RICs in the REMIC Trusts. Each REMIC Trust issues REMIC Certificates in multiple tranches. Typically, a series identifier will indicate the year and sequential issue number within each calendar year. For example, "1997-A" would indicate the first OAC securitization in 1997 and "1997-B" would indicate the second securitization in 1997. As previously noted, within a given series, the REMIC Certificates are separated into tranches, each having specific seniority and payment terms. While there is no distinction of 18 collateral, as all tranches within a series are supported by the same pool of loans, the credit quality of a particular tranche is determined by a payment priority structure. Accordingly, holders of subordinated tranches generally receive higher interest rates, but will only receive principal payments after the principal of senior tranches has been paid in part or in full. In order to enhance the marketability of one of the most subordinated tranches of REMIC Certificates, Oakwood, in certain cases, provided a corporate guarantee (the "B-2 REMIC Guarantees") that effectively guaranteed distributions on these tranches of REMIC Certificates (the "B-Piece REMIC Certificates"). The provisions of the REMIC Guarantees are complex, but, in general, if the underlying RICs held by the REMIC Trusts do not generate enough cash to service the B-Piece REMIC Certificates, Oakwood is obligated to fund the shortfalls. Prior to the Petition Date, Oakwood provided corporate guarantees of the collateral pools backing payments under the B-Piece REMIC Certificates in twenty REMIC Trusts. Oakwood's B-2 REMIC Guarantees apply to the issues of B-Piece REMIC Certificates in the following REMIC Trusts: 1997-A, 1997-B, 1997-C, 1997-D, 1998-B, 1998-C, 1998-D, 1999-A, 1999-B, 1999-C, 1999-D, 1999-E, 2000-A, 2000-B, 2001-B, 2001-C, 2001-D, 2001-E, 2002-A and 2002-B. The B-2 REMIC Guarantees guaranteed payment of any shortfalls in principal and interest due to holders of B-Piece REMIC Certificates on any monthly payment date by Oakwood. The aggregate face value of the B-Piece REMIC Certificates guaranteed by the B-2 REMIC Guarantees is approximately $274.8 million representing B-2 tranches from approximately two-thirds of Oakwood's securitizations. JPMorgan is the REMIC Trustee for individual REMIC Trusts for which Oakwood has issued B-2 REMIC Guarantees. Additionally, Oakwood has a further obligation to the holder of a note secured, in part, by certain B-Piece REMIC Certificates and X REMIC Certificates (the "Resecuritization Note") to purchase the Resecuritization Note on each payment date under the Resecuritization Note (the "Payment Date"), beginning with the Payment Date occurring in September 2011 and ending with the Payment Date occurring in September 2012 (the "Resecuritization Note Put Option"). B. DESCRIPTION OF PREPETITION EQUITY STRUCTURE OF THE DEBTORS. As of December 1, 2002, Oakwood had issued and outstanding 9,537,000 shares of Old Common Stock, par value $0.50 per share. Oakwood also granted options to purchase shares of Old Common Stock and other equity related securities. On or about the Petition Date, the New York Stock Exchange, Inc. (the "NYSE") announced that trading of the Old Common Stock on the NYSE should be suspended immediately based upon the failure to meet certain financial criteria. Subsequently, the NYSE submitted an application to the Securities and Exchange Commission to delist the Old Common Stock from the NYSE. The delisting of the Old Common Stock became effective on December 30, 2002. Oakwood has not paid dividends on the Old Common Stock during the past two fiscal years and the Old Common Stock is currently traded in the over-the-counter market. As of December 1, 2002, the Debtors estimate that there are 21,000 beneficial holders of Old Common Stock. 19 IV. THE CHAPTER 11 CASES AND SIGNIFICANT POSTPETITION EVENTS. A. SIGNIFICANT EVENTS LEADING TO THE COMMENCEMENT OF THE CHAPTER 11 CASES. The manufactured housing industry as a whole expanded aggressively into an economic downturn that has been particularly severe for its traditional customer of modest means. At the same time, mortgage rates for site-built homes were, and still are, at a thirty-year low, which offset many of the cost advantages of manufactured homes because interest rates for manufactured housing loans exceed rates for conventional housing loans by an amount substantially greater than has historically been the case. Additionally, aggressive lending led to a high level of repossessed homes. The remarketing of these homes in competition with new homes depresses new home sales volume. In addition, many traditional industry lenders, including both Floor Plan lenders and retail lenders which provide financing to homebuyers, have left the industry over the last few years or have significantly curtailed operations. This includes leading industry lenders such as Conseco Finance Corporation, which filed for relief under chapter 11 on December 18, 2002, and Deutsche Financial Services Corporation, which exited the industry. This reduction in available financing has led to a contraction of the dealer network and a sharp reduction in manufactured home sales. Through 1999, the Debtors expanded and leveraged themselves aggressively to support their rapid growth, which resulted in a heavier debt load than performance in declining markets after 1999 could support. Aggressive underwriting coupled with the current economic slowdown led to an unsustainable level of loan defaults on securitized RICs. The cost of servicing and the liquidity requirements for performing servicing duties increased with the defaults. At the same time, servicing receipts were decreasing due to credit losses because the servicing fees were subordinated to principal and interest on the B-Piece REMIC Certificates. Despite taking measures to counter negative pressures, the Debtors continued to experience financial difficulties. The Debtors decided to file for reorganization under Chapter 11 in order to restructure their balance sheet and access new working capital while continuing to operate in the ordinary course of business. This decision was based primarily upon the continued poor performance of loans originated, the extremely weak conditions in the manufactured housing industry and the deteriorating financial terms in the asset-backed securitization market into which the Debtors sell their loans. Other factors contributing to the decision to file included the general economic recession, declining recovery rates in the repossession market, the substantial reduction in loan servicing fees received and the withdrawal of manufactured housing Floor Plan lenders offering financing to many of the Debtors' wholesale dealers. 20 B. THE CHAPTER 11 FILINGS. The Debtors commenced their respective Chapter 11 Cases by filing voluntary petitions under chapter 11 of the Bankruptcy Code on November 15, 2002 (the aforementioned "Petition Date"). The Debtors' Chapter 11 Cases are jointly administered and assigned to the Honorable Peter J. Walsh, Chief United States Bankruptcy Judge for the District of Delaware. The Debtors have made progress toward their goal of reorganization during their respective Chapter 11 Cases. Among other things, the Debtors have: (a) maintained operations and negotiated new agreements with vendors and suppliers of critical goods and services; (b) obtained debtor-in-possession financing to enable the Debtors to continue operations; (c) developed a new business plan, which has been discussed extensively with the Debtors' principal creditor constituencies and forms the basis for the Plan; (d) implemented significant improvements to the Debtors' business operations, including reducing overhead and greatly improving the priority of servicing fees; (e) substantially completed the closure of certain plants, retail sales centers and offices; (f) negotiated the sale of certain surplus assets to reduce costs and generate cash; and (g) negotiated for additional or substitute Floor Plan financing. Moreover, the Debtors have devoted significant efforts to the development, negotiation, and filing of the Plan that is the subject of this Disclosure Statement, which Plan the Debtors believe provides for the fair and equitable treatment of creditors and will enable the Debtors to emerge from their Chapter 11 Cases as viable businesses. C. "FIRST DAY" MOTIONS. On or after the Petition Date, the Debtors filed several "first day" motions relating to the ordinary course operations of their businesses. The Bankruptcy Court has entered Final Orders granting the Debtors' motions either as requested or modified to some extent, but in either event permitting the Debtors to continue operations during the Chapter 11 Cases. The "first day" orders enable the Debtors to, among other things: (a) preserve customer relationships by authorizing the Debtors to honor certain obligations and continue certain programs and practices; (b) maintain employee morale and confidence by authorizing the Debtors to pay prepetition employment Claims and all costs and expenses incident thereto; (c) maintain critical vendor and supplier relationships and confidence by authorizing the Debtors to pay certain prepetition Claims; (d) ensure the continuation of the Debtors' cash management systems and other business operations without interruption; and (e) establish certain other administrative procedures to promote a smooth transition into Chapter 11. D. APPOINTMENT OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS. On December 2, 2002, the United States Trustee appointed the Official Committee of Unsecured Creditors (the "Creditors' Committee") pursuant to section 1002 of the Bankruptcy Code [Docket No. 97]. To date, the United States Trustee has appointed no other committees. The members of the Creditors' Committee currently are: 21 - -------------------------------------------------------------------------------- MEMBER CREDITOR INDIVIDUAL ACTIVELY PARTICIPATING ON COMMITTEE - -------------------------------------------------------------------------------- JPMorgan Chase Bank (as Indenture Trustee James R. Lewis for REMIC Certificates and noteholders) - -------------------------------------------------------------------------------- U.S. Bank National Association (as Indenture Timothy J. Sandell Trustee for holders of Senior Notes) - -------------------------------------------------------------------------------- Absolute Recovery Hedge Funds, Ltd. Wilbur L. Ross, Jr. - -------------------------------------------------------------------------------- Aegon USA Investment Management, LLC James K. Baskin - -------------------------------------------------------------------------------- Patrick Industries, Inc. Michael W. Baker - -------------------------------------------------------------------------------- Carriage Industries, Inc. Charles D. Raley - -------------------------------------------------------------------------------- LaSalle Bristol LP James Montague - -------------------------------------------------------------------------------- E. EMPLOYMENT OF PROFESSIONALS. 1. REORGANIZATION AND OTHER PROFESSIONALS EMPLOYED PURSUANT TO BANKRUPTCY CODE SECTION 327. Pursuant to section 327 of the Bankruptcy Code, a debtor in possession or creditors' committee may employ, after notice and a hearing, attorneys, financial advisors, and other professionals at the expense of the bankruptcy estate. The Debtors and the Creditors' Committee have employed the following professionals in the Chapter 11 Cases with the Bankruptcy Court's approval:

- ---------------------------------------------------------------------------------------------------------- EMPLOYED PROFESSIONALS - ---------------------------------------------------------------------------------------------------------- PROFESSIONAL SCOPE OF REPRESENTATION DATE APPROVED - ---------------------------------------------------------------------------------------------------------- Morris, Nichols, Arsht & Tunnell Bankruptcy Counsel to the Debtors 11/15/2002 - ---------------------------------------------------------------------------------------------------------- Rayburn, Cooper & Durham, P.A. Bankruptcy Counsel to the Debtors 11/15/2002 - ---------------------------------------------------------------------------------------------------------- Hunton & Williams Special Counsel to the Debtors 11/15/2002 - ---------------------------------------------------------------------------------------------------------- Kennedy Covington Lobdell & Hickman L.L.P. Special Counsel to the Debtors 11/15/2002 - ---------------------------------------------------------------------------------------------------------- FTI Consulting, Inc. Restructuring Advisors for the Debtors 11/15/2002 - ---------------------------------------------------------------------------------------------------------- PricewaterhouseCoopers LLP Accountants for the Debtors 11/15/2002 - ---------------------------------------------------------------------------------------------------------- Akin Gump Strauss Hauer & Feld LLP Former Counsel to the Creditors' Committee 12/02/2002 - ---------------------------------------------------------------------------------------------------------- McCarter & English, LLP Counsel to the Creditors' Committee 12/02/2002 - ---------------------------------------------------------------------------------------------------------- Deloitte & Touche LLP Financial Advisors for the Creditors' Committee 12/04/2002 - ---------------------------------------------------------------------------------------------------------- Prime Locations, LLC Real Estate Consultants for the Debtors 02/27/2003 - ---------------------------------------------------------------------------------------------------------- The Core Network Real Estate Consultants for the Debtors 02/27/2003 - ---------------------------------------------------------------------------------------------------------- Andrew Davidson & Co., Inc. Valuation Consultants for the Debtors 04/22/2003 - ---------------------------------------------------------------------------------------------------------- Miller Buckfire Lewis Ying & Co., LLC Financial Advisor and Investment Banker for the 07/21/2003 Debtors - ---------------------------------------------------------------------------------------------------------- King & Spalding, LLP Replacement Counsel to the Creditors' Committee 08/25/2003 - ----------------------------------------------------------------------------------------------------------

22 Pursuant to Final Orders, each of the professionals employed at the expense of the Debtors' Estates are able to file monthly fee applications seeking reimbursement for all of the fees and expenses incurred during the applicable month. If no objection to a fee application is received on or before the applicable objection deadline, the Debtors are permitted to make payment of the fees and expenses incurred by the relevant professional. The Bankruptcy Court may schedule a hearing to determine whether payment of the fees and the expenses incurred is appropriate. All fees and expenses paid to professionals are subject to final review and allowance, after notice and a hearing, in accordance with Bankruptcy Code section 330. 2. ORDINARY COURSE PROFESSIONALS. Additionally, on December 18, 2002, the Bankruptcy Court entered a Final Order [Docket No. 271] permitting the Debtors to employ professionals utilized in the ordinary course of business. F. POSTPETITION DEBTOR-IN-POSSESSION FINANCING AND USE OF CASH COLLATERAL. Pursuant to a Final Order [Docket No. 328] entered on December 31, 2002, the Bankruptcy Court approved debtor-in-possession financing in the amount of $215 million from Greenwich. This facility provides needed liquidity and expands the borrowing base by including in it certain financial assets created by OAC in servicing the REMIC Trusts. G. RESTRUCTURING THE DEBTORS' SERVICING FEES ON RICS. Prior to the Petition Date, the Debtors were not receiving most of this servicing fee from the REMIC Trusts because those fees were subordinate to payments on the REMIC Certificates. As their annual servicing costs were substantial--in excess of $30 million--the Debtors needed to modify these arrangements in order to sustain their servicing operations. As a result, the Debtors sought to maintain their servicing operations while moving the payment of servicing fees to a priority position. After the Petition Date, the Debtors filed a motion for entry of an order pursuant to Sections 365 and 363(b) and (f) of the Bankruptcy Code authorizing OAC to, inter alia, (a) assume certain servicing agreements within the Pooling and Servicing Agreements (the "Servicing Agreements"), (b) assign its servicing rights under the Pooling and Servicing Agreements to Oakwood Servicing Holdings, Co., LLC ("OSHC"), a wholly-owned non-debtor subsidiary of OAC, and (c) enter into and perform its obligations as Subservicer under a Subservicing Agreement with OSHC. Because the Servicing Agreements provided that the servicing fee payable thereunder was subordinate to the right of holders of REMIC Certificates to receive payments of principal and interest only for so long as OAC was the Servicer, the assumption and assignment of the Servicing Agreements to OSHC elevated the servicing fee payable under the Servicing 23 Agreements to senior status. Because OAC's subservicing fee is payable from OSHC's servicing fees, OAC's subservicing fees effectively also are senior. In addition, the assumption and assignment of the Servicing Agreements increased the amount of the servicing fee payable under certain of the Servicing Agreements. By the Order dated December 12, 2002, this Court granted the relief sought in the motion [Docket Number 21]. Oakwood has acknowledged that the elevation of servicing fees to a senior position in the distribution of cash received by the REMIC trusts "has the effect of decreasing cash available to pay security holders in the REMIC trusts." As a result, Oakwood "expects its obligations under the guarantees of [the B-2 REMIC Certificates] to increase substantially." See Oakwood's Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ending December 31, 2002. H. CREATION OF ALTERNATE WAREHOUSE TRUST. Pursuant to a Final Order [Docket No. 473] entered on January 23, 2003, the Bankruptcy Court granted the Debtors the authority to sell RICs to a limited purpose trust owned by an indirect downstream affiliate of OAC. This loan warehousing arrangement provides interim funding for RICs generated by OAC and is intended to help preserve the Debtors' access to the securitization markets and other potential financing sources. I. FILING OF SCHEDULE OF ASSETS AND LIABILITIES AND STATEMENT OF AFFAIRS. Sections 521(1) and 1106(a)(2) of the Bankruptcy Code and Bankruptcy Rule 1007 require the Debtors to file a schedule of assets and liabilities and statement of financial affairs, which contain information regarding the Debtor's assets, liabilities, income, and other matters. The Debtors, individually, filed their Schedules of Assets and Liabilities and Statements of Financial Affairs on January 31, 2003. J. ACTIONS IMPLEMENTED TO RESTRUCTURE THE DEBTORS' BUSINESS OPERATIONS. Leading up to and subsequent to the Petition Date, the Debtors and their professionals have evaluated the Debtors' operations and financial condition in order to develop and implement a reorganization strategy that will enable the Debtors to emerge from chapter 11 as a profitable enterprise. Going forward, the Debtors are focused on enhancing the profitability of all their operations. On October 4, 2002, the Debtors announced the closing of forty retail sales centers. These closures continued a downsizing from a peak of 412 retail sales centers reached in 1999. At or around the same time, the Debtors idled or closed a number of manufacturing facilities, reducing the number of active plants to nineteen from a peak of thirty-two in 1999. Historically, the Debtors operated the plants to support the demand of both their captive retail centers and the independent retailer base. From the middle of 1999 until the end of fiscal 2002, 24 the Debtors operated the plants at a reduced level in order to reduce inventory and to reflect lower demand. Pursuant to the operational restructuring plan implemented on the Petition Date, the Debtors announced the closing of seventy-five additional retail sales centers in eighteen states and the closing of five additional manufacturing facilities. The Debtors have hired two real estate firms to dispose of the properties and leases related to the closings. With the completion of these closings, the Debtors have turned their focus to those regions that hold the most promise for the Debtors' long-term success. In April 2003, the Debtors substantially tightened their credit standards for retail installment financing and took other steps to reduce the amount of loans originated. As a result, internal financing of retail sales has fallen from 72% of unit sales in 2002 to a run rate of less than 15% of sales in 2003. This trend reduces the Debtors' reliance on securitizations and its exposure to losses in the sale of retail installment contracts, but reduces the potential for servicing revenue. The implementation of the Debtors' operational restructuring plan is ongoing and entails the following: (a) the closing of most, if not all, retail sales centers that have demonstrated consistently poor operating performance, poor credit performance and high incidence of customer litigation, as well as the manufacturing facilities that supply these stores; (b) the review of remaining retail sales centers on a store-by-store basis followed by the closing of those stores that consistently generate poor operating results or are located in areas that will be negatively impacted by tightening credit standards; (c) the adjustment of manufacturing capacity to a level commensurate with expected future sales and the closing of plants with marginal current sales levels and the potential to become unprofitable following the closing of certain retail sales centers; (d) the closing of one loan origination location in Austin, Texas; (e) a significant reduction in the number of employees; and (f) a reduction of corporate overhead commensurate with a downsized company. K. SENIOR MANAGEMENT RETENTION PLAN On May 22, 2003, the Bankruptcy Court authorized the Debtors to implement a management retention plan, indemnification plan and severance program for certain of the Debtors' officers. The retention plan for these officers consists of two types of merit-based retention payments: (i) payment of the officers' previously unpaid performance-based bonuses, as set by the Debtors' board of directors, for the fiscal 2002 year; and (ii) payment of the officers' quarterly performance-based bonuses, as set by the Debtors' board of directors with the consent of the Creditors' Committee. The Creditors' Committee has agreed to the officers' performance-based bonuses for the second half of 2003. These retention payments are nothing more than the continuation of the ordinary practice of the Debtors to award the Debtors' officers merit-based incentive compensation. The severance program is designed to provide these officers with severance benefits in the event of their termination for any reason other than for cause. The severance benefits are to be held in an escrow account until the officers are entitled to receive them. The indemnification plan consists of $50,000 placed in an escrow account to cover the fees and expenses of defending the officers pursuant to Oakwood's Articles of Incorporation and Section 9.5 of Oakwood's By-Laws, if necessary. 25 L. CLAIMS BAR DATE AND ANALYSIS. Pursuant to the Bar Date Order, the Bankruptcy Court established a general claims bar date in the Debtors' Chapter 11 Cases of March 27, 2003. The Debtors also have scheduled certain Claims with respect to which no proofs of Claim have been filed. The Debtors believe that the total amount of Allowed Claims against their respective estates will be significantly lower than the amount asserted. Because of the large number of proofs of Claim filed, the complexity of many of these Claims, and the fact that many of the Claims are disputed and/or unliquidated, the Debtors will not have completed their analysis of all Claims prior to the Plan's Effective Date. THE DEBTORS RESERVE ALL RIGHTS AND DEFENSES WITH RESPECT TO THE ALLOWANCE OR DISALLOWANCE OF ANY CLAIM NOT PREVIOUSLY ALLOWED BY A FINAL ORDER OF THE BANKRUPTCY COURT OR PURSUANT TO THE TERMS OF THE PLAN, AND FURTHER WITH RESPECT TO THE SECURED OR PRIORITY STATUS THEREOF. M. FILING OF THE FIRST PLAN AND DISCLOSURE STATEMENT. On February 18, 2003, the Debtors filed the [Proposed] Disclosure Statement For Joint Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its Affiliated Debtors And Debtors-In-Possession (the "First Disclosure Statement") and the Joint Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its Affiliated Debtors And Debtors-In-Possession (the "First Plan"). The First Disclosure Statement and First Plan were filed by the Debtor in compliance with certain provisions of the Final DIP Agreement, which required that the Debtors file a plan of reorganization and a disclosure statement before February 18, 2003. On June 19, 2003, the Debtors initially filed this current Plan and Disclosure Statement. The substance of the Debtors' plan of reorganization has not significantly changed between the Plan and the First Plan. The revision of the Plan and Disclosure Statement since June 19, 2003, contains no material changes, just the addition of certain exhibits and disclosures. N. EXTENSION OF THE DIP FINANCING. On July 14, 2003, the Debtors and the DIP Lenders entered into Amendment No. 4 to the Debtor-in-Possession Financing Agreement (the "DIP Amendment"). The DIP Amendment replaces all references to the Debtors' original budget with references to the updated forecast dated July 1, 2003, reduces the total commitment from $140 million to $90 million, makes corresponding adjustments to the borrowing base, and extends the deadline for a final order of confirmation of a Plan of Reorganization to November 15, 2003. The Debtors believe that this amended facility provides adequate liquidity for the Debtors' operations under its current business plan and adequate time for the confirmation of the Plan. O. ALTERNATIVES AND EXIT FINANCING. In furtherance of the Debtors' fiduciary duties, the Debtors considered alternatives to the stand-alone recapitalization as presented in this Disclosure Statement and Plan. In that regard, the Debtors engaged Miller Buckfire Lewis & Ying, LLC ("MBLY") to, among other things, analyze and evaluate the Debtors' business, find potential lenders for the 26 Exit Facility and gauge the interest of various parties to purchase all or substantially all of the assets of the Debtors. To this end, certain parties expressed an interest in purchasing the Debtors. However, the Debtors ultimately decided, in consultation with the Creditors' Committee, that these expressions of interest failed to yield a recovery to Holders of Allowed Unsecured Claims commensurate with that under a stand-alone reorganization, due to the cash-flow positive nature of the Debtors newly-restructured business. While several parties expressed an interest in purchasing the Debtors' assets, the Debtors, in consultation with their advisor MBLY and the Committee, concluded that pursuing a sale at this time was not in the best interests of the Debtors and their various constituencies. V. SUBSTANTIVE CONSOLIDATION. A. SUBSTANTIVE CONSOLIDATION FOR PURPOSES OF THE PLAN. Substantive consolidation is an equitable remedy which a bankruptcy court may be asked to apply in certain chapter 11 cases involving affiliated debtors. As contrasted with procedural consolidation,3 substantive consolidation may affect the substantive rights and obligations of creditors and debtors. Substantive consolidation involves the pooling and merging of the assets and liabilities of the affected debtors; all of the debtors in the substantively consolidated group are treated as if they were a single corporate/economic entity. Consequently, a creditor of one of the substantively consolidated debtors is treated as a creditor of the substantively consolidated group of debtors and issues of individual corporate ownership of property and individual corporate liability on obligations are ignored. However, substantive consolidation does not affect the debtors' separate corporate existence or independent ownership of property for any purposes other than for making distributions of property under a plan of reorganization or otherwise as necessary to implement such plan. Entry of the Confirmation Order will constitute the approval, pursuant to section 105(a) of the Bankruptcy Code, effective as of the Effective Date, of the substantive consolidation of the Debtors for all purposes related to the Plan including, without limitation, for purposes of voting, confirmation and distribution. For purposes of distributions on account of Allowed Claims, the Debtors will be considered to be a single legal entity. This substantive consolidation has three major effects. First, it eliminates Intercompany Claims and Debtor-Held Interests from the treatment scheme. Second, it eliminates guarantees of the obligations of one Debtor by another Debtor. Finally, each Claim filed against any of the Debtors will be considered to be a single Claim against the consolidated Debtors. - ------------ (3) Procedural consolidation is the administrative process (contemplated by Bankruptcy Rule 1015(b)) whereby the proceedings of two or more affiliated debtors are conducted as part of a single proceeding for the convenience of the bankruptcy court and parties in interest. Procedural consolidation does not affect the substantive rights of the debtors or their respective creditors and interest holders. 27 B. THE SUBSTANTIVE CONSOLIDATION OF THE DEBTORS' ESTATES. The Plan contemplates and is predicated upon entry of the Substantive Consolidation Order, which shall effect the substantive consolidation of the Chapter 11 Cases into a single Chapter 11 Case solely for the purposes of all actions associated with confirmation and consummation of the Plan. Pursuant to the Substantive Consolidation Order, on the Confirmation Date or such other date as my be set by a final order of the Court, but subject to the occurrence of the Effective Date: (a) all Intercompany Claims shall be eliminated; (b) all assets and liabilities of the Debtors shall be merged or treated as though they were merged; (c) all prepetition and postpetition cross-corporate guarantees of the Debtors shall be eliminated; (d) all Claims based upon guarantees of collection, payment or performance made by one or more Debtors as to the obligations of another Debtor or of any other Person shall be discharged, released and of no further force and effect; (e) any obligation of any Debtor and all guarantees thereof executed by one or more of the Debtors shall be deemed to be one obligation of Reorganized Oakwood; (f) any Claims filed or to be filed in connection with any such obligation and such guarantees shall be deemed one Claim against Reorganized Oakwood; and (g) each and every Claim filed in the individual Chapter 11 Case of any of the Debtors shall be deemed filed against Reorganized Oakwood in the consolidated Chapter 11 Cases and shall be deemed a single obligation of Reorganized Oakwood under the Plan on and after the Confirmation Date. C. ORDER GRANTING SUBSTANTIVE CONSOLIDATION. Unless substantive consolidation has been approved by a prior order of the Bankruptcy Court, the Plan shall serve as a motion seeking entry of an order substantively consolidating the Chapter 11 Cases. Unless an objection to substantive consolidation is made in writing by any creditor affected by the Plan as provided in the Plan on or before the Ballot Deadline, or such other date as may be fixed by the Bankruptcy Court, the Substantive Consolidation Order (which may be the Confirmation Order) may be entered by the Bankruptcy Court. In the event any such objections are timely filed, a hearing with respect thereto shall be scheduled by the Bankruptcy Court, which hearing may, but need not, coincide with the Confirmation Hearing. VI. THE PLAN OF REORGANIZATION. Attached hereto as Exhibit A, in its entirety, is the Revised First Amended Joint Consolidated Plan Of Reorganization Of Oakwood Homes Corporation And Its Affiliated Debtors And Debtors-In-Possession, which is fully incorporated herein and shall be considered a portion of this Disclosure Statement. HOLDERS OF CLAIMS AND INTERESTS AND OTHER INTERESTED PARTIES MUST READ THE PLAN IN ITS ENTIRETY TO MAKE AN INFORMED JUDGMENT CONCERNING THE PLAN. VII. FINANCIAL PROJECTIONS. Attached hereto as Exhibit B are financial projections of the consolidated Debtors containing, among other things: (a) a projected income statement; (b) a projected balance sheet; 28 and (c) a projected cash flow statement (together, the "Projections"). All of the Projections are presented on a consolidated basis for the Debtors, and project financial information on an annual basis for years 2003 through 2008. The Projections have been prepared by or under the direction of the Debtors' management and have not been audited. The Projections present, to the best of the Debtors' management's current belief, the expected financial results for the periods projected, subject to the various assumptions set forth therein. Readers are urged to review carefully all of the notes and assumptions included in the Projections and to consult with their own financial, legal, and tax advisors regarding the same. THE PROJECTIONS ARE BASED UPON A VARIETY OF ESTIMATES AND ASSUMPTIONS, WHICH THOUGH CONSIDERED REASONABLE BY THE DEBTORS AT THE TIME THEY WERE PREPARED, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, REGULATORY, LEGISLATIVE, AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS' CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THE PROJECTIONS OR THE REORGANIZED DEBTORS' ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS WILL INEVITABLY NOT MATERIALIZE, AND EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED, OR THAT WERE NOT THEN KNOWN TO THE DEBTORS, MAY BE MATERIALLY DIFFERENT FROM THOSE ASSUMED. THE PROJECTIONS THEREFORE MAY NOT BE RELIED UPON AS A GUARANTEE OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. INFORMATION INCLUDED IN THE PROJECTIONS CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD LOOKING INFORMATION IS BASED ON INFORMATION AVAILABLE WHEN SUCH STATEMENTS ARE MADE AND IS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE STATEMENTS. THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH THEIR BUSINESS PLANS AND STRATEGIES OR PROJECTIONS OF THEIR ANTICIPATED FINANCIAL POSITION OR RESULTS OF OPERATIONS. ACCORDINGLY, THE DEBTORS DO NOT INTEND TO, AND DISCLAIM ANY OBLIGATION TO, FURNISH UPDATED BUSINESS PLANS OR PROJECTIONS AT ANY TIME PRIOR TO OR AFTER THE EFFECTIVE DATE. VIII. ADDITIONAL CONSIDERATIONS REGARDING RISK. The following disclosures are not intended to be inclusive and should be read in connection with the other disclosures contained in this Disclosure Statement and the Exhibits 29 hereto. You should consult your legal, financial, and tax advisors regarding the risks associated with the Plan and the distributions you may receive thereunder. RISKS ASSOCIATED WITH CONCENTRATED OWNERSHIP OF THE NEW COMMON STOCK AND NEW WARRANTS: If the Plan is confirmed, ownership of a substantial number and percentage of shares of the New Common Stock will be concentrated among a relatively small number of holders. Sales of or offers to sell a substantial number of shares of New Common Stock, or the perception by investors, investment professionals, and securities analysts of the possibility of such sales, could affect adversely the market for and price of the New Common Stock to be issued under the Plan. LACK OF TRADING; MARKET VOLATILITY: There can be no assurance that a market will develop for the New Common Stock issued pursuant to the Plan (or for any other security issued pursuant to the Plan). Although the Debtors will use reasonable efforts to cause the New Common Stock to be listed on a national securities exchange, it is unlikely that initial listing requirements will be satisfied on the Effective Date. Even if such securities are subsequently listed, there is no assurance that an active market for such New Common Stock will develop or, if any such market does develop, that it will continue to exist, or as to the degree of price volatility in any such market that does develop. Accordingly, no assurance can be given as to the liquidity of the market for the New Common Stock or the price at which any sales may occur. Finally, any creditor or stockholder who may be considered an "underwriter" under section 1145(b) of the Bankruptcy Code may not be able to resell the New Common Stock (or any other securities received under the Plan) without registration under securities laws, except in certain "ordinary course" transactions. CERTAIN RISKS ASSOCIATED WITH THE CHAPTER 11 CASES: The Debtors are parties to various material contractual arrangements under which the commencement of transactions contemplated by the Plan could, subject to the Debtors' rights and powers under sections 362 and 365 of the Bankruptcy Code: (a) result in a breach, violation, default, or conflict; (b) give other parties thereto rights of termination or cancellation; or (c) have other adverse consequences on the operations of the Debtors or the Reorganized Debtors. The magnitude of any such adverse consequences may depend upon, among other factors, the diligence and vigor with which the other parties to such contracts may seek to assert any such rights and pursue any such remedies in respect to such matters, and the ability of the Debtors or Reorganized Debtors to resolve such matters on acceptable terms through negotiations with such other parties or otherwise. RISKS RELATING TO THE PROJECTIONS: The Debtors have prepared projections in connection with the development of the Plan and to present the projected effects of the Plan and the projected results of operations following the Effective Date of the Plan. These projections assume the Plan and transactions contemplated thereby will be implemented in accordance with their terms. The assumptions and estimates underlying such projections are inherently uncertain and are subject to, among other factors, business, economic, legislative, and competitive risks and uncertainties that could cause actual results to differ materially from those projected. Such uncertainties and other factors include approval by the Bankruptcy Court of the Plan and potential objections of third parties. Accordingly, the projections herein are not necessarily indicative of the future financial condition, results of operations, or equity value of the 30 Reorganized Debtors, which may vary materially from those projections. Consequently, the projections contained herein should not be regarded as a representation or guarantee by the Debtors, the Debtors' advisors, or any other person that the projections herein can or will be achieved. ASSUMPTIONS REGARDING VALUE OF DEBTORS' ASSETS: It has been assumed in the preparation of the projections included in this Disclosure Statement that the historical book value of the Debtors' assets generally approximates the fair value thereof, except for specific adjustments discussed in the notes thereto. For financial reporting purposes, the fair value of the assets of the Debtors (including deferred tax assets) must be determined as of the Effective Date. Although such valuation is not presently expected to result in values that are materially different than the values assumed in the preparation of the projections herein, there can be no assurance with respect thereto. LEVERAGE, LIQUIDITY, AND CAPITAL REQUIREMENTS: In addition to Cash generated by operations, the Debtors' principal sources of liquidity following their emergence from bankruptcy will be the proceeds of loan dispositions, exit financing in amounts necessary to repay the debtor-in-possession financing and Cash accumulated by the Debtors during the Chapter 11 Cases. After the Effective Date of the Plan, the Debtors expect that in addition to working capital requirements, repayment of the Debtors' obligations under the exit financing and any notes issued pursuant to the Plan will impose liquidity requirements on the Debtors. Any increase in the interest rate pertaining to this indebtedness may reduce the funds available to the Debtors for their future operations. While the Debtors believe that they will have adequate liquidity to meet requirements following the Effective Date of the Plan, no assurances can be had in this regard. Any inability of the Debtors to service their indebtedness, obtain additional financing, as needed, or comply with the financial covenants contained in the debt instruments issued pursuant to the Plan could have a material adverse effect on the Debtors. RISING COST AND AVAILABILITY OF LABOR: There can be no assurances that rising labor costs will not have a material adverse effect on the Debtors in the future. RISING COST AND AVAILABILITY OF SUPPLIERS AND RAW MATERIALS: There can be no assurances that rising supplier and raw material costs will not have a material adverse effect on the Debtors in the future. HIGHLY COMPETITIVE INDUSTRY: There can be no assurance that increased competition in the future will not adversely affect the Debtors' financial condition and results of operations. CERTAIN RISKS OF NON-CONFIRMATION: There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting Holder of Claims or Interests might challenge the adequacy of the Disclosure Statement or the balloting procedures and results as not being in compliance with the Bankruptcy Code and/or Bankruptcy Rules. Even if the Bankruptcy Court were to determine that the balloting procedures and results were appropriate, the Bankruptcy Court could still decline to confirm the Plan if it 31 were to find that any of the statutory requirements for confirmation had not been met. Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation and requires, among other things, a finding by the Bankruptcy Court that the confirmation of the Plan is not likely to be followed by a liquidation or a need for further financial reorganization and that the value of Distributions to non-accepting Holders of Claims and Interests within a particular Class under the Plan will not be less than the value of Distributions such Holders would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. While there can be no assurance that the Bankruptcy Court will conclude that these requirements have been met, the Debtors believe that the Plan will not be followed by a need for further financial reorganization and that non-accepting Holders within each Class under the Plan will receive Distributions at least as great as would be received following a liquidation pursuant to chapter 7 of the Bankruptcy Code when taking into consideration all administrative expenses and costs associated with any such chapter 7 case, as set forth further in the discussion of the Liquidation Analysis in Section X of the Disclosure Statement. The confirmation and consummation of the Plan are also subject to certain conditions. If the Plan were not to be confirmed, it is unclear whether the restructuring could be implemented and what distribution Holders of Claims or Interests ultimately would receive with respect to their Claims or Interests. If an alternative plan of reorganization could not be agreed to and confirmed, it is possible that the Debtors would have to liquidate their assets, in which case the Debtors believe that it is likely that Holders of Claims or Interests would receive substantially less than the treatment they will receive pursuant to the Plan. IX. CERTAIN TAX CONSEQUENCES OF THE PLAN. A. GENERAL. The following discussion is a summary of certain United States federal income tax consequences of the Plan to the Debtors and certain holders of Claims and Interests. This description is for informational purposes only and, due to the lack of definitive judicial or administrative authority or interpretation, substantial uncertainties exist with respect to various tax consequences of the Plan as discussed herein. Only the principal United States federal income tax consequences of the Plan to the Debtors and to holders of Claims and Interests who are entitled to vote to accept or reject the Plan are described below. No opinion of counsel has been sought or obtained with respect to any tax consequences of the Plan. No rulings or determinations of the Internal Revenue Service ("IRS") or any other tax authorities have been sought or obtained with respect to any tax consequences of the Plan, and the discussion below is not binding upon the IRS or such other authorities. No representations are being made regarding the particular tax consequences of the confirmation and consummation of the Plan to the Debtors or any holder of a Claim. No assurance can be given that the IRS would not assert, or that a court would not sustain, a different position from any discussed herein. The following United States federal income tax consequences are based on the Internal Revenue Code of 1986, as amended (the "IRC"), Treasury Regulations promulgated and proposed thereunder, judicial decisions and published administrative rules and pronouncements of the IRS as in effect on the date hereof. Changes in such rules or new interpretations thereof 32 may occur, possibly with retroactive effect, and could significantly affect the United States federal income tax consequences described below. This summary does not address foreign, state or local tax consequences or any non-income tax consequences of the Plan, nor does it purport to address the federal income tax consequences of the Plan to special classes of taxpayers (such as foreign taxpayers, broker-dealers, banks, mutual funds, insurance companies, financial institutions, small business investment companies, regulated investment companies, tax-exempt organizations, and investors in REMICs and pass-through entities). ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, FOREIGN, STATE, LOCAL AND OTHER TAX CONSEQUENCES APPLICABLE UNDER THE PLAN. B. FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS. 1. CANCELLATION OF INDEBTEDNESS INCOME. Upon implementation of the Plan, the amount of the Debtors' aggregate outstanding indebtedness will be substantially reduced. In general, the discharge of a debt obligation in exchange for an amount of cash and other property having a fair market value (or, in the case of a new debt instrument, an "issue price") less than the "adjusted issue price" of the debt gives rise to cancellation of indebtedness ("COD") income to the debtor. However, COD income that arises in a Title 11 bankruptcy case is not taxable. Instead, such COD income reduces certain of the debtor's tax attributes, generally in the following order: (a) net operating losses ("NOLs") for the year of the discharge and NOL carryforwards to such year; (b) general business credit carryforwards; (c) minimum tax credit carryforwards; (d) capital loss carryforwards; (e) the tax basis of the debtor's depreciable and non-depreciable assets (but not below the amount of the debtor's liabilities immediately after the discharge); and (f) foreign tax credit carryforwards. To the extent the amount of COD income exceeds the tax attributes available for reduction, the excess COD income is forgiven. A debtor may elect to alter the preceding order of attribute reduction and, instead, first reduce the tax basis of its depreciable assets and, possibly, the depreciable assets of its subsidiaries. The reduction in tax attributes occurs after the end of the tax year in which the debt discharge occurs. On August 29, 2003, the IRS issued temporary and proposed regulations providing rules regarding the reduction of tax attributes of a group of affiliated corporations filing a consolidated tax return (such as the Debtors) when one or more members of the group has COD income. In general, these regulations provide that the COD income of a member of an affiliated group first will reduce the NOLs and other tax attributes allocable to that member. If the amount of COD income exceeds such member's tax attributes, the excess will be applied to 33 reduce NOLs and certain other tax attributes (other than basis in assets) allocable to other members of the affiliated group, on a pro rata basis. To the extent the COD income has the effect of reducing a member's basis in the stock of a subsidiary, the subsidiary also will be required to reduce its tax attributes (including basis in assets). The Debtors have not yet determined what impact these new regulations will have on its NOLs and other tax attributes. In certain circumstances, COD income realized by a consolidated subsidiary that has an "excess loss account" ("ELA") may cause the consolidated group to recognize taxable income. The Debtors have not determined the existence or amounts of any ELAs, or whether such ELAs would become taxable income upon implementation of the Plan. As a result of the discharge of Claims pursuant to the Plan, the Debtors expect to realize significant COD income. The amount of such COD income and the extent of the resulting tax attribute reduction will depend, in part, on the fair market value, as of the Effective Date, of the New Common Stock distributed to holders of Allowed Claims. Given the magnitude of the expected COD income, it is possible that the Debtors' NOL and capital loss carryforwards could be significantly reduced or eliminated and that the respective Debtors' tax basis in their assets also may be reduced. 2. IRC SECTION 382 - LIMITATIONS ON NOL CARRYFORWARDS. The Debtors anticipate that they will experience an "ownership change" (within the meaning of IRC Section 382) on the Effective Date as a result of the issuance of New Common Stock to holders of Allowed Claims pursuant to the Plan. Under IRC Section 382, if a corporation (or consolidated group) undergoes an "ownership change," the amount of its pre-change losses (including certain losses or deductions which are "built-in," i.e., economically accrued but unrecognized as of the date of the ownership change) that may be utilized to offset future taxable income generally is subject to an annual limitation. In general, the amount of the annual limitation to which the losses are subject is equal to the product of (i) the fair market value of the stock of the corporation (or, in the case of a consolidated group, the common parent) immediately before the ownership change (with certain adjustments) multiplied by (ii) the "long-term tax-exempt rate" in effect for the month in which the ownership change occurs (4.65% for ownership changes occurring in September 2003). For a corporation (or consolidated group) in bankruptcy that undergoes an ownership change pursuant to a confirmed bankruptcy plan, the stock value generally is determined immediately after (rather than before) the ownership change, also with certain adjustments. The stock value in this case would take into account any increase in value resulting from the surrender of creditors' claims. In the case of "built-in" losses and deductions (such as depreciation), the annual limitation applies only for five years after the ownership change and only to the extent of the "net" unrealized built-in loss as of the ownership change. Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent taxable year. However, if the corporation (or the consolidated group) does not continue its historic business or use a significant portion of its historic assets in a 34 new business for two years after the ownership change, the annual limitation resulting from the ownership change is zero. The operation and effect of IRC Section 382 will be materially different from that just described if the Debtors are subject to the special rule for corporations in bankruptcy provided in IRC Section 382(l)(5). This special rule may apply where, immediately after a corporation's emergence from bankruptcy, its shareholders and certain "qualified" creditors own at least 50% of the stock of the corporation. If this rule were to apply, the Debtors' ability to utilize their pre-Effective Date NOLs would not be limited as described above. However, several other limitations would apply to the Debtors under IRC Section 382(l)(5), including (a) the Debtors' NOLs would be calculated without taking into account deductions for interest paid or accrued in the portion of the current tax year ending on the Effective Date and all other tax years ending during the three-year period prior to the current tax year with respect to the Claims that are exchanged for New Common Stock pursuant to the Plan, and (b) if the Debtors undergo another ownership change within two years after the Effective Date, the Debtors' IRC Section 382 annual limitation with respect to that ownership change would be zero. A corporation that qualifies for IRC Section 382(l)(5) may elect not to have its provisions apply, in which case the annual limitation rules described above would apply. The Debtors have not determined whether they would qualify for IRC Section 382(l)(5), or if they would elect to have the IRC Section 382(l)(5) rules apply to the ownership change that is expected to arise from the consummation of the Plan. 3. NET UNREALIZED BUILT-IN LOSS OR GAIN. As indicated above, IRC Section 382 can operate to limit built-in losses recognized subsequent to the date of the ownership change. If a loss corporation (or consolidated group) has a "net unrealized built-in loss" at the time of an ownership change (taking into account most assets and items of "built-in" income and deductions), then any built-in losses recognized during the following five years (up to the amount of the original net built-in loss) generally will be treated as pre-change losses and similarly will be subject to the annual limitation. Conversely, if the loss corporation (or consolidated group) has a "net unrealized built-in gain" at the time of an ownership change (taking into account most assets and items of "built-in" income and deductions), any built-in gains recognized during the following five years (up to the amount of the original net built-in gain) generally will increase the annual limitation in the year recognized, such that the loss corporation (or consolidated group) would be permitted to use its pre-change losses against such built-in gains in addition to its regular annual allowance. Although the rule applicable to net unrealized built-in losses generally applies to consolidated groups on a consolidated basis, certain corporations that join the consolidated group within the preceding five years may not be able to be taken into account in the group computation of net unrealized built-in loss. Such corporations would nevertheless still be taken into account in determining whether the consolidated group has a net unrealized built-in gain. Thus, a consolidated group can be considered to have both a net unrealized built-in loss and a net unrealized built-in gain. In general, a loss corporation's (or consolidated group's) net unrealized built-in gain or loss will be deemed to be zero unless it is greater than the lesser of (i) $10 million or (ii) 15% of the fair market value of its assets (with certain adjustments) before the ownership change. It is expected that the Debtors will have a net unrealized built-in loss on the Effective Date. 35 4. ALTERNATIVE MINIMUM TAX . In general, an alternative minimum tax ("AMT") is imposed on a corporation's alternative minimum taxable income at a 20% tax rate to the extent such tax exceeds the corporation's regular federal income tax. For purposes of computing taxable income for AMT purposes, certain tax deductions and other beneficial allowances are modified or eliminated. For example, a corporation is generally not allowed to offset more than 90% of its taxable income for AMT purposes by available NOL carryforwards. In addition, if a corporation (or consolidated group) undergoes an ownership change within the meaning of IRC Section 382 and has a net unrealized built-in loss (as determined for AMT purposes) on the date of the ownership change, the corporation's (or consolidated group's) aggregate tax basis in its assets would be reduced for certain AMT purposes to reflect the fair market value of such assets as of the change date. Any AMT that a corporation pays generally will be allowed as a nonrefundable credit against its regular federal income tax liability in future taxable years when the corporation is no longer subject to AMT. C. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF CLAIMS. The United States federal income tax consequences of the transactions contemplated by the Plan to a holder of Allowed Claims (including the character, timing and amount of income, gain or loss recognized) will depend upon, among other things, (1) whether the Claim and the consideration received in respect thereof are "securities" for federal income tax purposes; (2) the manner in which a holder acquired a Claim; (3) the length of time the Claim has been held; (4) whether the Claim was acquired at a discount; (5) whether the holder has taken a bad debt deduction with respect to the Claim (or any portion thereof) in the current or prior years; (6) whether the holder has previously included in its taxable income accrued but unpaid interest with respect to the Claim; (7) the holder's method of tax accounting; and (8) whether the Claim is an installment obligation for federal income tax purposes. Therefore, holders of Claims should consult their own tax advisors for information that may be relevant to their particular situations and circumstances and the particular tax consequences to them of the transactions contemplated by the Plan. This discussion assumes that the holder has not taken a bad debt deduction with respect to a Claim (or any portion thereof) in the current or any prior year and such Claim did not become completely or partially worthless in a prior taxable year. 1. ACCRUED INTEREST. Under the Plan, cash or other property may be distributed or deemed distributed to certain holders of Claims with respect to their Claims for accrued interest. Holders of Claims for accrued interest that previously have not included such accrued interest in taxable income will be required to recognize ordinary interest income equal to the amount of cash or other property received with respect to such Claims for accrued interest. Holders of Claims for accrued interest that have included such accrued interest in taxable income generally may take an ordinary deduction to the extent that such Claim is not fully satisfied under the Plan (after allocating the distribution between principal and accrued interest), even if the underlying Claim is held as a 36 capital asset. The adjusted tax basis of any property received in exchange for a Claim for accrued interest will equal the fair market value of such property of the Effective Date, and the holding period for the property will begin on the day after the Effective Date. The extent to which consideration distributable under the Plan is allocable to interest is not clear. Holders of Claims are advised to consult their own tax advisors to determine the amount, if any, of consideration received under the Plan that is allocable to interest. 2. MARKET DISCOUNT. The market discount provisions of the IRC may apply to holders of certain Claims. In general, a debt obligation (other than a debt obligation with a fixed maturity of one year or less) that is acquired by a holder in the secondary market (or, in certain circumstances, upon original issuance) is a "market discount bond" as to that holder if its stated redemption price at maturity (or, in the case of a debt obligation having original issue discount, the revised issue price) exceeds the adjusted tax basis of the debt obligation in the holder's hands immediately after its acquisition. However, a debt obligation will not be a "market discount bond" if such excess is less than a statutory de minimis amount. Gain recognized by a creditor with respect to a "market discount bond" generally will be treated as ordinary interest income to the extent of the market discount accrued on such bond during the creditor's period of ownership, unless the creditor elected to include accrued market discount in taxable income currently. A holder of a market discount bond that is required under the market discount rules of the IRC to defer deduction of all or a portion of the interest on indebtedness incurred or maintained to acquire or carry the bond may be allowed to deduct such interest, in whole or in part, on the disposition of such bond. 3. HOLDERS OF CLASS FOUR CLAIMS. A Holder of a Class Four Claim that receives New Common Stock in exchange for its Claim pursuant to the Plan will realize income, gain or loss for United States federal income tax purposes in an amount generally equal to the difference between (1) the fair market value on the Effective Date of the New Common Stock received in exchange for the Claim and (2) the holder's adjusted tax basis in its Claim. Whether such income, gain or loss will be recognized will depend upon whether the exchange is treated as a "reorganization" for United States federal income tax purposes. In turn, this depends upon, among other things, whether any component of the Claim constitutes a "security" for United States federal income tax purposes. The determination of whether a debt instrument constitutes a security depends upon an evaluation of the term and nature of the debt instrument. Generally, corporate debt instruments with maturities of less than five years when issued are not considered securities, while corporate debt instruments with maturities of ten years or more when issued are considered securities. If an exchange of a Claim for New Common Stock is not treated as a reorganization, a holder of such Claim generally should, except as described in the next sentence, recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (1) the fair market value of the New Common Stock (determined as of the Effective Date) received in respect of its Claim and (2) the holder's adjusted tax basis in its 37 Claim. A holder should, however, recognize interest income to the extent it receives New Common Stock in respect of accrued interest or accrued market discount that have not already been included in income under the holder's method of accounting (as described above under the headings "Accrued Interest" and "Market Discount"). A holder's tax basis in the New Common Stock received in respect of its Claim generally should be equal to the fair market value of such New Common Stock on the Effective Date. The holding period for New Common Stock received pursuant the Plan should begin on the day after the Effective Date. The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the tax status of the holder, the nature of the Claim in such holder's hands, whether the Claim constitutes a capital asset in the hands of the holder, whether the Claim was purchased at a discount, and whether and to what extent the holder previously claimed a bad debt deduction with respect to its Claim. If, on the other hand, a Claim is treated as a "security" and the receipt of New Common Stock in respect of such Claim were treated as a "reorganization" then, except as described below, (1) a holder would not recognize any gain or loss, with respect to all or part of its Claim, (2) its tax basis in the consideration received would reflect its tax basis in its Claim, and (3) its holding period with respect to such consideration would include the holding period of its Claim. A holder should, however, recognize interest income to the extent it receives New Common Stock in respect of accrued interest or accrued market discount that have not already been included in income under the holder's method of accounting (as described above under the headings "Accrued Interest" and "Market Discount"). The precise treatment of the exchange would depend, in part, on which components of the Claim were treated as "securities" for federal income tax purposes. D. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF NON-DEBTOR-HELD INTERESTS [CLASS 6A]. The receipt of New Warrants in exchange for Non-Debtor-Held Interests pursuant to the Plan generally should be treated as a "reorganization" for United States federal income tax purposes. Accordingly, a Holder of a Non-Debtor-Held Interest should not recognize gain or loss for federal income tax purposes as a result of the exchange of such Interests pursuant to the Plan. In addition, such a holder's tax basis in the New Warrants received pursuant to the Plan should be equal to the aggregate tax basis in its Non-Debtor-Held Interests surrendered in exchange therefor. A holder's holding period for its New Warrants received pursuant to the Plan should include the holding period of its Non-Debtor-Held Interests surrendered in exchange therefor. E. INFORMATION REPORTING AND BACKUP WITHHOLDING. Certain payments, including payments in respect of accrued interest or market discount, are generally subject to information reporting by the payor to the IRS. Moreover, such reportable payments are subject to backup withholding under certain circumstances. Under the IRC's backup withholding rules, a United States holder may be subject to backup withholding at the applicable rate with respect to certain distributions or payments pursuant to the Plan, unless the holder (a) comes within certain exempt categories (which generally include corporations) and, when required, demonstrates this fact or (b) provides a correct United States taxpayer 38 identification number and certifies under penalty of perjury that the holder is a United States person, the taxpayer identification number is correct and that the holder is not subject to backup withholding because of a failure to report all dividend and interest income. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a holder's United States federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate Claim for refund with the IRS. X. CONFIRMATION PROCEDURES. PERSONS CONCERNED WITH CONFIRMATION OF THE PLAN SHOULD CONSULT WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF REORGANIZATION IS VERY COMPLEX. The following discussion is intended solely for the purpose of alerting readers about certain basic Plan confirmation issues, which they may with to consider. The Debtors CANNOT and DO NOT represent that the discussion contained below is a comprehensive summary of the law on this topic. Many requirements must be met before the Bankruptcy Court can confirm the Plan. Some of the requirements discussed in this Disclosure Statement include acceptance of the Plan by the Voting Classes, whether the Plan can be confirmed even if one or more classes do not accept the Plan, whether the Plan pays creditors at least as much as creditors would receive in a Chapter 7 liquidation, and whether the Plan is feasible. These requirements, however, are not the only requirements for confirmation. A. VOTING AND RIGHT TO BE HEARD AT CONFIRMATION. 1. WHO MAY SUPPORT OR OBJECT TO CONFIRMATION OF THE PLAN. Any party in interest may support or object to the confirmation of the Plan. As explained in further detail below, entities that may not have a right to vote (e.g., entities whose Claims or Interests belong to an Unimpaired Class or to a Class that will receive no Distribution under the Plan) may still have a right to support or object to the confirmation of the Plan. 39 2. WHO MAY VOTE TO ACCEPT OR REJECT THE PLAN. A creditor generally has a right to vote for or against the Plan if that creditor has a Claim that is both "allowed" for purposes of voting and classified in an Impaired Class. Notwithstanding the foregoing, under section 1126(g) of the Bankruptcy Code, impaired classes that will neither receive nor retain any consideration under a plan are deemed to have rejected the plan and do not vote. Under the Plan, only Holders of Allowed Claims and Interests in Classes 2G, 3, 4D, 4E and 6A and those Holders who are the beneficial holders of Allowed Claims in Classes 4A, 4B, and 4C (the aforementioned "Voting Classes") are entitled to vote on the Plan. Holders of Claims in Classes 1, 2A, 2B, 2C, 2D, 2E, 2F, 2H, 2I, 2J, 2K and 2L are Unimpaired and deemed to have accepted the Plan. Holders of Claims and Interests in Classes 5 and 6B are Insiders whose Claims or Interests will be substantively consolidated pursuant to the Substantive Consolidation Order and are not entitled to vote on the Plan. 3. WHAT IS AN ALLOWED CLAIM FOR VOTING PURPOSES. As noted above, a creditor's Claim must be "allowed" for purposes of voting in order for such creditor to have the right to vote. Generally, for voting purposes a Claim is deemed "allowed," absent an objection to the Claim, if: (a) a proof of Claim was timely filed, or (b) if no proof of Claim was filed, the Claim is identified in the Debtors' Schedule of Assets and Liabilities as other than "disputed," "contingent," or "unliquidated," and an amount of the Claim is specified in the Schedules of Assets and Liabilities, in which case the Claim will be deemed allowed for the specified amount. In either case, when an objection to a Claim is filed, the creditor holding the Claim cannot vote unless the Bankruptcy Court, after notice and hearing, either overrules the objection, or allows the Claim for voting purposes. Moreover, Bankruptcy Rule 3018(a) provides that, with respect to Holders of Senior Notes, Junior Notes, B-Piece Certificates and Old Common Stock, such Holders must be of record on the date that the Disclosure Statement is approved under section 1125 of the Bankruptcy Code in order to vote on the Plan. Note that the definition of "Allowed Claim" used in the Plan for purposes of determining whether creditors are entitled to receive Distributions thereunder may differ materially from that used by the Bankruptcy Court to determine whether a particular Claim is "allowed" for purposes of voting. Holders of Claims are advised to review the definitions of "Allowed Claim" and "Disputed Claim" in the Plan to determine whether they may be entitled to receive distributions under the Plan. 4. WHAT IS AN IMPAIRED CLASS OF CLAIMS OR INTERESTS. As noted above, a Claim or Interest that is "allowed" for voting purposes only has the right to vote if it is in a Class that is Impaired under the Plan and if that Class will receive or retain any consideration under the Plan. A Class is Impaired if the Plan alters the legal, equitable, or contractual rights of the Holders of Claims or Interests of that Class. As noted, 40 under the Plan, all Classes are Impaired except Classes 1, 2A, 2B, 2C, 2D, 2E, 2F, 2H, 2I, 2J, 2K and 2L. 5. WHO IS NOT ENTITLED TO VOTE. The Holders of the following types of Claims are not entitled to vote: (a) Claims that have been disallowed; (b) Claims that are subject to a pending objection and that have not been allowed for voting purposes; (c) Claims in Unimpaired Classes; (d) Claims entitled to priority pursuant to sections 507(a)(1), 507(a)(2), and 507(a)(7) of the Bankruptcy Code; and (e) Claims in Classes that do not receive or retain any property under the Plan. Holders of Claims and Interests in Unimpaired Classes are not entitled to vote because such Classes are deemed to have accepted the Plan. Holders of Claims entitled to priority pursuant to sections 507(a)(1), 507(a)(2), and 507(a)(7) of the Bankruptcy Code are not entitled to vote because such Claims are not placed in Classes and they are required to receive certain treatment specified by the Bankruptcy Code. Claims and Interests in Classes that do not receive or retain any property under the Plan do not vote because such Classes are deemed to have rejected the Plan. Even if your Claim or Interest is of the type described above, you may still have a right to support or object to the confirmation of the Plan. 6. VOTES NECESSARY TO CONFIRM THE PLAN. The Court cannot confirm the Plan unless: (a) at least one Impaired Class has accepted the Plan without counting the votes of any Insiders within that Class; and (b) either all Impaired Classes have voted to accept the Plan, or the Plan is eligible to be confirmed by "cramdown" with respect to any dissenting Impaired Class as discussed in section 1129(b) of the Bankruptcy Code. 7. VOTES NECESSARY FOR A CLASS TO ACCEPT THE PLAN. A Class of Claims is considered to have accepted the Plan when more than one-half (1/2) in number and at least two-thirds (2/3) in dollar amount of the Claims that actually voted have voted in favor of the Plan. 8. TREATMENT OF NON-ACCEPTING CLASSES. As noted above, even if all Impaired Classes do not accept the proposed Plan, the Bankruptcy Court may nonetheless confirm the Plan if the non-accepting Classes are treated in the manner required by the Bankruptcy Code. The process by which a Plan is confirmed despite rejections by non-accepting Classes and made binding on those Classes is commonly referred to as a "cramdown." The Bankruptcy Code allows the Plan to be "crammed down" on non-accepting Classes of Claims or Interests if the Plan meets the requirements of section 1129(a)(1) through (a)(7) and 1129(a)(9) through (a)(13) of the Bankruptcy Code and if the Plan does not "discriminate unfairly" and is "fair and equitable" with respect to non-accepting Classes as those terms are defined in section 1129(b) of the Bankruptcy Code section. 41 9. REQUEST FOR CONFIRMATION DESPITE NON-ACCEPTANCE BY IMPAIRED CLASSES. The Debtors have asked the Bankruptcy Court to confirm this Plan by cramdown on any Classes that are deemed to have rejected the Plan and on any Impaired Voting Class that does not vote to accept the Plan. B. HYPOTHETICAL LIQUIDATION ANALYSIS. Another confirmation requirement is the "Best Interest Test" or "Hypothetical Liquidation Test" incorporated in section 1129(a)(7) of the Bankruptcy Code. The test applies to individual Holders of Unsecured Claims and Holders of Interests that are both (i) in Impaired Classes under the Plan, and (ii) do not vote to accept the Plan. Section 1129(a)(7) of the Bankruptcy Code requires that such Holders of Unsecured Claims and Holders of Interests receive or retain an amount under the Plan not less than the amount that such Holders would receive or retain if the Debtors were to be liquidated under chapter 7 of the Bankruptcy Code. The Debtors do not intend that their Chapter 11 Cases actually will be converted to chapter 7 liquidations. However, in order to apply the Best Interest Test, the Debtors have prepared a hypothetical liquidation analysis attached hereto as Exhibit C. The hypothetical liquidation analysis projects an estimate of what Holders of Unsecured Claims and Holders of Interests might receive in the event the Debtors' Chapter 11 Cases were to be converted to chapter 7 cases and the Debtors' assets subsequently liquidated. THE DEBTORS' HYPOTHETICAL LIQUIDATION ANALYSIS IS BASED UPON ASSUMPTIONS THAT THE DEBTORS BELIEVE TO BE REASONABLE BASED UPON THE BEST INFORMATION AVAILABLE TO THEM. HOWEVER, THERE ARE NUMEROUS ECONOMIC, LEGAL, OPERATIONAL, AND OTHER UNCERTAINTIES THAT COULD DRAMATICALLY CHANGE THE RESULTS IN AN ACTUAL LIQUIDATION. MOREOVER, BECAUSE THE BUSINESSES IN WHICH THE DEBTORS' OPERATE ARE HIGHLY REGULATED, THERE MAY BE SIGNIFICANT REGULATORY CONSEQUENCES AND RESTRICTIONS IN A LIQUIDATION THAT CANNOT BE PREDICTED WITH ANY CERTAINTY. THUS, THERE CAN BE NO GUARANTY THAT AN ACTUAL LIQUIDATION OF THE DEBTORS WOULD RESULT IN THE PROJECTED RECOVERIES FOR HOLDERS OF UNSECURED CLAIMS AND HOLDERS OF INTERESTS. In a typical chapter 7 case, a trustee is elected or appointed to liquidate the debtor's assets for distribution to creditors in accordance with the priorities set forth in the Bankruptcy Code. Secured creditors generally are paid first from the sales proceeds of properties securing their liens. If any assets are remaining in the bankruptcy estates after the satisfaction of secured creditors' claims from their collateral, administrative expenses generally are next to receive payment. Unsecured creditors are paid from any remaining sales proceeds, according to their respective priorities. Unsecured creditors with the same priority share in proportion to the amount of their allowed claims in relationship to the total amount of allowed claims held by all unsecured creditors with the same priority. Finally, equity interest holders receive the balance that remains, if any, after all creditors are paid. The hypothetical liquidation analysis included in Exhibit C to this Disclosure Statement projects that Holders of Unsecured Claims and Holders of Interests would receive less consideration in the event the Debtors were to be liquidated under chapter 7 of the Bankruptcy Code than under this Plan. Moreover, it is projected that Holders of Secured Claims would 42 receive less than payment in full. Under the Plan, Holders of Priority Non-Tax Claims will receive payment in full, and most Holders of Unsecured Claims will receive Distributions of New Common Stock or Cash. Thus, the Debtors believe that all creditors will receive at least as favorable treatment under the Plan as they would in a hypothetical liquidation, and in fact, most creditors will receive far better treatment under the Plan. Holders of Old Common Stock will receive New Warrants under either the Plan or in a hypothetical liquidation, and thus would not be better off in a liquidation. C. FEASIBILITY. The Bankruptcy Code requires that, in order for the Plan to be confirmed, the Debtors must demonstrate that consummation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors. For purposes of determining whether the Plan meets the feasibility requirement, the Debtors have analyzed their ability to meet their obligations under the Plan. Based upon the Projections set forth in Exhibit B hereto, which show continued availability under the Debtors' revolving line of credit and net operating income in years 2003 through 2008, the Debtors believe that the Plan is feasible and that they will be able to make all payments required to be made pursuant to the Plan. HOLDERS OF CLAIMS AND INTERESTS ARE ADVISED TO REVIEW CAREFULLY THE CAUTIONARY STATEMENTS INCLUDED IN SECTION I OF THIS DISCLOSURE STATEMENT AND THE ASSUMPTIONS INCLUDED IN THE PROJECTIONS IN CONNECTION WITH THEIR REVIEW OF THE SAME. AS NOTED THEREIN, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED. D. ALTERNATIVES TO THE PLAN. If the Plan is not confirmed, in which case the Debtors default under the terms of the Final DIP Agreement, the Debtors (or if the Debtors' exclusive period in which to file a plan has expired, any other party in interest) could attempt to formulate a different plan. Such a plan might involve a sale or an orderly liquidation of the Debtors assets. The Debtors have explored various alternatives in connection with the formulation and development of the Plan. They believe that the Plan, as described herein, enables creditors to realize the most value under the circumstances. In a liquidation under chapter 11, the Debtors' assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7, possibly resulting in somewhat greater (but indeterminate) recoveries than would be obtained in a chapter 7 case, and the expenses for professional fees would most likely be lower than those incurred in a chapter 7 case. Although preferable to a chapter 7 liquidation, the Debtors believe that a liquidation under chapter 11 is a much less attractive alternative to creditors than the Plan because of the greater returns potentially provided by the Plan. The likely form of any liquidation would be the sale of individual assets. Based on this analysis, it is likely that a liquidation of the Debtors' assets would produce less value for distribution to creditors than that recoverable in each instance under the Plan. In the opinion of the Debtors, the recoveries projected to be available in liquidation are not likely to afford Holders of Claims as great a realization potential as does the Plan. 43 XI. RECOMMENDATION AND CONCLUSION. The Debtors believe that confirmation and implementation of the Plan are preferable to any of the feasible alternatives because the Plan will provide substantially greater recoveries for creditors. ACCORDINGLY, THE DEBTORS URGE HOLDERS OF IMPAIRED CLAIMS TO VOTE TO ACCEPT THE PLAN BY SO INDICATING ON THEIR BALLOTS AND RETURNING THEM AS SPECIFIED IN THIS DISCLOSURE STATEMENT AND ON THE BALLOTS. Dated: September 9, 2003 NEW DIMENSION HOMES, INC. Wilmington, Delaware By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President DREAM STREET COMPANY, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President OAKWOOD SHARED SERVICES, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President HBOS MANUFACTURING, LP By: Oakwood Mobile Homes, Inc., General Partner By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President 44 OAKWOOD MHD4, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President OAKWOOD ACCEPTANCE CORPORATION, LLC By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President OAKWOOD HOMES CORPORATION By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Executive Vice President OAKWOOD MOBILE HOMES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President SUBURBAN HOME SALES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President 45 FSI FINANCIAL SERVICES, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President HOME SERVICE CONTRACT, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President TRI-STATE INSURANCE AGENCY, INC. By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President GOLDEN WEST LEASING, LLC By: /s/ Randelle R. Smith ------------------------------------ Name: Randelle R. Smith Title: Vice President CREST CAPITAL, LLC By: /s/ Randelle R. Smith ------------------------------------ Name: Randelle R. Smith Title: Vice President 46 PREFERRED HOUSING SERVICES, LP By: Oakwood Mobile Homes, Inc., General Partner By: /s/ Robert A. Smith ------------------------------------ Name: Robert A. Smith Title: Vice President -and- MORRIS, NICHOLS, ARSHT & TUNNELL /s/ Daniel B. Butz ---------------------------------------- Robert J. Dehney (No. 3578) Derek C. Abbott (No. 3376) Michael G. Busenkell (No. 3933) Gilbert R. Saydah, Jr. (No. 4304) Gregory T. Donilon (No. 4244) Daniel B. Butz (No. 4227) 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19899-1347 (302) 658-9200 - and - RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. Albert F. Durham Patricia B. Edmondson 1200 Carillon, 227 West Trade Street Charlotte, North Carolina 28202-1675 (704) 334-0891 47 EXHIBIT A [see Revised First Amended Plan of Reorganization attached to this Form 8-K as Exhibit 99.2] EXHIBIT B [OAKWOOD HOMES LOGO] =============================================================================== [OAKWOOD HOMES LOGO] FINANCIAL ANALYSIS =============================================================================== Page 1 [OAKWOOD HOMES LOGO] TABLE OF CONTENTS INTRODUCTION.............................................................................................3 BASIS OF PRESENTATION....................................................................................4 SALES VOLUME AND PRICING - RETAIL AND MANUFACTURING...................................................5 FINANCE REVENUE - OAKWOOD ACCEPTANCE CORPORATION......................................................6 INSURANCE COMMISSIONS.................................................................................7 COST OF GOODS SOLD AND GROSS MARGIN...................................................................7 SELLING AND GENERAL ADMINISTRATIVE EXPENSES...........................................................7 WHOLE LOAN SALES / SECURITIZATIONS....................................................................8 FEDERAL INCOME TAXES..................................................................................8 WORKING CAPITAL.......................................................................................8 CAPITAL EXPENDITURES..................................................................................9 FINANCIAL ANALYSIS......................................................................................10 SCHEDULE 1 - INCOME STATEMENT........................................................................11 SCHEDULE 2 - PRO FORMA FRESH START BALANCE SHEET.....................................................12 SCHEDULE 3 - BALANCE SHEET...........................................................................13 SCHEDULE 4 - DEBT BALANCE SUMMARY................................................................... 14 SCHEDULE 5 - STATEMENTS OF CASH FLOWS................................................................15 SCHEDULE 6 - CONSOLIDATED RECOVERY...................................................................16 Page 2 [OAKWOOD HOMES LOGO] INTRODUCTION Oakwood, which was founded in 1946, designs, manufactures and markets manufactured and modular homes and arranges financing for a portion of its retail and independent dealer network sales. The Company also acts as agent in providing a variety of insurance products for its customers. Prior to 2003, the Company had a captive reinsurance subsidiary located in Bermuda. The Company operates three distinct and inter-related business divisions: (i) manufacturing, (ii) retail and (iii) consumer finance. Vertical integration of these segments enables the Company to address and control the primary factors that shape a customer's home buying decision, including product features and design, quality of materials and workmanship, the retail selling process and the availability of financing options and service after each sale. The Company currently operates 14 manufacturing plants and 99 Company-owned and operated sales centers across the U.S. In addition, Oakwood sells its homes through approximately 600 independent retailers located throughout the U.S. Oakwood finances or arranges financing for certain of its retail unit sales through its consumer finance subsidiary Oakwood Acceptance Corp. ("OAC"). For those homes financed through OAC, the Company securitizes these loans in the asset-backed securities market or sells the loans in whole loan transactions. OAC's activities include both the origination and servicing of manufactured home loans. The Company is headquartered in Greensboro, NC and as of May 31, 2003, had 5,254 employees. Page 3 [OAKWOOD HOMES LOGO] BASIS OF PRESENTATION The Forecast for 2003 through 2008 has been prepared by management based upon assumptions they believe represent the most likely of many possible outcomes for a number of key issues and events critical to Oakwood's future. The following reflect the significant assumptions included in the Financial Analysis: - Management assumes the confirmation of the Plan in accordance with its terms and that all transactions contemplated by the Plan will be consummated on or about the Effective Date of November 15, 2003. Payments to selected creditors to date and over time are reflected in existing court orders and in accordance with the terms of the Plan. - The Plan contemplates that the creditors will receive more than 50% of equity and thus there will be a change in control upon emergence from Chapter 11. Therefore in accordance with Statement of Position 90-7, issued by the American Institute of Certified Public Accountants, Oakwood Homes will adopt fresh-start accounting. - Although the fiscal year end has been changed to June 30, the forecast has been prepared on a September year-end for ease of comparability to reported historical results. - The year ended September 30, 2003 includes a combination of actual results through May 2003 and forecasted financial results through the remainder of the year. - The rate of inflation in the forecast is assumed to be 3% each year during the Forecast period. - The Forecast reflects Oakwood operating as a single enterprise. - The forecast includes information presented on a same sales center and same plant basis for sake of comparability and for a clearer understanding of the significant restructuring Oakwood has undertaken. Oakwood is currently operating 99 sales centers. Oakwood has closed 5 of 19 plants since the beginning of FY 2003 and anticipates the idling of an additional plant in FY 2004. - Retail sales consist of sales to consumers from company-owned sales centers. Wholesale sales consist of sales to independent dealers. - The following chart reflects a summary P&L for Oakwood with forecasts from 2003 through 2008. Page 4 [OAKWOOD HOMES LOGO] CONSOLIDATED INCOME STATEMENT - SUMMARY ($'s in thousands)

ACTUAL ACTUAL FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST FYE SEPTEMBER 30 2001 2002 2003 2004 2005 2006 2007 2008 ---------- ---------- ---------- -------- -------- -------- -------- -------- REVENUE Net Sales Retail $ 653,515 $ 515,849 $ 307,814 $249,307 $286,631 $306,945 $328,741 $355,665 Wholesale 351,605 410,686 317,709 327,908 363,570 383,051 403,586 425,285 Net Sales 1,005,120 926,535 625,524 577,215 650,201 689,996 732,327 780,950 Financial Services Income Consumer Finance 42,352 (37,412) (73,030) 53,935 50,064 47,753 46,890 49,797 Insurance 38,948 29,938 8,111 4,278 4,066 3,945 3,884 3,852 Financial Services Income 81,300 (7,474) (64,920) 58,214 54,131 51,699 50,774 53,649 Other Income 9,285 7,553 9,804 4,941 5,704 6,104 6,533 7,064 ---------- ---------- ---------- -------- -------- -------- -------- -------- TOTAL REVENUES $1,095,705 $ 926,614 $ 570,408 $640,369 $710,035 $747,798 $789,634 $841,664 ---------- ---------- ---------- -------- -------- -------- -------- -------- Gross Profit Percent Based on Net Sales 20.9% 23.5% 18.9% 24.6% 25.5% 25.8% 26.2% 26.7% ---------- ---------- ---------- -------- -------- -------- -------- -------- TOTAL COST AND EXPENSES $ 442,486 $ 417,451 $ 265,013 $199,538 $198,214 $200,131 $201,946 $208,545 ---------- ---------- ---------- -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES (176,049) (271,780) (410,088) 3,830 27,558 35,530 47,564 60,915 ---------- ---------- ---------- -------- -------- -------- -------- -------- Provision for Income Taxes -- (78,729) -- 4,272 11,023 14,212 19,026 24,366 ---------- ---------- ---------- -------- -------- -------- -------- -------- NET INCOME $ (176,049) $ (193,051) $ (410,088) $ (442) $ 16,535 $ 21,318 $ 28,538 $ 36,549 ========== ========== ========== ======== ======== ======== ======== ========

PRINCIPAL ASSUMPTIONS SALES VOLUME AND PRICING - RETAIL AND MANUFACTURING Manufacturing sales include both external wholesale sales to independent dealers and internal sales to company owned sales centers (such internal sales being eliminated in the Company's consolidated financial statements) The manufacturing forecast assumes a marginal price increase for external sales from 2003 to 2004 and then 2% price increases through 2008. External shipments of floors are forecast to grow by 3.9%, on average, per annum from 2003 through 2008. The Company forecasts a modest recovery in the manufacturing housing industry by mid 2005. SAME PLANT/SAME STORE SUMMARY INFORMATION ($ in millions)

ACTUAL FORECAST ---------------- ------------------------------------------------------------- FYE SEPTEMBER 30 2001 2002 2003 2004 2005 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ FINANCIAL DATA External Manufacturing Sales $280.5 $332.1 $294.6 $327.9 $363.6 $383.1 $403.6 $425.3 Retail Sales 238.7 284.8 230.0 248.0 286.6 306.9 328.7 355.7 MFG. SALES + RETAIL SALES $628.7 $665.5 $524.6 $576.0 $650.2 $690.0 $732.3 $781.0 % growth (External Sales) -15.9% -21.2% 9.8% 12.9% 6.1% 6.1% 6.6%

As consumer demand is moving to more upscale models with more amenities, the retail forecast assumes a 2.6%, on average, per annum same store price increase from 2003 to 2008, based on the 99 remaining stores. While unit sales are projected to be down 35% from 2003 to 2004 in absolute terms because of the impact of store closings, on a same store basis, units are projected to grow by 6.0%, on average, per annum. Retail sales also Page 5 [OAKWOOD HOMES LOGO] include the sales of used units and other miscellaneous revenue generally associated with insurance commissions, collectively representing less than 2% of retail sales. FINANCE REVENUE - OAKWOOD ACCEPTANCE CORPORATION Oakwood Acceptance Corporation (OAC) has two primary sources of income; servicing income from loans that are securitized and serviced by OAC and interest income. As part of the securitization process, OAC historically has retained the contractual right to service all securitized loans in exchange for a monthly cash servicing fee generally between 1.0%-1.5% (on an annualized basis) of the principal balance of loans being serviced. The pooling and servicing agreements between the Company and the REMIC trusts historically mandated that the servicing fee be subordinated to all payments to REMIC bondholders, resulting in a substantially lower percentage of fees actually being collected by the Company. In December 2002 and January 2003, the Bankruptcy Court entered into a final order authorizing OAC to elevate its servicing fees to a senior position which has materially increased the cash servicing fees received by the Company. OAC is expected to continue receiving a servicing fee of approximately 1.10% (on an annualized basis) on its securitized loan portfolio from 2003 through 2008. Interest income is derived from three main sources: interest on loans held for sale; interest on REMIC Regular Interests, and interest income on REMIC Residual Interests. As Oakwood originates loans, the balance of the loans held for sale increases incrementally. FINANCE DIVISION SUMMARY INCOME INFORMATION ($ millions)

ACTUALS FORECAST ------------------ ------------------------------------------------------------------ FYE SEPTEMBER 30 2001 2002 2003 2004 2005 2006 2007 2008 ------ ------ ------ ------ ------ ------ ------ ------ Financial Services Revenues Interest Income $ 38.8 $ 18.0 $ 22.9 $ 14.3 $ 15.7 $ 15.6 $ 16.4 $ 20.3 Servicing Fees 29.5 40.2 46.5 33.4 32.4 30.6 29.2 27.8 Gain/(Loss) on Sale of Loans (5.5) (95.2) (48.1) 3.9 0.0 0.0 0.0 0.0 Other Income 1.7 0.6 0.4 2.3 2.0 1.6 1.3 1.7 LOCOM Adjustment 0.0 0.0 (88.3) 0.0 0.0 0.0 0.0 0.0 Residual Charges (22.1) (1.0) (6.4) 0.0 0.0 0.0 0.0 0.0 ------ ------ ------ ------ ------ ------ ------ ------ Total Financial Services Revenue $ 42.4 $(37.4) $(73.0) $ 53.9 $ 50.1 $ 47.8 $ 46.9 $ 49.8 SERVICING FEES DETAIL Cash Servicing Fees $ 38.9 $ 32.6 $ 52.5 $ 42.8 $ 39.7 $ 36.8 $ 34.8 $ 32.9 Amortization of Servicing Asset/Liab (9.4) 7.6 (6.0) (9.4) (7.3) (6.2) (5.7) (5.1) ------ ------ ------ ------ ------ ------ ------ ------ Servicing Fees $ 29.5 $ 40.2 $ 46.5 $ 33.4 $ 32.4 $ 30.6 $ 29.2 $ 27.8 Average Portfolio Size 4,819 5,008 4,821 4,001 3,644 3,390 3,201 3,047 New Originations 864 768 391 182 205 217 231 246 Implied Servicing Basis Points 0.81% 0.65% 1.09% 1.07% 1.09% 1.09% 1.09% 1.08%

Page 6 [OAKWOOD HOMES LOGO] INSURANCE COMMISSIONS In early FY2003, the Company decided to exit the third party reinsurance business in order to reallocate capital to the Company's core businesses. Effective November 1, 2002, the Company's captive reinsurance subsidiary ceased to underwrite new policies. Following the closure of its captive insurance business in November 2002, the capital requirements and administrative costs of the Company's insurance operations have been substantially reduced relative to historical levels. The Company has arranged for a 30% commission on all insurance policies referred to a large insurer for the remainder of FY 2003 through FY 2008. COST OF GOODS SOLD AND GROSS MARGIN Oakwood's gross profit as a percentage of sales is forecasted to improve from 18.9% in 2003 to 24.6% in 2004. Gross profit margin for 2002 was 23.5%. The increase in gross profit is driven by three main factors: - Increases in prices at both manufacturing and retail due to a shift in product mix; - The reduction in bulk and closeout sales as seen in 2003 due to the closure of sales centers and plants; and, - Cost reductions and the closure of inefficient plants and sales centers. From 2004 through 2008, gross profit is assumed to improve from 24.6% in 2004 to 26.7% in 2008. On a same store, same plant basis, pro forma basis, 2002 gross profit was 25.9%, 2003 is forecasted to be 23.5% and 2004 is forecasted to be 24.6%. The increase from 2003 to 2004 is primarily attributed to the write down of PP&E and depreciation associated with fresh-start accounting and increases in average selling price. SELLING AND GENERAL ADMINISTRATIVE EXPENSES Selling and General Administrative Expenses (SG&A) for the Housing Division, which includes Retail, Manufacturing and Corporate is forecasted to grow at 5% annually from 2004 through 2008. Headcount at corporate has been reduced from 204 in 2002 to 152 in 2003. Overall, the operational restructuring has caused the Company's headcount to be reduced from 7,466 on October 1, 2002 to 5,254 as of May 31, 2003. The reductions have primarily occurred in the Company's retail and manufacturing operating divisions as a result of closing stores and plants. SG&A for the Finance division is forecasted to decline with the reduction in the size of the loan portfolio being serviced and reduced loan originations. Loans underwritten to higher credit standards should also have lower default rates and lower servicing costs. Page 7 [OAKWOOD HOMES LOGO] WHOLE LOAN SALES/SECURITIZATIONS As part of the securitization/whole loan sales process, Oakwood forecasts whole loan sales for the remainder of 2003 and selling loans on a servicing released basis for all of 2004. For the years 2005 through 2008, Oakwood forecasts securitizing loans with 90% cash proceeds, 8% creation of subordinated Residual Assets and a 2% Servicing Asset. FINANCE DIVISION SECURITIZATION SUMMARY ($ millions)

ACTUALS FORECAST ------------------- ------------------------------------------------------------------ FYE SEPTEMBER 30 2001 2002 2003 2004 2005 2006 2007 2008 ------ ------ ------ ------ ---- ---- ---- ---- % Retail Units Financed 67.7% 67.6% 30.1% 25.9% 25.9% 25.9% 25.9% 25.9% % Wholesale Units Financed 26.6% 38.7% 29.7% 21.0% 21.0% 21.0% 21.0% 21.0% Securitizations/Whole Loan Sales Amount of Securitizations ($) $ 735 $ 800 $ 260 $ 258 269 215 24O 233 % Cash Proceeds 95.1% 93.0% 80.5% 90.0% 90.0% 90.0% 90.0% 90.0% % B/X Pieces 5.3% 6.0% 0.0% 8.0% 8.0% 8.0% 8.0% 8.0% % Servicing Asset 1.2% 1.0% 0.0% 2.0% 2.0% 2.0% 2.0% 2.0% % Gain (Loss) 1.6% 0.1% -19.5% 0.0% 0.0% 0.0% 0.0% 0.0%

Originations are forecasted to decline significantly due to the brokerage of land home loans, tightening of credit and reduction of overall sales volumes due to the closure of retail centers and manufacturing plants. The percent of retail units/wholesale units financed is forecasted to declined significantly as illustrated above. INCOME TAXES The effective tax rate is projected to be 40% post emergence in November 2003 through FY 2008. WORKING CAPITAL Working capital borrowings are based on timing of loan securitizations/ whole loan sales, other working capital items and can fluctuate significantly. Note that there are $10 to $20 million intra month fluctuations due to the timing of loan originations, servicing advances and loan eligibility in the warehouse. This swing is usually resolved by the end of the month. These requirements are to be met through availability of either cash or working capital requirements. The working capital borrowing balance is initially calculated to be the amount (in round millions) necessary to maintain month end cash balance of $20 million. The Company's LCs are currently cash collaterized. To the extent an exit facility is used to collateralize the LCs, the restricted cash would be available for alternative uses. Although the Company is negotiating an exit financing facility through which it hopes to eliminate cash collaterization of LCs, the forecast currently assumes that the LCs continue to be cash collaterized. The cash collateralizing the LCs in the projected balance sheet is included in Other Assets. Page 8 [OAKWOOD HOMES LOGO] CAPITAL EXPENDITURES Capital expenditures for continuing operations were approximately $11.8 million for the year ending September 2002 and $14.3 million for the year ending September 2001. Forecasted capital expenditures are listed in the following chart: CAPITAL EXPENDITURES ($ millions)

FORECAST ------------------------------------------------------- 2003 2004 2005 2006 2007 2008 ---- ---- ---- ---- ---- ---- Capital Expenditures $2.6 $8.0 $10.0 $12.0 $14.0 $16.0

* No asset sales are assumed in 2004 through 2008 forecast and are not included in the presented 2003 number. Page 9 [OAKWOOD HOMES LOGO] FINANCIAL ANALYSIS INCOME STATEMENT SCHEDULE 1 Consolidated Statements of Income of the Company presents: (1) historical actual statement of income for the fiscal years ended September 2001 and September 2002; and (2) forecasted statements of income for the fiscal year ending September 2003 through 2008. Fiscal year 2003 includes 8 months of actual results and 4 months of forecasted results. PRO FORMA FRESH START BALANCE SHEET SCHEDULE 2 Forecasted Pro Forma Balance Sheet reflects the fresh start balance sheet as of November 1, 2003. BALANCE SHEET SCHEDULE 3 Consolidated Balance Sheets present historical actual balance sheets for the fiscal years ending September 2001 and September 2002. Forecasted September 2003 balance sheets reflect Oakwood's balance sheet before fresh start adjustments. September 2004 through September 2008 reflect the forecasted balance sheets post fresh start accounting. DEBT SCHEDULE SCHEDULE 4 The debt schedule presents forecasted balances, principal payments and interest payments, resulting from the consummation of the Plan for the fiscal years ending 2003 through 2008. STATEMENT OF CASH FLOWS SCHEDULE 5 Consolidated Cash Flow Statement presents historical cash flows for the fiscal years ended September 2001 and September 2002 and forecasted cash flows for the fiscal years ending September 2003 through 2008. Fiscal 2003 includes 8 months of actual results and 4 months of forecasted results. ANALYSIS OF RECOVERIES SCHEDULE 6 Type and Treatment of Classes reflects claims by class, estimated claim amounts by class, type and amount of consideration to be received by each class, in accordance with the Plan. Page 10 [OAKWOOD HOMES LOGO] SCHEDULE 1 - INCOME STATEMENT CONSOLIDATED INCOME STATEMENT ($'s in thousands)

ACTUAL ACTUAL FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST FYE SEPTEMBER 30 2001 2002 2003 2004 2005 2006 2007 2008 ---------- ---------- ---------- -------- -------- -------- -------- -------- REVENUE Net Sales Retail $ 653,515 $ 515,849 $ 307,814 $249,307 $286,631 $306,945 $328,741 $355,665 Wholesale 351,605 410,686 317,709 327,908 363,570 383,051 403,586 425,285 Net Sales 1,005,120 926,535 625,524 577,215 650,201 689,996 732,327 780,950 Financial Services Income Consumer Finance 42,352 (37,412) (73,030) 53,935 50,064 47,753 46,890 49,797 Insurance 38,948 29,938 8,111 4,278 4,066 3,945 3,884 3,852 Financial Services Income 81,300 (7,474) (64,920) 58,214 54,131 51,699 50,774 53,649 Other Income 9,285 7,553 9,804 4,941 5,704 6,104 6,533 7,064 ---------- ---------- ---------- -------- -------- -------- -------- -------- TOTAL REVENUES $1,095,705 $ 926,614 $ 570,408 $640,369 $710,035 $747,798 $789,634 $841,664 ---------- ---------- ---------- -------- -------- -------- -------- -------- COST AND EXPENSES Cost of Sales 794,634 708,953 507,240 435,350 484,264 512,138 540,125 572,204 Gross Profit Percent 20.9% 23.5% 18.9% 24.6% 25.5% 25.8% 26.2% 26.7% General & Administrative Expenses 61,206 52,404 50,388 36,475 37,722 38,893 40,213 42,638 as a percent of sales 5.6% 5.7% 8.8% 5.7% 5.3% 5.2% 5.1% 5.1% Service Expenses (including warranty) 61,714 45,580 34,773 26,285 29,648 31,435 33,334 35,515 as a percent of sales 5.6% 4.9% 6.1% 4.1% 4.2% 4.2% 4.2% 4.2% Selling Expenses 187,867 161,865 86,739 68,674 73,214 75,805 78,561 81,820 as a percent of sales 17.1% 17.5% 15.2% 10.7% 10.3% 10.1% 9.9% 9.7% Consumer Finance Operating Expenses 52,681 51,453 45,667 40,253 37,636 35,292 33,411 32,454 Insurance Operating Expenses 15,468 13,511 3,622 456 456 456 456 456 Provision for Losses on Credit Sales 8,447 52,512 7,603 2,182 2,458 2,608 2,768 2,952 Interest Expenses 55,103 40,126 36,222 25,214 17,082 15,642 13,201 12,709 ---------- ---------- ---------- -------- -------- -------- -------- -------- TOTAL COST AND EXPENSES $ 442,486 $ 417,451 $ 265,013 $199,538 $198,214 $200,131 $201,946 $208,545 ---------- ---------- ---------- -------- -------- -------- -------- -------- Restructuring Costs & Impairment Costs 17,768 71,990 37,011 -- -- -- -- -- Recapture of Servicing Liabilities -- -- (87,790) -- -- -- -- -- Impairment of REMIC Regular Interests -- -- 1,209 -- -- -- -- -- Impairment of Guarantee Liabilities -- -- 235,776 -- -- -- -- -- Loss Due to Accounting Change 16,866 Professional Fees -- -- 22,037 1,650 -- -- -- -- ---------- ---------- ---------- -------- -------- -------- -------- -------- TOTAL RESTRUCTURING COSTS & IMPAIRMENT COSTS $ 34,634 $ 71,990 $ 208,243 $ 1,650 $ -- $ -- $ -- $ -- ---------- ---------- ---------- -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES (176,049) (271,780) (410,088) 3,830 27,558 35,530 47,564 60,915 ---------- ---------- ---------- -------- -------- -------- -------- -------- Provision for Income Taxes -- (78,729) -- 4,272 11,023 14,212 19,026 24,366 ---------- ---------- ---------- -------- -------- -------- -------- -------- NET INCOME $ (176,049) $ (193,051) $ (410,088) $ (442) $ 16,535 $ 21,318 $ 28,538 $ 36,549 ========== ========== ========== ======== ======== ======== ======== ========

Page 11 [OAKWOOD HOMES LOGO] SCHEDULE 2 - PRO FORMA FRESH START BALANCE SHEET

PROFORMA PROJECTED CONVERSION PROJECTED PROFORMA PRIOR TO EXIT OF UNSECURED FRESH START AFTER APPLYING PLAN COSTS CLAIMS TO EQUITY ADJUSTMENTS FRESH START --------- --------- ---------------- ----------- -------------- ASSETS Cash and Cash Equivalents $ 20,000 $ -- $ -- $ -- $ 20,000 Loans and Investments -- -- Loans Held for Sale 94,007 94,007 Retained Interests 21,048 21,048 Less: Reserve for Uncollectible (5,626) (5,626) --------- -------- --------- --------- --------- TOTAL LOANS AND INVESTMENTS 109,429 -- -- -- 109,429 Other Receivables -- -- Trade Accounts Receivable 22,506 22,506 Escrow Advances Receivable 16,141 16,141 Extensions Receivable 33,699 33,699 Income Taxes Receivable -- -- Other 37,713 37,713 --------- -------- --------- --------- --------- TOTAL OTHER RECEIVABLES 110,059 -- -- -- 110,059 Inventories -- Manufactured Homes - New, Used and Repossessed 87,552 87,552 Raw Materials and Supplies 15,615 15,615 Work-in-Process 3,610 3,610 Land/Homes Under Development 10,099 10,099 --------- -------- --------- --------- --------- TOTAL INVENTORIES 116,877 -- -- -- 116,877 Properties and Facilities, Net 118,153 (5,741) 112,413 Loan Servicing Assets 21,480 21,480 Other Assets 69,711 69,711 --------- -------- --------- --------- --------- TOTAL ASSETS $ 565,709 $ -- $ -- $ (5,741) $ 559,969 ========= ======== ========= ========= ========= LIABILITIES AND SHAREHOLDERS Liabilities Not Subject To Compromise Short-Term Borrowings -- CS First Boston Loan Purchase 48,215 48,215 Facility GCM Tranche A 26,468 (26,468) GCM Tranche B -- -- -- Fresh Start Tranche A Debt -- 56,768 -- 56,768 Fresh Start Tranche B Debt -- -- --------- -------- --------- --------- --------- TOTAL SHORT-TERM BORROWINGS 74,683 30,000 104,983 Accounts Payable and Accrued Liabilities -- -- Accounts Payable 32,405 -- 32,405 Servicing -- -- Accrued Warranty 6,642 6,642 Accrued Compensation 6,996 6,996 Other 97,586 (27,300) 70,286 --------- -------- --------- --------- --------- TOTAL ACCTS PAYABLE AND ACCRUED LIAB. 143,629 (27,300) -- -- 116,329 Insurance Reserves and Unearned Premiums 66 66 Deferred Income Taxes 5,776 5,776 Liabilities Subject To Compromise Notes and Bonds Payable 314,053 (306,538) 7,515 Accounts Payable and Accrued Liabilities 110,329 (20,000) (90,329) -- Other Long-Term Obligations 274,764 (274,764) -- Shareholders Equity (357,590) 17,000 0 340,590 -- Fresh Start Shareholders Equity -- 671,631 (346,331) 325,300 --------- --------- --------- --------- --------- TOTAL LIABILITIES AND $ 565,709 $ -- $ -- $ (5,741) $ 559,969 ========= ========= ========= ========= =========

New Revolver of $56.8M comprised of payoff of Tranche A of DIP of $26.5, $3M related to convenience claims, and exit costs of $27.3M comprised of professional fee payout of $8.3M, $6.5M of exit financing and miscellaneous costs, $5.0M of priority taxes, $4.5M of Warn costs and $3.0M of reclamation claims. Page 12 [OAKWOOD HOMES LOGO] SCHEDULE 3 - BALANCE SHEET

CONSOLIDATED BALANCE SHEET ($'s in thousands) Actual Actual Forecast Forecast Forecast Forecast Forecast Forecast - -------------------------------------------------------------------------------------------------------------------------------- FYE September 30 FYE FYE FYE FYE FYE FYE FYE FYE 2001 2002 2003 2004 2005 2006 2007 2008 - -------------------------------------------------------------------------------------------------------------------------------- ASSETS Cash and Cash Equivalents $ 44,246 $ 20,107 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 21,762 Loans and Investments Loans Held for Sale 166,059 153,078 210,030 133,688 69,177 71,595 62,631 75,818 Retained Interests 36,575 28,120 21,048 31,095 53,310 70,494 89,769 108,278 Less: Reserve for Uncollectible Receivables (3,231) (5,333) (12,311) (5,076) (4,476) (3,876) (3,276) (2,676) --------- --------- --------- --------- --------- --------- --------- --------- Loans and Investments 199,403 175,865 218,767 159,706 118,011 138,213 149,123 181,420 Other Receivables Trade Accounts Receivable 27,262 27,847 22,733 27,160 30,583 32,471 34,439 36,739 Escrow Advances Receivable 13,491 16,120 15,982 16,960 17,998 19,099 20,268 21,508 Extensions Receivable 27,946 45,432 34,039 30,172 26,744 23,705 21,012 18,625 Other 56,108 48,886 44,298 36,806 35,872 34,993 34,165 33,386 --------- --------- --------- --------- --------- --------- --------- --------- Other Receivables 124,807 158,707 117,051 111,097 111,196 110,269 109,884 110,258 Inventories Manufactured Homes - New & Used 184,989 133,687 91,173 84,672 85,754 86,879 88,174 89,215 Raw Materials and Supplies 25,572 26,905 17,960 15,102 15,295 15,495 15,726 15,912 Work-in-Process 5,241 5,218 4,421 3,492 3,536 3,583 3,636 3,679 Land/Homes Under Development 12,770 12,485 11,233 9,767 9,034 7,849 6,643 6,722 --------- --------- --------- --------- --------- --------- --------- --------- Inventories 228,572 178,295 124,787 113,032 113,619 113,806 114,180 115,528 Properties and Facilities, Net 208,798 177,212 118,621 111,502 112,707 115,560 120,000 125,961 Loan Servicing Assets 8,311 6,330 22,611 15,800 13,883 11,962 11,099 10,634 Other Assets 108,153 43,932 69,683 70,024 70,369 70,717 71,068 71,423 --------- --------- --------- --------- --------- --------- --------- --------- TOTAL ASSETS $ 922,290 $ 760,448 $ 691,519 $ 601,162 $ 559,785 $ 580,526 $ 595,354 $ 636,986 ========= ========= ========= ========= ========= ========= ========= ========= LIABILITIES AND SHAREHOLDERS EQUITY Liabilities Not Subject To Compromise Short-Term Borrowings CS First Boston Loan Purchase Facility 47,500 49,000 138,501 86,552 35,676 37,247 29,933 39,837 Revolver 0 10,000 44,430 0 0 0 0 0 Fresh Start Revolver 0 61,801 38,681 28,520 14,113 0 --------- --------- --------- --------- --------- --------- --------- --------- Short-Term Borrowings 47,500 49,000 138,501 148,353 74,356 65,767 44,046 39,837 Accounts Payable and Accrued Liabilities Accounts Payable 100,169 88,080 30,519 37,550 46,479 49,164 51,822 54,903 Servicing Liability 27,954 62,071 0 0 0 0 0 0 Accrued Warranty 15,274 12,521 6,881 6,349 7,152 7,590 8,056 8,590 Accrued Compensation 12,676 14,316 8,230 6,340 6,820 7,092 7,366 7,706 Other 94,585 74,179 78,586 61,449 66,527 70,710 74,867 79,672 --------- --------- --------- --------- --------- --------- --------- --------- Accounts Payable and Accrued Liabilities 250,658 251,167 124,216 111,688 126,978 134,556 142,110 150,871 Insurance Reserves and Unearned Premiums 17,322 16,274 66 66 66 66 66 66 Deferred Income Taxes 6,169 6,169 5,676 6,266 7,061 7,497 7,953 8,484 Liabilities Subject To Compromise Notes and Bonds Payable 323,120 309,167 308,840 7,515 7,515 7,515 7,515 7,515 Accounts Payable and Accrued Liabilities 0 0 65,109 0 0 0 0 0 Other Long-Term Obligations 38,750 77,374 375,073 0 0 0 0 0 Shareholders Equity 238,771 41,297 (370,393) 0 0 0 0 0 Fresh Start Shareholders Equity 0 327,273 343,808 365,126 393,664 430,213 --------- --------- --------- --------- --------- --------- --------- --------- TOTAL LIABILITIES AND SHE $ 922,290 $ 760,448 $ 691,519 $ 601,162 $ 559,785 $ 580,526 $ 595,354 $ 636,986 ========= ========= ========= ========= ========= ========= ========= =========

Page 13 [OAKWOOD HOMES LOGO] SCHEDULE 4 - DEBT BALANCE SUMMARY

DEBT BALANCES ($'s in thousands) FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST - ----------------------------------------------------------------------------------------------------------------------- FYE September 30 2003* 2004 2005 2006 2007 2008 --------- --------- --------- --------- --------- --------- FRESH START REVOLVER Beginning Balance $ 10,000 $ 44,430 $ 61,801 $ 38,681 $ 28,520 $ 14,113 Net Borrowings (payments) 34,430 17,371 (23,120) (10,161) (14,407) (14,113) --------- --------- --------- --------- --------- --------- Ending Balance $ 44,430 $ 61,801 $ 38,681 $ 28,520 $ 14,113 $ -- --------- --------- --------- --------- --------- --------- Average Borrowing Base 49,333 63,027 54,441 43,178 29,724 18,637 Interest Rate 9.50% 9.50% 9.50% 9.50% 9.50% 9.50% Interest Expense 4,687 5,988 5,172 4,102 2,824 1,771 WAREHOUSE Beginning Balance $ 49,000 $ 138,501 $ 86,552 $ 35,676 $ 37,247 $ 29,933 Net Borrowings (payments) 89,501 (51,949) (50,877) 1,572 (7,314) 9,903 --------- --------- --------- --------- --------- --------- Ending Balance $ 138,501 $ 86,552 $ 35,676 $ 37,247 $ 29,933 $ 39,837 --------- --------- --------- --------- --------- --------- Average Borrowing Base 127,473 66,546 56,808 44,687 33,388 49,590 Interest Rate 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% Interest Expense 3,824 1,996 1,704 1,341 1,002 1,488 --------- --------- --------- --------- --------- --------- Interest Expense Only $ 8,511 $ 7,984 $ 6,876 $ 5,443 $ 3,825 $ 3,258 --------- --------- --------- --------- --------- --------- Total Projected Interest Expense 36,222 25,214 17,082 15,642 13,201 12,709

* Note that 2003 reflects 8 months of actual results. ** Note that Interest Expense does not include facility fees, other facility charges, and an off balance sheet servicing facility with anticipated average of $20 million outstanding monthly. *** For 2003, October and November Revolver Balances reflect loans associated with Foothill Capital. **** For FY 2004, a fresh start revolver is assumed to commence on November 1, 2003 Page 14 [OAKWOOD HOMES LOGO] SCHEDULE 5 - STATEMENTS OF CASH FLOWS

CONSOLIDATED CASH FLOW ($'s in thousands) ACTUAL ACTUAL FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST - --------------------------------------------------------------------------------------------------------------------------------- FYE SEPTEMBER 30 2001 2002 2003 2004 2005 2006 2007 2008 --------- --------- --------- --------- --------- --------- --------- --------- Operating Activities Net Income/(Loss) $(176,049) $(193,051) $(410,088) $ (442) $ 16,535 $ 21,318 $ 28,538 $ 36,549 Cumulative Effect of Accounting Change 16,866 -- -- -- -- -- -- -- Depreciation and Amortization 57,401 28,717 26,391 9,378 8,795 9,146 9,561 10,039 Non Cash Asset Impairment/ Restructuring Charges 50,200 168,318 250,661 -- -- -- -- -- (Gains) Losses on Sale of Securities (10,275) (855) 71,740 (16,250) -- -- -- -- (Increase)/Decrease in Retained Interests (707) 2,011 (956) (10,047) (22,215) (17,184) (19,275) (18,509) Reserve for Uncollectible Receivables 8,447 954 6,880 (7,235) (600) (600) (600) (600) Other Receivables (9,975) (31,084) 46,794 12,765 1,817 2,849 1,247 92 Change in Inventory 128,682 40,023 53,152 11,755 (587) (187) (374) (1,349) Accounts Payable & Accrued Liabilities (26,682) (25,918) 1,315 (33,936) 15,290 7,578 7,553 8,762 Insurance Reserves and Unearned Premiums (27,280) (1,048) (16,208) -- -- -- -- -- Deferred Income Taxes -- -- (493) 590 795 435 456 531 Other Assets (18,133) (10,047) (31,086) -- -- -- -- -- Other Long-Term Obligations (2,805) 3,951) (2,245) (341) (345) (348) (351) (355) --------- --------- --------- --------- --------- --------- --------- --------- Cash Provided by Operations $ (10,310) $ (25,931) $ (4,142) $ (33,765) $ 19,486 $ 23,008 $ 26,756 $ 35,159 Loans Originated (847,005) (815,520) (346,172) (181,823) (204,813) (217,349) (230,683) (245,999) Principal receipts on loans/Sale of Loans 8,641 16,604 16,733 -- -- -- -- -- Sale of Loans 896,142 821,882 198,216 258,165 269,324 214,930 239,648 232,812 Purchase of Loans and Securities -- (9,405) -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- --------- Cash Provided/(Used) by Operating Activities $ 47,468 $(l2,370) $(l35,365) $ 42,578 $ 83,997 $ 20,589 $ 35,721 $ 21,971 --------- --------- --------- --------- --------- --------- --------- --------- Investing Activities Acquisition of Properties & Facilities (11,144) (8,722) 11,674 (8,000) (10,000) (12,000) (14,000) (16,000) Other 10,348 -- -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- --------- Cash Provided/(Used) by Investing Activities $ (796) $ (8,722) $ 11,674 $ (8,000) $ (10,000) $ (12,000) $ (14,000) $ (16,000) --------- --------- --------- --------- --------- --------- --------- --------- Financing Activities Net Borrowings/(Repayments) on Short-Term Credit Facilities (18,000) 11,500 89,501 (51,949) (50,877) 1,572 (7,314) 9,903 Net Borrowings/(Repayments) on Revolver -- (14,557) 34,431 (17,512) -- -- -- -- Net Borrowings/(Repayments) on Fresh Start Revolver -- -- -- 34,884 (23,120) (10,161) (14,407) (14,113) Payments on notes and bonds (6,974) -- (347) -- -- -- -- -- Other 25 10 -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- --------- Cash Provided/(Used) by Financing Activities $ (24,949) $ (3,047) $ 123,586 $ (34,578) $ (73,997) $ (8,589) $ (21,721) $ (4,210) --------- --------- --------- --------- --------- --------- --------- --------- Cash and Cash Equivalents Beginning of Period 22,523 44,246 20,107 20,000 20,000 20,000 20,000 20,000 Net Increase/(Decrease) in Cash and Cash Equivalents 21,723 (24,139) (107) 0 0 (0) 0 1,762 --------- --------- --------- --------- --------- --------- --------- --------- End of Period $ 44,246 $ 20,107 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 21,762 ========= ========= ========= ========= ========= ========= ========= =========

Page 15 [OAKWOOD HOMES LOGO] SCHEDULE 6 - CONSOLIDATED RECOVERY Enterprise Value $ 350.0 Plus Cash Left Behind 91.6 -------- Net Enterprise Value $ 441.6 ======== CLASS BALANCE RECOVERY % RECOVERY TREATMENT - -------- ---------- ---------- ---------- ----------------------- Admin Tranche A of DIP $ (26.5) 100.0% $ (26.5) Paid at Effective Date Admin Tranche B of DIP (52.0) 100.0% (52.0) Paid at Effective Date Admin Exit Revolver/Misc. Costs (6.5) 100.0% (6.5) Paid at Effective Date Admin Priority Taxes (5.0) 100.0% (5.0) Paid at Effective Date Admin Reclamation Claims (3.0) 100.0% (3.0) Paid at Effective Date Admin Professional Fees (8.3) 100.0% (8.3) Paid at Effective Date --------- ------- -------- (101.3) 100.0% (101.3) 1 Priority Non-Tax (Warn) (4.5) 100.0% (4.5) Paid at Effective Date 2A Secured Tax -- 100.0% -- 2B 1997 Bonds Secured (0.9) 100.0% (0.9) Paid in Normal Course 2C 1998 Bonds Secured (4.7) 100.0% (4.7) Paid in Normal Course 2D Auto Secured (0.1) 100.0% (0.1) Paid in Normal Course 2E Carolina Secured (0.8) 100.0% (0.8) Paid in Normal Course 2F First American Secured (0.1) 100.0% (0.1) Paid in Normal Course 2G Foothill Secured -- 100.0% -- 2H Pulaski Bonds Secured -- 100.0% -- 2I Schmittauer Secured -- 100.0% -- 2J Thomas Secured (0.3) 100.0% (0.3) Paid in Normal Course 2K US Bank Secured (0.6) 100.0% (0.6) Paid in Normal Course 2L Other Secured/Setoff -- 100.0% -- ------------------------------------------------------------------------ (7.5) 100.0% (7.5) 3 Convenience (20.0) 15.0% (3.0) Paid at Effective Date 4A Senior Notes (303.8) 48.4% (147.2) Converted to Equity 4B Junior Notes (2.7) 48.4% (1.3) Converted to Equity 4C REMIC Guarantee (1) (274.8) 48.4% (133.1) Converted to Equity 4D Litigation (35.0) 48.4% (17.0) Converted to Equity 4E Other Unsecured (55.3) 48.4% (26.8) Converted to Equity ------------------------------------------------------------------------ (671.6) 48.4% (325.3) -------- -------- Total $ (804.9) $ (441.6) ======== ======== Note - ---- (1) The REMIC Guarantee claim estimate of $274.8M is based on the face value of the obligations. (2) The $52M of Tranche B will be satisfied with restricted cash and principal and interest receivables. The projected balance sheets have been prepared excluding principal & interest receivables and restricted cash for satisfaction of the Tranche B facility. 16 MILLER BUCKFIRE LEWIS YING & CO., LLC VALUATION STATEMENT The Debtors have been advised by MBLY with respect to the range of estimated reorganization value of the Reorganized Debtors. The midpoint of the total reorganization value range, which includes all of Oakwood's operating businesses, was estimated by MBLY to be approximately $350 million as of September 30, 2003. The total reorganization value does not include the value of any excess cash distributable to claimholders, although the Company is currently not projected to possess excess cash. The midpoint of the reorganization common equity value range, which takes into account the estimated debt balances at the Effective Date, was estimated by the Company and MBLY to be approximately $330 million as of an assumed Effective Date of September 30, 2003. The foregoing reorganization equity value (ascribed as of the date of this Disclosure Statement) reflects, among other factors discussed below, current financial market conditions and the inherent uncertainty as to the achievement of the Projections. Based on the assumed reorganization common equity value set forth above, the midpoint value of the approximately 10 million shares of New Common Stock to be issued to the holders of Allowed Claims under the Plan is estimated to be approximately $33 per share. The foregoing valuations also reflect a number of assumptions, including a successful reorganization of the Debtors' businesses and finances in a timely manner, the forecasts reflected in the Projections, the amount of available cash, market conditions and the Plan becoming effective in accordance with its terms on a basis consistent with the estimates and other assumptions discussed herein. In preparing the estimated reorganization equity value, MBLY: (a) reviewed certain historical financial information of Oakwood for recent years and interim periods; (b) reviewed certain internal financial and operating data of Oakwood; (c) met with certain members of senior management of Oakwood to discuss Oakwood's operations and future prospects; (d) reviewed publicly available financial data and considered the market values of public companies that MBLY deemed generally comparable to the operating businesses of Oakwood; (e) reviewed the financial terms, to the extent publicly available, of certain acquisitions of companies that MBLY believes were comparable to the operating businesses of Oakwood; (f) considered certain economic and industry information relevant to Oakwood's operating businesses; and (g) reviewed certain analyses prepared by other firms retained by the Debtors and conducted such other analyses as MBLY deemed appropriate. Although MBLY conducted a review and analysis of Oakwood's businesses, operating assets and liabilities and business plans, MBLY assumed and relied on the accuracy and completeness of all (a) financial and other information furnished to it by the Debtors and by other firms retained by the Debtors and (b) publicly available information. In addition, MBLY did not independently verify the assumptions underlying the Projections in connection with such valuation. No independent evaluations or appraisals of the Debtors' assets were sought or were obtained in connection therewith. Estimates of reorganization equity value do not purport to be appraisals, nor do they necessarily reflect the values that might be realized if assets were to be sold. The estimates of reorganization equity value prepared by MBLY assume that the Reorganized Debtors will continue as the owner and operator of their businesses and assets. Such estimates were developed solely for purposes of formulation and negotiation of a plan of reorganization and analysis of implied relative recoveries to creditors thereunder. Such estimates do not purport to reflect or constitute appraisals, liquidation values or estimates of the actual market value that may be realized through the sale of any securities to be issued pursuant to the Plan, which may be significantly different from the amounts set forth herein. Such estimates reflect computations of the estimated reorganization equity value of Oakwood through the application of various valuation techniques, including, among others: (a) a comparable company analysis, in which MBLY analyzed the enterprise value of public companies that MBLY deemed generally comparable to the operating businesses of Oakwood as a multiple of revenues and of earnings before interest, taxes, depreciation and amortization ("EBITDA") and then applied multiples provided by such analysis to the projected revenues and EBITDA of Reorganized Oakwood; (b) a discounted cash flow analysis, in which MBLY, using a weighted average cost of capital, computed the present value of free cash flows and terminal value of Oakwood; and (c) a comparable acquisitions analysis, in which MBLY analyzed the financial terms of certain acquisitions of companies that MBLY believed were comparable to the operating businesses of Oakwood and then applied the EBITDA multiples provided by such analysis to the projected EBITDA of Reorganized Oakwood. An estimate of reorganization equity value is not entirely mathematical, but rather it involves complex considerations and judgments concerning various factors that could affect that value of an operating business. Moreover, the value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial conditions and prospects of such a business. As a result, the estimate of reorganization equity value set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, none of Oakwood, MBLY or any other person assumes responsibility for their accuracy. Depending on the results of the Debtors' operations or changes in the financial markets, MBLY's valuation analysis as of the Effective Date may differ from that disclosed herein. In addition, the valuation of newly issued securities is subject to additional uncertainties and contingencies, all of which are difficult to predict. Actual market prices of such securities at issuance will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the anticipated initial securities holding of prepetition creditors, some of which may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of such securities also may be affected by the Debtors' history in chapter 11, conditions affecting the Debtors' competitors or the industry generally in which the Debtors participate or by other factors not possible to predict. Accordingly, the reorganization equity value estimated by MBLY does not necessarily reflect, and should not be construed as reflecting, values that will be attained in the public or private markets. The equity value ascribed in the analysis does not purport to be an estimate of the post-reorganization market trading value. Such trading value may be materially different from the reorganization equity value ranges associated with MBLY's valuation analysis. Indeed, there can be no assurance that a trading market will develop for the New Common Stock. Furthermore, in the event that the actual distributions to Claim holders differ from those assumed by the Debtors in their recovery analysis, the actual recoveries realized by holders of Claims could be significantly higher or lower than estimated by the Debtors. EXHIBIT C [OAKWOOD HOMES LOGO] [OAKWOOD HOMES LOGO] FINANCIAL ANALYSIS - LIQUIDATION Page 1 [OAKWOOD HOMES LOGO] TABLE OF CONTENTS INTRODUCTION .............................................................. 3 BASIS OF PRESENTATION ..................................................... 4 OTHER ASSUMPTIONS ......................................................... 5 RECOVERIES AND DISTRIBUTIONS .............................................. 7 Page 2 [OAKWOOD HOMES LOGO] INTRODUCTION Section 1129(a)(7)(A) of the Bankruptcy Code provides that the Bankruptcy Court shall not confirm a plan of reorganization as to creditors' and equity interest holders who do not vote to accept the plan unless it will provide such creditors and equity holders at least the amount or value they would receive if the Debtor were liquidated in a hypothetical case under Chapter 7 of the Bankruptcy Code, commonly referred to as the "Best Interest of Creditors Test". The liquidation analysis (the "Analysis") presents estimated amounts that would be paid to claimants and equity interest holders under a hypothetical Chapter 7 liquidation period. The assumptions and estimates utilized in this Analysis are considered reasonable by management of the Debtor and are described below. Page 3 [OAKWOOD HOMES LOGO] BASIS OF PRESENTATION The Analysis has been prepared on a consolidated basis as of May 2003, reflecting value for both bankrupt and non-bankrupt entities. This Analysis does not take into account the effect of operating results subsequent to May 2003, or changes in assets and liabilities after date except for specific adjustments made to reflect the sale of property, plant and equipment. Additionally, the projected asset and liability balances as of October 31,2003 were assumed for the loans held for sale of $94M, the warehouse facility liability of $48.2M, and the DIP facility liability of $26.5M. As part of the Company's closing of sales centers and manufacturing facilities, as well as securing financing, the Company has obtained appraisals for inventory and most of its real estate. These values, adjusted based on actual sales experience, are described in the footnotes of this analysis and form the basis of the realizable value for real property. The most significant liability for a non-debtor entity is the warehouse line. For purposes of this Analysis, it is assumed that the loans held for sale that support the warehouse borrowings are sold or securitized to satisfy the warehouse obligation at the projected date of October 31, 2003. Since the petition date, the Debtor has entered into three sales transactions and is in the process of completing a third to sell loans in the warehouse with differing prices. For purposes of this Analysis, it is assumed in liquidation that the Debtor would be able to realize 87.7% of the projected loan balance based on the expected yield currently being considered in the transaction as of August 18, 2003. To the extent that a gain or loss is incurred, actual recoveries to creditors would be directly impacted. The wind down period for the Analysis is assumed to be six months. In an actual liquidation the period would vary thereby impacting recoveries to creditors. The Analysis is also based upon assumptions with regard to management decisions that may be subject to change in an actual liquidation of the Company. Accordingly, there can be no assurance that the values reflected in this analysis would be realized if the Debtor were, in fact, to undergo such liquidation. Furthermore, it should be noted that the potential for significant contingent and other claims, litigation, additional rejection costs, and the final determination of the allowed claims could substantially impact both the timing and amount of the distribution of the asset proceeds to the claim holders. This analysis is believed to reflect all relevant information known to management as of the date of this Disclosure Statement. The Debtor is not aware of any events subsequent to such date that would materially affect this analysis. There can be no assurance that the assumptions underlying this analysis would be made or accepted by the Bankruptcy Court in an actual Chapter 7 proceeding. Additionally, no recovery or related litigation costs attributed to any preference or fraudulent transfer recoveries are assumed. The liquidation values contained herein have been prepared solely for the purposes of estimating the proceeds available in a hypothetical Chapter 7 liquidation. Nothing contained in these valuation assumptions is intended to be or constitutes a concession or admission of the Debtor for any other purpose nor is it intended to bind any other party. Page 4 [OAKWOOD HOMES LOGO] OTHER ASSUMPTIONS The following notes describe the significant assumptions: - A total of $57.2M in Repurchase Obligations held by the floorplan lenders is offset by $5.3M in trade receivables, $3.7M in Bombardier deposit, $4.0M Textron deposit and $24M in estimated recovery on the sale of the floorplanned inventory for a next administrative claim of $20.2M. An additional $1M, not shown below, in estimated pre-petition floorplan rejection claims would be a general unsecured claim. The inventory that would be returned by the dealers is considered new home inventory. However, since it has been moved offsite to the dealers' lots and may be slightly older, a 10% reduction on the assumed new home recovery rate of 60% included herein was assumed for a net 50% recovery rate on the book value/inventory cost of the floorplanned inventory. - Operating Cash and Cash held in Investment & Securities accounts are assumed to be unrestricted in nature and are considered 100% recoverable. However, Restricted Cash at May 30, 2003 is comprised of cash held that is restricted in nature and is not considered available to the creditors of the Company. - The majority of Accounts Receivable is comprised of trade receivables due from floorplan lenders with repurchase obligations and other third party lending institutions. It is assumed that under a liquidation scenario the Debtor would not exist to service the housing and therefore it is assumed that dealers and lenders will not close on all deals in process, necessitating alternate sources of financing. - This results in an assumed recovery rate of 75% on non-floorplan lender receivables. The trade receivables due from one of the three floorplan lenders are assumed to offset the repurchase obligations that are part of the general unsecured claimant class. The balance of the receivables are comprised primarily of miscellaneous vendor, dealer and employee receivables that have an assumed recovery rate of 0% due to the nature of the receivable or they offset related general unsecured claims. - The Loan and Loan Servicing Assets are comprised primarily of the Deferred Servicing Asset, Advance Receivables, and Retained REMIC Interest. - It is assumed that the Loans Held for Sale that support the warehouse borrowings are sold or securitized to satisfy the warehouse obligation at the projected date of October 31, 2003 and therefore the projected balance as of that date of $94M is assumed. Since the petition date, the Debtor has entered into three sales transactions to sell loans in the warehouse with differing prices. For purposes of this Analysis, it is assumed in a liquidation that the Debtor would be able to realize 87.7% of the projected loan balance based on the most recent transaction being negotiated as of August 18, 2003. It also assumed that the related Deferred Mortgage Fees, which are the closing costs on the loans, are estimated at 3% of the projected loan balance and would be paid at 100%. - The value of the Deferred Servicing Asset of $42.2M assumes an estimate of discounted cash flow value based on the value of each servicing portfolio assuming a discount rate of 20%, servicing cost of 63 basis points. The short-term receivable for the A/R REMIC (service fee income) is the current portion of the Deferred Servicing Asset that is due upon the next distribution date and is considered liquid with a recovery of 100%. - The Advance Receivables include receivables for Corporate Advances, Repossession Expenses, Escrow, and Principal and Interest ("P&I"). The Corporate Advances are primarily comprised of servicer payments of an obligor's principal, tax or interest payment, with respect to a loan extension, recoverable either from the obligor's payments during the Page 5 [OAKWOOD HOMES LOGO] OTHER ASSUMPTIONS - CONTINUED extension period, from the related REMIC pool, or from subsequent collections on the related asset. The Repossession Expenses include servicer payments for repossession, rehabilitation and resale costs, recoverable from subsequent collections on the related asset. The Escrow Advances are primarily comprised of servicer payments to cover forceplaced insurance. The recovery rate on each of these assets, excluding the P&I Advance receivable, assumes the estimated values attributed to each asset in the Borrowing Base calculation. - The P&I Advances are comprised of servicer payments of a defaulting obligor's monthly principal and interest payment that are recoverable, depending upon the deal, from the related REMIC pool, or from subsequent collections on the related manufactured home. The P&I Advances are pledged against the servicer advance facility and are reflected with a recovery rate of 0% as 100% of the net asset value offsets the servicer advance liability with the balance of the advances that did not qualify for the facility valued at an assumed recovery rate of 0% as well. - The value of the Regular and Residual Retained REMIC interests assume an estimate of discounted cash flow value based on the value of each portfolio assuming a discount rate of 20% and 30%, respectively. - The balance of the Loan Servicing Assets assumes management's historical loss and collection experience. - Inventory is comprised of raw materials, work in process, and mobile homes. Raw Materials and Supplies are valued based on a category analysis as of May 2003 and management's experience. Work-in-Process less than 90% complete has an assumed recovery rate of 10% to account for any scrap value with the balance valued at the same rate as New Homes which assumes the estimated recovery rate methodology experienced by the Debtor and obtained in an independent valuation. Used Homes have an assumed recovery of book value. - The Debtor is currently in the process of selling a number of its plants and retail sales centers. The Debtors' recent sales experience and appraisals were used in this Analysis to estimate the recovery on Real Property in a liquidation scenario. - The Debtor has assumed that all equipment, excluding one airplane, would have a recovery rate of 5% based on management's experience in selling equipment or scrap value. The recovery value on net realized proceeds from the sale of the airplane was utilized in this analysis. - Prepaids and Deposits are assumed to either have no value in a liquidation scenario or offset at 100% related general unsecured claims. - Other Assets, which are comprised primarily of the investment in joint ventures, deferred tax asset, and deferred bond issuance charges, were valued based on the nature of the asset and management's expected recovery under a liquidation scenario. - The proceeds from a Chapter 7 liquidation that would be available to the claim holders would be reduced by the administrative costs incurred during the wind-down of operations and the sale of assets. These costs include professional and trustee fees, real estate commissions, salaries, severance, retention and possible Warn Act wages, occupancy and other wind-down costs. These costs were only estimated for the six-month liquidation period and if the sale of assets exceeds this period, actual administrative costs may be in excess of the estimate included in this analysis. Page 6 [OAKWOOD HOMES LOGO] RECOVERIES AND DISTRIBUTIONS The following notes describe the significant assumptions: The following tables highlight the estimated asset recoveries by asset category and the estimated distributions available to each class of claim. To the extent that proceeds remain after satisfaction of all secured claims and administrative expenses, the following analyses assume the application of the rule of absolute priority for distribution with respect to the remaining sale proceeds of the Debtor.

ADJUSTED BALANCE AS ESTIMATED RECOVERY ESTIMATED OF MAY 2003 RATE AFTER OFFSETS LIQUIDATION VALUE ------------------- ------------------ ----------------- LIQUIDATED ASSETS Cash (Restricted & Unrestricted) $113,125 57% $ 65,036 Accounts Receivable 29,392 47% 13,687 Loans and Related Assets 92,366 87% 80,804 Loan Servicing Assets 157,438 79% 123,738 Inventory 127,196 59% 74,467 Real Property 91,070 33% 29,758 Equipment 34,946 6% 2,212 Prepaid Expenses 14,936 0% -- Other Assets 29,733 7% 2,047 -------- -------- -------- Total Assets Available for Distribution $690,202 57% $391,749 ======== ======== ======== Administrative Costs - Wind-down 62,681 -------- Total Assets Available for Distribution After Administrative Costs for Wind-down $329,067 ========

The recovery distribution analysis by class of claims is shown on the following page. Page 7 [OAKWOOD HOMES LOGO] OAKWOOD HOMES LIQUIDATION ANALYSIS (000'S) SUMMARY CREDITOR RECOVERY

ESTIMATED ALLOWED LIQUIDATION ESTIMATED ALLOWED RESTRUCTURED COMPANY CLAIMS-LIQUIDATION ESTIMATED RECOVERY CLAIMS-RESTRUCTURED ESTIMATED RECOVERY ------------------- ------------------ ------------------- -------------------- ASSETS/VALUES AVAILABLE FOR DISTRIBUTION $ 329,067 $ 441,600 Administrative Claims Non-Winddown Administrative Claims $163,319 (1) $36,460 (9) Non-Debtor Administrative Claims 51,076 (2) 51,536 (10) Repurchase Obligations, Net 20,189 (3) -- Post Petition Professional Fees 8,304 8,304 Priority Tax 5,000 5,000 ---------- --------- -------- --------- Total Administrative Claims 247,888 247,888 100% 101,300 101,300 100% Class 1 Debt -Priority Non-Tax Prepetition WARN Act Claims 4,500 4,500 100% 4,500 4,500 100% Class 2 Debt - Secured Debt Secured Debt 7,515 (4) 7,515 100% 7,515 7,515 100% Class 3 Debt - Convenience Class Convenience Class 20,000 (5) 2,012 10% 20,000 3,000 15% Class 4 Debt - Non-Priority Unsecured Notes Payable 306,538 306,538 Repurchase Obligations, Net 1,000 (3) 1,000 (3) REMIC Guarantee 274,764 (6) 274,764 Litigation 35,000 (7) 35,000 Other General Unsecured 50,068 (8) 54,330 ---------- --------- -------- --------- TOTAL NON-PRIORITY UNSECURED CLAIMS 667,370 67,152 10% 671,632 325,285 48% ---------- --------- -------- --------- TOTAL CLAIMS RECOVERED (9) $ 947,273 $ 329,067 $804,947 $ 441,600 ========== ========= ======== =========

(1) Non-Winddown Administrative Claims under the liquidation scenario are primarily comprised of $105.7M in post-petition accounts payable and accrued liabilities that includes $8.5M in accrued warranty claims, $26.5M related to the DIP facility, $27.1M in Tarheel workers' compensation claims that are administrative in nature, $2.9M in estimated reclamation claims, and $6.5M of DIP facility fees. The administrative claims are reduced by $5.4M in restricted cash held against customer deposit claims in the liquidation scenario that offsets at 100% the related liability. (2) Non-Debtor Administrative Claims are comprised primarily of the servicer advance facility of $51.5M and the warehouse facility of $48.2M that relate to the core assets being liquidated. Under a liquidation scenario, the Non-Debtor Liabilities are reduced by asset offsets. The advance facility liabilities totalling $52.6M are assumed to be offset at 100% by restricted cash and the net P&I advance receivable. (3) A total of $58.2M in repurchase obligations held by the floorplan lenders is offset by $5.3M in trade receivables, $3.7M in restricted cash, $4.0M Textron deposit and $24M in floorplanned inventory sales. An assumed recovery rate of 50% of the floorplanned inventory cost, of $48M, is assumed. Of the $21.2M in adjusted repurchase obligations, $1M in estimated pre-petition floorplan rejection claims would be considered a general unsecured claim and the balance of the claims at $20.2M would be considered an administrative claim under the liquidation scenario. (4) Secured Debt is comprised of $5.6M in IRBs and $1.9M in various secured debt including Auto, Carolina, Thomas, First American and US Bank. (5) Under both scenarios, $20M of unsecured claims have been reclassified to the convenience class. The planned recovery rate under the going concern scenario for this class of claims is 15%. (6) The REMIC guarantee claims estimate of $274M is based on the face value of the obligations. To date, claims of $1B have been filed and these claims will be estimated by the Bankruptcy Court. (7) A total of 1,733 litigation claims have been received for over $300M, excluding cross case duplicates. For purposes of this analysis, $35M in claims have been assumed. (8) Other General Unsecured claims of $54.3M includes $12M in estimated lease rejection claims and $500K of unsecured WARN Act claims. Under a liquidation scenario the balance is offset by $7.2M of receivables, prepaids, and other assets and includes $3M of additional estimated lease rejection claims. No claim for Wachovia cash management services is estimated in the above claims. (9) The Non-Winddown Administrative claims under the going concern scenario are comprised of $26.5M related to the DIP facility, $6.5M in DIP facility fees and $3M in reclamation claims. (10) The Non-Debtor Administrative claims under the going concern scenario are comprised solely of the servicer advance facility, or Tranche B of the DIP facility. (11) The analysis was prepared on a consolidated basis and the intercompany claims are not assumed to be receive recoveries. Additionally, no value was assigned to the interest holders. EX-99.3 5 g84901exv99w3.txt PRESS RELEASE DATED SEPTEMBER 9, 2003 EXHIBIT 99.3 OAKWOOD HOMES CORPORATION ANNOUNCES FILING OF AMENDED PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT Greensboro, NC, September 9, 2003 - Oakwood Homes Corporation announced today that it has filed with the U.S. Bankruptcy Court (the "Court") in Delaware an amended Plan of Reorganization (the "Plan") and related Disclosure Statement. A hearing has been scheduled on September 26, 2003 at which the Company intends to ask the Court to approve the Disclosure Statement and to allow the Company to solicit its creditors and seek confirmation of the Plan. Myles E. Standish, President and Chief Executive Officer, stated: "The Plan contemplates that we will emerge from bankruptcy by the end of November and that our unsecured creditors will convert their claims into all of the outstanding common stock of the Company. Existing shareholders would receive out-of-the-money stock warrants as originally contemplated when we entered bankruptcy in November 2002. In connection with the reorganization, the Company expects to obtain new financing to replace its debtor-in-possession and other existing credit facilities. It is anticipated that the Company's new revolving and letter of credit facility will be secured by substantially all of the Company's assets. In addition, the Plan assumes replacement of the Company's warehouse facility and servicing advance facility. The Company is working with various national lending institutions to convert term sheets for these facilities into committed facilities and expects to receive commitments prior to the September 26 hearing. "The proposed Plan will leave Oakwood with virtually no long-term debt and will position it to capitalize on the eventual recovery of the manufactured housing industry. However, the proposed Plan is subject to further amendment, and there can be no assurances that the Plan, as proposed, will be confirmed or that the exit financing facilities will be finalized. "The Company views the filing of the amended Plan and related Disclosure Statement as an important step toward the successful conclusion of its bankruptcy filing and very much appreciates the continued support of its creditors, lenders, customers, suppliers and employees during this process." Oakwood Homes Corporation and its subsidiaries are engaged in the production, sale and financing of manufactured housing throughout the United States. The Company's products are sold through Company-owned stores and an extensive network of independent retailers. This press release contains certain forward-looking statements and information based on the beliefs of the Company's management as well as assumptions made by, and information available to, the Company's management. These statements include, among others, statements relating to the Company's expectation that the Court will approve the amended Plan and Disclosure Statement, as filed, on September 26, 2003, and that the Company will successfully solicit its creditors and confirm the Plan; the expectation that the Company will be able to emerge from bankruptcy by the end of November; the expectation that exit financing facilities will be provided by national lending institutions under the terms and conditions outlined in the amended Plan and Disclosure Statement as filed on September 8, 2003; and the Company's belief that the manufactured housing industry will eventually recover. These forward-looking statements reflect the current views of the Company with respect to future events and are subject to a number of risks, including, among others, the following: competitive industry conditions could further adversely affect sales and profitability; the Company may be unable to access sufficient capital to fund its operations; the Company may not be able to securitize or sell its loans or otherwise obtain capital to finance its retail sales and financing activities; the Company may recognize special charges or experience increased costs in connection with its securitization or other financing activities; the Company may recognize significant special expenses or charges or experience increased costs in connection with restructuring activities or the reorganization; the Company may not realize anticipated benefits associated with its restructuring activities (including the closing of underperforming sales centers); adverse changes in governmental regulations applicable to its business could negatively impact the Company; it could suffer losses resulting from litigation (including shareholder class actions or other class action suits); the Company could experience increased credit losses or higher delinquency rates on loans originated; negative changes in general economic conditions in markets could adversely impact the Company; the Company could experience lower recovery rates than anticipated on the sale of repossessions; the Company could lose the services of key management personnel; and any other factors that generally affect companies in bankruptcy proceedings or in these lines of business could also adversely impact the Company. In addition, the views of the Company are subject to certain risks related to the Chapter 11 bankruptcy proceedings, including the Company may not be able to continue as a going concern; the Company's debtor-in-possession and other financing activities may not be finalized, may be terminated or otherwise may not be available for borrowing; the Company may not be able to securitize or sell the loans that it originates or otherwise finance its loan origination activities; the Company may not be able to obtain the Court's approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the Company may not be able to develop, prosecute, confirm or consummate one or more plans of reorganization with respect to the Chapter 11 cases; third parties may seek and obtain Court approval to terminate or shorten the exclusivity period that the Company has to propose and confirm one or more plans of reorganization; the Company may not be able to obtain and maintain normal terms with vendors and service providers; the Company may not be able to maintain contracts that are critical to its operations and the Chapter 11 cases may have an adverse impact on the Company's liquidity or results of operation. Should the Company's underlying assumptions prove incorrect or should one or more of the risks and uncertainties materialize, actual events or results may vary materially and adversely from those described herein as anticipated, expected, believed or estimated. .. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1


                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE

IN RE:                              )        Chapter 11
                                    )
OAKWOOD HOMES CORPORATION,          )        Case No. 02-13396 (PJW)
et al.,(1)                          )
         Debtors.                   )        Jointly Administered
                                    )

                REVISED FIRST AMENDED JOINT CONSOLIDATED PLAN OF
               REORGANIZATION OF OAKWOOD HOMES CORPORATION AND ITS
                  AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION

                            Dated: September 9, 2003

                        MORRIS, NICHOLS, ARSHT & TUNNELL
                          Robert J. Dehney (No. 3578)
                          Derek C. Abbott (No. 3376)
                          Daniel B. Butz (No. 4227)
                          1201 North Market Street
                          P.O. Box 1347
                          Wilmington, Delaware 19899-1347
                          (302) 658-9200

                                     - and -

                          RAYBURN COOPER & DURHAM, P.A.
                          C. Richard Rayburn, Jr.
                          Albert F. Durham
                          Patricia B. Edmondson
                          1200 Carillon, 227 West Trade Street
                          Charlotte, North Carolina 28202-1675
                          (704) 334-0891

                          Co-Counsel for Oakwood Homes Corporation,
                          et al., Debtors and Debtors In Possession


- ------------
(1)      The Debtors are the following entities: Oakwood Homes Corporation, New
         Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared
         Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood
         Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home
         Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc.,
         Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest
         Capital, LLC and Preferred Housing Services, LP.




- --------------------------------------------------------------------------------

         PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE, NOTHING CONTAINED IN
THIS PLAN SHOULD BE CONSTRUED AS CONSTITUTING A SOLICITATION OF ACCEPTANCES OF
THIS PLAN UNTIL SUCH TIME AS THE DEBTORS' DISCLOSURE STATEMENT HAS BEEN APPROVED
BY THE BANKRUPTCY COURT AND DISTRIBUTED, WITH APPROPRIATE BALLOTS, TO ALL
HOLDERS OF IMPAIRED CLAIMS AGAINST AND INTERESTS IN THE DEBTORS ENTITLED TO VOTE
ON THE PLAN. THE DEBTORS RESERVE THE RIGHT TO FILE AMENDMENTS AND/OR
MODIFICATIONS TO THE PLAN AND DISCLOSURE STATEMENT FROM TIME TO TIME UNTIL A
DISCLOSURE STATEMENT AND PLAN PROPOSED BY THE DEBTORS IS APPROVED BY THE
BANKRUPTCY COURT. REFERENCE IS MADE TO SUCH DISCLOSURE STATEMENT FOR A
DISCUSSION OF VOTING INSTRUCTIONS, RECOVERY INFORMATION, CLASSIFICATION, THE
DEBTORS' HISTORY, BUSINESSES, PROPERTIES, RESULTS OF OPERATIONS AND A SUMMARY
AND ANALYSIS OF THIS PLAN. ALL HOLDERS OF CLAIMS AND INTEREST HOLDERS ARE HEREBY
ADVISED AND ENCOURAGED TO READ THE DISCLOSURE STATEMENT AND THIS PLAN IN THEIR
ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN.

         THIS PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE
PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE
NONBANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING,
SELLING OR TRANSFERRING SECURITIES WHETHER DEBT OR EQUITY OF THE DEBTORS SHOULD
EVALUATE THIS PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS PREPARED.

         AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTUAL,
THREATENED OR POTENTIAL ACTIONS, THIS PLAN AND THE DISCLOSURE STATEMENT SHALL
NOT BE DEEMED OR CONSTRUED AS AN ADMISSION, STIPULATION OR WAIVER, BUT RATHER AS
A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.

- --------------------------------------------------------------------------------





                                TABLE OF CONTENTS


ARTICLE I.  DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND
            GOVERNING LAW

                  1.1   DEFINITIONS.                                           1
                  (1)   1997 BONDS SECURED CLAIM                               1
                  (2)   1997-A GUARANTEE                                       1
                  (3)   1997-B GUARANTEE                                       1
                  (4)   1997-C GUARANTEE                                       1
                  (5)   1997-D GUARANTEE                                       2
                  (6)   1998 BONDS SECURED CLAIM                               2
                  (7)   1998-B GUARANTEE                                       2
                  (8)   1998-C GUARANTEE                                       2
                  (9)   1998-D GUARANTEE                                       2
                  (10)  1999-A GUARANTEE                                       2
                  (11)  1999-B GUARANTEE                                       2
                  (12)  1999-C LIMITED GUARANTEE                               2
                  (13)  1999-C GUARANTEE                                       2
                  (14)  1999-D GUARANTEE                                       2
                  (15)  1999-E GUARANTEE                                       2
                  (16)  2000-A GUARANTEE                                       2
                  (17)  2000-B GUARANTEE                                       2
                  (18)  2001-B GUARANTEE                                       2
                  (19)  2001-C GUARANTEE                                       3
                  (20)  2001-D GUARANTEE.                                      3
                  (21)  2001-E GUARANTEE                                       3
                  (22)  2002-A GUARANTEE.                                      3
                  (23)  2002-B GUARANTEE                                       3
                  (24)  ADMINISTRATIVE CLAIM BAR DATE ORDER                    3
                  (25)  ADMINISTRATIVE CLAIM                                   3
                  (26)  ADMINISTRATIVE/PRIORITY CLAIMS RESERVE                 3
                  (27)  AFFILIATE DEBTOR                                       3
                  (28)  ALLOWED CLAIM                                          4
                  (29)  ALLOWED [CLASS DESIGNATION] CLAIM                      4
                  (30)  ALLOWED INTEREST                                       4
                  (31)  AMENDED AND RESTATED BYLAWS                            4
                  (32)  AMENDED AND RESTATED CERTIFICATES OF INCORPORATION     4
                  (33)  AUTO SECURED CLAIM                                     4
                  (34)  AVOIDANCE ACTIONS                                      4
                  (35)  B-2 REMIC GUARANTEES                                   5
                  (36)  B-PIECE REMIC CERTIFICATES                             5
                  (37)  BALLOT                                                 5
                  (38)  BALLOT DEADLINE                                        5
                  (39)  BALLOTING AGENT.                                       5
                  (40)  BANKRUPTCY CODE                                        5
                  (41)  BANKRUPTCY COURT                                       5
                  (42)  BANKRUPTCY RULES                                       5
                  (43)  BAR DATE ORDER                                         5
                  (44)  BSI                                                    5
                  (45)  BUSINESS DAY                                           5
                  (46)  CAROLINA SECURED CLAIM                                 5
                  (47)  CASH                                                   6
                  (48)  CASH EQUIVALENTS                                       6
                  (49)  CAUSES OF ACTION                                       6
                  (50)  CHAPTER 11 CASE                                        6

                                    (i)


                  (51)  CLAIM                                                  6
                  (52)  CLAIMS AGENT                                           6
                  (53)  CLAIMS OBJECTION DEADLINE                              6
                  (54)  CLASS                                                  6
                  (55)  CONFIRMATION DATE                                      6
                  (56)  CONFIRMATION HEARING                                   7
                  (57)  CONFIRMATION ORDER                                     7
                  (58)  CONVENIENCE CLAIM                                      7
                  (59)  CONVENIENCE CLASS ELECTION                             7
                  (60)  CONVENIENCE CLASS RESERVE                              7
                  (61)  CREDITORS' COMMITTEE                                   7
                  (62)  DEBTOR-HELD INTEREST                                   7
                  (63)  DEBTORS                                                7
                  (64)  DISBURSING AGENT                                       7
                  (65)  DISCLOSURE STATEMENT                                   8
                  (66)  DISCLOSURE STATEMENT ORDER                             8
                  (67)  DISPUTED AMOUNT                                        8
                  (68)  DISPUTED CLAIM                                         8
                  (69)  DISTRIBUTION                                           8
                  (70)  DISTRIBUTION ADDRESS                                   8
                  (71)  DISTRIBUTION DATE                                      8
                  (72)  DISTRIBUTION TRUST AGREEMENT                           8
                  (73)  EFFECTIVE DATE                                         8
                  (74)  EQUITY COMPENSATION                                    9
                  (75)  ESTATE                                                 9
                  (76)  ESTIMATION ORDER                                       9
                  (77)  EXECUTORY CONTRACT SCHEDULE                            9
                  (78)  EXIT FACILITY                                          9
                  (79)  EXIT FACILITY LENDER                                   9
                  (80)  FACE AMOUNT                                            9
                  (81)  FEE CLAIM                                              9
                  (82)  FEE CLAIMS RESERVE                                    10
                  (83)  FEE ORDER                                             10
                  (84)  FINAL DIP AGREEMENT                                   10
                  (85)  FINAL DIP ORDER                                       10
                  (86)  FINAL ORDER                                           10
                  (87)  FIRST AMERICAN SECURED CLAIM                          10
                  (88)  FOOTHILL COLLECTIVELY                                 10
                  (89)  FOOTHILL SECURED CLAIM                                10
                  (90)  GENERAL DISTRIBUTION TRUST                            10
                  (91)  GREENWICH COLLECTIVELY                                11
                  (92)  HOLDER MEANS A PERSON HOLDING AN INTEREST OR A CLAIM  11
                  (93)  IMPAIRED                                              11
                  (94)  INITIAL DISTRIBUTION DATE.                            11
                  (95)  INSIDER                                               11
                  (96)  INTERCOMPANY CLAIM                                    11
                  (97)  INTEREST                                              11
                  (98)  JPMORGAN                                              11
                  (99)  JUNIOR INDENTURE                                      12
                  (100) JUNIOR INDENTURE TRUSTEE                              12
                  (101) JUNIOR INDENTURE TRUSTEE CHARGING LIEN                12
                  (102) JUNIOR INDENTURE TRUSTEE PREPETITION FEES AND
                        EXPENSES                                              12
                  (103) JUNIOR NOTE CLAIM                                     12
                  (104) JUNIOR NOTES                                          12
                  (105) LIEN                                                  12
                  (106) LITIGATION CLAIMS                                     12


                                      (ii)



                  (107) NET PROCEEDS                                          12
                  (108) NEW COMMON STOCK                                      13
                  (109) NEW HOLDCO                                            13
                  (110) NEW WARRANTS                                          13
                  (111) NON-DEBTOR-HELD INTEREST                              13
                  (112) OAC                                                   13
                  (113) OAKWOOD                                               13
                  (114) OLD COMMON STOCK                                      13
                  (115) OMI                                                   13
                  (116) OMI TRUST 1997-A                                      13
                  (117) OMI TRUST 1997-B                                      14
                  (118) OMI TRUST 1997-C                                      14
                  (119) OMI TRUST 1997-D                                      14
                  (120) OMI TRUST 1998-B                                      14
                  (121) OMI TRUST 1998-C                                      14
                  (122) OMI TRUST 1998-D                                      14
                  (123) OMI TRUST 1999-A                                      14
                  (124) OMI TRUST 1999-B                                      14
                  (125) OMI TRUST 1999-C                                      15
                  (126) OMI TRUST 1999-D                                      15
                  (127) OMI TRUST 1999-E                                      15
                  (128) OMI TRUST 2000-A                                      15
                  (129) OMI TRUST 2000-B                                      15
                  (130) OMI TRUST 2001-B                                      15
                  (131) OMI TRUST 2001-C                                      15
                  (132) OMI TRUST 2001-D                                      15
                  (133) OMI TRUST 2001-E                                      16
                  (134) OMI TRUST 2002-A                                      16
                  (135) OMI TRUST 2002-B                                      16
                  (136) OTHER SECURED AND SETOFF CLAIMS                       16
                  (137) OTHER UNSECURED CLAIMS                                16
                  (138) PERSON                                                16
                  (139) PETITION DATE                                         16
                  (140) PLAN                                                  16
                  (141) PLAN SUPPLEMENT                                       16
                  (142) PNC                                                   16
                  (143) PREPETITION LOAN AGREEMENT                            17
                  (144) PRIORITY NON-TAX CLAIM                                17
                  (145) PRIORITY TAX CLAIM                                    17
                  (146) PULASKI BONDS SECURED CLAIM                           17
                  (147) QUARTERLY DISTRIBUTION DATE                           17
                  (148) RATABLE, RATABLY OR RATABLE SHARE                     18
                  (149) RECLAMATION CLAIMS                                    18
                  (150) RECORD DATE                                           18
                  (151) RELEASED PARTIES                                      18
                  (152) REMIC GUARANTEE CLAIMS                                18
                  (153) RESECURITIZATION NOTE                                 18
                  (154) RESECURITIZATION NOTE PUT OPTION                      18
                  (155) REMIC TRUSTEES                                        19
                  (156) REMIC TRUSTS                                          19
                  (157) REORGANIZED DEBTORS                                   19
                  (158) REORGANIZED OAKWOOD                                   19
                  (159) REORGANIZED OAKWOOD FINANCE                           19
                  (160) REORGANIZED OAKWOOD MANUFACTURING                     19
                  (161) REORGANIZED OAKWOOD RETAIL                            19
                  (162) REORGANIZED OAKWOOD SERVICING                         19

                                     (iii)



                  (163) RESECURITIZATION TRUST                                19
                  (164) RESECURITIZATION TRUSTEE                              19
                  (165) SCHEDULE OF ASSETS AND LIABILITIES                    19
                  (166) SCHMITTAUER SECURED CLAIM                             20
                  (167) SECURED CLAIM                                         20
                  (168) SECURED TAX CLAIMS                                    20
                  (169) SELF-INSURANCE CLAIM                                  20
                  (170) SELF-INSURANCE POLICY                                 20
                  (171) SENIOR INDENTURE                                      20
                  (172) SENIOR INDENTURE TRUSTEE                              20
                  (173) SENIOR INDENTURE TRUSTEE CHARGING LIEN                20
                  (174) SENIOR INDENTURE TRUSTEE PREPETITION FEES AND
                        EXPENSES                                              20
                  (175) SENIOR NOTE CLAIM                                     21
                  (176) SENIOR NOTES                                          21
                  (177) SOLICITATION PROCEDURES ORDER                         21
                  (178) STATEMENT OF FINANCIAL AFFAIRS                        21
                  (179) SUBSTANTIVE CONSOLIDATION ORDER                       21
                  (180) TARHEEL                                               21
                  (181) THOMAS SECURED CLAIM                                  21
                  (182) TRANSFER                                              21
                  (183) U.S. BANK SECURED CLAIM                               21
                  (184) U.S. GOVERNMENT OBLIGATIONS                           21
                  (185) UNCLAIMED PROPERTY.                                   22
                  (186) UNIMPAIRED                                            22
                  (187) UNITED STATES TRUSTEE                                 22
                  (188) UNSECURED CLAIM                                       22
                  (189) X REMIC CERTIFICATES                                  22
                  1.2   RULES OF INTERPRETATION, COMPUTATION OF TIME AND
                        GOVERNING LAW.                                        22
                        (A) RULES OF INTERPRETATION.                          22
                        (B) COMPUTATION OF TIME.                              23
                        (C) GOVERNING LAW.                                    23

ARTICLE II.  METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL
             PROVISIONS

                  2.1   GENERAL RULES OF CLASSIFICATION.                      23
                  2.2   HOLDERS OF CLAIMS ENTITLED TO VOTE.                   23
                  2.3   ACCEPTANCE BY IMPAIRED CLASSES.                       23
                  2.4   NON-CONSENSUAL CONFIRMATION.                          24
                  2.5   ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE
                        CLAIMS.                                               24
                  2.6   SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS.        24
                  2.7   SPECIAL PROVISION REGARDING TREATMENT OF
                        NON-DEBTOR-HELD INTERESTS.                            24
                  2.8   ELIMINATION OF VACANT CLASSES.                        24
                  2.9   BAR DATES FOR ADMINISTRATIVE CLAIMS.                  24
                  2.10  BAR DATE FOR FEE CLAIMS.                              25

ARTICLE III.  UNCLASSIFIED CLAIMS

                  3.1   ADMINISTRATIVE CLAIMS.                                25
                  3.2   PRIORITY TAX CLAIMS.                                  26
                  3.3   FEE CLAIMS.                                           26

ARTICLE IV.  CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS

                  4.1   SUMMARY.                                              26
                  4.2   CLASS 1 (PRIORITY NON-TAX CLAIMS).                    28
                  4.3   CLASS 2A (SECURED TAX CLAIMS).                        28
                  4.4   CLASS 2B (1997 BONDS SECURED CLAIM).                  29
                  4.5   CLASS 2C (1998 BONDS SECURED CLAIM).                  29


                                      (iv)



                  4.6   CLASS 2D (AUTO SECURED CLAIM).                        30
                  4.7   CLASS 2E (CAROLINA SECURED CLAIM).                    30
                  4.8   CLASS 2F (FIRST AMERICAN SECURED CLAIM).              31
                  4.9   CLASS 2G (FOOTHILL SECURED CLAIM).                    31
                  4.10  CLASS 2H (PULASKI BONDS SECURED CLAIM).               32
                  4.11  CLASS 2I (SCHMITTAUER SECURED CLAIM).                 32
                  4.12  CLASS 2J (THOMAS SECURED CLAIM).                      33
                  4.13  CLASS 2K (U.S. BANK SECURED CLAIM).                   34
                  4.14  CLASS 2L (OTHER SECURED AND SETOFF CLAIMS).           34
                  4.15  CLASS 3 (CONVENIENCE CLAIMS).                         35
                  4.16  CLASS 4A (SENIOR NOTE CLAIMS).                        35
                  4.17  CLASS 4B (JUNIOR NOTE CLAIMS).                        36
                  4.18  CLASS 4C (REMIC GUARANTEE CLAIMS).                    36
                  4.19  CLASS 4D (LITIGATION CLAIMS).                         37
                  4.20  CLASS 4E (OTHER UNSECURED CLAIMS).                    37
                  4.21  CLASS 5 (INTERCOMPANY CLAIMS).                        38
                  4.22  CLASS 6A (NON-DEBTOR-HELD INTERESTS).                 38
                  4.23  CLASS 6B (DEBTOR-HELD INTERESTS).                     39

ARTICLE V.  CONDITIONS PRECEDENT
                  5.1   CONDITIONS TO CONFIRMATION.                           39
                  5.2   CONDITIONS TO CONSUMMATION.                           40
                  5.3   WAIVER OF CONDITIONS.                                 40
                  5.4   EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO
                        CONSUMMATION.                                         40

ARTICLE VI.  IMPLEMENTATION

                  6.1   VESTING OF ASSETS IN THE REORGANIZED DEBTORS.         41
                  6.2   RETENTION OF ACTIONS AND DEFENSES BY THE
                        REORGANIZED DEBTORS.                                  41
                  6.3   FUNDING OF THE EXIT FACILITY.                         41
                  6.4   CANCELLATION OF SECURITIES AND AGREEMENTS.            41
                  6.5   AMENDED AND RESTATED CERTIFICATES OF INCORPORATION.   42
                  6.6   AMENDED AND RESTATED BYLAWS.                          42
                  6.7   NEW SECURITIES.                                       42
                  6.8   DIRECTORS.                                            42
                  6.9   OFFICERS.                                             43
                  6.10  EMPLOYMENT CONTRACTS.                                 43
                  6.11  CORPORATE ACTION.                                     43
                  6.12  OTHER DOCUMENTS AND ACTIONS.                          43
                  6.13  TREATMENT OF NEW COMMON STOCK AND NEW WARRANTS.       43
                  6.14  TERMINATION OF THE FINAL DIP AGREEMENT.               43
                  6.15  FUNDING OF THE PLAN.                                  44
                  6.16  SUBSTANTIVE CONSOLIDATION.                            44
                        (A) EFFECT OF SUBSTANTIVE CONSOLIDATION.              44
                        (B) ORDER GRANTING SUBSTANTIVE CONSOLIDATION.         44
                  6.17  CREDITORS' COMMITTEE CONTROL OVER PLAN
                        PROVISIONS.                                           45
                  6.18  DISSOLUTION OF THE CREDITORS' COMMITTEE.              45

ARTICLE VII.  EFFECTS OF PLAN CONFIRMATION

                  7.1   DISCHARGE.                                            46
                  7.2   RETENTION OF CAUSES OF ACTION/RESERVATION OF
                        RIGHTS.                                               46
                  7.3   POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS
                        OR INTERESTS.                                         47
                  7.4   LIMITED RELEASES BY HOLDERS.                          47
                  7.5   LIMITED RELEASES BY DEBTORS.                          47
                  7.6   TERM OF INJUNCTIONS OR STAYS.                         47
                  7.7   EXCULPATION.                                          47
                  7.8   INJUNCTION.                                           48

                                      (v)



                  7.9   WAIVER OF CERTAIN CLAIMS.                             48
                  7.10  RELEASE OF LIENS AND PERFECTION OF LIENS.             49
                  7.11  INSURANCE PRESERVATION.                               49

ARTICLE VIII.  GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND
               INTERESTS AND DISTRIBUTIONS UNDER THE PLAN

                  8.1   DISTRIBUTIONS.                                        50
                  8.2   DISTRIBUTIONS TO CLASSES 4A, 4B AND 4C.               50
                  8.3   TRANSMITTAL OF DISTRIBUTIONS AND NOTICES.             51
                  8.4   UNCLAIMED DISTRIBUTIONS.                              51
                  8.5   SETOFFS.                                              51
                  8.6   WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION.       51
                  8.7   ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN
                        PRINCIPAL AND INTEREST.                               52
                  8.8   DISPUTED IDENTITY OF HOLDER.                          52
                  8.9   TRANSFERS OF CLAIMS.                                  52
                  8.10  METHOD OF CASH DISTRIBUTIONS.                         52
                  8.11  DE MINIMIS DISTRIBUTIONS AND FRACTIONAL
                        SHARES.                                               53
                  8.12  NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT
                        OF CLAIM.                                             53
                  8.13  EXEMPTION FROM CERTAIN TRANSFER TAXES.                53

ARTICLE IX.  EXECUTORY CONTRACTS AND UNEXPIRED LEASES

                  9.1   ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS
                        AND UNEXPIRED LEASES.                                 53
                  9.2   BAR DATE FOR REJECTION DAMAGES.                       54

ARTICLE X.  DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS

                  10.1  OBJECTIONS TO CLAIMS.                                 54
                  10.2  ESTIMATION OF CLAIMS.                                 54
                  10.3  AMENDMENTS TO CLAIMS.                                 55
                  10.4  AUTHORITY TO SETTLE DISPUTED CLAIMS.                  55
                  10.5  NO RECOURSE.                                          55

ARTICLE XI.  ADMINISTRATIVE PROVISIONS

                  11.1  RETENTION OF JURISDICTION.                            56
                  11.2  AMENDMENTS.                                           58
                        (A) PRECONFIRMATION AMENDMENT.                        58
                        (B) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT
                            NOT REQUIRING RESOLICITATION.                     58
                        (C) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT
                            REQUIRING RESOLICITATION.                         59
                  11.3  SEVERABILITY OF PLAN PROVISIONS.                      59
                  11.4  SUCCESSORS AND ASSIGNS.                               59
                  11.5  EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS.      59
                  11.6  PLAN SUPPLEMENT.                                      59
                  11.7  CONFIRMATION ORDER AND PLAN CONTROL.                  60
                  11.8  PAYMENT OF STATUTORY FEES.                            60
                  11.9  WITHDRAWAL OF PLAN.                                   60
                  11.10 PAYMENT DATES.                                        60
                  11.11 NOTICES.                                              61
                  11.12 NO ADMISSIONS.                                        61

ARTICLE XII.  CONFIRMATION REQUEST                                            62


                                      (vi)






                                  INTRODUCTION

         The Chapter 11 Cases of Oakwood Homes Corporation, Oakwood Mobile
Homes, Inc., Oakwood Acceptance Corporation, LLC, HBOS Manufacturing, LP,
Suburban Home Sales, Inc., FSI Financial Services, Inc., Home Service Contract,
Inc., Tri-State Insurance Agency, Inc., New Dimension Homes, Inc., Dreamstreet
Company, LLC, Golden West Leasing, LLC, Crest Capital, LLC, Oakwood Shared
Services, LLC, Preferred Housing Services, LP, and Oakwood MHD4, LLC have been
consolidated for procedural purposes only and are being jointly administered
pursuant to an order of the Bankruptcy Court. The Plan contemplates the
substantive consolidation of the Debtors' Estates and the revesting of the
assets of the consolidated Estate. The Plan is proposed by the Debtors.
Reference is made to the Disclosure Statement for a discussion of, among other
things, the Debtors' history, businesses, historical financial information and
properties, and for a summary of the Plan. All creditors entitled to vote on the
Plan should review the Disclosure Statement and the terms of the Plan before
voting to accept or reject the Plan. In addition, there are other agreements and
documents which have been or will be filed as the Plan Supplement which are
referenced in the Plan and/or the Disclosure Statement and will be available for
review. No solicitation materials, other than the Disclosure Statement and
related materials transmitted therewith and approved by the Bankruptcy Court,
have been authorized by the Bankruptcy Court for use in soliciting acceptances
or rejections of the Plan.

                                   ARTICLE I.

                      DEFINITIONS, RULES OF INTERPRETATION,
                      COMPUTATION OF TIME AND GOVERNING LAW


    1.1  DEFINITIONS.

         The capitalized terms set forth below shall have the following
meanings:

         (1) 1997 BONDS SECURED CLAIM means that portion of the Claim of Wells
Fargo Bank, N.A. arising under loan agreements with Elkhart County, Indiana for
payments equal to the principal and interest on the variable rate demand
economic development bonds to the extent that it is a Secured Claim secured by a
Letter of Credit in the amount of $896,282.19 issued by Wells Fargo Bank, N.A.
for which a Letter of Credit Mortgage from Debtor HBOS Manufacturing, LP on its
plant in Elkhart County, Indiana has been granted to secure the reimbursement to
Wells Fargo Bank, N.A. under the Letter of Credit.

         (2) 1997-A GUARANTEE means the Limited Guarantee by Oakwood, dated
February 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-A.

         (3) 1997-B GUARANTEE means the Limited Guarantee by Oakwood, dated May
1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-B.

         (4) 1997-C GUARANTEE means the Limited Guarantee by Oakwood, dated
August 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-C.

                                      -1-



         (5) 1997-D GUARANTEE means the Limited Guarantee by Oakwood, dated
November 1, 1997, of the B-Piece REMIC Certificates issued by OMI Trust 1997-D.

         (6) 1998 BONDS SECURED CLAIM means that portion of the Claim of Wells
Fargo Bank, N.A. arising under loan agreements with Kosciusko County, Indiana
for payments equal to the principal and interest on the variable rate demand
economic development bonds to the extent that it is a Secured Claim secured by a
Letter of Credit in the amount of $4,766,356.16 issued by Wells Fargo Bank, N.A.
for which a Letter of Credit Mortgage from Debtor HBOS Manufacturing, LP on its
plant in Kosciusko County, Indiana has been granted to secure the reimbursement
to Wells Fargo Bank, N.A. under the Letter of Credit.

         (7) 1998-B GUARANTEE means the Limited Guarantee by Oakwood, dated May
1, 1998, of the B-Piece REMIC Certificates issued by OMI Trust 1998-B.

         (8) 1998-C GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 1998-C.

         (9) 1998-D GUARANTEE means the Limited Guarantee by Oakwood, dated
October 1, 1998, of the B-Piece REMIC Certificates issued by OMI Trust 1998-D.

         (10) 1999-A GUARANTEE means the Limited Guarantee by Oakwood, dated
January 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-A.

         (11) 1999-B GUARANTEE means the Limited Guarantee by Oakwood, dated
April 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust 1999-B.

         (12) 1999-C LIMITED GUARANTEE means the Limited Guarantee by Oakwood,
dated June 1, 1999, of the B-Piece REMIC Certificates issued by OMI Trust
1999-C.

         (13) 1999-C GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-C.

         (14) 1999-D GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-D.

         (15) 1999-E GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 1999-E.

         (16) 2000-A GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 2000-A.

         (17) 2000-B GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 2000-B.

         (18) 2001-B GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-B.

                                      -2-



         (19) 2001-C GUARANTEE means the Guarantee by Oakwood, dated August 10,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-C.

         (20) 2001-D GUARANTEE means the Guarantee by Oakwood, dated January 10,
2002, of the B-Piece REMIC Certificates issued by OMI Trust 2001-D.

         (21) 2001-E GUARANTEE means the Guarantee by Oakwood, dated November 1,
2001, of the B-Piece REMIC Certificates issued by OMI Trust 2001-E.

         (22) 2002-A GUARANTEE means the Guarantee by Oakwood, dated February 1,
2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-A.

         (23) 2002-B GUARANTEE means the Guarantee by Oakwood, dated May 1,
2002, of the B-Piece REMIC Certificates issued by OMI Trust 2002-B.

         (24) ADMINISTRATIVE CLAIM BAR DATE ORDER means the Bankruptcy Court's
order which will establish the bar date for the filing of Administrative Claims.

         (25) ADMINISTRATIVE CLAIM means (a) a Secured Claim entitled to
superpriority pursuant to section 364(c) of the Bankruptcy Code and the Final
DIP Agreement; (b) an Unsecured Claim, other than a Fee Claim or a Reclamation
Claim, for payment of costs or expenses of administration specified in sections
503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation: (i)
the actual, necessary costs and expenses incurred after the Petition Date of
preserving the Estates and operating the businesses of the Debtors (such as
wages, salaries or commissions for services rendered); and (ii) all fees and
charges assessed against the Estates pursuant to section 1930 of title 28 of the
United States Code; or (c) any Allowed Claims based upon a seller's common law
right to reclaim goods as used in section 546(c) of the Bankruptcy Code (y) that
has been granted priority under section 546(c)(2)(A) of the Bankruptcy Code or
(z) which the Debtors elect to treat as though such priority has been granted.
Notwithstanding the foregoing, Administrative Claims shall not include any
Intercompany Claims.

         (26) ADMINISTRATIVE/PRIORITY CLAIMS RESERVE means the reserve to be
established on the Effective Date by the Disbursing Agent to hold amounts
deposited by the Debtors under this Plan to pay Administrative Claims, Priority
Non-Tax Claims and Priority Tax Claims when such Claims are payable or when
Allowed by the Bankruptcy Court. If the Debtors elect to pay Priority Tax Claims
over time, as described in Section 3.2, then such amounts shall not be included
in the Administrative/Priority Claims Reserve.

         (27) AFFILIATE DEBTOR means, individually or collectively, the
following debtors and debtors-in-possession under the Bankruptcy Code in Chapter
11 Case Nos. 02-13390 through 02-13395 and 02-13397 through 02-13404, pending in
the Bankruptcy Court: Oakwood Mobile Homes, Inc., Oakwood Acceptance
Corporation, LLC, HBOS Manufacturing, LP, Suburban Home Sales, Inc., FSI
Financial Services, Inc., Home Service Contract, Inc., Tri-State Insurance
Agency, Inc., New Dimension Homes, Inc., Dreamstreet Company, LLC, Golden West
Leasing, LLC, Crest Capital, LLC, Oakwood Shared Services, LLC, Preferred
Housing Services, LP, and Oakwood MHD4, LLC.

                                      -3-



         (28) ALLOWED CLAIM means a Claim to the extent (a) such Claim is
scheduled by a Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a
liquidated amount and not listed as contingent, unliquidated, zero, undetermined
or disputed; or (b) a proof of such Claim has been timely filed, or deemed
timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, the
Bankruptcy Rules and/or any applicable Final Orders of the Bankruptcy Court, or
late filed with leave of the Bankruptcy Court, and either (i) is not objected to
within the period fixed by the Bankruptcy Code, the Bankruptcy Rules and/or
applicable orders of the Bankruptcy Court or (ii) has otherwise been allowed by
a Final Order. An Allowed Claim: (y) includes a previously Disputed Claim to the
extent such Disputed Claim becomes allowed when the context so requires; and (z)
shall be net of any valid setoff or recoupment amount based on a valid offset or
recoupment right. Unless otherwise expressly provided herein, in the
Confirmation Order or in another Final Order of the Bankruptcy Court, the term
"Allowed Claim" shall not, for the purposes of computation of Distributions
under the Plan include (i) interest or fees accruing from and after the Petition
Date, pursuant to section 1123(a)(4) of the Bankruptcy Code, (ii) any
non-compensatory penalties, fines, punitive damages, exemplary damages, multiple
damages, treble damages or any other claims or obligations that do not
compensate for actual losses incurred or (iii) any other amounts not allowable
under the Bankruptcy Code or applicable law.

         (29) ALLOWED [CLASS DESIGNATION] CLAIM means an Allowed Claim in the
specified Class. For example, an Allowed Convenience Claim is an Allowed Claim
in the Class designated herein as Class 3.

         (30) ALLOWED INTEREST means the Claim for interest accruing from and
after the Petition Date for a particular Allowed Claim.

         (31) AMENDED AND RESTATED BYLAWS mean the Reorganized Debtors' bylaws
which shall be substantially in the forms set forth in the Plan Supplement.

         (32) AMENDED AND RESTATED CERTIFICATES OF INCORPORATION means the
Reorganized Debtors' certificates of incorporation, articles of organization,
certificates of formation or similar organizational documents in effect under
the laws of the appropriate states, as amended by the Plan, which shall be
substantially in the forms set forth in the Plan Supplement.

         (33) AUTO SECURED CLAIM means that portion of the Claim of Citizens
Federal S&L and other lenders arising under eight (8) auto liens to the extent
that it is a Secured Claim secured by eight (8) automobiles owned by Debtor
Suburban Home Sales, Inc.

         (34) AVOIDANCE ACTIONS mean any claims, rights, defenses or other
causes of action arising under any section of chapter 5 of the Bankruptcy Code,
including, without limitation, sections 502, 510, 541, 542, 543, 544, 545, 547,
548, 549, 550, 551 and 553 of the Bankruptcy Code or under similar or related
state or federal statues and common law, including state fraudulent transfer
laws, whether or not litigation has been commenced as of the Confirmation Date
to prosecute such actions.

                                      -4-



         (35) B-2 REMIC GUARANTEES means collectively, the 1997-A Guarantee, the
1997-B Guarantee, the 1997-C Guarantee, the 1997-D Guarantee, the 1998-B
Guarantee, the 1998-C Guarantee, the 1998-D Guarantee, the 1999-A Guarantee, the
1999-B Guarantee, the 1999-C Limited Guarantee, the 1999-C Guarantee, the 1999-D
Guarantee, the 1999-E Guarantee, the 2000-A Guarantee, the 2000-B Guarantee, the
2001-B Guarantee, the 2001-C Guarantee, the 2001-D Guarantee, the 2001-E
Guarantee, the 2002-A Guarantee and the 2002-B Guarantee.

         (36) B-PIECE REMIC CERTIFICATES means the B-2 certificates issued by
the REMIC Trusts.

         (37) BALLOT means the ballot distributed to each eligible Holder of a
Claim or Interest by the Balloting Agent, on which ballot such Holder may, inter
alia, vote for or against the Plan.

         (38) BALLOT DEADLINE means the date and time set by the Bankruptcy
Court by which the Balloting Agent must receive all Ballots.

         (39) BALLOTING AGENT means the entity designated by the Bankruptcy
Court to distribute, collect and tabulate Ballots from Holders, or any successor
claims agent. Initially, the Balloting Agent is BSI.

         (40) BANKRUPTCY CODE means title 11 of the United States Code, as now
in effect or hereafter amended.

         (41) BANKRUPTCY COURT means the United States Bankruptcy Court for the
District of Delaware, having jurisdiction over the Chapter 11 Cases and, to the
extent of any withdrawal of the reference made pursuant to section 157 of title
28 of the United States Code, the United States District Court for the District
of Delaware.

         (42) BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure
and the local rules and general orders of the Bankruptcy Court, as now in effect
or hereafter amended.

         (43) BAR DATE ORDER means the Bankruptcy Court's Order Establishing Bar
Dates For Filing Proofs Of Claim And Approving Form And Manner Of Notice Thereof
(D.I. 370), dated January 7, 2003 which established the bar date for the filing
of proofs of claims of Unsecured Claims as March 27, 2003.

         (44) BSI means Bankruptcy Services LLC.

         (45) BUSINESS DAY means any day except a Saturday, Sunday, or "legal
holiday" as such term is defined in Bankruptcy Rule 9006(a).

         (46) CAROLINA SECURED CLAIM means that portion of the Claim of Carolina
First Bank arising under a note dated December 27, 2001 to the extent that it is
a Secured Claim secured by land owed by Debtor Oakwood Mobile Homes, Inc. and
located at 3200 Earle E. Morris, Jr. Hwy, Piedmont, South Carolina.

                                      -5-




         (47) CASH means cash and Cash Equivalents, including but not limited to
bank deposits, checks, treasury notes and other marketable securities.

         (48) CASH EQUIVALENTS means equivalents of cash in the form of readily
marketable securities or instruments issued by a person other than the Debtors
or Reorganized Debtors, including, without limitation, U.S. Government
Obligations, commercial paper of domestic corporations carrying a Moody's Rating
of "A" or better, or equivalent rating of any other nationally recognized rating
service, or interest-bearing certificates of deposit or similar obligations of
domestic banks or other financial institutions having a shareholders' equity or
equivalent capital of not less than Two Hundred Million U.S. Dollars
($200,000,000), having maturities of no more than one (1) year, at the then best
generally available rates of interest for like amounts and like periods.

         (49) CAUSES OF ACTION mean all claims, rights, defenses, offsets,
recoupments, actions in equity or other causes of action, whether arising under
the Bankruptcy Code or federal, state, or common law, which constitute property
of the Estates within the meaning of section 541 of the Bankruptcy Code,
including, without limitation, Avoidance Actions with respect to the Debtors or
their Estates.

         (50) CHAPTER 11 CASE means the chapter 11 case of each Debtor pending
before the Bankruptcy Court.

         (51) CLAIM means a claim against a Debtor, whether or not asserted,
known or unknown, as such term is defined in section 101(5) of the Bankruptcy
Code. Pursuant to Bankruptcy Rule 3003(c)(4), a proof of claim or interest filed
in accordance with Bankruptcy Rule 3003 and any Final Order of the Bankruptcy
Court supersedes any scheduling of that claim or interest on the Debtors'
respective Schedules of Assets and Liabilities pursuant to section 521(1) of the
Bankruptcy Code.

         (52) CLAIMS AGENT means the entity designated by the Bankruptcy Court
to act as the claims agent in the Chapter 11 Cases, or any successor claims
agent. The Claims Agent is currently BSI.

         (53) CLAIMS OBJECTION DEADLINE means the last day for filing objections
to Claims and Interests, which day shall be the later of (a) one year after the
Effective Date or (b) sixty (60) days after the filing of a proof of claim for,
or request for payment of, such Claim or Interest, or such other date as the
Bankruptcy Court may order. Notwithstanding any of the foregoing, the Debtors,
the Reorganized Debtors or the Disbursing Agent may extend the Claims Objection
Deadline as the Debtors or Reorganized Debtors deem necessary and the Bankruptcy
Court may allow.

         (54) CLASS means a group of Claims or Interests described in Articles
III and IV of the Plan.

         (55) CONFIRMATION DATE means the date the Bankruptcy Court enters the
Confirmation Order on its docket.

                                      -6-




         (56) CONFIRMATION HEARING means the hearing or hearings pursuant to
which the Bankruptcy Court considers the confirmation of this Plan.

         (57) CONFIRMATION ORDER means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

         (58) CONVENIENCE CLAIM means an Allowed Unsecured Claim that, pursuant
to section 1122(b) of the Bankruptcy Code, otherwise would be an Allowed Other
Unsecured Claim that has a Face Value of: (a) [$5,000.00] or less; or (b) more
than [$5,000.00] if the Holder has properly made the Convenience Class Election
on a Ballot properly cast by the Ballot Deadline.

         (59) CONVENIENCE CLASS ELECTION means the election available to a
Holder of one or more Allowed Other Unsecured Claims with aggregate Face Amounts
in excess of [$5,000.00] to have such Claim treated as a Convenience Claim;
provided, however, that the Holder of such Allowed Other Unsecured Claim(s) has
agreed to reduce the Face Amount of such Claim(s) for purposes of voting and
Distributions under the Plan to a single Claim in an amount equal to or less
than [$5,000.00]. The Convenience Class Election must be made at the time of
balloting for voting to accept or reject the Plan and clearly indicated on the
Holder's Ballot and any such election for treatment as a Convenience Claim shall
count as a vote for the Plan; provided, however, that, if any Claim that is
otherwise eligible for the Convenience Class Election is a Disputed Claim at the
time of balloting, the Convenience Class Election may be made in a Final Order
allowing such Claim. Once a Convenience Class Election has been made with
respect to a Claim, such election shall be irrevocable except with the written
consent of the Debtors or the Reorganized Debtors, as applicable. Whether a
Holder of a Claim has properly made a Convenience Class Election shall have no
effect on whether such Claim is or may become a Disputed Claim or an Allowed
Claim.

         (60) CONVENIENCE CLASS RESERVE means the reserve established by the
Disbursing Agent on the Effective Date to hold amounts deposited by the Debtors
under this Plan to pay Allowed Convenience Claims.

         (61) CREDITORS' COMMITTEE means the Official Committee of Unsecured
Creditors in the Chapter 11 Cases, as appointed by the United States Trustee and
reconstituted from time to time.

         (62) DEBTOR-HELD INTEREST means an Interest in Oakwood or an Affiliate
Debtor when the Holder is another Debtor.

         (63) DEBTORS means, individually, Oakwood or any of the Affiliate
Debtors and, collectively, all of Oakwood and the Affiliated Debtors.

         (64) DISBURSING AGENT means the trustee appointed pursuant to the
Distribution Trust Agreement, in its capacity to hold and distribute the
consideration to be distributed to Holders of Allowed Claims pursuant to the
Plan, the Confirmation Order, or other such orders as may be entered by the
Bankruptcy Court.

                                      -7-




         (65) DISCLOSURE STATEMENT means the Disclosure Statement that relates
to this Plan that was approved by the Bankruptcy Court pursuant to section 1125
of the Bankruptcy Code, as such Disclosure Statement may be amended, modified,
or supplemented (and all exhibits and schedules annexed thereto or referred to
therein).

         (66) DISCLOSURE STATEMENT ORDER means the order of the Bankruptcy Court
approving the Disclosure Statement as containing adequate information pursuant
to section 1125 of the Bankruptcy Code.

         (67) DISPUTED AMOUNT means an amount equal to the total of that portion
(including, when appropriate, the whole) of a Claim that is a Disputed Claim,
including that portion of the Face Amount of a Disputed Claim which is not an
Allowed Claim.

         (68) DISPUTED CLAIM means that portion (including, when appropriate,
the whole) of a Claim that is not an Allowed Claim. For the purposes of the
Plan, a Claim shall be considered a Disputed Claim before the time that an
objection has been or may be filed if: (a) the amount or classification of the
Claim specified in the relevant proof of Claim exceeds the amount or is
different from the classification of any corresponding Claim scheduled by the
relevant Debtor in its Schedules of Assets and Liabilities; (b) any
corresponding Claim scheduled by the relevant Debtor has been scheduled as
disputed, contingent or unliquidated; or (c) no corresponding Claim has been
scheduled by the relevant Debtor in its Schedules of Assets and Liabilities.

         (69) DISTRIBUTION means the distribution in accordance with this Plan
of Cash, New Common Stock, New Warrants or other property, as the case may be.

         (70) DISTRIBUTION ADDRESS means (a) the address indicated on any notice
of appearance filed by a Person or his authorized agent prior to the Effective
Date, (b) if no notice of appearance has been filed, then the address indicated
on a properly filed proof of Claim or, absent such a proof of Claim, the address
set forth in the relevant Schedule of Assets and Liabilities for that Person or
register maintained for registered securities, or (c) for REMIC Guarantee
Claims, the address set forth in Section 8.3 of the Plan.

         (71) DISTRIBUTION DATE means (i) initially, the Initial Distribution
Date, and (ii) subsequently, such other dates as the Disbursing Agent may
establish from time to time to make any Distribution.

         (72) DISTRIBUTION TRUST AGREEMENT means that certain agreement which is
to govern the General Distribution Trust, substantially in the form of the
[______________] located in the Plan Supplement, and managed by the Disbursing
Agent as trustee.

         (73) EFFECTIVE DATE means: (a) if no stay of the Confirmation Order is
in effect, the first Business Day after the date all of the conditions set forth
in Section 5.2 hereof have been satisfied or waived as set forth in Section 5.3
hereof, or such later date as may reasonably be agreed to by the Debtors and the
Creditors' Committee; or (b) if a stay of the Confirmation Order is in effect,
on the first Business Day (or such later date as may reasonably be agreed by the
Debtors and the Creditors' Committee) after the later of: (i) the date such stay
is vacated; and (ii)

                                       -8-




the date each condition set forth in Section 5.2 hereof has been satisfied or
waived as set forth in Section 5.3 hereof.

         (74) EQUITY COMPENSATION means the amounts paid or other payment
distributed to Holders of Allowed Class 6A Claims by certain Holders of Allowed
Secured Claims out of their Distribution.

         (75) ESTATE means the relevant estate created in each of the Chapter 11
Cases pursuant to section 541 of the Bankruptcy Code both individually and
collectively, including the consolidated Estates of the Debtors pursuant to the
Substantive Consolidation Order.

         (76) ESTIMATION ORDER means an order of the Bankruptcy Court that is a
Final Order, pursuant to 3018 of the Bankruptcy Rules, estimating for voting,
distribution or any other proper purposes under the Bankruptcy Code (under
section 502(c) of the Bankruptcy Code) the aggregate (and if applicable,
individual) Face Amount of Disputed Claims, whether classified or unclassified
under this Plan. The defined term Estimation Order includes the Confirmation
Order if the Confirmation Order grants the same relief that would have been
granted in a separate Estimation Order.

         (77) EXECUTORY CONTRACT SCHEDULE means the schedule of executory
contracts and unexpired leases designated by the Debtors or Disbursing Agent for
rejection as of the Effective Date of the Plan, pursuant to sections 365 and
1123(b)(2) of the Bankruptcy Code and Section 9.1 of this Plan, which shall be
in substantially the form contained in the Plan Supplement.

         (78) EXIT FACILITY means the financing or financings obtained by the
Debtors. The principal terms and conditions of the Exit Facility shall be as
otherwise customary for similar financings.

         (79) EXIT FACILITY LENDER means the lender or lenders providing the
Exit Facility.

         (80) FACE AMOUNT means: (a) with respect to any Claim for which a proof
of Claim is filed, an amount equal to: (i) the liquidated amount, if any, set
forth therein; or (ii) any other amount set forth in an Estimation Order or
order allowing such a Claim; or (b) with respect to any Claim scheduled in the
relevant Debtor's Schedules of Assets and Liabilities, but for which no proof of
claim is timely filed, the amount of the Claim scheduled as undisputed,
noncontingent and liquidated.

         (81) FEE CLAIM means (a) a Claim of a professional person retained by
order of the Bankruptcy Court for compensation and/or reimbursement of expenses
pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in connection
with the Chapter 11 Cases or (b) a Claim of any professional or other entity
seeking compensation or reimbursement of expenses in connection with the Chapter
11 Cases pursuant to sections 503(b)(3)(F) or 503(b)(4) of the Bankruptcy Code
in which the Holder of the Claim files either a timely request or at a time
otherwise agreed to by the Debtors, the Reorganized Debtors or the Disbursing
Agent.

                                      -9-



         (82) FEE CLAIMS RESERVE means an account to be established on the
Effective Date by the Disbursing Agent to hold amounts deposited by the Debtors
under this Plan to pay the Fee Claims that may be Allowed by Final Order of the
Bankruptcy Court.

         (83) FEE ORDER means the Bankruptcy Court's Administrative Order,
Pursuant To Sections 331 And 105 Of The Bankruptcy Code, Establishing Procedures
For Interim Compensation And Reimbursement Of Expenses Of Professionals [D.I.
60] dated December 18, 2002 (D.I. 277), in the Chapter 11 Cases, as may have
been amended or supplemented from time to time.

         (84) FINAL DIP AGREEMENT means the Debtor-In-Possession Financing And
Security Agreement, dated as of January 28, 2003, by and among the Debtors and
Greenwich, as agent, and all other supporting and related agreements and
documents, as amended, whenever finalized and signed, as authorized by the Final
DIP Order.

         (85) FINAL DIP ORDER means the Bankruptcy Court's Final Order Pursuant
To 11 U.S.C. ss.ss. 105, 362 And 364, And Bankruptcy Rules 2002, 4001 And 9014
(a) Approving Replacement Debtor-In-Possession Financing With Administrative
Expense Superpriority And Secured By Senior Liens, (b) Granting Senior Liens And
Superpriority Administrative Expense Status And (c) Granting Other Relief (D.I.
328) dated December 31, 2002.

         (86) FINAL ORDER means an order or judgment of the Bankruptcy Court, as
entered on the docket of the Bankruptcy Court, that has not been reversed,
stayed, modified, or amended, and as to which: (a) the time to appeal or seek
review has expired and no timely filed appeal or petition for review, rehearing,
remand or certiorari is pending; or (b) any appeal taken or petition for
certiorari filed has been resolved by the highest court to which the order or
judgment was appealed or from which certiorari was sought; provided, however,
that the possibility that a motion under section 502(j) of the Bankruptcy Code,
Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous
rule under the Bankruptcy Rules or other rules or law governing procedure in
cases before the Bankruptcy Court, may be filed with respect to such order shall
not cause such order not to be a Final Order.

         (87) FIRST AMERICAN SECURED CLAIM means that portion of the Claim of
First American Title on behalf of Yuet and Toy Wong arising under a note dated
July 8, 1981 to the extent that it is a Secured Claim secured by property owned
by Debtor HBOS Manufacturing, LP and located at 6258 Northwest Grand Ave.,
Glendale, Arizona 85301.

         (88) FOOTHILL collectively means Foothill Capital Corporation and
certain other lenders (including Wells Fargo Bank, N.A.) under the Prepetition
Loan Agreement.

         (89) FOOTHILL SECURED CLAIM means that portion of the Claim of Foothill
arising under the Prepetition Loan Agreement to the extent that it is a Secured
Claim secured by an escrow deposit established pursuant to the Bankruptcy
Court's Order Adjourning Hearing on Foothill Capital Corp.'s as Agent for Itself
& Certain Lenders, Notice of Payoff & Setting Dates by Which Briefs are Due (D.I
471), signed on January 23, 2003.

         (90) GENERAL DISTRIBUTION TRUST means the trust created on the
Effective Date pursuant to this Plan and the Distribution Trust Agreement,
managed by the Disbursing Agent as

                                      -10-



trustee, which will have a corpus of (a) New Common Stock for the payment of all
Allowed Claims from Class 4A, Class 4B, Class 4C, Class 4D and Class 4E and (b)
New Warrants, if necessary, for the payment of all Allowed Claims from Class 6A.

         (91) GREENWICH collectively means Greenwich Capital Financial Products,
Inc. and the other financial institutions (including Berkshire Hathaway or one
of its designees or affiliates and Ranch Capital LLC or one of its designees or
affiliates) lending under the Final DIP Agreement.

         (92) HOLDER means a Person holding an Interest or a Claim.

         (93) IMPAIRED shall have the meaning ascribed to such term in section
1124 of the Bankruptcy Code.

         (94) INITIAL DISTRIBUTION DATE means (a) with respect to Administrative
Claims, Priority Non-Tax Claims, Priority Tax Claims, Secured Claims and
Convenience Claims, the date that is the later of (i) the Effective Date (or as
soon thereafter as reasonably practicable) and (ii) the date (or as soon
thereafter as is reasonably practicable) such Claims become Allowed Claims or
otherwise become payable under the Plan; (b) with respect to Fee Claims, the
date (or as soon thereafter as reasonably practicable) that such Claims are
allowed by Final Order of the Bankruptcy Court; and (c) with respect to the
Junior Note Claims, the Senior Note Claims, the REMIC Guarantee Claims, the
Litigation Claims, the Other Unsecured Claims and the Interests (subject to the
priority scheme set forth in the Plan), the date as soon as reasonably
practicable after the Effective Date. With respect to Secured Claims, occurrence
of the Distribution Date shall be subject, if applicable, to the Estates'
receipt of the Net Proceeds of the sale of the relevant collateral.

         (95) INSIDER shall have the meaning ascribed to such term in section
101(31) of the Bankruptcy Code.

         (96) INTERCOMPANY CLAIM means a Claim of any Debtor against another
Debtor, whether arising before or after the Petition Date. To the extent
required to ensure a Distribution to Holders of Interest, if applicable,
pursuant to section 510 of the Bankruptcy Code, all Intercompany Claims under
this Plan shall be considered subordinate to all other Claims and possess the
same priority as Interests under this Plan.

         (97) INTEREST means an equity security, including Old Common Stock,
within the meaning of section 101(16) of the Bankruptcy Code, in a Debtor. For
purposes of voting and Distributions under the Plan, the defined term Interest
shall include a Claim against a Debtor that is subject to subordination under
section 510(b) of the Bankruptcy Code: it is a Claim that (a) arises from
rescission of a purchase or sale of any Interest in a Debtor; (b) arises from
damages resulting from the purchase or sale of any such security; or (c) is for
reimbursement or contribution allowed under section 502 of the Bankruptcy Code
on account of a Claim of the type described in clause (a) or (b) of this
sentence.

         (98) JPMORGAN means JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank.

                                      -11-



         (99) JUNIOR INDENTURE means the Indenture and First Supplemental
Indenture both dated March 1, 1992 and the Second Supplemental Indenture dated
July 15, 1992, between the Debtors and First Union National Bank, f/k/a Delaware
Trust Company, with respect to the Junior Notes, as the same may have been
amended from time to time.

         (100) JUNIOR INDENTURE TRUSTEE means U.S. Bank Trust, N.A., as the
indenture trustee under the Junior Indenture, or any successor indenture
trustees under the Junior Indenture.

         (101) JUNIOR INDENTURE TRUSTEE CHARGING LIEN means any lien or other
priority in payment arising prior to the Effective Date to which the Junior
Indenture Trustee is entitled, pursuant to the Junior Indenture, against
Distributions to be made to Holders of Junior Note Claims by the Junior
Indenture Trustee under the Junior Indenture.

         (102) JUNIOR INDENTURE TRUSTEE PREPETITION FEES AND EXPENSES means any
Claim asserted by the Junior Indenture Trustee for reimbursement of reasonable
fees, expenses, disbursements and attorneys' and agents' fees incurred prior to
the Petition Date by the Junior Indenture Trustee in connection with services
rendered under the Junior Indenture.

         (103) JUNIOR NOTE CLAIM means the Unsecured Claim of the Junior
Indenture Trustee under the Junior Indenture, including, but not limited to, the
Junior Indenture Trustee Charging Lien and the Junior Indenture Trustee
Prepetition Fees and Expenses, or the Claim of any Holder of Junior Notes for
the payment of any principal, premium, if any, and interest owing and unpaid as
of the Petition Date in respect of such Junior Notes.

         (104) JUNIOR NOTES means the 8% Reset Debentures in the original
principal amount of $17 million due June 1, 2007 pursuant to an Indenture and a
First Supplemental Indenture both dated March 1, 1992, and 8% Reset Debentures
in the original principal amount of $23 million due June 1, 2007 pursuant to a
Second Supplemental Indenture dated July 15, 1992, of which $2.6 million remains
outstanding as of the Petition Date.

         (105) LIEN has the meaning ascribed to such term in section 101(37) of
the Bankruptcy Code (but a lien that has or may be avoided pursuant to any
claim, right or cause of action accruing, incorporated or available under
chapter 5 of the Bankruptcy Code shall not constitute a Lien).

         (106) LITIGATION CLAIMS means (a) all Claims against the Debtors
asserted under lawsuits or complaints which are pending as of the commencement
of the Chapter 11 Cases in any court, including, without limitation, state or
federal court; (b) all Claims against the Debtors subject to mediation or
arbitration which are pending as of the commencement of the Chapter 11 Cases
that could potentially be asserted under lawsuits or complaints in any court; or
(c) all Claims raised or made to the Debtors by any Person, including, without
limitation, offices of state attorneys general, related to matters arising prior
to commencement of the Chapter 11 Cases that could have been asserted under
lawsuits or complaints in any court.

         (107) NET PROCEEDS means the Cash consideration received from the sale,
Transfer, or collection of property of the Estates or the conversion of such
property to Cash in some other manner as contemplated in, or reasonably within
the scope of, this Plan, whether

                                      -12-



occurring prior to or after the Effective Date, less the reasonable, necessary
and customary expenses attributable to such sale, Transfer, collection or
conversion, including costs of curing defaults under executory contracts that
are assigned, paying personal property or other taxes accruing in connection
with such sale, Transfer or conversion or such property, brokerage fees and
commissions, collection costs, reasonable attorneys' fees and expenses and any
applicable taxes or other claims of any governmental authority in connection
with such property and any escrows or accounts established to hold funds for
purchase price adjustments, indemnification claims, or other purposes in
connection with such sale, Transfer or collection; provided, however, that upon
the release to the Debtors or the Disbursing Agent of funds from such escrows or
accounts, such funds shall become Net Proceeds of the relevant sale, Transfer or
collection.

         (108) NEW COMMON STOCK means the 20,000,000 shares of common stock of
the [New Holdco] to be authorized in accordance with the Plan, having a par
value of $1.00 per share authorized pursuant to the [New Holdco's] Amended and
Restated Certificate of Incorporation, 10,000,000 shares of which are to be
issued and distributed in accordance with the Plan constituting 100% of the
total number of shares of such New Common Stock to be issued and outstanding on
or immediately after the Effective Date; excluding, however, any shares of the
common stock of the [New Holdco] that may be set aside for (i) certain
performance-based compensation for the officers and directors of the Debtors;
and (ii) the Exit Facility Lender.

         (109) NEW HOLDCO means Reorganized Oakwood as reincorporated or
otherwise established and the parent company of Reorganized Oakwood Finance,
Reorganized Oakwood Manufacturing, Reorganized Oakwood Retail and Reorganized
Oakwood Servicing. New Holdco will be issuer of the New Common Stock and New
Warrants, if necessary.

         (110) NEW WARRANTS means the warrants to purchase 1,000,000 shares of
New Common Stock with a seven year maturity and a strike price initially
computed for an initial market value of New Common Stock, which would result in
100% recovery to the Holders of Senior Notes, Holders of Junior Notes, Holders
of REMIC Guarantee Claims and Holders of Other Unsecured Claims. The strike
price will increase annually at the risk free rate (30-year Treasury rate) until
their expiration.

         (111) NON-DEBTOR-HELD INTEREST means an Interest in Oakwood when the
Holder is not a Debtor.

         (112) OAC means Oakwood Acceptance Corporation, LLC.

         (113) OAKWOOD means Oakwood Homes Corporation.

         (114) OLD COMMON STOCK means the preconfirmation common stock of, or
other equity interest in, however derivative, Oakwood and outstanding or held in
treasury as of the Record Date.

         (115) OMI means Oakwood Mortgage Investors, Inc.

         (116) OMI TRUST 1997-A means the trust formed pursuant to the Series
1997-A Pooling and Servicing Agreement, dated as of February 1, 1997, as amended
September 28,

                                      -13-



2001, and incorporating the Standard Terms to Pooling and Servicing Agreement,
November 1995 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in
interest to PNC, as trustee.

         (117) OMI TRUST 1997-B means the trust formed pursuant to the Series
1997-B Pooling and Servicing Agreement, dated as of May 1, 1997, as amended
September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

         (118) OMI TRUST 1997-C means the trust formed pursuant to the Series
1997-C Pooling and Servicing Agreement, dated as of August 1, 1997, as amended
September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

         (119) OMI TRUST 1997-D means the trust formed pursuant to the Series
1997-D Pooling and Servicing Agreement, dated as of November 1, 1997, as amended
September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, November 1995 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

         (120) OMI TRUST 1998-B means the trust formed pursuant to the Series
1998-B Pooling and Servicing Agreement, dated as of May 1, 1998, as amended
December 11, 2000 and September 28, 2001, and incorporating the Standard Terms
to Pooling and Servicing Agreement, November 1995 Edition, among OMI, OAC, as
servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (121) OMI TRUST 1998-C means the trust formed pursuant to the Series
1998-C Pooling and Servicing Agreement, dated as of August 1, 1998, as amended
December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, July 1998 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (122) OMI TRUST 1998-D means the trust formed pursuant to the Series
1998-D Pooling and Servicing Agreement, dated as of October 1, 1998, as amended
April 29, 1999 and September 28, 2001, and incorporating the Standard Terms to
Pooling and Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer,
and JPMorgan as successor in interest to PNC, as trustee.

         (123) OMI TRUST 1999-A means the trust formed pursuant to the Series
1999-A Pooling and Servicing Agreement, dated as of January 1, 1999, as amended
September 28, 2001, and incorporating the Standard Terms to Pooling and
Servicing Agreement, July 1998 Edition, among OMI, OAC, as servicer, and
JPMorgan as successor in interest to PNC, as trustee.

         (124) OMI TRUST 1999-B means the trust formed pursuant to the Series
1999-B Pooling and Servicing Agreement, dated as of April 1, 1999, as amended
September 28, 2001,

                                      -14-



and incorporating the Standard Terms to Pooling and Servicing Agreement, July
1998 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest
to PNC, as trustee.

         (125) OMI TRUST 1999-C means the trust formed pursuant to the Series
1999-C Pooling and Servicing Agreement, dated as of June 1, 1999, as amended
November 1, 2000, December 12, 2000, September 28, 2001 and August 10, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest to
PNC, as trustee.

         (126) OMI TRUST 1999-D means the trust formed pursuant to the Series
1999-D Pooling and Servicing Agreement, dated as of August 1, 1999, as amended
December 12, 2000, September 28, 2001 and August 10, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (127) OMI TRUST 1999-E means the trust formed pursuant to the Series
1999-E Pooling and Servicing Agreement, dated as of November 1, 1999, as amended
December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (128) OMI TRUST 2000-A means the trust formed pursuant to the Series
2000-A Pooling and Servicing Agreement, dated as of March 1, 2000, as amended
December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (129) OMI TRUST 2000-B means the trust formed pursuant to the Series
2000-B Pooling and Servicing Agreement, dated as of June 1, 2000, as amended
December 11, 2000, September 28, 2001 and August 10, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, May 1999 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (130) OMI TRUST 2001-B means the trust formed pursuant to the Series
2001-B Pooling and Servicing Agreement, dated as of February 1, 2001, as amended
September 28, 2001 and August 10, 2001, and incorporating the Standard Terms to
Pooling and Servicing Agreement, February 2001 Edition, among OMI, OAC, as
servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (131) OMI TRUST 2001-C means the trust formed pursuant to the Series
2001-C Pooling and Servicing Agreement, dated as of May 1, 2001, as amended
October 2, 2001, August 10, 2001 and December 12, 2001, and incorporating the
Standard Terms to Pooling and Servicing Agreement, May 2001 Edition, among OMI,
OAC, as servicer, and JPMorgan as successor in interest to PNC, as trustee.

         (132) OMI TRUST 2001-D means the trust formed pursuant to the Series
2001-D Pooling and Servicing Agreement, dated as of August 1, 2001, as amended
December 12, 2001 and January 10, 2002, and incorporating the Standard Terms to
Pooling and Servicing

                                      -15-



Agreement, May 2001 Edition, among OMI, OAC, as servicer, and JPMorgan as
successor in interest to PNC, as trustee.

         (133) OMI TRUST 2001-E means the trust formed pursuant to the Series
2001-E Pooling and Servicing Agreement, dated as of November 1, 2001, and
incorporating the Standard Terms to Pooling and Servicing Agreement, September
2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest
to PNC, as trustee.

         (134) OMI TRUST 2002-A means the trust formed pursuant to the Series
2002-A Pooling and Servicing Agreement, dated as of February 1, 2002, and
incorporating the Standard Terms to Pooling and Servicing Agreement, September
2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest
to PNC, as trustee.

         (135) OMI TRUST 2002-B means the trust formed pursuant to the Series
2002-B Pooling and Servicing Agreement, dated as of May 1, 2002, and
incorporating the Standard Terms to Pooling and Servicing Agreement, September
2001 Edition, among OMI, OAC, as servicer, and JPMorgan as successor in interest
to PNC, as trustee.

         (136) OTHER SECURED AND SETOFF CLAIMS means any Secured Claims other
than the 1997 Bonds Secured Claim, the 1998 Bonds Secured Claim, the Auto
Secured Claim, the Carolina Secured Claim, the First American Secured Claim, the
Foothill Secured Claim, the Pulaski Bonds Secured Claim, the Schmittauer Secured
Claim, the Thomas Secured Claim, the U.S. Bank Secured Claim and the Secured Tax
Claims.

         (137) OTHER UNSECURED CLAIMS means an Unsecured Claim, including all
Self-Insurance Claims, other than: (a) a Convenience Claim; (b) a REMIC
Guarantee Claim, or any other Claim arising from the B-2 REMIC Guarantees or the
Resecuritization Note Put Option; (c) a Senior Note Claim; (d) a Junior Note
Claim; or (e) a Litigation Claim.

         (138) PERSON means any individual, corporation, partnership, limited
liability company, association, indenture trustee, organization, joint stock
company, joint venture, estate, trust, governmental unit or any political
subdivision thereof, the Creditors' Committee, Interest Holders, Holders of
Claims, current or former employees of any Debtor, or any other legal entity.

         (139) PETITION DATE means November 15, 2002.

         (140) PLAN means this Plan of Reorganization, dated as of the date set
forth on the first page hereof, for each of the Debtors, together with any
amendments or modifications hereto as the Debtors may file hereafter in
accordance with the terms of the Plan (such amendments or modifications only
being effective if approved by order of the Bankruptcy Court to the extent such
approval is necessary).

         (141) PLAN SUPPLEMENT means the form of documents specified in Section
11.6 of the Plan, which are incorporated herein by reference.

         (142) PNC means PNC Bank National Association.

                                      -16-



         (143) PREPETITION LOAN AGREEMENT means that Loan and Security Agreement
dated January 22, 2002 among the Debtors and Foothill, as amended pursuant to
the First Amendment to Loan Agreement dated July 2002 and the Second Amendment
to Loan Agreement dated July 31, 2002.

         (144) PRIORITY NON-TAX CLAIM means any Claim entitled to priority
pursuant to section 507(a) of the Bankruptcy Code, other than: (i) an
Administrative Claim; (ii) a Priority Tax Claim; and (iii) a Fee Claim.

         (145) PRIORITY TAX CLAIM means a Claim for taxes entitled to priority
pursuant to section 507(a)(8) of the Bankruptcy Code.

         (146) PULASKI BONDS SECURED CLAIM means that portion of the Claim
arising under a loan agreement with Pulaski, Tennessee for variable rate demand
economic development bonds to the extent it is a Secured Claim secured by a
capital lease on property which will be owned by Debtor HBOS Manufacturing, LP
upon payment of the balance owed.

         (147) QUARTERLY DISTRIBUTION DATE means the first Business Day that is
ninety (90) days after the immediately preceding Distribution Date for a
particular Class of Claims. Notwithstanding any other provision of the Plan,
there shall be no more than one Distribution Date each fiscal quarter for all
Allowed Claims that results in Distributions.

         (148) RATABLE, RATABLY OR RATABLE SHARE means, for Distributions to
Holders of Claims in Class 4A, Class 4B, Class 4C, Class 4D, Class 4E and Class
6A, so that the ratio of (a) the amount of consideration distributed on account
of a particular Allowed Claim to (b) the allowed amount of the Allowed Claim, is
the same as the ratio of (x) the difference of (i) the total amount of
consideration available for Distribution on account of all Allowed Claims in the
Class (or group of Classes) in which the particular Allowed Claim is included
and (ii) the total amount of consideration distributed on the Initial
Distribution Date and on the previous Quarterly Distribution Dates in the Class
(or group of Classes) in which the particular Allowed Claim is included to (y)
the maximum aggregate of the amount of Allowed Claims plus amount of Disputed
Claims (in their aggregate Disputed Amount) in such Class (or group of Classes)
as of any Distribution Date. The formula is illustrated as follows:
                                                                                 
                                                ------                                                       ------
(a) Amount of consideration distributed         | (x) (i) Total consideration           (ii) Total consideration  |
     to a Holder of an Allowed Claim        =   | available for Distribution to   -      distributed on previous  |
                                                | Holders of Allowed Claims in          Distribution Dates in the |
                                                | Class (or group of Classes)          Class (or group of Classes)|
                                                ------                                                       ------
- -----------------------------------------       -------------------------------------------------------------------
(b) Allowed amount of Holder's Allowed            (y) Maximum aggregate amount of all Allowed Claims and Disputed
                 Claim                                            Claims as of any Distribution Date



         After all Disputed Claims in such Class (or group of Classes) have
become either Allowed Claims paid out on a Quarterly Distribution Date or
disallowed for whatever reason, a final Distribution shall be made to each
Holder of an Allowed Claim. For a particular Holder of an Allowed Claim, the
final Distribution shall be the difference of (a) the amount equal to the

                                      -17-



total of the (i) original consideration available for Distribution to Holders of
Allowed Claims in Class (or group of Classes) under the Plan divided by (ii) the
final aggregate amount of all Allowed Claims as of the last Quarterly
Distribution Date with the result of (a) multiplied by (b) the total amount of
the Holder's Allowed Claims in such Class (or group of Classes) and (c) the
total amount of consideration distributed to such Holder on account of his
Allowed Claim on all previous Distribution Dates. This final Distribution
formula is illustrated as follows:
                                                                                   
                        --------                                            ---------
                        |     (a)(i) The total original                             |
                        |    consideration available for       (b) Total amount of  |          (c) Total amount of
                        |    Distribution to Holders of        the Holder's Allowed |       consideration distributed to
                        |    Allowed Claims in Class (or       Claims in such Class |       a Holder of an Allowed Claim
  Final          =      |         group of Classes)        *   (or group of Classes)|   -   on previous Distribution Dates
  Distribution          |  ------------------------------                           |
                        |     (ii) The final aggregate                              |
                        |   amount of all Allowed Claims                            |
                        |     as of the last Quarterly                              |
                        |        Distribution Date                                  |
                        --------                                            ---------



         Any and all distributions made pursuant to these formulas will be made
from the General Distribution Trust.

         (149) RECLAMATION CLAIMS means any Disputed Claims based upon a
seller's common law right to reclaim goods as used in section 546(c) of the
Bankruptcy Code pursuant to the Bankruptcy Court's Order Establishing Procedures
With Respect To Reclamation Claims (D.I. 36) entered on November 19, 2002..

         (150) RECORD DATE means the Confirmation Date.

         (151) RELEASED PARTIES means, collectively and individually, the
Debtors, the Creditors' Committee, the Reorganized Debtors, the General
Distribution Trust and the Disbursing Agent, and, to the extent they served or
were employed during or in furtherance of the Chapter 11 Cases, their respective
present and former officers and directors, if applicable, and the following
employees, agents, advisors and professionals: [______________________________].

         (152) REMIC GUARANTEE CLAIMS means all of the Claims arising from the
B-2 REMIC Guarantees and the Resecuritization Note Put Option. Note that double
recovery to a particular Holder will not be allowed for Claims arising from B-2
Certificates which are both covered by the Resecuritization Note Put Option and
the B-2 REMIC Guarantees.

         (153) RESECURITIZATION NOTE means the Class A note issued by the
Resecuritization Trust secured, in part, by certain B-Piece REMIC Certificates
and X REMIC Certificates issued by various REMIC Trustees.

         (154) RESECURITIZATION NOTE PUT OPTION means Oakwood's obligation to
the holder of the Resecuritization Note to purchase the Resecuritization Note on
each payment date

                                      -18-



under the Resecuritization Note, beginning with the payment date occurring in
September 2011 and ending with the payment date occurring in September 2012.

         (155) REMIC TRUSTEES means JPMorgan in its capacity as trustee,
indenture trustee, successor trustee, securities intermediary, verification
agent, paying agent, as applicable, and Resecuritization Trustee, for the
holders of notes and certificates, including Holders of the B-Piece REMIC
Certificates and the Resecuritization Note, issued by each of the REMIC Trusts
and the Resecuritization Trust and any duly appointed successor or successors.

         (156) REMIC TRUSTS means the following non-Debtor Real Estate Mortgage
Investment Conduit Securitization Trusts: the OMI Trust 1997-A, the OMI Trust
1997-B, the OMI Trust 1997-C, the OMI Trust 1997-D, the OMI Trust 1998-B, the
OMI Trust 1998-C, the OMI Trust 1998-D, the OMI Trust 1999-A, the OMI Trust
1999-B, the OMI Trust 1999-C, the OMI Trust 1999-D, the OMI Trust 1999-E, the
OMI Trust 2000-A, the OMI Trust 2000-B, the OMI Trust 2001-B, the OMI Trust
2001-C, the OMI Trust 2001-D, the OMI Trust 2001-E, the OMI Trust 2002-A and the
OMI Trust 2002-B.

         (157) REORGANIZED DEBTORS mean the Debtors on and after the Effective
Date, and the entities that shall succeed to all rights and obligations of the
Debtors under the Plan (unless such obligations or rights are seceded in whole
or part to the Disbursing Agent or other such entity).

         (158) REORGANIZED OAKWOOD means Oakwood on and after the Effective
Date.

         (159) REORGANIZED OAKWOOD FINANCE means the following post-merger
Reorganized Debtors:...

         (160) REORGANIZED OAKWOOD MANUFACTURING means the following post-merger
Reorganized Debtors:...

         (161) REORGANIZED OAKWOOD RETAIL means the following post-merger
Reorganized Debtors:...

         (162) REORGANIZED OAKWOOD SERVICING means the following post-merger
Reorganized Debtors:...

         (163) RESECURITIZATION TRUST means the Oakwood Mortgage
Resecuritization Trust 2001 formed pursuant to the Amended and Restated Trust
Agreement, dated as of February 1, 2002, as amended and supplemented by the
Trust Agreement Amendment and Supplement, dated as of March 1, 2002, and the
Trust Agreement Amendment and Supplement, dated as of June 1, 2002, among OMI,
as depositor, OAC, as securities administrator, and the Resecuritization
Trustee.

         (164) RESECURITIZATION TRUSTEE means JPMorgan in its capacity as
trustee and securities intermediary of the Resecuritization Trust.

         (165) SCHEDULE OF ASSETS AND LIABILITIES means, as amended,
supplemented or modified, a Debtor's schedule of assets and liabilities filed
with the Bankruptcy Court on

                                      -19-



January 31, 2003 (D.I. 516, 518, 521, 524, 526, 528, 531, 533, 535, 539, 541,
543) pursuant to sections 521(1) and 1106(a)(2) of the Bankruptcy Code.

         (166) SCHMITTAUER SECURED CLAIM means that portion of the Claim of
Jerry Schmittauer arising under a note dated August 1998 to the extent that it
is a Secured Claim secured by a retail center owned by Debtor Oakwood Mobile
Homes, Inc. and located at 1235 S.R. 28, Milford, Ohio.

         (167) SECURED CLAIM means (a) that portion of a Claim that is secured
by a valid, perfected and enforceable security interest, Lien, mortgage or other
encumbrance, that is not subject to an Avoidance Action, in or upon any right,
title or interest of any of the Debtors in and to property of the Estates, to
the extent of the value of the Holder's interest in such property as of the
relevant determination date or (b) any Claim that is subject to an offset right
pursuant to section 553 of the Bankruptcy Code, to the extent of the amount
subject to a valid setoff, in the case of each of (a) and (b) as determined by
the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code or agreed
to, in writing, by the Debtors or the Reorganized Debtors and the applicable
Claim Holder. Such defined term shall not include for voting or Distribution
purposes any such Claim that has been or will be paid in connection with the
cure of defaults under an assumed executory contract or unexpired lease under
section 365 of the Bankruptcy Code.

         (168) SECURED TAX CLAIMS means a Claim for taxes to the extent that it
is a Secured Claim under state or federal law.

         (169) SELF-INSURANCE CLAIM means an Unsecured Claim against a Debtor
that the Debtors assert is payable, in whole or in part, under any
Self-Insurance Policy.

         (170) SELF-INSURANCE POLICY means any policy of insurance and any
agreements relating thereto that may be available to provide coverage for Claims
against a Debtor, including but not limited to statutorily mandated workers'
compensation programs in effect on the Petition Date providing compensation to
employees of the Debtors for job-related injuries or job-related illnesses for
which the Debtors self-insure.

         (171) SENIOR INDENTURE means the Indenture and First Supplemental
Indenture, both dated March 2, 1999, between the Debtors and Bank One, N.A.,
f/k/a The First National Bank of Chicago, with respect to the Senior Notes, as
the same may have been amended from time to time.

         (172) SENIOR INDENTURE TRUSTEE means U.S. Bank Trust, N.A., as the
current indenture trustee under the Senior Indenture, or any successor indenture
trustee(s) to U.S. Bank Trust, N.A. under the Senior Indenture.

         (173) SENIOR INDENTURE TRUSTEE CHARGING LIEN means any lien or other
priority in payment arising prior to the Effective Date to which the Senior
Indenture Trustee is entitled, pursuant to the Senior Indenture, against
Distributions to be made to Holders of Senior Note Claims by the Senior
Indenture Trustee under the Senior Indenture.

         (174) SENIOR INDENTURE TRUSTEE PREPETITION FEES AND EXPENSES means any
Claim asserted by the Senior Indenture Trustee for reimbursement of reasonable
fees, expenses,

                                      -20-



disbursements and attorneys' and agents' fees incurred prior to the Petition
Date by the Senior Indenture Trustee in connection with services rendered under
the Senior Indenture.

         (175) SENIOR NOTE CLAIM means the Unsecured Claim of the Senior
Indenture Trustee under the Senior Indenture, including, but not limited to, the
Senior Indenture Trustee Charging Lien and the Senior Indenture Trustee
Prepetition Fees and Expenses, or the Claim of any Holder of Senior Notes for
the payment of any principal, premium, if any, and interest owing and unpaid as
of the Petition Date in respect of such Senior Notes.

         (176) SENIOR NOTES means the 7.875% Senior Notes in the aggregate
principal amount of $125 million due March 2004 and the 8.125% Senior Notes in
the aggregate principal amount of $175 million due March 2009 pursuant to an
Indenture and First Supplemental Indenture, both dated March 2, 1999.

         (177) SOLICITATION PROCEDURES ORDER means the Order entered by the
Bankruptcy Court establishing procedures with respect to the solicitation and
tabulation of votes to accept or reject the Plan.

         (178) STATEMENT OF FINANCIAL AFFAIRS means, as amended, supplemented or
modified, a Debtor's statement of financial affairs filed with the Bankruptcy
Court on January 31, 2003 (D.I. 515, 517, 520, 522, 525, 527, 530, 532, 534,
537, 540, 542) pursuant to sections 521(1) and 1106(a)(2) of the Bankruptcy
Code.

         (179) SUBSTANTIVE CONSOLIDATION ORDER means the order, or provision of
the Confirmation Order, substantively consolidating the Chapter 11 Cases as
provided in Article VI of the Plan.

         (180) TARHEEL means Tarheel Insurance Company, Ltd., Oakwood's
non-Debtor subsidiary reinsurance company domiciled in Bermuda.

         (181) THOMAS SECURED CLAIM means that portion of the Claim of Lecil V.
and Tommie Jane Thomas arising under a note dated January 15, 1993 to the extent
that it is a Secured Claim secured by property owned by Debtor HBOS
Manufacturing, LP and located at 508 Palmer Road, Rockwell, North Carolina.

         (182) TRANSFER means every mode, direct or indirect, absolute or
conditional, voluntary or involuntary, of disposing of or parting with property
or with an interest in property, including but not limited to any sale,
assignment, lease, transfer, encumbrance, Lien, exchange, mortgage, pledge,
hypothecation or other disposition, or the creation of a security interest, in
whole or in part.

         (183) U.S. BANK SECURED CLAIM means that portion of the Claim of U.S.
Bank National Association arising under a note dated April 2, 1991 to the extent
that it is a Secured Claim secured by property owned by Debtor HBOS
Manufacturing, LP and located in Albany, Linn County, Oregon.

         (184) U.S. GOVERNMENT OBLIGATIONS means securities that are direct
obligations of, or obligations guaranteed by, the United States of America for
the timely payment of which

                                      -21-




obligation or guarantee the full faith and credit of the United States of
America is pledged, or funds consisting solely of such securities, including
funds managed by the Disbursing Agent (further including such funds for which it
or its affiliates receive fees in connection with such management).

         (185) UNCLAIMED PROPERTY means any Cash or other distributable property
unclaimed for a period of ninety (90) days after it has been delivered (or
attempted to be delivered) in accordance with the Plan to the Holder entitled
thereto in respect of a such Holder's Allowed Claim. Unclaimed Property shall,
without limitation, include: (a) checks (and the funds represented thereby)
mailed to a Distribution Address and returned as undeliverable without a proper
forwarding address; (b) funds for uncashed checks; and (c) checks (and the funds
represented thereby) not mailed or delivered because no Distribution Address to
mail or deliver such property was available, notwithstanding efforts by the
Debtors or the Disbursing Agent to locate such address which were commercially
reasonable under the circumstances.

         (186) UNIMPAIRED shall have the meaning ascribed to such term in
section 1124 of the Bankruptcy Code.

         (187) UNITED STATES TRUSTEE means the Office of the United States
Trustee for the District of Delaware.

         (188) UNSECURED CLAIM means any Claim that is not: (a) an
Administrative Claim; (b) a Priority Non-Tax Claim; (c) a Priority Tax Claim;
(d) a Fee Claim; (e) a Secured Claim; (f) an Intercompany Claim; or (g) an
Interest.

         (189) X REMIC CERTIFICATES means those certain X "pass-through"
asset-backed securities that have been issued by certain REMIC Trusts.

    1.2  RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW.

         (a) RULES OF INTERPRETATION.

         For purposes of the Plan: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural; (b) any reference in the Plan to a
contract, instrument, release, indenture or other agreement or document being in
a particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions; (c) any reference in the Plan to an existing document or an exhibit
filed or to be filed means such document or exhibit, as it may have been or may
be amended, modified or supplemented; (d) if the Plan's description of the terms
of an exhibit is inconsistent with the terms of the exhibit, the terms of the
exhibit shall control; (e) unless otherwise specified, all references in the
Plan to articles, sections, clauses and exhibits are references to articles,
sections, clauses and exhibits of or to the Plan; (f) the words "herein" and
"hereto" and other words of similar import refer to this Plan in its entirety
rather than to a particular portion of the Plan; (g) captions and headings to
articles and sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation of the Plan; (h) any
reference to an entity as a Holder of a Claim or Interest includes that entity's
successors, assigns, and affiliates; (i) the rules of construction set forth in
section 102 of the Bankruptcy Code shall apply to the

                                      -22-



extent such rules are not inconsistent with any other provision in this Section;
and (j) any term used herein that is not defined herein shall have the meaning
ascribed to any such term used in the Bankruptcy Code and/or the Bankruptcy
Rules, if used therein.

         (b) COMPUTATION OF TIME.

         In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply.

         (c) GOVERNING LAW.

         Except to the extent that the Bankruptcy Code or Bankruptcy Rules are
applicable, and subject to the provisions of any contract, instrument, release,
indenture or other agreement or document entered into in connection with the
Plan, the rights and obligations arising under the Plan shall be governed by,
and construed and enforced in accordance with, the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.

                                   ARTICLE II.

                METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS
                             AND GENERAL PROVISIONS

    2.1  GENERAL RULES OF CLASSIFICATION.

         A Claim or Interest shall be deemed classified in a particular Class
only to the extent that the Claim or Interest qualifies within the description
of that Class and shall be deemed classified in a different Class to the extent
that any remainder of such Claim or Interest qualifies within the description of
such different Class. A Claim or Interest is in a particular Class only to the
extent that such Claim or Interest is Allowed in that Class and has not been
paid or otherwise settled prior to the Effective Date.

    2.2  HOLDERS OF CLAIMS ENTITLED TO VOTE.

         Each Holder of an Allowed Claim or the Holder of a Claim that has been
temporarily allowed for voting purposes by Order only under Bankruptcy Rule
3018(a) in an Impaired Class of Claims against the Debtors shall be entitled to
vote separately to accept or reject the Plan as provided in the Solicitation
Procedures Order. Any Unimpaired Class of Claims shall be deemed to have
accepted the Plan. Any Class of Claims or Interests that will not receive or
retain any property on account of such Claims or Interests under the Plan shall
be deemed to have rejected the Plan.

    2.3  ACCEPTANCE BY IMPAIRED CLASSES.

         An Impaired Class of Claims shall have accepted the Plan if all of the
necessary conditions of the Bankruptcy Code and Bankruptcy Rules have been
satisfied.

                                      -23-




    2.4  NON-CONSENSUAL CONFIRMATION.

         To the extent necessary, the Debtors hereby request that the Bankruptcy
Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy
Code. Subject to Section 1127 of the Bankruptcy Code, the Debtors reserve the
right to modify the Plan to the extent that confirmation pursuant to section
1129(b) of the Bankruptcy Code requires modification.

    2.5  ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS AND FEE CLAIMS.

         Administrative Claims, Fee Claims, and Priority Tax Claims have not
been classified and are excluded from the Classes set forth in Article IV in
accordance with section 1123(a)(1) of the Bankruptcy Code. Priority Non-Tax
Claims are classified in Class 1.

    2.6  SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS.

         Except as otherwise provided in the Plan, nothing herein shall affect
the rights and defenses, both legal and equitable, of the Debtors, the
Reorganized Debtors, the Disbursing Agent, and the Creditors' Committee, as the
case may be, with respect to any Unimpaired Claims, including, but not limited
to, all rights with respect to legal and equitable defenses to setoffs or
recoupments against Unimpaired Claims.

    2.7  SPECIAL PROVISION REGARDING TREATMENT OF NON-DEBTOR-HELD INTERESTS.

         Notwithstanding any other provision in this Plan, Distributions of
Equity Consideration to Holders of Non-Debtor-Held Interests may be made from
Distributions otherwise due to a senior Class that consents to such
Distribution.

    2.8  ELIMINATION OF VACANT CLASSES.

         Any Class of Claims that, as of the date of the commencement of the
Confirmation Hearing, does not contain any Holders of Allowed Claims or Claims
temporarily allowed by Order under Bankruptcy Rule 3018 shall be deemed deleted
from the Plan for purposes of voting on or rejection of the Plan, for purposes
of determining acceptances or rejection of the Plan by such Class under section
1129(a)(8) of the Bankruptcy Code, and for the purposes of determining any
Distributions made under the Plan.

    2.9  BAR DATES FOR ADMINISTRATIVE CLAIMS.

         With respect to Administrative Claims relating to the period from the
Petition Date through ______________, except to the extent set forth in the
Administrative Claim Bar Date Order, a Holder of such Administrative Claim must
have filed a request for payment of such Claim by the applicable bar date of
____________ in order to be eligible to receive Distributions under the Plan on
account of such Administrative Claim.

         To be eligible to receive Distributions under the Plan on account of an
Administrative Claim not subject to the Administrative Claim Bar Date Order, all
requests for payment of such Administrative Claims (other than Fee Claims)
incurred before the Effective Date and not subject to the Administrative Claim
Bar Date Order must be filed with the Claims

                                      -24-



Agent so as to be received on or before 4:00 p.m. (Eastern Time) on the date
that is the first Business Day after the date that is [20 days after the
Effective Date].

         ANY HOLDER OF AN ADMINISTRATIVE CLAIM THAT FAILS TO FILE SUCH A TIMELY
REQUEST FOR PAYMENT WITH THE CLAIMS AGENT ON OR BEFORE SUCH TIME AS SET FORTH IN
THE ADMINISTRATIVE CLAIM BAR DATE ORDER SHALL HAVE THEIR CLAIM BE DEEMED NOT
ALLOWED UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST
ANY OF THE DEBTORS, THE REORGANIZED DEBTORS, THE ESTATES OR THEIR PROPERTY. ANY
SUCH CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM
COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT,
OFFSET, RECOUP OR RECOVER SUCH CLAIM.

    2.10 BAR DATE FOR FEE CLAIMS.

         Prior to the Effective Date, all applications for payment of Fee Claims
must be filed with the Bankruptcy Court and served in accordance with the Fee
Order. After the Effective Date, all applications for payment of Fee Claims must
be sent to the Reorganized Debtors and the Disbursing Agent and will be paid by
the Reorganized Debtors or the Disbursing Agent, as appropriate, in the ordinary
course, without further approval by the Bankruptcy Court.

         ANY HOLDER OF A FEE CLAIM THAT FAILS TO FILE AND SERVE SUCH (I) A PROOF
OF CLAIM WITH THE CLAIMS AGENT OR (II) AN APPLICATION ON OR BEFORE SUCH TIME AS
SET FORTH IN THE BAR DATE ORDER SHALL HAVE THEIR CLAIM BE DEEMED NOT ALLOWED
UNDER THIS PLAN AND BE FOREVER BARRED FROM ASSERTING SUCH CLAIM AGAINST ANY OF
THE DEBTORS, THE REORGANIZED DEBTORS, THE ESTATES OR THEIR PROPERTY. ANY SUCH
CLAIM SHALL BE DISCHARGED AND THE HOLDER THEREOF SHALL BE ENJOINED FROM
COMMENCING OR CONTINUING ANY ACTION, EMPLOYMENT OF PROCESS OR ACT TO COLLECT,
OFFSET, RECOUP OR RECOVER SUCH CLAIM.

                                  ARTICLE III.

                               UNCLASSIFIED CLAIMS

         In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims, Fee Claims and Priority Tax Claims, as described below,
have not been classified.

    3.1  ADMINISTRATIVE CLAIMS.

         Subject to the terms herein, and unless the Holder of an Allowed
Administrative Claim agrees to receive other, less favorable treatment, each
Holder of an Allowed Administrative Claim shall be paid 100% of the unpaid
allowed amount of such Administrative Claim in Cash from the
Administrative/Priority Claims Reserve on or as soon as reasonably practicable
after the Distribution Date. Notwithstanding the immediately preceding sentence:
(i) any Allowed Administrative Claims for goods sold or services rendered
representing liabilities incurred by the Debtors in the ordinary course of
business during the Chapter 11 Cases involving trade or vendor Claims, subject
to compliance with any applicable bar date, shall be paid by the Disbursing
Agent in the ordinary course in accordance with the terms and conditions of any
agreements relating thereto; (ii) Administrative Claims of the United States
Trustee for fees pursuant to section 1930(a)(6) of title 28 of the United States
Code shall be paid in accordance with the applicable schedule for payment of
such fees; (iii) and all Administrative Claims arising

                                      -25-



from the Final DIP Agreement shall be paid in accordance with the Final DIP
Agreement and the Final DIP Order; and (iv) as Reclamation Claims become Allowed
Administrative Claims, they shall be paid 100% of the unpaid allowed amount of
such Administrative Claim in Cash on either the Initial Distribution Date or on
the first Quarterly Distribution Date after such Administrative Claims become
Allowed Administrative Claims.

    3.2  PRIORITY TAX CLAIMS.

         Subject to the terms herein, and unless the Holder of an Allowed
Priority Tax Claim agrees to receive other, less favorable treatment, each
Holder of an Allowed Priority Tax Claim shall be paid 100% of the unpaid amount
of such Allowed Priority Tax Claim in Cash from the Administrative/Priority
Claims Reserve on or as soon as reasonably practicable after the relevant
Distribution Date; provided, however, that at the option of the Debtors or
Reorganized Debtors, as the case may be, the Reorganized Debtors may make
Distributions for any Allowed Priority Tax Claim over a period not exceeding six
(6) years after the date of assessment of such Allowed Priority Tax Claim as
provided in Section 1129(a)(9)(C) of the Bankruptcy Code. If the Debtors elect
this option as to any Allowed Priority Tax Claim, then the payment of such
Allowed Priority Tax Claim shall be made in equal semiannual installments with
the first installment due on the later of: (i) the Initial Distribution Date,
(ii) 30 calendar days after the date on which an order allowing such Allowed
Priority Tax Claim becomes a Final Order, and (iii) such other time as may be
agreed to by the Holder of such Allowed Priority Tax Claim and the Debtors. Each
installment shall include simple interest on the unpaid portion of such Allowed
Priority Tax Claim, without penalty of any kind, at the statutory rate of
interest provided for such taxes under applicable nonbankruptcy law; provided,
however, that the Reorganized Debtors shall reserve the right to pay any Allowed
Priority Tax Claim, or any remaining balance of such Allowed Tax Claim, in full,
at any time on or after the Effective Date, without premium or penalty. Any
claim or demand for penalty relating to any Priority Tax Claim (other than a
penalty of the type specified in section 507(a)(8)(G) of the Bankruptcy Code)
shall be disallowed, and the Holder of an Allowed Priority Tax Claim shall not
assess or attempt to collect such penalty from the Debtors, the Reorganized
Debtor, or their respective property.

    3.3  FEE CLAIMS.

         Subject to the terms herein, and unless the Holder of an Allowed Fee
Claim agrees to receive other, less favorable treatment, each Holder of an
Allowed Fee Claim shall receive 100% of the unpaid allowed amount of such Claim
in Cash from the Fee Claims Reserve on or as soon as reasonably practicable
after the Distribution Date.

                                   ARTICLE IV.

          CLASSIFICATION, TREATMENT AND VOTING OF CLAIMS AND INTERESTS

    4.1  SUMMARY.

         The classification of Claims and Interests against the Debtors pursuant
to the Plan is as follows:

                                      -26-




- -------------------------------------------------------------------------------------------------------------------
 CLASS                       CLAIM                         STATUS                              VOTING RIGHTS
- -------------------------------------------------------------------------------------------------------------------
                                                                                   
- -------------------------------------------------------------------------------------------------------------------
Class 1           Priority Non-Tax Claims               Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
Class 2A          Secured Tax Claims                    Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2B          1997 Bonds Secured Claim              Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2C          1998 Bonds Secured Claim              Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2D          Auto Secured Claim                    Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2E          Carolina Secured Claim                Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2F          First American Secured Claim          Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2G          Foothill Secured Claim                Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------
Class 2H          Pulaski Bonds Secured Claim           Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2I          Schmittauer Secured Claim             Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2J          Thomas Secured Claim                  Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2K          U.S. Bank Secured Claim               Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2L          Other Secured and Setoff Claims       Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
Class 3           Convenience Claims                    Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
Class 4A          Senior Note Claims                    Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------
Class 4B          Junior Note Claims                    Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------
Class 4C          REMIC Guarantee Claims                Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------
Class 4D          Litigation Claims                     Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------
Class 4E          Other Unsecured Claims                Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
Class 5           Intercompany Claims                   Substantively Consolidated          Not Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------


                                      -27-



                                                                                   
- -------------------------------------------------------------------------------------------------------------------
Class 6A          Non-Debtor-Held Interests             Impaired                            Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------
Class 6B          Debtor-Held Interests                 Substantively Consolidated          Not Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------




    4.2  CLASS 1 (PRIORITY NON-TAX CLAIMS).

         Classification: Class 1 shall consist of all Priority Non-Tax Claims.

         Treatment: Subject to the terms herein, and unless the Holder of an
Allowed Priority Non-Tax Claim agrees to receive other, less favorable
treatment, each Holder of an Allowed Priority Non-Tax Claim shall be paid 100%
of the unpaid amount of such Allowed Priority Non-Tax Claim in Cash from the
Administrative/Priority Claims Reserve on or as soon as reasonably practicable
after the later of (i) the Distribution Date or (ii) the date such Claim becomes
an Allowed Claim.

         Voting: Class 1 is an Unimpaired Class, and Holders of Class 1 Claims
are not entitled to vote.

    4.3  CLASS 2A (SECURED TAX CLAIMS).

         Classification: Class 2A shall consist of all Secured Tax Claims, to
the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, each Holder of an Allowed Tax Claim shall
receive, at the option of the Debtors or the Disbursing Agent, as appropriate,
and to the extent such Claim is secured by collateral in the possession of the
Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds from the sale of
the relevant collateral, up to the unpaid amount of such Allowed Claim (with
such payments to be made, if applicable, from accounts set up by the Debtors,
during the Chapter 11 Cases, in connection with the sale of such collateral),
subject to applicable inter-creditor lien priorities; (b) the return of the
relevant collateral; (c) reinstate the Claim in accordance with the provisions
of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be agreed to between
the Holder of such Claim and the Debtors or the Disbursing Agent, as
appropriate; or (e) such other, less favorable treatment as is determined by
Final Order of the Bankruptcy Court. Such Distribution, if required, shall be
made on or as soon as reasonably practicable after the relevant Distribution
Date (subject, if applicable, to the receipt by the Debtors or the Disbursing
Agent of the proceeds of the sale of the relevant collateral). Upon receipt by
the relevant Holder of such Distributions, such Holder's Lien, offset right or
other security interest in the relevant collateral shall be deemed released.

         Voting: Class 2A is an Unimpaired Class, and Holders of Class 2A Claims
are not entitled to vote.

                                      -28-




    4.4  CLASS 2B (1997 BONDS SECURED CLAIM).

         Classification: Class 2B shall consist of the 1997 Bonds Secured Claim,
to the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed 1997 Bonds Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor lien priorities; (b) the
return of the relevant collateral; (c) reinstate the Claim in accordance with
the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable
treatment as shall be agreed to between the Holder of such Claim and the Debtors
or the Disbursing Agent, as appropriate; or (e) such other treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2B is an Unimpaired Class, and the Holder of the Class 2B
Claim is not entitled to vote.

    4.5  CLASS 2C (1998 BONDS SECURED CLAIM).

         Classification: Class 2C shall consist of the 1998 Bonds Secured Claim,
to the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed 1998 Bonds Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor lien priorities; (b) the
return of the relevant collateral; (c) reinstate the Claim in accordance with
the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable
treatment as shall be agreed to between the Holder of such Claim and the Debtors
or the Disbursing Agent, as appropriate; or (e) such other treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the

                                      -29-



Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2C is an Unimpaired Class, and the Holder of the Class 2C
Claim is not entitled to vote.

    4.6  CLASS 2D (AUTO SECURED CLAIM).

         Classification: Class 2D shall consist of the Auto Secured Claim, to
the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed Auto Secured Claim
shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor lien priorities; (b) the
return of the relevant collateral; (c) reinstate the Claim in accordance with
the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable
treatment as shall be agreed to between the Holder of such Claim and the Debtors
or the Disbursing Agent, as appropriate; or (e) such other treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2D is an Unimpaired Class, and the Holder of the Class 2D
Claim is not entitled to vote.

    4.7  CLASS 2E (CAROLINA SECURED CLAIM).

         Classification: Class 2E shall consist of the Carolina Secured Claim,
to the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed Carolina Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable

                                      -30-



inter-creditor lien priorities; (b) the return of the relevant collateral; (c)
reinstate the Claim in accordance with the provisions of 11 U.S.C. ss. 1124(2);
(d) such other treatment as shall be agreed to between the Holder of such Claim
and the Debtors or the Disbursing Agent, as appropriate; or (e) such other, less
favorable treatment as is determined by Final Order of the Bankruptcy Court.
Such Distribution, if necessary, shall be made on or as soon as reasonably
practicable after the relevant Distribution Date (subject, if applicable, to the
receipt by the Debtors or the Disbursing Agent of the proceeds of the sale of
the relevant collateral). Upon receipt by the relevant Holder of such
Distributions, such Holder's Lien, offset right or other security interest in
the relevant collateral shall be deemed released.

         Voting: Class 2E is an Unimpaired Class, and the Holder of the Class 2E
Claim is not entitled to vote.

    4.8  CLASS 2F (FIRST AMERICAN SECURED CLAIM).

         Classification: Class 2F shall consist of the First American Secured
Claim, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed First American
Secured Claim shall receive, at the option of the Debtors or the Disbursing
Agent, as appropriate, and to the extent such Claim is secured by collateral in
the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net
Proceeds from the sale of the relevant collateral, up to the unpaid amount of
such Allowed Claim (with such payments to be made, if applicable, from accounts
set up by the Debtors, during the Chapter 11 Cases, in connection with the sale
of such collateral), subject to applicable inter-creditor lien priorities; (b)
the return of the relevant collateral; (c) reinstate the Claim in accordance
with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall
be agreed to between the Holder of such Claim and the Debtors or the Disbursing
Agent, as appropriate; or (e) such other, less favorable treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2F is an Unimpaired Class, and the Holder of the Class 2F
Claim is not entitled to vote.

    4.9  CLASS 2G (FOOTHILL SECURED CLAIM).

         Classification: Class 2G shall consist of the Foothill Secured Claim,
to the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

                                      -31-



         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed Foothill Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent, the relevant collateral, up
to the unpaid amount of such Allowed Claim; provided, however, that such
Distribution will only take place after the expiration of the letters of credit
secured by such collateral. Upon receipt by the relevant Holder of such
Distributions, such Holder's Lien, offset right or other security interest in
the relevant collateral shall be deemed released.

         Voting: Class 2G is an Impaired Class, and the Holder of the Class 2G
Claim is entitled to vote.

         Allowance. The Foothill Secured Claim shall be allowed in an aggregate
amount pursuant to the Prepetition Loan Agreement as of the Petition Date.

    4.10 CLASS 2H (PULASKI BONDS SECURED CLAIM).

         Classification: Class 2H shall consist of the Pulaski Bonds Secured
Claim, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed Pulaski Bonds
Secured Claim shall receive, at the option of the Debtors or the Disbursing
Agent, as appropriate, and to the extent such Claim is secured by collateral in
the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net
Proceeds from the sale of the relevant collateral, up to the unpaid amount of
such Allowed Claim (with such payments to be made, if applicable, from accounts
set up by the Debtors, during the Chapter 11 Cases, in connection with the sale
of such collateral), subject to applicable inter-creditor lien priorities; (b)
the return of the relevant collateral; (c) reinstate the Claim in accordance
with the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall
be agreed to between the Holder of such Claim and the Debtors or the Disbursing
Agent, as appropriate; or (e) such other, less favorable treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2H is an Unimpaired Class, and the Holder of the Class 2H
Claim is not entitled to vote.

    4.11 CLASS 2I (SCHMITTAUER SECURED CLAIM).

         Classification: Class 2I shall consist of the Schmittauer Secured
Claim, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

                                      -32-



         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed Schmittauer Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor lien priorities; (b) the
return of the relevant collateral; (c) reinstate the Claim in accordance with
the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be
agreed to between the Holder of such Claim and the Debtors or the Disbursing
Agent, as appropriate; or (e) such other, less favorable treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2I is an Unimpaired Class, and the Holder of the Class 2I
Claim is not entitled to vote.

    4.12 CLASS 2J (THOMAS SECURED CLAIM).

         Classification: Class 2J shall consist of the Thomas Secured Claim, to
the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed Thomas Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor lien priorities; (b) the
return of the relevant collateral; (c) reinstate the Claim in accordance with
the provisions of 11 U.S.C. ss. 1124(2); (d) such other treatment as shall be
agreed to between the Holder of such Claim and the Debtors or the Disbursing
Agent, as appropriate; or (e) such other, less favorable treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2J is an Unimpaired Class, and the Holder of the Class 2J
Claim is not entitled to vote.

                                      -33-



    4.13 CLASS 2K (U.S. BANK SECURED CLAIM).

         Classification: Class 2K shall consist of the U.S. Bank Secured Claim,
to the extent (i) validly perfected under applicable non-bankruptcy law prior to
the Petition Date or validly perfected after the Petition Date in accordance
with section 546(b) of the Bankruptcy Code and (ii) otherwise enforceable
against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, the Holder of the Allowed U.S. Bank Secured
Claim shall receive, at the option of the Debtors or the Disbursing Agent, as
appropriate, and to the extent such Claim is secured by collateral in the
possession of the Debtors or the Disbursing Agent: (a) 100% of the Net Proceeds
from the sale of the relevant collateral, up to the unpaid amount of such
Allowed Claim (with such payments to be made, if applicable, from accounts set
up by the Debtors, during the Chapter 11 Cases, in connection with the sale of
such collateral), subject to applicable inter-creditor lien priorities; (b) the
return of the relevant collateral; (c) reinstate the Claim in accordance with
the provisions of 11 U.S.C. ss. 1124(2); (d) such other, less favorable
treatment as shall be agreed to between the Holder of such Claim and the Debtors
or the Disbursing Agent, as appropriate; or (e) such other treatment as is
determined by Final Order of the Bankruptcy Court. Such Distribution, if
necessary, shall be made on or as soon as reasonably practicable after the
relevant Distribution Date (subject, if applicable, to the receipt by the
Debtors or the Disbursing Agent of the proceeds of the sale of the relevant
collateral). Upon receipt by the relevant Holder of such Distributions, such
Holder's Lien, offset right or other security interest in the relevant
collateral shall be deemed released.

         Voting: Class 2K is an Unimpaired Class, and the Holder of the Class 2K
Claim is not entitled to vote.

    4.14 CLASS 2L (OTHER SECURED AND SETOFF CLAIMS).

         Classification: Class 2L shall consist of all Other Secured and Setoff
Claims, to the extent (i) validly perfected under applicable non-bankruptcy law
prior to the Petition Date or validly perfected after the Petition Date in
accordance with section 546(b) of the Bankruptcy Code and (ii) otherwise
enforceable against the Debtors' Estates or the property thereof.

         Treatment: Subject to the provisions of sections 502(b)(3) and 506(d)
of the Bankruptcy Code and herein, each Holder of an Allowed Other Secured and
Setoff Claim shall receive, at the option of the Debtors or the Disbursing
Agent, as appropriate, and to the extent such Claim is secured by collateral in
the possession of the Debtors or the Disbursing Agent: (a) 100% of the Net
Proceeds from the sale of the relevant collateral, up to the unpaid amount of
such Allowed Claim (with such payments to be made, if applicable, from accounts
set up by the Debtors, during the Chapter 11 Cases, in connection with the sale
of such collateral), subject to applicable inter-creditor lien priorities
(subject, if applicable, to the receipt by the Debtors or the Disbursing Agent
of the proceeds of the sale of the relevant collateral); (b) the return of the
relevant collateral; (c) reinstate the Claim in accordance with the provisions
of 11 U.S.C. ss. 1124(2); (d) such other, less favorable treatment as shall be
agreed to between the Holder of such Claim and the Debtors or the Disbursing
Agent, as appropriate; or (e) such other treatment as is determined by Final
Order of the Bankruptcy Court. Such Distribution shall be made on or as

                                      -34-



soon as reasonably practicable after the relevant Distribution Date. Upon
receipt by the relevant Holder of such Distributions, such Holder's Lien, offset
right or other security interest in the relevant collateral shall be deemed
released. To the extent a Claim is partially an Allowed Other Secured and Setoff
Claim based on an offset right and partially an Allowed Claim of another type,
such Other Secured and Setoff Claim shall be deemed to have been (x) setoff only
to the extent of the allowed amount of the allowed, liquidated, nondisputed,
noncontingent claim owing to the Debtors or the Reorganized Debtor, and (y) a
Claim classified in another relevant Class for any excess of such Claim over the
amount so set off. If a Claim is fully a Secured Claim based on an offset right,
the allowance of such Claim shall not affect any obligations or liabilities due
and payable (at such time) to the Debtors that are in an amount in excess of the
amount validly offset and the payment, in full and in cash, of all amounts due
and owing as of the Effective Date to the Debtors and the turnover of any
property of the Debtors held by such claimant on account of any unliquidated,
disputed or contingent right of setoff shall be a precondition of the allowance
of such Other Secured and Setoff Claim.

         Voting: Class 2L is an Unimpaired Class, and Holders of Class 2L Claims
are not entitled to vote.

    4.15 CLASS 3 (CONVENIENCE CLAIMS).

         Classification: Class 3 shall consist of all Convenience Claims.

         Treatment: Subject to the terms herein unless the Holder of an Allowed
Class 3 Claim agrees to receive other, less favorable treatment, each Holder of
an Allowed Class 3 Claim shall receive the lesser of (i) 15% of the unpaid
amount of such Allowed Class 3 Claim and (ii) such Holder's pro-rata share of
$3,000,000.00 in Cash, in two equal installments, on the next two Distribution
Dates, or as soon as reasonably practicable thereafter, at the election of the
Debtors upon reasonable notice to the relevant Holders from the Convenience
Class Reserve.

         Voting: Class 3 is an Impaired Class, and Holders of Class 3 Claims are
entitled to vote.

         Allowance. The Convenience Claims shall be allowed in the aggregate
amount of the Face Value of all Claims as of the Petition Date; provided,
however, that any and all other Claims for payment of any principal, premium, if
any, and interest owing and unpaid in respect of such Convenience Claims shall
be disallowed for Distribution (but not voting) purposes.

    4.16 CLASS 4A (SENIOR NOTE CLAIMS).

         Classification: Class 4A shall consist of all Senior Note Claims.

         Treatment: Subject to the terms herein and unless the Holder of an
Allowed Class 4A Claim who is the beneficial holder of such Class 4A Claim
agrees to receive other, less favorable treatment, on or as soon as reasonably
practicable after the Initial Distribution Date and each Quarterly Distribution
Date thereafter, each Holder of an Allowed Class 4A Claim who is the beneficial
holder of such Class 4A Claim shall receive on account of such Allowed Claim its
Ratable share of the proceeds of the General Distribution Trust on the Effective
Date All Senior Notes shall be deemed canceled.

                                      -35-



         Voting: Class 4A is an Impaired Class, and Holders of Allowed Class 4A
Claims who are the beneficial holders of such Class 4A Claims are entitled to
vote.

         Allowance. The Senior Note Claims shall be allowed in the aggregate
amount of [__________________] (inclusive of all principal, premium, if any, and
interest accrued and unpaid as of the Petition Date), and any and all other
Claims for payment of any principal, premium, if any, and interest owing and
unpaid in respect of such Notes shall be disallowed for Distribution (but not
voting) purposes.

    4.17 CLASS 4B (JUNIOR NOTE CLAIMS).

         Classification: Class 4B shall consist of all Junior Note Claims.

         Treatment: Subject to the terms herein and unless the Holder of an
Allowed Class 4B Claim who is the beneficial holder of such Class 4B Claim
agrees to receive other, less favorable treatment, on or as soon as reasonably
practicable after the Initial Distribution Date and each Quarterly Distribution
Date thereafter, each Holder of an Allowed Class 4B Claim who is the beneficial
holder of such Class 4B Claim shall receive on account of such Allowed Claim its
Ratable share of the proceeds of the General Distribution Trust on the Effective
Date. All Junior Notes shall be deemed canceled.

         Voting: Class 4B is an Impaired Class, and Holders of Allowed Class 4B
Claims who are the beneficial holders of such Class 4B Claims are entitled to
vote.

         Allowance. The Junior Note Claims shall be allowed in the aggregate
amount of [__________________] (inclusive of all principal, premium, if any, and
interest accrued and unpaid as of the Petition Date), and any and all other
Claims for payment of any principal, premium, if any, and interest owing and
unpaid in respect of such Notes shall be disallowed for Distribution (but not
voting) purposes.

    4.18 CLASS 4C (REMIC GUARANTEE CLAIMS).

         Classification: Class 4C shall consist of all REMIC Guarantee Claims.

         Treatment: Subject to the terms herein and unless the Holder of an
Allowed Class 4C Claim who is the beneficial holder of such Class 4C Claim
agrees to receive other, less favorable treatment, on or as soon as reasonably
practicable after the Initial Distribution Date and each Quarterly Distribution
Date thereafter, each Holder of an Allowed Class 4C Claim who is the beneficial
holder of such Class 4C Claim shall receive on account of such Allowed Claim its
Ratable share of the proceeds of the General Distribution Trust on the Effective
Date. All B-2 REMIC Guarantees and the Resecuritization Note Put Option shall be
deemed canceled. The B-2 REMIC Certificates and the X REMIC Certificates shall
be unaffected.

         Voting: Class 4C is an Impaired Class, and Holders of Allowed Class 4C
Claims who are the beneficial holders of such Class 4C Claims are entitled to
vote.

         Allowance. The REMIC Guarantee Claims shall be allowed in an aggregate
amount and paid in a manner determined by a Final Order of the Bankruptcy Court
allowing

                                      -36-



such REMIC Guarantee Claims, and any and all other Claims for payment of any
principal, premium, if any, and interest owing and unpaid in respect of such
REMIC Guarantee Claims shall be disallowed for Distribution purposes. To the
extent an order determining the amount of the Allowed REMIC Guarantee Claims is
not a Final Order by the Effective Date, an amount equal to [________________]
shall be reserved from the proceeds of the General Distribution Trust and paid
out once a Final Order determining the Allowed REMIC Guarantee Claims is entered
by the Bankruptcy Court.

         Distributions. Distributions shall be made to the REMIC Trustees and
the Resecuritization Trustee, as applicable, who shall in turn make
distributions to the beneficial holders of the B-Piece REMIC Certificates and
the Resecuritization Note in accordance with the applicable REMIC Trust and
Resecuritization Trust transaction documents and the Plan.

         NOTE: DUE TO CERTAIN NEGATIVE TAX CONSEQUENCES REGARDING DISTRIBUTIONS
TO HOLDERS OF B-2 REMIC CERTIFICATES OF ACCOUNT OF THEIR STATUS AS HOLDERS OF
ALLOWED REMIC GUARANTEE CLAIMS, HOLDERS OF ALLOWED REMIC GUARANTEE CLAIMS
ARISING FROM THE B-2 REMIC GUARANTEES MAY BE REQUIRED TO TENDER THE UNDERLYING
B-PIECE REMIC CERTIFICATE, AND THEREBY ASSIGN ANY FUTURE PAYMENTS THEREUNDER, TO
THE DEBTORS IN EXCHANGE FOR AN ALLOWED REMIC GUARANTEE CLAIM IN AN ALLOWED
AMOUNT EQUAL TO THE FACE AMOUNT OF THE B-PIECE REMIC CERTIFICATE PLUS ALLOWED
INTEREST. THIS WOULD RESULT A SLIGHTLY DILUTED RECOVERY TO HOLDERS OF ALLOWED
CLAIMS IN CLASS 4A, CLASS 4B, CLASS 4D AND CLASS 4E.

    4.19 CLASS 4D (LITIGATION CLAIMS).

         Classification: Class 4D shall consist of all Litigation Claims.

         Treatment: Subject to the terms herein and unless the Holder of an
Allowed Class 4D Claim agrees to receive other, less favorable treatment, on or
as soon as reasonably practicable after the Initial Distribution Date and each
Quarterly Distribution Date thereafter, each Holder of an Allowed Class 4D Claim
shall receive on account of such Allowed Claim its Ratable share of the proceeds
of the General Distribution Trust on the Effective Date.

         Voting: Class 4D is an Impaired Class, and Holders of Allowed Class 4D
Claims are entitled to vote.

         Allowance. The Litigation Claims shall be allowed in the aggregate
amount of [__________________], and any and all other Claims for payment of any
principal, premium, if any, and interest owing and unpaid in respect of such
Other Unsecured Claims shall be disallowed for Distribution (but not voting)
purposes.

    4.20 CLASS 4E (OTHER UNSECURED CLAIMS).

         Classification: Class 4E shall consist of all Other Unsecured Claims.

         Treatment: Subject to the terms herein and unless the Holder of an
Allowed Class 4E Claim agrees to receive other, less favorable treatment, on or
as soon as reasonably practicable after the Initial Distribution Date and each
Quarterly Distribution Date thereafter,

                                      -37-



each Holder of an Allowed Class 4E Claim shall receive on account of such
Allowed Claim its Ratable share of the proceeds of the General Distribution
Trust on the Effective Date.

         Voting: Class 4E is an Impaired Class, and Holders of Allowed Class 4E
Claims are entitled to vote.

         Allowance. The Other Unsecured Claims shall be allowed in the aggregate
amount of [__________________], and any and all other Claims for payment of any
principal, premium, if any, and interest owing and unpaid in respect of such
Other Unsecured Claims shall be disallowed for Distribution (but not voting)
purposes.

    4.21 CLASS 5 (INTERCOMPANY CLAIMS).

         Classification: Class 5 shall consist of all Intercompany Claims.

         Treatment: In connection with, and as a result of, the substantive
consolidation of the Debtors' Estates and Chapter 11 Cases into the Reorganized
Debtors, on the Confirmation Date or such other date as may be set by the
Substantive Consolidation Order, but subject to the occurrence of the Effective
Date, all Intercompany Claims shall be (i) released, (ii) contributed to
capital, (iii) dividended or (iv) remain unimpaired, depending on the tax
consequences, and Holders of Intercompany Claims shall not be entitled to, and
shall not, receive or retain any property or interest in property on account of
such Claims, except to the extent potential tax consequences otherwise dictate.

         Voting: Class 5 is an Impaired Class of Insiders under the Bankruptcy
Code and Holders of Interests in Class 5 shall be conclusively deemed to have
rejected the Plan.

    4.22 CLASS 6A (NON-DEBTOR-HELD INTERESTS).

         Classification: Class 6 shall consist of all Non-Debtor-Held Interests.

         Treatment: Subject to the terms herein and unless the Holder of an
Allowed Class 6A Claim agrees to receive other, less favorable treatment, on or
as soon as reasonably practicable after the Initial Distribution Date and each
Quarterly Distribution Date thereafter, each Holder of an Allowed Class 6A Claim
in Oakwood WHO VOTES IN FAVOR OF THIS PLAN shall receive its Ratable share of
(a) the New Warrants for the New Common Stock of the [New Holdco] paid from the
General Distribution Trust if eligible under section 1129(b)(2)(B)(ii) of the
Bankruptcy Code or (b) the Equity Compensation, if available. All Interests in
Oakwood shall be deemed canceled. If the Distributions for all Allowed Claims in
Class 4A, Class 4B, Class 4C, Class 4D and Class 4E from the General
Distribution Trust result in 100% recovery for such Holders prior to the earlier
of the exercise or expiration of the New Warrants, the Holders of New Warrants
shall receive a Distribution, with such Distribution being an amount up to the
value of the New Warrants as determined in the agreement concerning the New
Warrants.

         Voting: Class 6A is an Impaired Class, and all Holders of Allowed Class
6A Claims are entitled to vote.

                                      -38-



         Allowance. The Class 6A Claims shall be allowed in the aggregate amount
of [__________________].

    4.23 CLASS 6B (DEBTOR-HELD INTERESTS).

         Classification: Class 6B shall consist of all Debtor-Held Interests in
any Debtor.

         Treatment: In connection with, and as a result of, the substantive
consolidation of the Debtors' Estates and Chapter 11 Cases into the Reorganized
Debtors, on the Confirmation Date or such other date as may be set by the
Substantive Consolidation Order, but subject to the occurrence of the Effective
Date, all Debtor Holders of an Allowed Class 6B Claim in any of the Debtors
shall either (i) retain such Debtor-Held Interest, in which case the Debtor
Holding an Interest in an Affiliate Debtor shall continue to hold such
Debtor-Held Interest or (ii) receive new equity in the appropriate Reorganized
Debtor upon the cancellation of the old equity.

         Voting: Class 6B is an Impaired Class of Insiders under the Bankruptcy
Code and Holders of Debtor-Held Interests in Class 6B shall be conclusively
deemed to have rejected the Plan.

                                   ARTICLE V.

                              CONDITIONS PRECEDENT

    5.1  CONDITIONS TO CONFIRMATION.

         It is a condition to confirmation of the Plan that the Confirmation
Order that is entered:

         (a)      is in a form and substance satisfactory to the Debtors in
                  their sole discretion, subject to Section 6.17 of the Plan;
                  and

         (b)      includes provisions:

                  (i)      authorizing the Reorganized Debtors to adopt and file
                           their respective Amended and Restated Certificates of
                           Incorporation and Amended and Restated Bylaws, if
                           necessary;

                  (ii)     authorizing the satisfaction in full of all
                           Administrative Claims arising from the Final DIP
                           Agreement;

                  (iii)    authorizing the issuance of the New Common Stock and
                           New Warrants, if necessary, and delivery of the same
                           to the Disbursing Agent;

                  (iv)     authorizing and directing the creation of the General
                           Distribution Trust, the Administrative/Priority
                           Claims Reserve, the Convenience Class Reserve and the
                           Fee Claims Reserve and their funding in accordance
                           with the Plan for eventual delivery to Holders of
                           certain Allowed Claims;

                                      -39-



                  (v)      authorizing all of the other transactions
                           contemplated by the Plan in order to effectuate the
                           Plan;

                  (vi)     exempting the New Common Stock and New Warrants, if
                           necessary, from registration under the Securities Act
                           and state and local laws pursuant to Section 1145;
                           and

                  (vii)    making the provisions of the Confirmation Order
                           non-severable and mutually dependent.

    5.2  CONDITIONS TO CONSUMMATION.

         The Debtors intend to request that the Confirmation Order include a
finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e),
the Confirmation Order shall take effect immediately upon its entry and shall be
a Final Order. Notwithstanding the foregoing, the Plan may not be consummated,
and the Effective Date shall not occur, unless and until each of the conditions
set forth below is satisfied or waived by the Debtors in their sole discretion
(if and to the extent permitted by Section 5.3 of this Plan, subject to Section
6.17 of this Plan):

         (a)      the Debtors shall have sufficient Cash on hand (or investments
                  projected by the Debtors to provide timely Cash) to make
                  timely Distributions of Cash required hereunder;

         (b)      the Confirmation Order shall be a Final Order; and

         (c)      the Debtors designate the date of the Effective Date, by
                  written notice to (i) the Creditors' Committee, (ii) the
                  United States Trustee, (iii) Greenwich and (iv) all parties
                  that have requested notice in these Chapter 11 Cases pursuant
                  to Bankruptcy Rule 2002.

    5.3  WAIVER OF CONDITIONS.

         The Debtors may waive, in their sole and absolute discretion, any
condition set forth in this Article V at any time, without notice, without leave
of or order of the Bankruptcy Court, and without any formal action other than
proceeding to consummate the Plan, subject to Section 6.17 of the Plan.

    5.4  EFFECT OF NONOCCURRENCE OF THE CONDITIONS TO CONSUMMATION.

         If each of the conditions to consummation and the occurrence of the
Effective Date has not been satisfied or duly waived by the Debtor in their sole
and absolute discretion, on or before the first Business Day that is more than
ninety (90) days after the Confirmation Date, or such later date as shall be
agreed by the Debtors and the Creditors' Committee, the Debtors may schedule a
status hearing with the Bankruptcy Court. If the Confirmation Order is
ultimately vacated, the Plan shall be null and void in all respects, and nothing
contained in the Plan shall constitute an admission, a waiver or release of any
Claims against or Interests in any of the Debtors.

                                      -40-



                                   ARTICLE VI.

                                 IMPLEMENTATION

         In addition to the provisions set forth elsewhere in the Plan, the
following shall constitute the means of execution and implementation of the
Plan.

    6.1  VESTING OF ASSETS IN THE REORGANIZED DEBTORS.

         Pursuant to section 1141(b) of the Bankruptcy Code, except as otherwise
provided in the Plan, property of the Estates and of the Debtors shall revest in
the Reorganized Debtors as restructured by this Plan on the Effective Date of
the Plan. From and after the Effective Date, the Reorganized Debtors may operate
their businesses and use, acquire, and dispose of property without supervision
or approval of the Bankruptcy Court, free of any restrictions of the Bankruptcy
Code, the Bankruptcy Rules, and the guidelines and requirements of the United
States Trustee, other than those restrictions expressly imposed by the Plan or
the Confirmation Order. As of the Effective Date, all property of the Debtors
and the Reorganized Debtors shall be free and clear of all Claims, Liens and
interests, except as specifically provided in the Plan or in the Confirmation
Order.

    6.2  RETENTION OF ACTIONS AND DEFENSES BY THE REORGANIZED DEBTORS.

         All Causes of Action, including Avoidance Actions, shall be and hereby
are preserved. Prosecution and settlement of such Causes of Action, including
Avoidance Actions, shall be the sole responsibility of the Reorganized Debtors
or the Disbursing Agent, pursuant to this Plan, and the Confirmation Order, and
the Reorganized Debtors or the Disbursing Agent, as the case may be, shall
pursue those Causes of Action, including Avoidance Actions, as appropriate, in
accordance with their respective judgment, of what is in the best interests, and
for the benefit of the Creditors and of the Estates.

    6.3  FUNDING OF THE EXIT FACILITY.

         The principal terms and conditions of the Exit Facility shall be as
customary for similar financings, subject to Section 6.17 of this Plan.

    6.4  CANCELLATION OF SECURITIES AND AGREEMENTS.

         On the Effective Date, all Junior Notes, Senior Notes, B-2 REMIC
Guarantees, Resecuritization Note Put Option and Interests, and all
documentation related thereto and all obligations of the Debtors under or in
respect of any of the foregoing shall be cancelled and any rights thereunder
terminated; provided, however, that (i) except as expressly set forth in the
Plan or Confirmation Order, nothing contained in this Plan shall affect the
obligations of the REMIC Trustee and the Resecuritization Trust under the
applicable REMIC Trust and the Resecuritization Trust documents or impair,
amend, or adversely affect the REMIC Trusts and the Resecuritization Trust and
the rights of each REMIC Trustee and the Resecuritization Trustee thereunder
relating to the B-Piece REMIC Certificates or the X REMIC Certificates, and (ii)
the Senior Indenture and Junior Indenture shall continue in effect for purposes
of permitting the Senior Indenture Trustee and the Junior Indenture Trustee to
(x) make distributions pursuant

                                      -41-



to the Plan and to perform such necessary functions with respect thereto and
(xx) maintain and assert any rights or liens for reasonable fees, costs and
expenses against Holders of the Senior Notes and the Junior Notes under the
Senior Indenture and the Junior Indenture, respectively. Neither Oakwood, the
other Debtors, nor the Disbursing Agent shall have any obligation to recognize
any transfer of the B-2 REMIC Guarantees, the Resecuritization Note, the Junior
Notes, the Senior Notes or the Interests occurring after the Effective Date.

    6.5  AMENDED AND RESTATED CERTIFICATES OF INCORPORATION.

         The Reorganized Debtors shall file their Amended and Restated
Certificates of Incorporation with the offices of the Secretary of State of the
state that governs their respective entities in accordance with the respective
state law. Each Amended and Restated Certificate of Incorporation will, among
other things, provide for the prohibition of the issuance of non-voting equity
securities to the extent required by section 1123(a) of the Bankruptcy Code, and
with respect to [New Holdco], authorize 20,000,000 shares of New Common Stock.
After the Effective Date, the Reorganized Debtors may amend and restate their
Amended Certificates of Incorporation and other constituent documents as
permitted by applicable law.

    6.6  AMENDED AND RESTATED BYLAWS.

         The Reorganized Debtors shall adopt and effect the Amended and Restated
Bylaws.

    6.7  NEW SECURITIES.

         On the Effective Date, [New Holdco] shall issue, in accordance with the
provisions of this Plan, the New Common Stock and the New Warrants, and, to the
extent required, transfer the New Common Stock and the New Warrants to the
General Distribution Trust.

    6.8  DIRECTORS.

         Upon the Effective Date, the operation of each of the Reorganized
Debtors shall become the general responsibility of their respective boards of
directors (or their equivalents) who shall, thereafter, have the responsibility
for the management, control and operation of each of the Reorganized Debtors.
The initial Board of Directors for Reorganized Oakwood shall be comprised of
seven (7) directors designated by the Creditors' Committee, which such
designations shall be included by the Debtors in the Plan Supplement, prior to
the Effective Date. If the Creditors' Committee does not so designate an initial
Board of Directors, or designates an incomplete initial Board of Directors, the
existing members of the Board of Directors of the Debtors, before the
Confirmation Hearing, shall so designate those remaining undesignated
directorships. The initial boards of directors of the subsidiary Reorganized
Debtors shall be the same as that of Reorganized Oakwood unless otherwise
designated by the Board of Directors of Reorganized Oakwood. Pursuant to section
1129(a)(5) of the Bankruptcy Code, the names of each of the director nominees
shall be disclosed prior to the entry of any Confirmation Order. All such
directors shall be deemed elected, and those directors not continuing in office
shall be deemed removed therefrom, effective on the Effective Date, pursuant to
the Confirmation Order. Such directors' tenure and the manner of selection of
new directors shall be initially as provided

                                      -42-



in the Amended and Restated Certificates of Incorporation and the Amended and
Restated Bylaws.

    6.9  OFFICERS.

         On the Effective Date, the existing officers of each of the Debtors
shall be retained and shall remain as officers of the Reorganized Debtors and
shall continue to serve until such time as they may resign, be removed or be
replaced by the board of directors of each of the Reorganized Debtors.

    6.10 EMPLOYMENT CONTRACTS.

         From and after the Effective Date, the Reorganized Debtors may enter
into employment contracts with their respective officers, agents or employees.

    6.11 CORPORATE ACTION.

         The adoption of the Amended and Restated Certificates of Incorporation,
the Amended and Restated Bylaws, the selection of directors and officers for the
Reorganized Debtors, the issuance and distribution of the New Common Stock and
New Warrants, the execution and delivery of any contract, instrument, release,
document or agreement, and any the other matter provided for under the Plan
involving the corporate action to be taken by or required of any of the
Reorganized Debtors shall be deemed to have occurred and be effective as
provided herein, and shall be authorized and approved in all respects without
any requirement of further action by stockholders or directors of any of the
Debtors or Reorganized Debtors.

    6.12 OTHER DOCUMENTS AND ACTIONS.

         The Debtors and the Reorganized Debtors may execute such documents and
take such other action as is necessary to effectuate the transactions provided
for in the Plan.

    6.13 TREATMENT OF NEW COMMON STOCK AND NEW WARRANTS.

         The shares of New Common Stock, and New Warrants, if necessary, issued
pursuant to the Plan shall be issued pursuant to the exemption from securities
registration contained in section 1145 of the Bankruptcy Code.

    6.14     TERMINATION OF THE FINAL DIP AGREEMENT.

                  Subject to the payment in full of all amounts owed under the
Final DIP Agreement or other such treatment as agreed to by the Debtors and
Greenwich, on the Effective Date, the obligations arising under the Final DIP
Agreement shall be deemed to have terminated. All amounts due and owing, if any,
under the Final DIP Agreement shall be paid in full on the Effective Date as
Allowed Administrative Claims, and all liens, mortgages and security interests
granted under the Final DIP Agreement shall automatically be extinguished
without the need for any filings or further actions under the state or federal
laws, and all authorities shall be authorized to accept the Confirmation Order
and notice of Effective Date as a release or satisfaction of all such liens,
mortgages and security interests.

                                      -43-



    6.15 FUNDING OF THE PLAN.

         The Distributions to be made pursuant to the Plan will be available
from (a) funds realized in connection with past operations of the Debtors and
their non-debtor affiliates, (b) existing Cash assets of the Debtors including
the Net Proceeds, (c) the liquidation of certain non-Cash assets of the Debtors,
(d) the Exit Facility, the New Common Stock and the New Warrants.

         To the extent not otherwise provided for herein or ordered by the
Bankruptcy Court, the Debtors, the Disbursing Agent or the Reorganized Debtors
shall estimate appropriate reserves of Cash, New Common Stock and New Warrants,
if necessary, to be set aside in order to pay or reserve for the payment of
actual expenses and liabilities of the Estates after the Effective Date and
expenses which accrued prior to the Effective Date, including Fee Claims,
Administrative Claims, Priority Non-Tax Claims, Priority Tax Claims and Secured
Claims, with such reserves being paid into the General Distribution Trust, the
Administrative/Priority Claims Reserve, the Convenience Class Reserve and/or the
Fee Claims Reserve, as appropriate.

    6.16 SUBSTANTIVE CONSOLIDATION.

         (a) EFFECT OF SUBSTANTIVE CONSOLIDATION.

         The Plan contemplates and is conditioned upon entry of the Substantive
Consolidation Order, which shall effect the substantive consolidation of the
Chapter 11 Cases into a single Chapter 11 Case solely for the purposes of all
actions associated with confirmation and consummation of the Plan. On the
Confirmation Date or such other date as may be set by a Final Order of the
Bankruptcy Court, but subject to the occurrence of the Effective Date: (i) all
Intercompany Claims shall be eliminated; (ii) all assets and liabilities of the
Debtors shall be merged or treated as though they were merged for purposes of
distribution; (iii) all prepetition and postpetition cross-corporate guarantees
of the Debtors shall be eliminated; (iv) all Claims based upon guarantees of
collection, payment or performance made by one or more Debtors as to the
obligations of another Debtor or of any other Person shall be discharged,
released and of no further force and effect; (v) any obligation of any Debtor
and all guarantees thereof executed by one or more of the Debtors shall be
deemed to be one obligation of the Estate; (vi) any Claims filed or to be filed
in connection with any such obligation and such guarantees shall be deemed one
Claim against the Estate; and (vii) each and every Claim filed in the individual
Chapter 11 Case of any of the Debtors shall be deemed filed against the Estate
in the consolidated Chapter 11 Cases and shall be deemed a single obligation of
the Estate under the Plan on and after the Confirmation Date.

         (b) ORDER GRANTING SUBSTANTIVE CONSOLIDATION.

         Unless substantive consolidation has been approved by a prior order of
the Bankruptcy Court, this Plan shall serve as a motion seeking entry of an
order substantively consolidating the Chapter 11 Cases. Unless an objection to
substantive consolidation is made in writing by any creditor affected by the
Plan as herein provided on or before the Ballot Deadline, or such other date as
may be fixed by the Bankruptcy Court, the Substantive Consolidation Order (which
may be the Confirmation Order) may be entered by the Bankruptcy Court. In the
event any such

                                      -44-



objections are timely filed, a hearing with respect thereto shall be scheduled
by the Bankruptcy Court, which hearing may, but need not, coincide with the
Confirmation Hearing.

    6.17 CREDITORS' COMMITTEE CONTROL OVER PLAN PROVISIONS.

         If the Creditors' Committee becomes a co-proponent of this Plan, or a
Plan not materially different from this Plan, or makes a formal statement in
support of this Plan, or a Plan not materially different from this Plan, urging
Holders of Unsecured Claims to vote in favor of this Plan, or a Plan not
materially different from this Plan, then:

         (a)      it shall be a condition to confirmation of the Plan that the
                  Confirmation Order that is entered is in a form and substance
                  satisfactory to the Creditors' Committee as well as to the
                  Debtors under Section 5.2 of the Plan;

         (b)      the Debtors must obtain the consent of the Creditors'
                  Committee as to the principal terms and conditions of any Exit
                  Facility;

         (c)      the Debtors must obtain the consent of the Creditors'
                  Committee to waive, as set forth in Section 5.3 of the Plan,
                  any condition to consummation set forth in Article V;

         (d)      the Debtors must obtain the consent of the Creditors'
                  Committee to make any amendments under Section 11.2 of the
                  Plan; and

         (e)      the Debtors must obtain the consent of the Creditors'
                  Committee as to the form of the material documents in the Plan
                  Supplement under Section 11.6 of the Plan.

    6.18 DISSOLUTION OF THE CREDITORS' COMMITTEE.

         The Creditors' Committee shall continue in existence until the
Effective Date to exercise those powers and perform those duties specified in
section 1103 of the Bankruptcy Code and shall perform such other duties as it
may have been assigned by the Bankruptcy Court prior to the Effective Date. On
the Effective Date, the Creditors' Committee shall be dissolved and its members
shall be deemed released of any continuing duties, responsibilities and
obligations in connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention and employment of the Creditors' Committee's
attorneys, accountants and other agents shall terminate, except with respect to
(i) all Fee Claims and (ii) any appeals of the Confirmation Order. All expenses
of Creditors' Committee members and the fees and expenses of their professionals
through the Effective Date which are Allowed Claims shall be paid in accordance
with the terms and conditions of the Fee Order and this Plan. Counsel to the
Creditors' Committee shall be entitled to reasonable compensation and
reimbursement of actual, necessary expenses for post-Confirmation Date
activities authorized hereunder upon the submission of invoices to the
Reorganized Debtors.

                                      -45-



                                  ARTICLE VII.

                          EFFECTS OF PLAN CONFIRMATION

    7.1  DISCHARGE.

         Except as otherwise expressly provided in the Plan or Confirmation
Order, as of the Effective Date, the Debtors and the Reorganized Debtors shall
be discharged forthwith from, and the Confirmation Order shall operate as an
injunction against, the commencement or continuation of an action, the
employment of process, or an act to collect, recover or offset, any Claim,
Interest and any other "debt" (as that term is defined in section 101(12) of the
Bankruptcy Code) from or against the Debtors or the Reorganized Debtors, and the
Debtors' and the Reorganized Debtors' liability in respect thereof shall be
extinguished completely, whether reduced to judgment or not, liquidated or
unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not,
matured or unmatured, disputed or undisputed, legal or equitable, known or
unknown, or arising from any agreement of the Debtors entered into or obligation
of any kind of the Debtors incurred before the Confirmation Date, or from any
conduct of the Debtors occurring prior to the Confirmation Date or that
otherwise arose before the Confirmation Date (including, without limitation, all
interest, if any, on any such debts, whether such interest accrued before or
after the date of commencement of the applicable Chapter 11 Case), and the
Debtors and the Reorganized Debtors shall be released and discharged from any
liability of a kind specified in section 502(g), 502(h) and 502(i) of the
Bankruptcy Code, whether or not a proof of claim is filed or deemed filed under
section 501 of the Bankruptcy Code, such Claim is allowed under section 502 of
the Bankruptcy Code, or the Holder of such Claim has accepted the Plan.

    7.2  RETENTION OF CAUSES OF ACTION/RESERVATION OF RIGHTS.

         Nothing contained in the Plan or the Confirmation Order shall be deemed
to be a waiver or relinquishment of any Causes of Action, including Avoidance
Actions, that the Debtors, the Reorganized Debtors or Disbursing Agent may have
currently or which the Reorganized Debtors or Disbursing Agent may choose to
assert on behalf of their Estates under any provision of the Bankruptcy Code or
any similar applicable non-bankruptcy law, all of which are expressly reserved
by the Plan.

         Nothing contained in the Plan or the Confirmation Order shall be deemed
to be a waiver or relinquishment of any Causes of Action, including Avoidance
Actions, which the Debtors had immediately prior to the Petition Date, against
or with respect to any Claim left unaltered or Unimpaired by the Plan. The
Reorganized Debtors or Disbursing Agent shall have, retain, reserve and be
entitled to assert all such Causes of Action which they had immediately prior to
the Petition Date fully as if the Chapter 11 Case had not been commenced; and
all of the Reorganized Debtors' or Disbursing Agent's legal and equitable rights
respecting any Claim left unaltered or Unimpaired by the Plan may be asserted
after the Confirmation Date to the same extent as if the Chapter 11 Cases had
not been commenced.

                                      -46-



    7.3  POST-CONSUMMATION EFFECT OF EVIDENCE OF CLAIMS OR INTERESTS.

         Outstanding notes, stock certificates, and other instruments evidencing
Claims against or Interests in the Debtors shall, effective upon the Effective
Date, represent only the right to participate in the Distributions, if any,
contemplated by the Plan to the extent that such Claim or Interest Allowed under
the Plan. As described in Article IV, above, such instruments shall be deemed
cancelled.

    7.4  LIMITED RELEASES BY HOLDERS.

         Except as otherwise expressly provided in the Plan, on the Effective
Date, in consideration for, or as part of, the treatment accorded to the Holders
of Claims and Interests under the Plan, each Holder of a Claim or Interest shall
be deemed to (a) have released the Released Parties from any and all causes of
action and claims, in law or in equity, whether based on tort, fraud, contract
or otherwise, which they individually or collectively theretofore or thereafter
possessed or may possess and (b) have agreed, pursuant to section 1123(a)(4) of
the Bankruptcy Code, to the treatment received as a member of their Class under
the Plan.

    7.5  LIMITED RELEASES BY DEBTORS.

         As of the Effective Date, the Debtors shall be deemed to have waived
and released the Released Parties from any and all Causes of Action, including
Avoidance Actions, of the Debtors (including Claims which the Debtors otherwise
have legal power to assert, compromise or settle in connection their Chapter 11
Cases) arising on or prior to the Effective Date; provided, however, that this
provision shall not operate as a waiver or release of any Claim (a) in respect
to any loan, advance or similar payment by the Debtors to any Released Party,
(b) in respect of any contractual obligation owed by such Released Party to any
of the Debtors, or (c) or to the extent based upon or attributable to such
Released Party gaining in fact a personal profit to which such Released Party
was not legally entitled, including, without limitation, profits made from the
purchase or sale of equity securities of Oakwood which are recoverable by
Oakwood pursuant to section 16(b) of the Securities Exchange Act of 1934, as
amended.

    7.6  TERM OF INJUNCTIONS OR STAYS.

         Unless otherwise provided, all injunctions or stays provided for in the
Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or
otherwise in effect on the Confirmation Date shall remain in full force and
effect until the Effective Date.

    7.7  EXCULPATION.

         The Released Parties and the Senior Indenture Trustee, the Junior
Indenture Trustee, the individual REMIC Trustees and the Resecuritization
Trustee, and, to the extent they served or were employed during or in
furtherance of the Chapter 11 Cases, each of their respective current and former
members, partners, officers, directors, employees, advisors, professionals,
affiliates or agents, shall neither have nor incur any liability, in any form,
to any Holder of a Claim or Interest, or a governmental entity on behalf of a
Holder of a Claim or Interest, for any act or omission in connection with or
arising out of their involvement in the filing and conduct of the Chapter 11
Cases, including the payment or partial payment of Claims

                                      -47-



arising prior to the Petition Date, the solicitation of votes for acceptance or
rejection of the Plan, the pursuit of confirmation and consummation of the Plan,
the administration of the Plan or the property to be distributed under the Plan
except for any liabilities which may arise under the statutes or regulations
administered by the Securities and Exchange Commission or from any willful
misconduct, and, in all respects, shall be entitled to rely upon the advice of
counsel with respect to their duties and responsibilities under the Plan and
applicable law.

    7.8  INJUNCTION.

         THE CONFIRMATION ORDER SHALL PROVIDE, AMONG OTHER THINGS, THAT ALL
PERSONS WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS AGAINST OR INTERESTS IN ANY OF
THE DEBTORS ARE, WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS, PERMANENTLY
ENJOINED FROM AND AFTER THE CONFIRMATION DATE FROM TAKING ANY OF THE FOLLOWING
ACTIONS (OTHER THAN ACTIONS TO ENFORCE ANY RIGHTS OR OBLIGATIONS UNDER THE
PLAN): (a) COMMENCING, CONDUCTING OR CONTINUING IN ANY MANNER, DIRECTLY OR
INDIRECTLY, ANY SUIT, ACTION OR OTHER PROCEEDING OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, ANY PROCEEDING IN A JUDICIAL, ARBITRAL, ADMINISTRATIVE OR OTHER
FORUM) AGAINST OR AFFECTING THE DEBTORS, THE ESTATES, THE REORGANIZED DEBTORS,
THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR PROPERTY,
INCLUDING SELF-INSURANCE POLICIES; (b) ENFORCING, LEVYING, ATTACHING (INCLUDING,
WITHOUT LIMITATION, ANY PRE-JUDGMENT ATTACHMENT), COLLECTING OR OTHERWISE
RECOVERING BY ANY MANNER OR MEANS, WHETHER DIRECTLY OR INDIRECTLY, ANY JUDGMENT,
AWARD, DECREE OR ORDER AGAINST THE DEBTORS, THE ESTATES, THE REORGANIZED
DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR
PROPERTY; (c) CREATING, PERFECTING OR OTHERWISE ENFORCING IN ANY MANNER,
DIRECTLY OR INDIRECTLY, ANY ENCUMBRANCE OF ANY KIND AGAINST THE DEBTORS, THE
ESTATES, THE REORGANIZED DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION
TRUST OR ANY OF THEIR PROPERTY; (d) ASSERTING ANY RIGHT OF SETOFF, DIRECTLY OR
INDIRECTLY, AGAINST ANY OBLIGATION DUE THE DEBTORS, THE ESTATES, THE REORGANIZED
DEBTORS, THE DISBURSING AGENT, THE GENERAL DISTRIBUTION TRUST OR ANY OF THEIR
PROPERTY, EXCEPT AS CONTEMPLATED OR ALLOWED BY THE PLAN; (e) ACTING OR
PROCEEDING IN ANY MANNER, IN ANY PLACE WHATSOEVER, THAT DOES NOT CONFORM TO OR
COMPLY WITH THE PROVISIONS OF THE PLAN; AND (f) PROSECUTING OR OTHERWISE
ASSERTING ANY RIGHT, CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE PLAN.

    7.9  WAIVER OF CERTAIN CLAIMS.

         Subject to Section 6.4 of the Plan, but subject to the occurrence of
the Initial Distribution Date, and except as otherwise expressly provided in the
Confirmation Order or herein, all Holders of Junior Note Claims, Senior Note
Claims and REMIC Guarantee Claims and Junior Indenture Trustees, the Senior
Indenture Trustees, the REMIC Trustees and the Resecuritization Trustee shall be
deemed, by virtue of their receipt of Distributions and/or other treatment
contemplated under the Plan, to have forever covenanted with each other to
waive, release and not to assert, sue, or otherwise seek any recovery from each
other or the Released Parties, whether for tort, contract, violations of federal
or state securities laws, or otherwise, based upon any claim, right or cause of
action related to the construction and enforcement of the Junior Indenture, the
Senior Indenture or any obligations under the B-2 REMIC Guarantees and the
Resecuritization Note Put Option or any alleged priority or subordination in
respect of Distributions received on account of Junior Note Claims, Senior Note
Claims or REMIC Guarantee Claims.

                                      -48-



    7.10 RELEASE OF LIENS AND PERFECTION OF LIENS.

         Except as otherwise specifically provided in the Plan or in any
agreement, instrument or document created in connection with the Plan: (a) each
Holder of (i) a Secured Claim, (ii) a Claim that is purportedly secured and/or
(iii) a judgment, personal property or ad valorem tax, mechanics' or similar
Lien Claim, in each case regardless of whether such Claim is an Allowed Claim,
shall, on or immediately before the Effective Date and regardless of whether
such Claim has been scheduled or proof of such Claim has been filed: (1) turn
over and release to the Estates, the Reorganized Debtors, the General
Distribution Trust or the Disbursing Agent, as the case may be, any and all
property of the Debtors or the Estates that secures or purportedly secures such
Claim, or such Lien and/or Claim which shall automatically, and without further
action by the Debtors, the Estates, the Reorganized Debtors, the General
Distribution Trust or the Disbursing Agent, be deemed released; and (2) execute
such documents and instruments as the Disbursing Agent or the Reorganized
Debtors require(s) to evidence such Claim Holder's release of such property or
Lien, and if such Holder violates the Confirmation Order by refusing to execute
appropriate documents or instruments, the Disbursing Agent or the Reorganized
Debtors may, in its or their discretion, file a copy of the Confirmation Order
which shall serve to release any Claim Holder's rights in such property; and (b)
on the Effective Date, all right, title and interest in such property shall
revert to the Reorganized Debtors or the Estates, to be transferred to the
Reorganized Debtors, the General Distribution Trust or Disbursing Agent, free
and clear of all Claims and Interests, including, without limitation, Liens,
escrows, charges, pledges, encumbrances and/or security interests of any kind.

         Without limiting the automatic release provisions of the immediately
preceding paragraph: (a) no Distribution hereunder shall be made to or on behalf
of any Claim Holder unless and until such Holder executes and delivers to the
Debtors, the Estates, the Reorganized Debtors, the General Distribution Trust or
the Disbursing Agent (as applicable) such release of Liens or otherwise turns
over and releases such Cash, pledge or other possessory Liens; (b) such Holder
that fails to execute and deliver such release of Liens within ninety (90) days
after the Effective Date shall be deemed to have no Claim against the Debtors,
the Estates, the Reorganized Debtors, the General Distribution Trust or the
Disbursing Agent or their assets or property in respect of such Claim and shall
not participate in any Distribution hereunder; and (c) the Debtors, the
Reorganized Debtors or the Disbursing Agent (as appropriate), who shall be
deemed to be appointed as attorney-in-fact for all such Holders of Lien Claims
for the purpose of releasing such Liens, shall be authorized to use, and all
authorities shall be required to accept, the Conformation Order and the notice
of Effective Date as satisfaction of all Liens.

    7.11 INSURANCE PRESERVATION.

         Nothing in the Plan, including any releases, shall diminish or impair
the Debtors' ability to enforce any insurance policies or other policies of
insurance that may cover insurance Claims or other Claims against the Debtor or
any other Person.

                                     -49-



                                  ARTICLE VIII.

              GENERAL PROVISIONS REGARDING TREATMENT OF CLAIMS AND
                   INTERESTS AND DISTRIBUTIONS UNDER THE PLAN

    8.1  DISTRIBUTIONS.

         Except as otherwise provided in the Plan, initially, property to be
distributed under the Plan (a) to Holders of Administrative Claims, Priority
Non-Tax Claims, Priority Tax Claims, Secured Claims and Convenience Claims,
shall be distributed on the date that is the later of (i) the Effective Date (or
as soon thereafter as reasonably practicable) and (ii) the date (or as soon
thereafter as is reasonably practicable) such Claims become Allowed Claims or
otherwise become payable under the Plan; (b) with respect to Holders of Fee
Claims, shall be distributed on the date (or as soon thereafter as reasonably
practicable) that such Claims are allowed by Final Order of the Bankruptcy
Court; and (c) with respect to Holders of Junior Note Claims, Senior Note
Claims, REMIC Guarantee Claims, Litigation Claims, Other Unsecured Claims or the
Interests (subject to the priority scheme set forth in the Plan), shall be
distributed on the date as soon as reasonably practicable after the Effective
Date. Subsequently, property to be distributed under the Plan shall be
distributed on the first Business Day that is ninety (90) days after the
immediately preceding Distribution Date for a particular Class of Claims.
Notwithstanding any other provision of the Plan, there shall be no more than one
Distribution Date each fiscal quarter for all Allowed Claims that results in
Distributions. With respect to Secured Claims, occurrence of the Distribution
Date shall be subject, if applicable, to Estates' receipt of the Net Proceeds of
the sale of the relevant collateral, if applicable. All Distributions of Cash,
New Common Stock and New Warrants, if applicable, will be made by the Disbursing
Agent from the General Distribution Trust, the Administrative/Priority Claims
Reserve, the Convenience Class Reserve or the Fee Claims Reserve.

    8.2  DISTRIBUTIONS TO CLASSES 4A, 4B AND 4C.

         Distributions for the benefit of beneficial holders of Senior Notes,
Junior Notes, B-2 REMIC Guarantees and the Resecuritization Note shall be made
to the Senior Indenture Trustee, the Junior Indenture Trustee, the individual
REMIC Trustees and the Resecuritization Trustee, as applicable. The Senior
Indenture Trustee, the Junior Indenture Trustee, the individual REMIC Trustees
and the Resecuritization Trustee shall, in turn, promptly administer the
Distributions to the beneficial Holders of Allowed Claims in Classes 4A, 4B and
4C, as applicable, in accordance with the Plan and applicable transaction
documents. None of the Senior Indenture Trustee, the Junior Indenture Trustee,
the individual REMIC Trustees and the Resecuritization Trustee shall be required
to give any bond or surety or other security for the performance of their duties
unless otherwise ordered by the Bankruptcy Court; and in the event that such
parties are so otherwise ordered, all costs and expenses of procuring any such
bond or surety shall be paid from the Distributions to the beneficial Holders of
Senior Note Claims, Junior Note Claims and REMIC Guarantee Claims. Additionally,
to the extent necessary to pay the Senior Indenture Trustee Charging Lien, the
Junior Indenture Trustee Charging Lien, the Senior Indenture Trustee Prepetition
Fees and Expenses, the Junior Indenture Trustee Prepetition Fees and Expenses,
and any similar Charging Liens or Fees and Expenses of the REMIC Trustees or the
Resecuritization Trustee, up to $500,000.00 in Cash will be paid to the Holders
of

                                      -50-



Senior Note Claims, Junior Note Claims and REMIC Guarantee Claims, in lieu of an
identical value of New Common Stock (maintaining a Pro Rata Distribution to all
Allowed Claims), in order to pay such charging liens, prepetition fees and
prepetition expenses of such trustees.

    8.3  TRANSMITTAL OF DISTRIBUTIONS AND NOTICES.

         Any property or notice which a Person is or becomes entitled to receive
pursuant to the Plan may be delivered by regular mail, postage prepaid, in an
envelope addressed to that Person's Distribution Address. Property distributed
in accordance with this Section shall be deemed delivered to such Person
regardless of whether such property is actually received by that Person.

         A Holder of a Claim or Interest may designate a different Distribution
Address by notifying the Disbursing Agent of that address in writing. Any change
of Distribution Address must be provided to the Disbursing Agent by registered
mail in order to be effective. Such notification shall be effective only upon
receipt.

         Distributions and Notices to the Holders of REMIC Guarantee Claims
shall be delivered by regular mail, postage prepaid, in an envelope addressed to
JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, NY 10004, Attn:
James R. Lewis, Esq., Tel: (212) 623-6759, Fax: (212) 623-6165.

    8.4  UNCLAIMED DISTRIBUTIONS.

         Unclaimed Property shall be forfeited by the Holder entitled thereto,
whereupon all rights, titles and interests in and to the Unclaimed Property
shall immediately and irrevocably revest in the Reorganized Debtors, the Holder
of the Allowed Claim previously entitled to such Unclaimed Property shall cease
to be entitled thereto, and such Unclaimed Property shall be retained by the
Reorganized Debtors. A Claim and the Unclaimed Property distributed on account
of such Claim shall not escheat to any federal, state or local government or
other entity by reason of the failure of its Holder to claim a Distribution in
respect of such Claim.

    8.5  SETOFFS.

         The Debtors may, but shall not be required to, setoff against any Claim
(for purposes of determining the allowed amount of such Claim on which
distribution shall be made), any claims of any nature whatsoever that the
Debtors may have against the claimant, but neither the failure to do so nor the
allowance of any Claim hereunder shall constitute a waiver or release by the
Debtors of any such claim the Debtors may have against such claimant.

    8.6  WITHHOLDING TAXES AND EXPENSES OF DISTRIBUTION.

         Any federal, state or local withholding taxes or other amounts required
to be withheld under applicable law shall be deducted from Distributions
hereunder. All Persons holding Claims shall be required to provide any
information necessary to effect the withholding of such taxes. In addition, all
Distributions under the Plan shall be net of the actual and reasonable costs of
making such Distributions.

                                      -51-



    8.7  ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST.

         To the extent that any Allowed Claim entitled to a Distribution under
the Plan is comprised of indebtedness and accrued but unpaid interest thereon,
such Distribution shall, for federal income tax purposes, be allocated to the
principal amount of the Claim first and then, to the extent the consideration
exceeds the principal amount of the Claim, to the portion of such Claim
representing accrued but unpaid interest.

    8.8  DISPUTED IDENTITY OF HOLDER.

         If any dispute arises as to the identity of a Holder of an Allowed
Claim who is to receive any Distribution, the Disbursing Agent may, in lieu of
making such Distribution to such Person, make such Distribution into an escrow
account until the disposition thereof shall be determined by the Bankruptcy
Court order or by written agreement among the interested parties to such
dispute; provided, however, that if the dispute remains unresolved by Final
Order for more than ninety (90) days after the relevant Distribution Date, the
property which is the subject of the dispute shall irrevocably become Unclaimed
Property.

    8.9  TRANSFERS OF CLAIMS.

         As of the close of business on the Confirmation Date, the various
transfer registers for each of the Classes of Claims or Interests as maintained
by the Debtors, or their respective agents, shall be deemed closed, and there
shall be no further changes in the Holders of record of any of the Claims or
Interests. No party, including but not limited to the Debtors, the Reorganized
Debtors, and the Disbursing Agent, shall have any obligation to recognize any
transfer of the Claims or Interests occurring on or after the Record Date unless
notice of the transfer of such Claim or Interest, in form and substance
satisfactory to the Debtors or the Disbursing Agent, as appropriate, shall have
been received by the Debtors or the Disbursing Agent, as appropriate, prior to
the Record Date. Only those Holders of record stated on the transfer ledgers as
of the close of business on the Record Date, to the extent applicable, shall be
entitled to be recognized for all purposes hereunder.

    8.10 METHOD OF CASH DISTRIBUTIONS.

         Any Cash payment to be made by the Disbursing Agent pursuant to the
Plan may be made, at the sole discretion of the Disbursing Agent, by draft,
check, wire transfer, or as otherwise required or provided in any relevant
agreement or applicable law. Any payment or Distribution due on a day other than
a Business Day shall be made, without interest, on the next Business Day.

                                      -52-



    8.11 DE MINIMIS DISTRIBUTIONS AND FRACTIONAL SHARES.

         No Cash payment in an amount less than fifty dollars ($50.00) shall be
made by the Reorganized Debtors or the Disbursing Agent to any Holder of a Claim
or Interest unless a request therefor is made in writing to the Reorganized
Debtors or the Disbursing Agent. No fractional shares of New Common Stock or New
Warrants shall be distributed. Whenever any distribution of a fraction of a
share of New Common Stock under the Plan would otherwise be called for, the
actual distribution shall reflect a rounding down of such fraction to the
nearest whole share. Whenever any distribution of a fraction of a New Warrant
under the Plan would otherwise be called for, the actual distribution shall
reflect a rounding down of such fraction to the nearest whole warrant.

    8.12 NO DISTRIBUTION IN EXCESS OF ALLOWED AMOUNT OF CLAIM.

         Notwithstanding anything to the contrary herein, no Holder of an
Allowed Claim shall receive in respect of such Claim any Distribution in excess
of the allowed amount of such Claim.

    8.13 EXEMPTION FROM CERTAIN TRANSFER TAXES.

         Pursuant to section 1146(c) of the Bankruptcy Code: (a) the issuance,
transfer or exchange of any securities, instruments or documents; (b) the
creation or release of any other Lien, mortgage, deed of trust or other security
interest; or (c) the making or assignment of any lease or sublease or the making
or delivery of any deed or other instrument of transfer under, pursuant to, in
furtherance of or in connection with, the Plan or the sale of any assets of the
Debtors or the Reorganized Debtors, including any deeds, releases, bills of sale
or assignments executed in connection with the Plan or the Confirmation Order,
shall not be subject to any stamp tax, transfer tax, intangible tax, recording
fee, or similar tax, charge or expense to the fullest extent provided for under
section 1146(c) of the Bankruptcy Code.

         All of the asset sales entered into by the Debtors during the Chapter
11 Cases and approved by the Bankruptcy Court pursuant to section 363 of the
Bankruptcy Code were sales in contemplation of this Plan and, therefore, all
such actions taken pursuant to such sales are entitled to the exemptions
provided for under and to the fullest extent permitted by section 1146(c) of the
Bankruptcy Code.

                                   ARTICLE IX.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

    9.1  ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

         On the Effective Date, and to the extent permitted by applicable law
all executory contracts and unexpired leases of each of the Debtors shall be
assumed in accordance with the provisions of section 365 and section 1123 of the
Bankruptcy Code, excluding (a) any and all executory contracts or unexpired
leases which are the subject of separate motions filed pursuant to section 365
of the Bankruptcy Code by the Debtors prior to the commencement of the
Confirmation Hearing, (b) such contracts or leases as are listed on the
Executory Contract

                                      -53-



Schedule filed by the Debtors, which may be modified by the Debtors, Reorganized
Debtors or Disbursing Agent up to ninety (90) days after the Effective Date, all
of which contracts or leases shall be deemed rejected pursuant to the provisions
of section 365 and section 1123 of the Bankruptcy Code as of the Effective Date,
and (c) any and all executory contracts or unexpired leases rejected prior to
entry of the Confirmation Order. Contracts or leases entered into after the
Petition Date will be performed by the Reorganized Debtors in the ordinary
course of their businesses.

    9.2  BAR DATE FOR REJECTION DAMAGES.

         If the rejection of any executory contract or unexpired lease under the
Plan gives rise to a Claim by the non-Debtor party or parties to such contract
or lease, such Claim, to the extent that it is timely filed and is an Allowed
Claim, shall be classified in Class 4E; provided, however, that the Unsecured
Claim arising from such rejection shall be forever barred and shall not be
enforceable against the Debtors, the Reorganized Debtors, the Disbursing Agent,
their successors or properties, unless a proof of such Claim is filed and served
on the Disbursing Agent and the Claims Agent within thirty (30) days after the
date of notice of the entry of the order of the Bankruptcy Court rejecting the
executory contract or unexpired lease which may include, if applicable, the
Confirmation Order.

                                   ARTICLE X.

           DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS AND INTERESTS

    10.1 OBJECTIONS TO CLAIMS.

         The Debtors may object to the allowance of any Claim filed in the
Chapter 11 Cases. From and after the Effective Date, the Reorganized Debtors or
the Disbursing Agent, shall have the exclusive responsibility for reviewing and
objecting to the allowance of Claims before the Claims Objection Deadline. All
objections shall be litigated to a Final Order; provided, however, that the
Debtors, the Reorganized Debtors or the Disbursing Agent, as the case may be,
may compromise and settle any objections to Claims, subject to the provisions of
this Article X without further order of the Bankruptcy Court.

    10.2 ESTIMATION OF CLAIMS.

         The Debtors, the Reorganized Debtors, or the Disbursing Agent may, at
any time, request that the Bankruptcy Court enter an Estimation Order fixing the
value of, pursuant to section 502(c) of the Bankruptcy Code, any Disputed Claim,
regardless of whether a Debtor has previously objected to such Claim or whether
the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court
will retain jurisdiction to estimate any Disputed Claim at any time during
litigation concerning any objection to any Disputed Claim, including during the
pendency of any appeal relating to any such objection. In the event that the
Bankruptcy Court enters an Estimation Order estimating any Disputed Claim, the
amount of such estimation will constitute either the allowed amount of such
Claim or a maximum limitation on such Claim, as determined by the Bankruptcy
Court. If the estimated amount constitutes a maximum limitation on such Claim,
the Debtors, the Reorganized Debtors or the Disbursing Agent may elect to

                                      -54-



pursue any supplemental proceedings to object to any ultimate payment on such
Claim. All of the aforementioned Claims objection, estimation and resolution
procedures are cumulative and are not necessarily exclusive of one another.
Claims may be estimated and thereafter resolved by any mechanism permitted under
the Bankruptcy Code or the Plan.

    10.3 AMENDMENTS TO CLAIMS.

         A Claim may be amended to increase or improve priority prior to the
Confirmation Date only as agreed upon by the Debtors and the Holder of such
Claim, or as otherwise permitted by the Bankruptcy Court, the Bankruptcy Rules
or applicable law. After the Confirmation Date, a Claim may not be filed or
amended without the authorization of the Bankruptcy Court and, even with such
Bankruptcy Court authorization, may be amended by the Holder of such Claim
solely to decrease, but not to increase, the amount or priority. Unless
otherwise provided herein, any new or amended Claim filed after the Confirmation
Date shall be deemed disallowed in full and expunged without any action by the
Debtors, the Reorganized Debtors, the Disbursing Agent, or the Creditors'
Committee, unless the Claim Holder has obtained prior Bankruptcy Court
authorization for the filing.

    10.4 AUTHORITY TO SETTLE DISPUTED CLAIMS.

         From and after the Effective Date, the Disbursing Agent shall be
authorized with respect to those Claims or Interests which are not allowed by
Final Order of the Bankruptcy Court, pursuant to Bankruptcy Rule 9019 and
section 105(a) of the Bankruptcy Code, to compromise and settle Disputed Claims
with a Disputed Amount in excess of $25,000.00, upon Bankruptcy Court approval
of such settlement, which shall constitute sufficient notice in accordance with
the Bankruptcy Code and the Bankruptcy Rules for compromise and settlement of
claims. Notwithstanding any prior order of the Bankruptcy Court or the
provisions of Bankruptcy Rule 9019, as of the Effective Date the Reorganized
Debtors may settle or compromise any Disputed Claim with a Disputed Amount of
$25,000.00 or less without approval of the Bankruptcy Court, provided that such
settlement or compromise is evidenced by a writing signed by a duly authorized
representative of the Reorganized Debtors.

    10.5 NO RECOURSE.

         Notwithstanding that the allowed amount of any particular Disputed
Claim is reconsidered under the applicable provisions of the Bankruptcy Code and
Bankruptcy Rules or is allowed in an amount for which there is insufficient Cash
in the relevant fund or reserve to provide a recovery equal to that received by
other Holders of Allowed Claims in the relevant Class, no Claim Holder shall
have recourse to the Debtors, the Reorganized Debtors, the Disbursing Agent, or
the Creditors' Committee or any member thereof (as to such Creditors' Committee
members, solely in their capacity as members of the Creditors' Committee) or any
of their respective professionals, or their successors or assigns, or the Holder
of any other Claim, or any of their respective property. However, nothing in the
Plan shall modify any right of a Holder of a Claim under section 502(j) of the
Bankruptcy Code. THUS, THE BANKRUPTCY COURT'S ENTRY OF AN ESTIMATION ORDER MAY
LIMIT THE DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS, REGARDLESS OF
THE AMOUNT FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS.

                                      -55-



                                   ARTICLE XI.

                            ADMINISTRATIVE PROVISIONS

    11.1 RETENTION OF JURISDICTION.

         Notwithstanding confirmation of the Plan or occurrence of the Effective
Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters
arising out of or related to the Chapter 11 Cases and the Plan to the fullest
extent legally permissible, including, without limitation, for the following
purposes:

         (a)      to determine the allowance, classification, or priority of
                  Claims upon objection by the Debtors, the Reorganized Debtors,
                  the Creditors' Committee or the Disbursing Agent, or any other
                  party in interest entitled to file an objection, and the
                  validity, extent, priority and nonavoidability of consensual
                  and nonconsensual Liens and other encumbrances;

         (b)      to issue injunctions or take such other actions or make such
                  other orders as may be necessary or appropriate to restrain
                  interference with the Plan or its execution or implementation
                  by any Person, to construe and to take any other action to
                  enforce and execute the Plan, the Confirmation Order, or any
                  other order of the Bankruptcy Court, to issue such orders as
                  may be necessary for the implementation, execution,
                  performance and consummation of the Plan and all matters
                  referred to herein, and to determine all matters that may be
                  pending before the Bankruptcy Court in the Chapter 11 Cases on
                  or before the Effective Date with respect to any Person;

         (c)      to protect the property of the Estates, the Reorganized
                  Debtors or the Disbursing Agent, as the case may be, including
                  Litigation Claims, from claims against, or interference with,
                  such property, including actions to quiet or otherwise clear
                  title to such property or to resolve any dispute concerning
                  Liens, security interest or encumbrances on any property of
                  the Estates or the Reorganized Debtor;

         (d)      to determine any and all applications for allowance of Fee
                  Claims;

         (e)      to determine any Priority Tax Claims, Priority Non-Tax Claims,
                  Administrative Claims or any other request for payment of
                  Claims, including both fees and expenses, entitled to priority
                  under section 507(a) of the Bankruptcy Code;

         (f)      to resolve any dispute arising under or related to the
                  implementation, execution, consummation or interpretation of
                  the Plan and the making of Distributions hereunder;

         (g)      to determine any and all motions related to the rejection,
                  assumption or assignment of executory contracts or unexpired
                  leases, or to determine any

                                      -56-



                  motion to reject an executory contract or unexpired lease
                  pursuant to Article IX of the Plan;

         (h)      to determine all applications, motions, adversary proceedings
                  (including, without limitation, all Avoidance Actions),
                  contested matters, actions, and any other litigated matters
                  instituted in and prior to the closing of the Chapter 11
                  Cases, including any remands;

         (i)      to enter a Final Order closing the Chapter 11 Cases;

         (j)      to modify the Plan under section 1127 of the Bankruptcy Code,
                  remedy any defect, cure any omission, or reconcile any
                  inconsistency in the Plan or the Confirmation Order so as to
                  carry out its intent and purposes;

         (k)      to issue such orders in aid of consummation of the Plan and
                  the Confirmation Order notwithstanding any otherwise
                  applicable non-bankruptcy law, with respect to any Person, to
                  the full extent authorized by the Bankruptcy Code;

         (l)      to enable the Reorganized Debtors or Disbursing Agent to
                  prosecute any and all proceedings to set aside Liens or
                  encumbrances and to recover any Transfers, assets, properties
                  or damages to which the Debtors may be entitled under
                  applicable provisions of the Bankruptcy Code or any other
                  federal, state or local laws except as may be waived pursuant
                  to the Plan;

         (m)      to determine any tax liability pursuant to section 505 of the
                  Bankruptcy Code;

         (n)      to enter and implement such orders as may be appropriate in
                  the event the Confirmation Order is for any reason stayed,
                  revoked, modified or vacated;

         (o)      to resolve any disputes concerning whether a Person had
                  sufficient notice of the Chapter 11 Cases, the applicable
                  Claims bar date, the hearing to consider approval of the
                  Disclosure Statement or the Confirmation Hearing or for any
                  other purpose;

         (p)      to resolve any dispute or matter arising under or in
                  connection with any order of the Bankruptcy Court entered in
                  the Chapter 11 Cases;

         (q)      to authorize sales of assets as necessary or desirable and
                  resolve objections, if any, to such sales;

         (r)      to hear and resolve Litigation Claims;

         (s)      to resolve any disputes concerning any release of a nondebtor
                  hereunder or the injunction against acts, employment of
                  process or actions against such nondebtor arising hereunder;

                                      -57-



         (t)      to approve, if necessary, any Distributions, or objections
                  thereto, under the Plan;

         (u)      to approve any Claims settlement entered into or offset
                  exercised by the Disbursing Agent;

         (v)      to resolve any dispute or matter arising under or in
                  connection with the General Distribution Trust;

         (w)      to oversee any dispute concerning improper or excessive draws
                  under letters of credit issued for the account of the Debtors;
                  and

         (x)      to determine such other matters, and for such other purposes,
                  as may be provided in the Confirmation Order or as may be
                  authorized under provisions of the Bankruptcy Code.

         If the Bankruptcy Court abstains from exercising or declines to
exercise jurisdiction, or is otherwise without jurisdiction over any matter
arising out of the Chapter 11 Case, including the matters set forth in this
Article XI, this Article shall not prohibit or limit the exercise of
jurisdiction by any other court having competent jurisdiction with respect to
such matter.

    11.2 AMENDMENTS.

         (a) PRECONFIRMATION AMENDMENT.

             Subject to Section 6.17 of the Plan, the Debtors, after
consultation with the Creditors' Committee, may modify the Plan at any time
prior to the entry of the Confirmation Order, provided that the Plan, as
modified, and the Disclosure Statement pertaining thereto meet applicable
Bankruptcy Code requirements.

         (b) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT NOT REQUIRING
             RESOLICITATION.

             Subject to Section 6.17 of the Plan, after the entry of the
Confirmation Order and before substantial consummation of the Plan, the Debtors,
the Reorganized Debtors, or the Disbursing Agent, as appropriate, may modify the
Plan, after consultation with the Creditors' Committee, to remedy any defect or
omission or to reconcile any inconsistencies in the Plan or in the Confirmation
Order, as may be necessary to carry out the purposes and effects of the Plan,
provided that: (i) the Debtors, the Reorganized Debtors, or the Disbursing Agent
obtain approval of the Bankruptcy Court for such modification, after notice and
a hearing; and (ii) such modification shall not materially and adversely affect
the interests, rights, treatment or Distributions of any Class of Allowed Claims
or Interests under the Plan. Any waiver under Section 5.3 hereof shall not be
considered to be a modification of the Plan.

                                      -58-



         (c) POSTCONFIRMATION/PRECONSUMMATION AMENDMENT REQUIRING
             RESOLICITATION.

             Subject to Section 6.17 of the Plan, after the Confirmation Date
and before substantial consummation of the Plan, the Debtors, the Reorganized
Debtors, or the Disbursing Agent, as appropriate, after consultation with the
Creditors' Committee, may modify the Plan in a way that materially or adversely
affects the interests, rights, treatment, or Distributions of a Class of Claims
or Interests, provided that: (i) the Plan, as modified, meets applicable
Bankruptcy Code requirements; (ii) the Debtors obtain Bankruptcy Court approval
for such modification, after notice and a hearing; (iii) the Plan as modified
complies with the Bankruptcy Code and Bankruptcy Rules; and (iv) the Debtors
comply with section 1125 of the Bankruptcy Code with respect to the Plan as
modified.

    11.3 SEVERABILITY OF PLAN PROVISIONS.

         If, prior to the Confirmation Date, any term or provision of the Plan
is determined by the Bankruptcy Court to be invalid, void or unenforceable, the
Bankruptcy Court will have the power to alter and interpret such term or
provision and make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision will then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan will remain in full force and effect and will in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The
Confirmation Order will constitute a judicial determination and will provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

    11.4 SUCCESSORS AND ASSIGNS.

         The rights, benefits and obligations of any Person named or referred to
in the Plan shall be binding on, and shall inure to the benefit of, the heirs,
executors, administrators, successors and/or assigns of such Person.

    11.5 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS.

         Each Debtor, each Reorganized Debtor, and the Disbursing Agent shall be
authorized to execute, deliver, file, or record such documents, contracts,
instruments, releases, and other agreements and take such other actions as may
be reasonably necessary to effectuate and further evidence the terms and
conditions of the Plan.

    11.6 PLAN SUPPLEMENT.

         Subject to Section 6.17 of this Plan, the Plan Supplement comprised of,
among other things, the forms of the documents related to the Amended
Certificate of Incorporation and Bylaws, the Distribution Trust Agreement, the
Disbursing Agent agreement, if applicable, the Executory Contract Schedule and
the Exit Facility documents, to the extent not filed simultaneously with the
Plan and Disclosure Statement shall be filed with the Bankruptcy Court at least
five (5) Business Days prior to the commencement of the Confirmation Hearing.
Upon

                                      -59-



its filing, the Plan Supplement may be inspected in the offices of the Clerk of
the Bankruptcy Court during normal business hours. A copy of the Plan Supplement
shall be mailed to the Creditors' Committee, and any Holder of a Claim or
Interest that makes a written request for such Plan Supplement to the Debtors.
The documents contained in the Plan Supplement shall be approved by the
Bankruptcy Court pursuant to the Confirmation Order.

    11.7 CONFIRMATION ORDER AND PLAN CONTROL.

         To the extent the Confirmation Order and/or this Plan is inconsistent
with the Disclosure Statement, any other agreement entered into between or among
any Debtors, or any of them and any third party, the Plan controls the
Disclosure Statement and any such agreements, and the Confirmation Order
controls the Plan.

    11.8 PAYMENT OF STATUTORY FEES.

         All fees payable pursuant to section 1930 of title 28 of the United
States Code as Administrative Fees under the Plan, as determined by the
Bankruptcy Court at the Confirmation Hearing, shall be paid in Cash on the
Effective Date, or as soon as reasonably practicable thereafter, and neither the
Debtors, their Estates, the Reorganized Debtors, the Disbursing Agent, nor the
Creditors' Committee shall thereafter be liable for the payment of additional
fees under section 1930 of title 28 of the United States Code other than with
respect to Oakwood's Chapter 11 Case.

    11.9 WITHDRAWAL OF PLAN.

         The Debtors reserve the right, in the exercise of their reasonable
discretion, to revoke and withdraw or to modify the Plan at any time prior to
the Confirmation Date or, if the Debtors are for any reason unable to consummate
the Plan after the Confirmation Date, at any time up to the Effective Date. If
the Debtors revoke or withdraw the Plan, (a) nothing contained in the Plan shall
be deemed to constitute a waiver or release of any claims by or against the
Debtors or the Creditors' Committee or to prejudice in any manner the rights of
the Debtors, the Creditors' Committee or any Person in any further proceeding
involving the Debtors or the Creditors' Committee and (b) the result shall be
the same as if the Confirmation Order were not entered, the Plan was not filed
and the Effective Date did not occur.

   11.10 PAYMENT DATES.

         Whenever any payment to be made under the Plan is due on a day other
than a Business Day, such payment will instead be made, without interest, on the
next Business Day or as soon thereafter as practicable.

                                      -60-



   11.11 NOTICES.

         Any notice, request or demand given or made under this Plan or under
the Bankruptcy Code or the Bankruptcy Rules to any of the Debtors shall be in
writing and shall be hand delivered or sent by a reputable overnight courier
service, and shall be deemed given when received at the following addresses
whether hand delivered or sent by overnight courier service:

MORRIS, NICHOLS, ARSHT & TUNNELL                 MCCARTER & ENGLISH, LLP
  Robert J. Dehney                                 William F. Taylor, Jr., Esq.
  Derek C. Abbott                                  919 Market Street, Suite 1800
  Daniel B. Butz                                   Wilmington, DE  19801
  1201 North Market Street                         (302) 984-6300
  P.O. Box 1347
  Wilmington, Delaware 19899-1347
  (302) 658-9200

           - and -                                 -and-

RAYBURN COOPER & DURHAM, P.A.                    KING & SPALDING LLP
  C. Richard Rayburn, Jr.                          Robert J. Stark
  Albert F. Durham                                 1185 Avenue of the Americas
  Patricia B. Edmondson                            New York, New York 10036
  1200 Carillon, 227 West Trade Street             (212) 556-2100
  Charlotte, North Carolina 28202-1675
  (704) 334-0891



         Notwithstanding anything to the contrary provided herein, all notices
concerning this Plan shall be served upon the entities prescribed and in the
manner prescribed under the Bankruptcy Code and the Bankruptcy Rules.

   11.12 NO ADMISSIONS.

         Notwithstanding anything herein to the contrary, nothing contained in
the Plan shall be deemed as an admission by the Debtors with respect to any
matter set forth herein including, without limitation, liability on any Claim or
the propriety of any Claims classification.

                                     -61-



                                  ARTICLE XII.

                              CONFIRMATION REQUEST

         The Debtors request confirmation of the Plan under Section 1129(b) of
the Bankruptcy Code.

Dated: September 9, 2003

                                        NEW DIMENSION HOMES, INC.


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        DREAM STREET COMPANY, LLC


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        OAKWOOD SHARED SERVICES, LLC


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        HBOS MANUFACTURING, LP

                                        By: Oakwood Mobile Homes, Inc., General
                                            Partner


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President




                                      -62-




                                        OAKWOOD MHD4, LLC


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        OAKWOOD ACCEPTANCE CORPORATION, LLC


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        OAKWOOD HOMES CORPORATION


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Executive Vice President


                                        OAKWOOD MOBILE HOMES, INC.


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        SUBURBAN HOME SALES, INC.


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                      -63-




                                        FSI FINANCIAL SERVICES, INC.


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        HOME SERVICE CONTRACT, INC.


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        TRI-STATE INSURANCE AGENCY, INC.


                                          By: /s/ Robert A. Smith
                                              ----------------------------------
                                              Name:  Robert A. Smith
                                              Title: Vice President


                                        GOLDEN WEST LEASING, LLC


                                          By: /s/ Randelle R. Smith
                                              ----------------------------------
                                              Name:  Randelle R. Smith
                                              Title: Vice President


                                        CREST CAPITAL, LLC


                                          By: /s/ Randelle R. Smith
                                              ----------------------------------
                                              Name:  Randelle R. Smith
                                              Title: Vice President


                                      -64-




                                        PREFERRED HOUSING SERVICES, LP


                                        By: Oakwood Mobile Homes, Inc.,
                                            General Partner

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President



                                                  -and-


                                        MORRIS, NICHOLS, ARSHT & TUNNELL


                                        /s/ Daniel B. Butz
                                        ----------------------------------------
                                        Robert J. Dehney (No. 3578)
                                        Derek C. Abbott (No. 3376)
                                        Daniel B. Butz (No. 4227)
                                        1201 North Market Street
                                        P.O. Box 1347
                                        Wilmington, Delaware 19899-1347
                                        (302) 658-9200

                                                 - and -

                                        RAYBURN COOPER & DURHAM, P.A.
                                        C. Richard Rayburn, Jr.
                                        Albert F. Durham
                                        Patricia B. Edmondson
                                        1200 Carillon, 227 West Trade Street
                                        Charlotte, North Carolina 28202-1675
                                        (704) 334-0891


                                      -65-

EX-99.2

                                                                    EXHIBIT 99.2

NOTICE: THIS IS NOT A SOLICITATION OF ACCEPTANCES OF THE PLAN. 11 U.S.C.
SS. 1125(b) PROHIBITS SOLICITATION OF AN ACCEPTANCE OR REJECTION OF A PLAN OF
REORGANIZATION UNLESS A COPY OF THE PLAN OF REORGANIZATION OR A SUMMARY THEREOF
IS ACCOMPANIED OR PRECEDED BY A COPY OF A DISCLOSURE STATEMENT APPROVED BY THE
BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED
BY THE BANKRUPTCY COURT, AND, THEREFORE, THE FILING AND DISSEMINATION OF THIS
PROPOSED DISCLOSURE STATEMENT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED
AS, AN AUTHORIZED SOLICITATION PURSUANT TO 11 U.S.C. SS. 1125 AND RULE 3017 OF
THE FEDERAL RULES OF BANKRUPTCY PROCEDURE. NO SUCH SOLICITATION WILL BE MADE
EXCEPT AS AUTHORIZED PURSUANT TO SUCH LAW AND RULES.

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

IN RE:                         )  Chapter 11
                               )
OAKWOOD HOMES CORPORATION,     )  Case No. 02-13396 (PJW)
et al.,(1)                     )
        Debtors.               )  Jointly Administered
                               )
                               )  OBJECTIONS DUE: SEPTEMBER 19, 2003 @ 4:00 P.M.
                               )  HEARING DATE:   SEPTEMBER 26, 2003 @ 2:30 P.M.
- -------------------------------

         [PROPOSED] DISCLOSURE STATEMENT FOR REVISED FIRST AMENDED JOINT
        CONSOLIDATED PLAN OF REORGANIZATION OF OAKWOOD HOMES CORPORATION
              AND ITS AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION

                            Dated: September 9, 2003

MORRIS, NICHOLS, ARSHT & TUNNELL            RAYBURN COOPER & DURHAM, P.A.
Robert J. Dehney (No. 3578)                 C. Richard Rayburn, Jr.
Derek C. Abbott (No. 3376)                  Albert F. Durham
Daniel B. Butz (No. 4227)                   Patricia B. Edmondson
1201 North Market Street, P.O. Box 1347     1200 Carillon, 227 West Trade Street
Wilmington, Delaware 19899-1347             Charlotte, North Carolina 28202-1675
(302) 658-9200                              (704) 334-0891

                Co-Counsel for Oakwood Homes Corporation, et al.,
                Debtors and Debtors In Possession


- ------------
(1)      The Debtors are the following entities: Oakwood Homes Corporation, New
         Dimension Homes, Inc., Dream Street Company, LLC, Oakwood Shared
         Services, LLC, HBOS Manufacturing, LP, Oakwood MHD4, LLC, Oakwood
         Acceptance Corporation, LLC, Oakwood Mobile Homes, Inc., Suburban Home
         Sales, Inc., FSI Financial Services, Inc., Home Service Contract, Inc.,
         Tri-State Insurance Agency, Inc., Golden West Leasing, LLC, Crest
         Capital, LLC and Preferred Housing Services, LP.




                                TABLE OF CONTENTS

I.       INTRODUCTION AND SUMMARY INFORMATION.                                 1

         A.       Purpose of This Document.                                    1

         B.       Summary Information.                                         3

         C.       The Confirmation Hearing, Voting Procedures, Bar Dates,
                  And Other Important Deadlines.                               6

                  1.       Time And Place Of The Confirmation Hearing.         6

                  2.       Entities Entitled To Vote On The Plan.              6

                  3.       Deadline For Voting For Or Against The Plan.        7

                  4.       Deadline For Objecting To Confirmation Of The Plan. 7

                  5.       Deadlines For Parties To Executory Contracts And
                           Unexpired Leases To Assert Damage Claims And To
                           Object To The Terms Of Assumption.                  8

                  6.       Administrative Claims Bar Date.                     8

                  7.       Fee Claims Bar Date.                                9

                  8.       Unsecured Claims Bar Date.                          9

                  9.       Materials To Be Filed In Support Of Confirmation.  10

                  10.      Information Regarding The Plan.                    10

                  11.      Effective Date Of The Plan.                        10

         D.       Important Notice and Cautionary Statement.                  10

II.      DESCRIPTION OF THE DEBTORS, THEIR BUSINESS OPERATIONS, AND THEIR
         FINANCIAL CONDITION.                                                 12

         A.       General.                                                    12

         B.       Manufactured Homes.                                         12

         C.       Retail Home Sales.                                          13

         D.       Retail Financing and Servicing.                             14



         E.       Independent Dealer Retail Sales Financing.                  15

         F.       Independent Retailer Repurchase Obligations.                15

         G.       Insurance.                                                  15

         H.       Competition.                                                15

         I.       Regulation.                                                 16

III.     PREPETITION DEBT AND EQUITY STRUCTURE OF THE DEBTORS.                17

         A.       Description of Prepetition Debt Structure of Debtors.       17

                  1.       Foothill Prepetition Bank Facility.                17

                  2.       Senior Notes.                                      17

                  3.       Junior Notes.                                      17

                  4.       Industrial Revenue Bonds For Plants In Kosciusko
                           County, And Elkhart County, Indiana.               18

                  5.       Other Secured Debt.                                18

                  6.       REMIC Guarantees.                                  18

         B.       Description of Prepetition Equity Structure of the Debtors. 19

IV.      THE CHAPTER 11 CASES AND SIGNIFICANT POSTPETITION EVENTS.            20

         A.       Significant Events Leading To The Commencement Of The Chapter
                  11 Cases.                                                   20

         B.       The Chapter 11 Filings.                                     21

         C.       "First Day" Motions.                                        21

         D.       Appointment Of The Official Committee Of Unsecured
                  Creditors.                                                  21

         E.       Employment Of Professionals.                                22

                  1.       Reorganization And Other Professionals Employed
                           Pursuant To Bankruptcy Code Section 327.           22

                  2.       Ordinary Course Professionals.                     23


                                       ii



         F.       Postpetition Debtor-In-Possession Financing And Use Of
                  Cash Collateral.                                            23

         G.       Restructuring the Debtors' Servicing Fees on RICs.          23

         H.       Creation of Alternate Warehouse Trust.                      24

         I.       Filing Of Schedule Of Assets And Liabilities And
                  Statement Of Affairs.                                       24

         J.       Actions Implemented To Restructure The Debtors' Business
                  Operations.                                                 24

         K.       Senior Management Retention Plan.                           25

         L.       Claims Bar Date And Analysis.                               26

         M.       Filing Of The First Plan and Disclosure Statement.          26

         N.       Extension of the DIP Financing.                             26

         O.       Alternatives and Exit Financing.                            26

V.       SUBSTANTIVE CONSOLIDATION.                                           27

         A.       Substantive Consolidation for Purposes of the Plan.         27

         B.       The Substantive Consolidation of the Debtors' Estates.      28

         C.       Order Granting Substantive Consolidation.                   28

VI.      THE PLAN OF REORGANIZATION.                                          28

VII.     FINANCIAL PROJECTIONS.                                               29

VIII.    ADDITIONAL CONSIDERATIONS REGARDING RISK.                            30

IX.      CERTAIN TAX CONSEQUENCES OF THE PLAN.                                32

         A.       General.                                                    32

         B.       Federal Income Tax Consequences to the Debtors.             33

                  1.       Cancellation of Indebtedness Income.               33

                  2.       IRC Section 382 - Limitations on NOL
                           Carryforwards.                                     34

                  3.       Net Unrealized Built-in Loss or Gain.              35


                                      iii



                  4.       Alternative Minimum Tax.                           36

         C.       Federal Income Tax Consequences to Holders of Claims.       36

                  1.       Accrued Interest.                                  37

                  2.       Market Discount.                                   37

                  3.       Holders of Class Four Claims.                      37

         D.       Federal Income Tax Consequences to Holders of Non-Debtor-Held
                  Interests [Class 6A].                                       38

         E.       Information Reporting and Backup Withholding.               39

X.       CONFIRMATION PROCEDURES.                                             39

         A.       Voting And Right To Be Heard At Confirmation.               39

                  1.       Who May Support Or Object To Confirmation Of The
                           Plan.                                              39

                  2.       Who May Vote To Accept Or Reject The Plan.         40

                  3.       What Is An Allowed Claim For Voting Purposes.      40

                  4.       What Is An Impaired Class Of Claims Or Interests.  40

                  5.       Who Is Not Entitled To Vote.                       41

                  6.       Votes Necessary To Confirm The Plan.               41

                  7.       Votes Necessary For A Class To Accept The Plan.    41

                  8.       Treatment Of Non-Accepting Classes.                41

                  9.       Request For Confirmation Despite Non-Acceptance
                           By Impaired Classes.                               42

         B.       Hypothetical Liquidation Analysis.                          42

         C.       Feasibility.                                                43

         D.       Alternatives To The Plan.                                   43

XI.      RECOMMENDATION AND CONCLUSION.                                       44


                                       iv





         I.       INTRODUCTION AND SUMMARY INFORMATION.

                  Oakwood Homes Corporation ("Oakwood"), a North Carolina
corporation, and fourteen of its direct and indirect subsidiaries and affiliated
partnerships (the "Affiliated Debtors" and collectively with Oakwood, the
"Debtors") are debtors and debtors-in-possession in jointly-administered chapter
11 cases that currently are pending in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"). The Debtors commenced their
respective Chapter 11 Cases2 by filing voluntary petitions in the Bankruptcy
Court on November 15, 2002.

                  The Debtors are joint proponents of the Revised First Amended
Joint Consolidated Plan of Reorganization of Oakwood Homes Corporation and Its
Affiliated Debtors and Debtors-in-Possession (the "Plan"), dated September 8,
2003, a copy of which is attached to this Disclosure Statement as Exhibit A. The
purpose of the Plan is to, among other things, (a) restructure, compromise and
discharge creditors' Claims against, and stockholders' Interests in, the
Debtors, (b) reorganize the Debtors' financial affairs and (c) permit the
Reorganized Debtors to emerge from the Chapter 11 Cases as ongoing businesses.

                  A.       PURPOSE OF THIS DOCUMENT.

                  Certain of the Debtors' creditors have a right to vote to
accept or reject the Plan. Moreover, the Debtors' creditors and stockholders
have a right to appear in the Bankruptcy Court and be heard regarding the Plan's
approval (confirmation) by the Bankruptcy Court. The purpose of this Disclosure
Statement is to enable the Debtors' creditors and stockholders to make an
informed judgment about the Plan. This Disclosure Statement summarizes the
provisions of the Plan and provides certain information relating to the Debtors,
their Chapter 11 Cases, the Plan and the process the Bankruptcy Court will
follow in determining whether to confirm the Plan.

                  [The Bankruptcy Court has reviewed this Disclosure Statement
and on _________, 2003 determined that it contains adequate information and may
be sent to you]. The Bankruptcy Court, however, has not yet made a determination
as to whether the Plan should be confirmed, and has not conducted an independent
investigation of the factual and financial matters described herein.

- ------------
(2)      Capitalized terms that are not defined in this Disclosure Statement
         shall have the meaning assigned to them in the Plan.





READ THIS DISCLOSURE STATEMENT CAREFULLY TO FIND OUT:

         1.       HOW THE PLAN WILL AFFECT YOUR CLAIMS OR INTERESTS,

         2.       WHAT RIGHTS YOU HAVE WITH RESPECT TO VOTING FOR OR AGAINST THE
                  PLAN,

         3.       HOW AND WHEN TO VOTE FOR OR AGAINST THE PLAN, AND

         4.       WHAT RIGHTS YOU HAVE WITH RESPECT TO SUPPORTING OR OBJECTING
                  TO THE PLAN.

                  YOU SHOULD READ BOTH THIS DISCLOSURE STATEMENT (INCLUDING THE
EXHIBITS) AND THE PLAN (INCLUDING THE PLAN SUPPLEMENT AND THE EXHIBITS) IN THEIR
ENTIRETY. HOWEVER, THIS DISCLOSURE STATEMENT CANNOT TELL YOU EVERYTHING ABOUT
YOUR RIGHTS. YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL AND TAX ADVISORS TO
OBTAIN MORE SPECIFIC ADVICE ON HOW THE PLAN WILL AFFECT YOU AND WHAT IS THE BEST
COURSE OF ACTION FOR YOU.

                  THIS DISCLOSURE STATEMENT HAS BEEN PREPARED BY THE DEBTORS IN
GOOD FAITH AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE.
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS BELIEVED TO BE CORRECT
AT THE TIME OF THE FILING OF THE DISCLOSURE STATEMENT BASED UPON THE BEST
INFORMATION THEN CURRENTLY AVAILABLE TO THE DEBTORS. ONCE APPROVED BY THE
BANKRUPTCY COURT, THIS DISCLOSURE STATEMENT WILL NOT BE UPDATED BASED UPON
SUBSEQUENT EVENTS. NO INFORMATION PROVIDED BY ANY PERSON OR ENTITY (INCLUDING
THE DEBTORS' AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, FINANCIAL
ADVISORS, ATTORNEYS OR AFFILIATES) CONCERNING THE DEBTORS, THEIR OPERATIONS,
FUTURE REVENUES, PROFITABILITY, VALUATIONS, OR OTHERWISE, OTHER THAN AS SET
FORTH IN THIS DISCLOSURE STATEMENT, HAS BEEN AUTHORIZED. ANY INFORMATION,
REPRESENTATION, OR INDUCEMENT MADE TO SECURE OR OBTAIN ACCEPTANCES OR REJECTIONS
OF THE PLAN THAT ARE OTHER THAN, OR ARE INCONSISTENT WITH, THE INFORMATION
CONTAINED IN THIS DISCLOSURE STATEMENT SHOULD NOT BE RELIED UPON BY ANY PERSON
IN ARRIVING AT A DECISION TO VOTE FOR OR AGAINST THE PLAN. ANY SUCH ADDITIONAL
INFORMATION, REPRESENTATIONS, AND INDUCEMENTS SHOULD BE IMMEDIATELY REPORTED TO
THE ATTENTION OF THE DEBTORS AND THE BANKRUPTCY COURT.


                                       2




                  B.       SUMMARY INFORMATION.

                  The following information summarizes the terms of the Plan and
describes your rights to be heard and vote with respect to the Plan.

                  THE FOLLOWING INFORMATION IS A SUMMARY ONLY AND DOES NOT FULLY
ADDRESS ALL OF YOUR RIGHTS, ALL PROVISIONS OF THE PLAN OR ALL OF THE
CONSEQUENCES CONFIRMATION OF THE PLAN MAY HAVE ON YOUR RIGHTS. YOU ARE STRONGLY
ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY AND
TO CONSULT WITH YOUR LEGAL, FINANCIAL AND TAX ADVISORS PRIOR TO DECIDING WHETHER
TO SUPPORT OR OPPOSE THE PLAN.

THE DEBTORS AND THEIR   The Debtors design, manufacture and market manufactured
BUSINESSES:             and modular homes. In addition, they arrange financing
                        for a portion of their retail sales and, as agent,
                        provide a variety of insurance products to customers.
                        The Debtors are among the major producers and retailers
                        of manufactured homes and historically have originated
                        consumer loans secured by the manufactured homes. The
                        Debtors' consolidated financial statements reflect that,
                        for the fiscal year ended September 30, 2002, the
                        Debtors, on a consolidated basis, generated net sales of
                        approximately $927 million. As of December 31, 2002, the
                        Debtors, on a consolidated basis, had approximately
                        $812 million in assets and approximately $1.1 billion in
                        liabilities.

PURPOSE OF THE PLAN:    The Plan provides for a recapitalization of the Debtors
                        through the restructure, compromise and discharge of the
                        Debtors' existing creditor Claims and stockholder
                        Interests in a manner intended to enable the Debtors to
                        emerge from their Chapter 11 Cases as an integrated
                        viable business in the form of the Reorganized Debtors.

BASIC STRUCTURE OF THE  As described further below, most of the Debtors'
PLAN:                   creditors will receive distributions of New Common Stock
                        in the Reorganized Debtors or other consideration on or
                        after the Plan's Effective Date under the
                        Recapitalization. Only creditors that have valid Allowed
                        Claims against the Debtors will receive consideration
                        under the Plan. The amount and type of consideration a
                        creditor will receive may depend upon whether the
                        creditor's Allowed Claim is either (a) entitled to
                        special priority under the Bankruptcy Code, (b) a
                        Secured Claim, (c) an Unsecured Claim or (d) otherwise
                        separately classified under the Plan.

                                       3



                        The Plan groups most creditors and stockholders into
                        various Classes of Claims and Interests and provides for
                        the treatment of each Class. Certain creditors, such as
                        Holders of Administrative Claims arising after the
                        commencement of the Chapter 11 Cases, Holders of Fee
                        Claims, and Holders of Allowed Priority Tax Claims, are
                        not grouped in any Class, but nonetheless will be
                        affected by and receive payment under the Plan.

                        Under the Plan, all of the Debtors' assets and
                        liabilities are deemed substantively consolidated for
                        purposes of distributions to the Debtors' creditors.
                        Thus, Holders of Unsecured Claims of one of the
                        consolidated Debtors will receive the same treatment as
                        Holders of Unsecured Claims of any of the other Debtors.
                        Additionally, Holders of Claims against multiple Debtors
                        on account of affiliate guarantees and co-obligations of
                        multiple Debtors will be entitled to only one
                        distribution from the Debtors' consolidated Estates.

                        Upon the Plan's Effective Date, all Junior Notes,
                        Senior Notes and Interests will be cancelled. The new
                        stockholders of the Reorganized Debtors after the
                        Effective Date initially will consist of certain of the
                        Debtors' prepetition creditors, including, but not
                        limited to, Holders of Senior Note Claims, Holders of
                        Junior Note Claims, Holders of REMIC Guarantee Claims
                        and Holders of Other Unsecured Claims.

                        The Plan contains numerous other provisions governing,
                        among other things, (a) the assumption, assumption and
                        assignment and rejection of executory contracts and
                        unexpired leases, (b) the continuation of management and
                        the expansion of and addition of members to the board of
                        directors for the Reorganized Debtors, (c) the
                        restructuring of the Debtors' various legal entities,
                        (d) the resolution of Disputed Claims against the
                        Debtors, (e) the Bankruptcy Court's retention of
                        jurisdiction following confirmation of the Plan and
                        (f) the scope and nature of the Debtors' discharge
                        following confirmation. Please refer to the Plan itself
                        for more detailed information.

CLASSIFICATIONS AND     The following Summary Table sets forth the
TREATMENT OF            classification and treatment of creditors' Claims and
CREDITORS' CLAIMS AND   stockholders' Interests under the Plan. The descriptions
STOCKHOLDERS' INTERESTS in the Summary Table are only summaries and do not
UNDER THE PLAN:         include all terms and conditions of the Plan. You are
                        strongly advised to consult the relevant Plan provisions
                        for a full description of the respective Classes and
                        corresponding treatments under the Plan.


                                       4


                             SUMMARY TABLE - CLAIMS


- -------------------------------------------------------------------------------------------------------------------
 CLASS                      CLAIM                         STATUS                            VOTING RIGHTS
- -------------------------------------------------------------------------------------------------------------------
                                                                                   
Class 1           Priority Non-Tax Claims               Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2A          Secured Tax Claims                    Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2B          1997 Bonds Secured Claim              Unimpaired                          Not Entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2C          1998 Bonds Secured Claim              Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2D          Auto Secured Claim                    Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2E          Carolina Secured Claim                Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2F          First American Secured Claim          Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2G          Foothill Secured Claim                Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 2H          Pulaski Bonds Secured Claim           Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2I          Schmittauer Secured Claim             Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2J          Thomas Secured Claim                  Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2K          U.S. Bank Secured Claim               Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 2L          Other Secured and Setoff Claims       Unimpaired                          Not entitled to Vote;
                                                                                            Deemed to Accept
- -------------------------------------------------------------------------------------------------------------------
Class 3           Convenience Claims                    Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 4A          Senior Note Claims                    Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 4B          Junior Note Claims                    Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 4C          REMIC Guarantee Claims                Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 4D          Litigation Claims                     Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 4E          Other Unsecured Claims                Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 5           Intercompany Claims                   Substantively Consolidated          Not Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 6A          Non-Debtor-Held Interests             Impaired                            Entitled to Vote

- -------------------------------------------------------------------------------------------------------------------
Class 6B          Debtor-Held Interests                 Substantively Consolidated          Not Entitled to Vote
- -------------------------------------------------------------------------------------------------------------------


                                       5




                  C.       THE CONFIRMATION HEARING, VOTING PROCEDURES, BAR
                           DATES, AND OTHER IMPORTANT DEADLINES.

                           1.       TIME AND PLACE OF THE CONFIRMATION HEARING.

                  The Plan cannot become effective until after it has been
confirmed by the Bankruptcy Court and the conditions to the Effective Date set
forth in the Plan have either been satisfied or waived.

                  The hearing to determine whether the Bankruptcy Court will
enter the Confirmation Order to confirm the Plan will take place on
____________, 2003 at _____.m. in the Courtroom of the Honorable Peter J. Walsh,
Chief Judge, United States Bankruptcy Court for the District of Delaware, 824
Market Street, 6th Floor, Wilmington, Delaware 19801. The Confirmation Hearing
may be continued from time to time without further notice.

                           2.       ENTITIES ENTITLED TO VOTE ON THE PLAN.

                  Prior to the Confirmation Hearing, certain Holders of Claims
and Interests will have an opportunity to vote to accept or reject the Plan.
Pursuant to the Bankruptcy Code, only Holders of Allowed Claims and Interests in
Classes 2G, 3, 4D, 4E and 6A and those Holders who are the beneficial holders of
Allowed Claims in Classes 4A, 4B, and 4C (the "Voting Classes") are entitled to
vote on the Plan because these Classes are Impaired under the Plan within the
meaning of section 1124 of the Bankruptcy Code, but will nonetheless receive
Distributions under the Plan. The impairment of a Claim or Interest generally
occurs if the legal, equitable, or contractual rights of the Holder are altered.
Classes 1, 2A, 2B, 2C, 2D, 2E, 2F, 2H, 2I, 2J, 2K and 2L are not Impaired and,
therefore, are not entitled to vote and are deemed to have accepted the Plan.
Holders of Claims and Interests in Classes 5 and 6B are Insiders whose Claims or
Interests will be substantively consolidated pursuant to the Substantive
Consolidation Order. Holders of Claims or Interests in these Classes are not
entitled to vote on the Plan.

                  The Plan may be confirmed even if it is not accepted by each
Voting Class. The Bankruptcy Code defines "acceptance" with respect to a Class
of Impaired Claims as acceptance by Holders of at least two-thirds in dollar
amount and more than one-half in number of the Allowed Claims in such Class
whose Holders cast Ballots. In the event that a Voting Class does not accept the
Plan, the Debtors nonetheless will seek to have the Plan confirmed, provided
that the Plan is "fair and equitable" and does not "unfairly discriminate"
against the non-accepting Class of creditors or stockholders, as provided in
section 1129 of the Bankruptcy Code.

                  THE DEBTORS BELIEVE THAT THE PLAN PROVIDES THE BEST POSSIBLE
RECOVERIES TO THE HOLDERS OF IMPAIRED CLAIMS AND THAT ACCEPTANCE OF THE PLAN IS
IN THE BEST INTEREST OF SUCH HOLDERS. THEY THEREFORE RECOMMEND THAT YOU VOTE TO
ACCEPT THE PLAN.


                                       6



                           3.       DEADLINE FOR VOTING FOR OR AGAINST THE PLAN.

                  The Debtors are providing copies of this Disclosure Statement
and Ballots, which include detailed voting instructions, to all known Holders of
Claims in the Voting Classes. If you are entitled to vote as the Holder of an
Allowed Claim in one of the Voting Classes, you may vote by completing the
enclosed Ballot and returning the Ballot by the Ballot Deadline in the enclosed
envelope to the Balloting Agent at the address identified on your Ballot.
Initially, the Balloting Agent is BSI. If a Ballot is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other Person acting in a fiduciary or representative capacity, such Person
should indicate such capacity when signing.

                  TO BE COUNTED, YOUR BALLOT (OR, IN THE CASE OF PUBLICLY HELD
INSTRUMENTS, THE MASTER BALLOT CAST ON YOUR BEHALF) INDICATING ACCEPTANCE OR
REJECTION OF THE PLAN MUST BE RETURNED IN ACCORDANCE WITH THE ACCOMPANYING
INSTRUCTIONS AND RECEIVED BY THE BALLOTING AGENT NO LATER THAN ___________, 2003
AT __________.M., EASTERN TIME, OR IT WILL NOT BE COUNTED IN CONNECTION WITH
CONFIRMATION OF THE PLAN. IN NO CASE SHOULD A BALLOT BE DELIVERED EITHER TO THE
BANKRUPTCY COURT OR TO THE DEBTORS OR THEIR ATTORNEYS. ANY EXECUTED BALLOT THAT
DOES NOT INDICATE EITHER ACCEPTANCE OR REJECTION SHALL NOT BE COUNTED.

                  A Ballot cast with respect to the Plan does not result in the
filing or allowance of a Claim. Nor does the casting of a Ballot relieve a
creditor of the obligation to file a proof of Claim in a timely manner. The
Debtors reserve the right to object to any Claims until the Claims Objection
Deadline.

                           4.       DEADLINE FOR OBJECTING TO CONFIRMATION OF
                                    THE PLAN.

                  As noted, all Holders of Claims or Interests are entitled to
be heard with respect to confirmation of the Plan, even if they are not eligible
to vote to accept or reject the Plan. Objections to confirmation of the Plan
must be filed with the Bankruptcy Court and served upon (a) counsel for the
Debtors (Morris, Nichols, Arsht & Tunnell, 1201 North Market Street, P.O. Box
1347, Wilmington, Delaware, 19899-1347, attention: Robert J. Dehney, Esq.; and
Rayburn Cooper & Durham, P.A., 1200 Carillon, 227 West Trade Street, Charlotte,
North Carolina, 28202-1675, attention: Albert F. Durham, Esq.); (b) counsel for
the Committee (McCarter & English, 919 North Market Street, Suite 1800,
Wilmington, Delaware, 19899, attention: William F. Taylor, Jr., Esq.; and King &
Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, attention:
Robert J. Stark, Esq.); (c) counsel for Greenwich (Pachulski, Stang, Ziehl,
Young & Jones P.C., 919 North Market Street, Suite 1600, P.O. Box 8705,
Wilmington, Delaware, 19899, attention: Laura Davis Jones, Esq.; and Kirkland &
Ellis, 777 South Figueroa Street, Los Angeles, California, 90017, attention:
Bennet L. Spiegel, Esq.); and (d) such other parties as are identified in the
accompanying notice of the Confirmation Hearing so that they are received by no
later than ____________, 2003, at _________.m., Eastern Time.


                                       7



                           5.       DEADLINES FOR PARTIES TO EXECUTORY CONTRACTS
                                    AND UNEXPIRED LEASES TO ASSERT DAMAGE CLAIMS
                                    AND TO OBJECT TO THE TERMS OF ASSUMPTION.

                  Section 365 of the Bankruptcy Code allows the Debtors to
assume, assume and assign, or reject executory contracts and unexpired leases to
which the Debtors were parties as of the Petition Date. In order to assume, or
assume and assign, a contract or lease, the Debtors must make provision for the
cure of certain outstanding defaults as required by Section 365 of the
Bankruptcy Code. If the Debtors reject a contract or lease, the contract or
lease is deemed to have been breached by the Debtors immediately before the
Petition Date, and the non-debtor party to the contract or lease may be entitled
to an Unsecured Claim for damages resulting from such breach.

                  Under the Plan, on the Effective Date, the Debtors will assume
all executory contracts and unexpired real or personal property leases to which
they are a party, excluding (a) any and all executory contracts or unexpired
leases which are the subject of separate motions filed pursuant to section 365
of the Bankruptcy Code by the Debtors prior to the commencement of the
Confirmation Hearing, (b) such contracts or leases as are listed on the
Executory Contract Schedule filed by the Debtors, which may be modified by the
Debtors up to ninety (90) days after the Effective Date, all of which contracts
or leases shall be deemed rejected pursuant to the provisions of section 365 and
section 1123 of the Bankruptcy Code, and (c) any and all executory contracts or
unexpired leases rejected prior to entry of the Confirmation Order. Contracts or
leases entered into after the Petition Date will be performed by the Reorganized
Debtors in the ordinary course of their businesses.

                  If the rejection of any executory contract or unexpired lease
under the Plan gives rise to a Claim by the non-Debtor party or parties to such
contract or lease, such Claim, to the extent that it is timely filed and is an
Allowed Claim, shall be classified in Class 4E; provided, however, that the
Unsecured Claim arising from such rejection shall be forever barred and shall
not be enforceable against the Debtors, the Reorganized Debtors, the Disbursing
Agent, their successors or properties, unless a proof of such Claim is filed and
served on the Disbursing Agent and the Claims Agent within thirty (30) days
after the date of notice of the entry of the order of the Bankruptcy Court
rejecting the executory contract or unexpired lease which may include, if
applicable, the Confirmation Order. FAILURE TO COMPLY WITH THIS DEADLINE SHALL
FOREVER BAR THE HOLDER OF A CLAIM FROM SEEKING PAYMENT THEREOF. See Article IX
of the Plan for more information about how to comply with this deadline and to
determine whether this deadline applies to you.

                           6.       ADMINISTRATIVE CLAIMS BAR DATE.

                  An Administrative Claim includes: (a) a Secured Claim entitled
to superpriority pursuant to section 364(c) of the Bankruptcy Code and the Final
DIP Agreement; (b) an Unsecured Claim, other than a Fee Claim, for payment of
costs or expenses of administration specified in sections 503(b) and 507(a)(1)
of the Bankruptcy Code, including, without limitation: (i) the actual, necessary
costs and expenses incurred after the Petition Date of preserving the Estates
and operating the businesses of the Debtors (such as wages, salaries,
commissions for

                                       8



services rendered, and personal injury claims); and (ii) all fees and charges
assessed against the Estates pursuant to section 1930 of title 28 of the United
States Code; or (c) a Reclamation Claim that either has been granted priority
under section 546(c)(2)(A) of the Bankruptcy Code or which the Debtors elect to
treat as though such priority has been granted.

                  All parties seeking payment of Administrative Expenses must
file with the Bankruptcy Court and serve upon the Debtors a request for payment
of such Administrative Claims prior to the applicable deadline set forth below,
provided, however, that parties seeking payment of postpetition ordinary course
trade obligations, postpetition payroll obligations incurred in the ordinary
course of the Debtors' postpetition business and amounts arising under
agreements approved by the Bankruptcy Court or the Plan need not file such a
request.

                  The deadline for filing requests for payment of Administrative
Claims is the date that is the first Business Day after the date that is [20
days after the Effective Date at 4:00 p.m.], Eastern Time. FAILURE TO COMPLY
WITH THESE DEADLINES SHALL FOREVER BAR THE HOLDER OF AN ADMINISTRATIVE CLAIM
FROM SEEKING PAYMENT THEREOF. See Section 2.9 of the Plan for more information
about how to comply with this deadline and to determine whether this deadline
applies to you.

                           7.       FEE CLAIMS BAR DATE.

                  A Fee Claim includes: (a) a Claim of a professional person
retained by order of the Bankruptcy Court for compensation and/or reimbursement
of expenses pursuant to section 327, 328, 330 or 331 of the Bankruptcy Code in
connection with the Chapter 11 Cases or (b) a Claim of any professional or other
entity seeking compensation or reimbursement of expenses in connection with the
Chapter 11 Cases pursuant to sections 503(b)(3) or 503(b)(4) of the Bankruptcy
Code in which the Holder of the Claim files a timely request unless otherwise
agreed to by the Debtors or the Reorganized Debtors.

                  All applications for payment of Fee Claims must be filed with
the Bankruptcy Court and served in accordance with the Fee Order by the date
that is 45 days after the Effective Date (or, if such date is not a Business
Day, by the next Business Day thereafter) unless otherwise agreed to by the
Debtors or the Reorganized Debtors, without further approval by the Court.
FAILURE TO COMPLY WITH THIS DEADLINE SHALL FOREVER BAR THE HOLDER OF A FEE CLAIM
FROM SEEKING PAYMENT THEREOF. See Section 2.10 of the Plan for more information
about how to comply with this deadline and to determine whether this deadline
applies to you.

                           8.       UNSECURED CLAIMS BAR DATE.

                  An Unsecured Claim includes any claim that is not: (a) an
Administrative Claim; (b) a Priority Non-Tax Claim; (c) a Priority Tax Claim;
(d) a Fee Claim; (e) a Secured Claim; (f) an Intercompany Claim; or (g) an
Interest. All proofs of Claim for Unsecured Claims must have been filed with the
Claims Agent by the general claims bar date established by the Bankruptcy Court,
which was March 27, 2003. The Claims Agent is currently BSI.

                                       9


                           9.       MATERIALS TO BE FILED IN SUPPORT OF
                                    CONFIRMATION.

                  In support of confirmation of the Plan, the Debtors will file
the Plan Supplement, to the extent not filed simultaneously with the Plan and
the Disclosure Statement, at least five (5) Business Days prior to the
commencement of the Confirmation Hearing. Upon its filing, the Plan Supplement
may be inspected in the offices of the Clerk of the Bankruptcy Court during
normal business hours. A copy of the Plan Supplement shall be mailed to the
Creditors' Committee, and any Holder of a Claim or Interest that makes a written
request for such Plan Supplement to the Debtors. The documents contained in the
Plan Supplement shall be approved by the Bankruptcy Court pursuant to the
Confirmation Order.

                           10.      INFORMATION REGARDING THE PLAN.

                  NO PERSON IS AUTHORIZED BY THE DEBTORS IN CONNECTION WITH THE
PLAN OR THE SOLICITATION OF VOTES WITH RESPECT TO THE PLAN TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
DISCLOSURE STATEMENT AND THE EXHIBITS HERETO OR INCORPORATED HEREIN BY
REFERENCE, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DEBTORS OR APPROVED BY THE
BANKRUPTCY COURT.

                           11.      EFFECTIVE DATE OF THE PLAN.

                  The Effective Date of the Plan will occur on: (a) if no stay
of the Confirmation Order is in effect, the date designated by the Debtors that
is after the date all of the conditions set forth in the Plan have been
satisfied or waived pursuant to the Plan; or (b) if a stay of the Confirmation
Order is in effect, on the date designated by the Debtors that is after the
later of: (i) the date such stay is vacated; and (ii) the date each condition
set forth in the Plan has been satisfied or waived pursuant to the Plan (or such
later date as may reasonably be agreed by the Debtors and the Creditors'
Committee after the Debtors have issued notice of the Effective Date).

                  D.       IMPORTANT NOTICE AND CAUTIONARY STATEMENT.

                  The historical financial data relied upon in preparing the
Plan and this Disclosure Statement is based on the Debtors' books and records.
The hypothetical liquidation analysis, projections, and other financial
information have been developed by the Debtors with the assistance of their
financial advisors. Nevertheless, the hypothetical liquidation analysis,
projections, and other financial information are estimates only, and the timing,
amount, and value of actual Distributions to creditors may be affected
significantly by many factors that cannot be predicted.

                  ALTHOUGH THE PROFESSIONAL ADVISORS EMPLOYED BY THE DEBTORS
HAVE ASSISTED IN THE PREPARATION OF THIS DISCLOSURE STATEMENT BASED UPON FACTUAL
INFORMATION AND ASSUMPTIONS

                                       10



RESPECTING FINANCIAL, BUSINESS, REGULATORY, AND ACCOUNTING DATA PROVIDED BY THE
DEBTORS AND THIRD PARTIES, THEY HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION
AND MAKE NO REPRESENTATIONS AS TO THE ACCURACY THEREOF. IN ADDITION, MUCH OF THE
FINANCIAL INFORMATION CONTAINED HEREIN HAS NOT BEEN SUBJECT TO AN AUDIT. THE
DEBTORS ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED
HEREIN, INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT INACCURACY OR OMISSION,
OR THAT ACTUAL VALUES OR FINANCIAL PERFORMANCE WILL COMPORT WITH THE ESTIMATES
HEREIN.

                  THE DEBTORS' ACTUAL RESULTS OF OPERATIONS AND THE TIMING,
AMOUNT, AND VALUE OF DISTRIBUTIONS UNDER THE PLAN MAY DIFFER MATERIALLY AND
ADVERSELY FROM THOSE PROJECTED HEREIN. THE DEBTORS' FUTURE OPERATIONS MAY BE
AFFECTED BY NUMEROUS ECONOMIC, COMPETITIVE, REGULATORY, LEGISLATIVE, LEGAL,
OPERATIONAL, AND OTHER FACTORS THAT CANNOT BE PREDICTED.

                  THIS DISCLOSURE STATEMENT CONTAINS A DISCUSSION OF CERTAIN
RISK FACTORS RELATING TO THE PLAN AND THE DEBTORS' ONGOING BUSINESS OPERATIONS.
THE DEBTORS STRONGLY ADVISE THAT ALL PARTIES IN INTEREST REVIEW THESE RISK
FACTORS CAREFULLY AND CONSULT WITH THEIR ADVISORS BEFORE VOTING ON THE PLAN OR
OTHERWISE DECIDING TO SUPPORT OR OPPOSE CONFIRMATION.

                  NOTHING CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY
FACT OR LIABILITY BY ANY PARTY, BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE
DEBTORS OR ANY OTHER PARTY, OR BE DEEMED CONCLUSIVE ADVICE ON THE TAX,
SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO HOLDERS OF CLAIMS
OR INTERESTS. YOU SHOULD CONSULT YOUR OWN LEGAL COUNSEL OR TAX ADVISOR ON ANY
QUESTIONS OR CONCERNS RESPECTING TAX, SECURITIES, OR OTHER LEGAL CONSEQUENCES OF
THE PLAN.

                  THE NEW COMMON STOCK AND NEW WARRANTS TO BE ISSUED PURSUANT TO
THE PLAN WILL NOT HAVE BEEN, AT THE TIME OF ISSUANCE, THE SUBJECT OF A
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR "BLUE
SKY" LAW, AND WILL BE ISSUED IN RELIANCE UPON THE EXEMPTION FROM THE SECURITIES
ACT AND EQUIVALENT STATE LAW REGISTRATION PROVIDED BY BANKRUPTCY CODE SECTION
1145(A)(1).

                  CAUTIONARY STATEMENT:


                                       11



                  INFORMATION INCLUDED IN THIS DISCLOSURE STATEMENT REGARDING
THE DEBTORS CONTAINS STATEMENTS THAT MAY CONSTITUTE "FORWARD-LOOKING
INFORMATION," AS THAT TERM IS DEFINED BY THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 ("REFORM ACT"), INCLUDING INFORMATION CONCERNING THE DEBTORS'
PLAN AND PROJECTED FINANCIAL PERFORMANCE FOLLOWING THEIR EMERGENCE FROM
BANKRUPTCY. THE FORWARD-LOOKING STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE
QUALIFIED IN THEIR ENTIRETY BY THE RISK FACTORS SET FORTH IN THIS DISCLOSURE
STATEMENT AND ARE BEING MADE PURSUANT TO THE PROVISIONS OF THE REFORM ACT AND
WITH THE INTENTION OF OBTAINING THE BENEFITS OF THE "SAFE HARBOR" PROVISIONS OF
THE REFORM ACT.

         II.      DESCRIPTION OF THE DEBTORS, THEIR BUSINESS OPERATIONS, AND
                  THEIR FINANCIAL CONDITION.

                  A.       GENERAL.

                  Oakwood, which was founded in 1946, together with its debtor
and non-debtor affiliates and related parties, designs, manufactures and markets
manufactured and modular homes and arranges financing for a portion of its
retail sales and of the retail sales of its homes by its independent dealer
network. The Debtors also act as agent in locating a variety of insurance
products for their customers. Following their emergence from these Chapter 11
Cases, the Debtors expect to retail their manufactured homes at centers operated
by the Debtors located primarily in the southeastern and southwestern United
States and at wholesale to independent retailers located throughout the United
States. For customers choosing to purchase insurance, the Debtors historically
assumed a portion of the related underwriting risk through their non-debtor
captive reinsurance business. As part of their restructuring effort, the Debtors
exited this aspect of the insurance business.

                  B.       MANUFACTURED HOMES.

                  The Debtors manufacture a number of models of single-section
homes as well as multi-section and modular homes consisting of two or more
component parts that are joined at the home site. Each home contains a living
room, dining area, kitchen, one, two, three or four bedrooms and one or two
bathrooms, and is equipped with a hot water heater and central heating. Some
homes are furnished with a sofa and matching chairs, dinette set, coffee and end
tables, carpeting, lamps, draperies, curtains and screens. Optional furnishings
and equipment include a range and oven, refrigerator, beds, a fireplace, washing
machine, dryer, microwave oven, dishwasher, air conditioning, intercom, stereo
systems, wet bar, vaulted ceilings, skylights, hardwood cabinetry and energy
conservation items. The homes manufactured by the Debtors are primarily sold
under the registered trademarks "Oakwood(R)," "Golden West(C)," "Schult(R),"
"Crest(C)," "Marlette(R)," "Freedom(C)" and as other private label homes.

                  The Debtors purchase components and materials used in the
manufacture of their homes on the open market and are not dependent upon any
particular raw material supplier.

                                       12


However, if faced with a scarcity of certain raw materials, the Debtors may
experience supplier allocation issues. The principal raw materials purchased by
the Debtors for use in the construction of its homes are lumber, steel,
aluminum, insulating materials, drywall and plastics. Steel I-beams, axles,
wheels and tires, roof and ceiling materials, home appliances, plumbing
fixtures, furniture, floor coverings, windows, doors and decorator items are
purchased or fabricated by the Debtors and are assembled and installed at
various stages on the assembly line.

                  The Debtors' manufactured homes are constructed and furnished
at the Debtors' manufacturing facilities and transported on wheels to the home
sites. These homes are normally occupied as permanent residences but can be
transported on wheels to new home sites. The Debtors' modular homes are built in
accordance with state or local building codes and therefore are similar in
specifications and design to site-built homes. The Debtors' modular homes range
in size from 960 square feet to 3,355 square feet and include a variety of
single story ranch homes, one-and-a-half-story homes, two-story homes,
townhouses and duplex units, all of which can include attached garages built at
the site by others.

                  The Debtors formerly manufactured homes at thirty-two plants
located in North Carolina, Texas, Georgia, Indiana, Oregon, Pennsylvania,
Arizona, California, Colorado, Kansas, Minnesota, and Tennessee. Pursuant to the
Plan, the Debtors will continue to operate plants located in North Carolina,
Indiana, Oregon, Pennsylvania, Arizona, California, Kansas and Minnesota. As
part of their restructuring efforts, the Debtors have closed a number of plants.
Certain of the closed plants are currently being marketed for sale, while others
have been sold. Currently, the Debtors are operating 14 plants.

                  The Debtors furnish to each purchaser of a new home
manufactured by the Debtors a limited warranty against defects in materials and
workmanship, excluding equipment and furnishings supplied by others, which are
frequently covered by the supplier's warranties.

                  C.       RETAIL HOME SALES.

                  The Debtors operate their sales centers primarily under the
names Oakwood(R) Mobile Homes and Freedom Homes(C). Additionally, the Debtors
operated Factory Certified Homes sales centers that sell primarily repossessed
homes. Since 1999, the Debtors have been scaling back operations, closing both
sales centers and manufacturing facilities. Although the Debtors will retain
many of the sales centers pursuant to the Plan, some of the sales centers,
including all of the Factory Certified Homes locations, will be or are in the
process of being closed as part of the Debtors' reorganization. During the
fiscal year ended September 30, 2002, substantially all of the Debtors' retail
sales of new homes were homes manufactured by the Debtors. The Debtors' sales
have traditionally been higher in the period from late spring through early fall
than in the winter months.

                  Each of the Debtors' sales centers hires and trains sales
personnel. Generally, each salesperson is paid a commission based on the gross
margin of his or her sales and certain volume targets, and each general manager
is paid compensation based on performance as measured by the profits of the
sales center.

                                       13


                  The Debtors also sell their homes to independent retailers
located throughout the United States. Sales to independent retail dealers
accounted for approximately 70% of sales in fiscal 2003, 44% of sales in fiscal
2002, and 35% in fiscal 2001. The Debtors expect such sales to increase in the
future because this market channel is less capital intensive.

                  D.       RETAIL FINANCING AND SERVICING.

                  Significant factors affecting sales of manufactured homes are
the availability and terms of financing. Through its finance subsidiary, the
Debtors financed approximately 72% of units sold by their captive retail
organization in 2002. During fiscal 2003, in an effort to maintain satisfactory
liquidity and improve loan performance, the Debtors sharply curtailed internal
financing and substantially raised credit standards for customers they were
willing to finance. As a result, the internal financing percentage has been
reduced drastically and is currently estimated to be less than 15% of homes sold
via the Debtors' own retail channel. The Debtors anticipate that this percentage
will decline further in fiscal 2004. The sales reductions caused by credit
tightening and the necessity to reduce internal financing have been reflected in
the Debtors' year to date operating results as well as their five year forecast.

                  The Debtors retain a security interest in all homes they
finance with loans documented as either retail installment sales contracts or
traditional mortgages (collectively, "RICs"). Debtor Oakwood Acceptance
Corporation, LLC ("OAC") funds its originations and purchases of RICs by
participating in public and private asset securitization transactions.
Securitization transactions historically have provided the most effective and
least expensive financing technique for satisfying OAC's liquidity needs and may
remain the least expensive method of financing for the Debtors' operations.
Interruptions in the public markets for these securitizations were a key reason
for management's decision to limit loan originations.

                  As part of the securitization process, OAC historically
retained the contractual right to service all securitized RICs in exchange for a
monthly fee. As part of its servicing duties, the pooling and servicing
agreements require OAC to make P & I Advances to the securitization trusts. OAC
also is required to make recoverable advances to the trusts for taxes and
insurance to the extent not paid by an obligor of a RIC and to advance
liquidation expenses incurred in connection with the repossession of homes
collateralizing loans that default. Continuing to service securitized RICs with
the enhanced priority of their servicing fee in the securitization proceeds as
restructured pursuant to a Final Order of the Bankruptcy Court has substantial
independent economic value. As a result of the reduction in loan origination
volume, the size of the loan portfolio serviced by the Debtors will diminish,
which will result in reduced servicing income in future years.

                  Recent developments in the market for asset backed securities,
and particularly those involving manufactured housing loans, have caused the
Debtors to pursue other outlets for the sale of their loans. In March 2003, the
Debtors, through their non-Debtor special purpose affiliates, completed a whole
loan sale and are currently pursuing a whole loan sale to a different purchaser.
In addition, the Debtors have taken steps to reduce reliance on financings
provided by securitizations, including moving most of their mortgage
originations to the conforming loan market with outside lenders.

                                       14


                  E.       INDEPENDENT DEALER RETAIL SALES FINANCING.

                  The Debtors provide some permanent financing for homes sold by
certain independent dealers that sell the Debtors' manufactured homes. During
fiscal 2002, the Debtors financed approximately 38% of their manufactured units
sold by independent dealers. During fiscal 2003, this percentage has dropped
below 10%.

                  F.       INDEPENDENT RETAILER REPURCHASE OBLIGATIONS.

                  Substantially all of the independent retailers who purchase
homes from the Debtors finance new home inventories through wholesale credit
lines (the "Floor Plans") provided by third parties. In these arrangements, a
floor plan lender typically provides the retailer with a credit line for the
purchase price of the home and maintains a security interest in the home as
collateral. The retailer uses a Floor Plan to finance the acquisition of its
display models, as well as to finance the initial purchase of a home from a
manufacturer until a home buyer obtains permanent financing or otherwise pays
the dealer for the installed home. Many of the Floor Plan lenders require the
Debtors to enter into repurchase agreements under which the Debtors are
obligated, upon default by the retailer, to repurchase any of the homes financed
by the Floor Plan lender. Under the terms of such repurchase agreements, the
Debtors typically agree to repurchase homes at prices scaled to the age of the
units. As of the Petition Date, the Debtors estimate that their contingent
liability under these repurchase agreements was approximately $101 million.
Historically, the Debtors' losses under these arrangements have not been
significant. Since the Petition Date, the Debtors have assumed approximately $50
million in repurchase obligations.

                  G.       INSURANCE.

                  In order to, among other things, facilitate retail purchases
of their homes, the Debtors historically have sold, as agent for an unrelated
domestic insurance company, property and casualty insurance to certain customers
in connection with their purchase of a home. In addition, the Debtors entered
the reinsurance business directly through their own captive, Bermuda-based
reinsurer during 1997, when it, as a reinsurer, accepted certain risk of
policies it had written as agent, in exchange for standard reinsurance premiums.
This venture was begun in an attempt to allow the Debtors to participate more
fully in the profitable income streams associated with the property and casualty
insurance and service contract business. Shortly before the Petition Date, the
Debtors exited the third party reinsurance business, and are arranging an
orderly wind-down of their non-Debtor insurance subsidiary.

                  H.       COMPETITION.

                  The Debtors face serious competition in three major aspects of
their operations: manufacturing, marketing and finance. There are numerous firms
producing manufactured homes in the Debtors' market areas, many of which are
direct competitors. Some of these manufacturers, which sell the majority of
their homes through independent dealers, are larger than the Debtors and have
greater financial resources. Historically, certain of the financing sources in
the industry were also larger than the Debtors and also had greater financial
resources. Finally, there are numerous retail dealers in most locations where
the Debtors conduct retail and

                                       15


financing operations. The Debtors compete with other manufacturers, retailers
and finance companies on the basis of reputation, quality, financing ability,
services, features offered and price.

                  In addition, manufactured homes are a form of permanent,
low-cost housing and therefore compete with other forms of housing, including
site-built and prefabricated homes and apartments. Historically, manufactured
homes have been financed as personal property with shorter term and higher
interest financing than was available for site-built homes. In recent years,
however, there has been a growing trend toward financing manufactured housing
with maturities equal to those in traditional residential real estate finance,
especially when the manufactured housing is attached to permanent foundations on
individually-owned lots, as is frequently the case in the Debtors' growing
multi-section and modular homes markets. As a result, maturities for certain
manufactured housing loans have moved closer to those for site-built housing.

                  I.       REGULATION.

                  A variety of laws affect the financing of manufactured homes
by the Debtors. The Federal Consumer Credit Protection Act (Truth-in-Lending)
and Regulation Z promulgated thereunder require written disclosure of
information relating to such financing, including the amount of the annual
percentage rate and the finance charge. The Federal Fair Credit Reporting Act
also requires certain disclosures to potential customers concerning credit
information used as a basis to deny credit. The Federal Equal Credit Opportunity
Act and Regulation B promulgated thereunder prohibit discrimination against any
credit applicant based on certain specified grounds. The Federal Trade
Commission has adopted or proposed various Trade Regulation Rules dealing with
unfair credit and collection practices and the preservation of consumer claims
and defenses. The Federal Trade Commission's Rules also require disclosure of a
manufactured home's insulation specification. Installment sale contracts and
loans eligible for inclusion in the GNMA Program are subject to the credit
underwriting requirements of the FHA. A variety of state laws also regulate the
form of the installment sale contracts and loan documents and the allowable
deposits, finance charges and fees chargeable pursuant to installment sale
contracts and loan documents. The provision of insurance products as agent by
the Debtors is subject to various state insurance laws and regulations which
govern allowable charges and other insurance practices.

                  The Debtors are also subject to the provisions of the Fair
Debt Collection Practices Act, which regulates the manner in which the Debtors
collect payments on RICs, and the Magnuson-Moss Warranty-Federal Trade
Commission Improvement Act, which regulates descriptions of warranties on
products. The descriptions and substance of the Debtors' warranties are also
subject to state laws and regulations. The Debtors' manufacture of homes
generally is subject to the National Manufactured Housing Construction and
Safety Standards Act of 1974. In 1976, the Department of Housing and Urban
Development promulgated regulations, which have been amended from time to time,
under this Act establishing comprehensive national construction standards
covering many aspects of manufactured home construction and installation,
including structural integrity, fire safety, wind loads and thermal protection.
The Debtors' modular homes are subject to state and local building codes.

                                       16


                  The Debtors' transportation of manufactured homes on highways,
which is provided by unrelated third-party vendors, is subject to regulation by
various federal, state and local authorities. Such regulations may prescribe
size and road use limitations and impose lower than normal speed limits and
various other requirements. Manufactured homes are also subject to local zoning
and other regulations.

         III.     PREPETITION DEBT AND EQUITY STRUCTURE OF THE DEBTORS.

                  A.       DESCRIPTION OF PREPETITION DEBT STRUCTURE OF DEBTORS.

                           1.       FOOTHILL PREPETITION BANK FACILITY.

                  Prior to the Petition Date, the Debtors partially funded their
operations through a $65 million credit facility established under the
Prepetition Loan Agreement, dated January 22, 2002, by and among the Debtors, as
borrowers, Foothill, as a lender and agent for the lenders, and certain other
lenders specified therein (as amended by the First Amendment to Loan Agreement,
dated July 2002 and the Second Amendment to Loan Agreement, dated July 31,
2002). As of the Petition Date, borrowings and letters of credit under this
facility totaled approximately $52 million. The credit facility under the
Prepetition Loan Agreement was secured by substantially all of the Debtors'
assets both tangible and intangible, real and personal, excluding loans held for
sale.

                           2.       SENIOR NOTES.

                  The Debtors issued 7.875% Senior Notes in the aggregate
principal amount of $125 million due March 2004, and 8.125% Senior Notes in the
aggregate principal amount of $175 million due March 2009 pursuant to an
Indenture and First Supplemental Indenture, both dated March 2, 1999, between
the Debtors and Bank One, N.A., f/k/a The First National Bank of Chicago. The
debt under the Senior Notes is unsecured. U.S. Bank National Association was
substituted as Indenture Trustee on January 10, 2000.

                           3.       JUNIOR NOTES.

                  The Debtors issued 8% Junior Notes in the original principal
amount of $17 million due June 1, 2007 pursuant to an Indenture and a First
Supplemental Indenture, both dated March 1, 1992, and Junior Notes in the
original principal amount of $23 million due June 1, 2007 pursuant to a Second
Supplemental Indenture dated July 15, 1992, between the Debtors and First Union
National Bank, f/k/a Delaware Trust Company. U.S. Bank Trust National
Association was substituted as Indenture Trustee on April 2, 2001. Of the
original Junior Notes, $2.6 million remained outstanding as of November 15,
2002, the balance having been retired in accordance with their terms. The debt
evidenced by the Junior Notes is unsecured.

                                       17


                           4.       INDUSTRIAL REVENUE BONDS FOR PLANTS IN
                                    KOSCIUSKO COUNTY, AND ELKHART COUNTY,
                                    INDIANA.

                  The Debtors are obligated under a loan agreement dated
February 1, 1998, between Kosciusko County, Indiana and Schult Operating Company
(now HBOS Manufacturing, LP) to pay all amounts equal to the principal and
interest due under $6,200,000 Variable Rate Demand Economic Development Revenue
Bonds Series 1998 (the "1998 Bonds"). The 1998 Bonds are secured by a letter of
credit in the amount of $4,766,356.16 issued by Wells Fargo Bank, N.A. Repayment
of claims arising from the letter of credit is secured by a mortgage from the
Debtors on the plant constructed with 1998 Bond proceeds in Kosciusko County,
Indiana. Fifth Third Bank, Indiana is the trustee under the trust indenture
pursuant to which the 1998 Bonds were issued. At the Petition Date, the amount
outstanding on the 1998 Bonds was $4.6 million.

                  The Debtors are also obligated under a loan agreement dated
October 1, 1997, between Elkhart County, Indiana and Schult Operating (now HBOS
Manufacturing, LP) to pay all amounts equal to the principal and interest due
under $1,500,000 Variable Rate Demand Economic Development Revenue Bonds, Series
1997 (the "1997 Bonds"). The 1997 Bonds are secured by a letter of credit in the
amount of $896,282.19 issued by Wells Fargo Bank, N.A. Repayment of claims
arising from the letter of credit is secured by a mortgage from the Debtors on
the plant constructed with 1997 Bond proceeds in Elkhart County, Indiana. Fifth
Third Bank, Indiana is the trustee under the trust indenture pursuant to which
the 1997 Bonds were issued. At the Petition Date, the amount outstanding on the
1997 Bonds was $865,000.

                           5.       OTHER SECURED DEBT.

                  There are a number of other creditors secured by certain
discrete real and personal property assets of the Debtors.

                           6.       REMIC GUARANTEES.

                  Oakwood, through its wholly-owned finance subsidiary, OAC,
originates RICs to finance the purchase of manufactured homes. Historically,
when the aggregate number of RICs OAC had originated reached a critical mass,
typically once every three months, the RICs were securitized and sold into the
asset-backed market through non-Debtor Real Estate Mortgage Investment Conduit
Securitization Trusts ("REMIC Trusts"). The REMIC Trusts are the issuers of
pass-through certificates ("REMIC Certificates") that may pay cash interest on a
fixed or floating rate basis and represented undivided ownership interests in a
pool of underlying RICs in the REMIC Trusts. Each REMIC Trust issues REMIC
Certificates in multiple tranches. Typically, a series identifier will indicate
the year and sequential issue number within each calendar year. For example,
"1997-A" would indicate the first OAC securitization in 1997 and "1997-B" would
indicate the second securitization in 1997.

                  As previously noted, within a given series, the REMIC
Certificates are separated into tranches, each having specific seniority and
payment terms. While there is no distinction of

                                       18


collateral, as all tranches within a series are supported by the same pool of
loans, the credit quality of a particular tranche is determined by a payment
priority structure. Accordingly, holders of subordinated tranches generally
receive higher interest rates, but will only receive principal payments after
the principal of senior tranches has been paid in part or in full.

                  In order to enhance the marketability of one of the most
subordinated tranches of REMIC Certificates, Oakwood, in certain cases, provided
a corporate guarantee (the "B-2 REMIC Guarantees") that effectively guaranteed
distributions on these tranches of REMIC Certificates (the "B-Piece REMIC
Certificates"). The provisions of the REMIC Guarantees are complex, but, in
general, if the underlying RICs held by the REMIC Trusts do not generate enough
cash to service the B-Piece REMIC Certificates, Oakwood is obligated to fund the
shortfalls.

                  Prior to the Petition Date, Oakwood provided corporate
guarantees of the collateral pools backing payments under the B-Piece REMIC
Certificates in twenty REMIC Trusts. Oakwood's B-2 REMIC Guarantees apply to the
issues of B-Piece REMIC Certificates in the following REMIC Trusts: 1997-A,
1997-B, 1997-C, 1997-D, 1998-B, 1998-C, 1998-D, 1999-A, 1999-B, 1999-C, 1999-D,
1999-E, 2000-A, 2000-B, 2001-B, 2001-C, 2001-D, 2001-E, 2002-A and 2002-B. The
B-2 REMIC Guarantees guaranteed payment of any shortfalls in principal and
interest due to holders of B-Piece REMIC Certificates on any monthly payment
date by Oakwood. The aggregate face value of the B-Piece REMIC Certificates
guaranteed by the B-2 REMIC Guarantees is approximately $274.8 million
representing B-2 tranches from approximately two-thirds of Oakwood's
securitizations. JPMorgan is the REMIC Trustee for individual REMIC Trusts for
which Oakwood has issued B-2 REMIC Guarantees.

                  Additionally, Oakwood has a further obligation to the holder
of a note secured, in part, by certain B-Piece REMIC Certificates and X REMIC
Certificates (the "Resecuritization Note") to purchase the Resecuritization Note
on each payment date under the Resecuritization Note (the "Payment Date"),
beginning with the Payment Date occurring in September 2011 and ending with the
Payment Date occurring in September 2012 (the "Resecuritization Note Put
Option").

                  B.       DESCRIPTION OF PREPETITION EQUITY STRUCTURE OF THE
                           DEBTORS.

                  As of December 1, 2002, Oakwood had issued and outstanding
9,537,000 shares of Old Common Stock, par value $0.50 per share. Oakwood also
granted options to purchase shares of Old Common Stock and other equity related
securities. On or about the Petition Date, the New York Stock Exchange, Inc.
(the "NYSE") announced that trading of the Old Common Stock on the NYSE should
be suspended immediately based upon the failure to meet certain financial
criteria. Subsequently, the NYSE submitted an application to the Securities and
Exchange Commission to delist the Old Common Stock from the NYSE. The delisting
of the Old Common Stock became effective on December 30, 2002. Oakwood has not
paid dividends on the Old Common Stock during the past two fiscal years and the
Old Common Stock is currently traded in the over-the-counter market. As of
December 1, 2002, the Debtors estimate that there are 21,000 beneficial holders
of Old Common Stock.

                                       19


         IV.      THE CHAPTER 11 CASES AND SIGNIFICANT POSTPETITION EVENTS.

                  A.       SIGNIFICANT EVENTS LEADING TO THE COMMENCEMENT OF THE
                           CHAPTER 11 CASES.

                  The manufactured housing industry as a whole expanded
aggressively into an economic downturn that has been particularly severe for its
traditional customer of modest means. At the same time, mortgage rates for
site-built homes were, and still are, at a thirty-year low, which offset many of
the cost advantages of manufactured homes because interest rates for
manufactured housing loans exceed rates for conventional housing loans by an
amount substantially greater than has historically been the case. Additionally,
aggressive lending led to a high level of repossessed homes. The remarketing of
these homes in competition with new homes depresses new home sales volume.

                  In addition, many traditional industry lenders, including both
Floor Plan lenders and retail lenders which provide financing to homebuyers,
have left the industry over the last few years or have significantly curtailed
operations. This includes leading industry lenders such as Conseco Finance
Corporation, which filed for relief under chapter 11 on December 18, 2002, and
Deutsche Financial Services Corporation, which exited the industry. This
reduction in available financing has led to a contraction of the dealer network
and a sharp reduction in manufactured home sales.

                  Through 1999, the Debtors expanded and leveraged themselves
aggressively to support their rapid growth, which resulted in a heavier debt
load than performance in declining markets after 1999 could support. Aggressive
underwriting coupled with the current economic slowdown led to an unsustainable
level of loan defaults on securitized RICs. The cost of servicing and the
liquidity requirements for performing servicing duties increased with the
defaults. At the same time, servicing receipts were decreasing due to credit
losses because the servicing fees were subordinated to principal and interest on
the B-Piece REMIC Certificates. Despite taking measures to counter negative
pressures, the Debtors continued to experience financial difficulties.

                  The Debtors decided to file for reorganization under Chapter
11 in order to restructure their balance sheet and access new working capital
while continuing to operate in the ordinary course of business. This decision
was based primarily upon the continued poor performance of loans originated, the
extremely weak conditions in the manufactured housing industry and the
deteriorating financial terms in the asset-backed securitization market into
which the Debtors sell their loans. Other factors contributing to the decision
to file included the general economic recession, declining recovery rates in the
repossession market, the substantial reduction in loan servicing fees received
and the withdrawal of manufactured housing Floor Plan lenders offering financing
to many of the Debtors' wholesale dealers.

                                       20


                  B.       THE CHAPTER 11 FILINGS.

                  The Debtors commenced their respective Chapter 11 Cases by
filing voluntary petitions under chapter 11 of the Bankruptcy Code on November
15, 2002 (the aforementioned "Petition Date"). The Debtors' Chapter 11 Cases are
jointly administered and assigned to the Honorable Peter J. Walsh, Chief United
States Bankruptcy Judge for the District of Delaware.

                  The Debtors have made progress toward their goal of
reorganization during their respective Chapter 11 Cases. Among other things, the
Debtors have: (a) maintained operations and negotiated new agreements with
vendors and suppliers of critical goods and services; (b) obtained
debtor-in-possession financing to enable the Debtors to continue operations; (c)
developed a new business plan, which has been discussed extensively with the
Debtors' principal creditor constituencies and forms the basis for the Plan; (d)
implemented significant improvements to the Debtors' business operations,
including reducing overhead and greatly improving the priority of servicing
fees; (e) substantially completed the closure of certain plants, retail sales
centers and offices; (f) negotiated the sale of certain surplus assets to reduce
costs and generate cash; and (g) negotiated for additional or substitute Floor
Plan financing. Moreover, the Debtors have devoted significant efforts to the
development, negotiation, and filing of the Plan that is the subject of this
Disclosure Statement, which Plan the Debtors believe provides for the fair and
equitable treatment of creditors and will enable the Debtors to emerge from
their Chapter 11 Cases as viable businesses.

                  C.       "FIRST DAY" MOTIONS.

                  On or after the Petition Date, the Debtors filed several
"first day" motions relating to the ordinary course operations of their
businesses. The Bankruptcy Court has entered Final Orders granting the Debtors'
motions either as requested or modified to some extent, but in either event
permitting the Debtors to continue operations during the Chapter 11 Cases. The
"first day" orders enable the Debtors to, among other things: (a) preserve
customer relationships by authorizing the Debtors to honor certain obligations
and continue certain programs and practices; (b) maintain employee morale and
confidence by authorizing the Debtors to pay prepetition employment Claims and
all costs and expenses incident thereto; (c) maintain critical vendor and
supplier relationships and confidence by authorizing the Debtors to pay certain
prepetition Claims; (d) ensure the continuation of the Debtors' cash management
systems and other business operations without interruption; and (e) establish
certain other administrative procedures to promote a smooth transition into
Chapter 11.

                  D.       APPOINTMENT OF THE OFFICIAL COMMITTEE OF UNSECURED
                           CREDITORS.

                  On December 2, 2002, the United States Trustee appointed the
Official Committee of Unsecured Creditors (the "Creditors' Committee") pursuant
to section 1002 of the Bankruptcy Code [Docket No. 97]. To date, the United
States Trustee has appointed no other committees. The members of the Creditors'
Committee currently are:

                                       21


- --------------------------------------------------------------------------------
            MEMBER CREDITOR                            INDIVIDUAL ACTIVELY
                                                   PARTICIPATING ON COMMITTEE
- --------------------------------------------------------------------------------
JPMorgan Chase Bank (as Indenture Trustee          James R. Lewis
for REMIC Certificates and noteholders)
- --------------------------------------------------------------------------------
U.S. Bank National Association (as Indenture       Timothy J. Sandell
Trustee for holders of Senior Notes)
- --------------------------------------------------------------------------------
Absolute Recovery Hedge Funds, Ltd.                Wilbur L. Ross, Jr.
- --------------------------------------------------------------------------------
Aegon USA Investment Management, LLC               James K. Baskin
- --------------------------------------------------------------------------------
Patrick Industries, Inc.                           Michael W. Baker
- --------------------------------------------------------------------------------
Carriage Industries, Inc.                          Charles D. Raley
- --------------------------------------------------------------------------------
LaSalle Bristol LP                                 James Montague
- --------------------------------------------------------------------------------

                  E.       EMPLOYMENT OF PROFESSIONALS.

                           1.       REORGANIZATION AND OTHER PROFESSIONALS
                                    EMPLOYED PURSUANT TO BANKRUPTCY CODE SECTION
                                    327.

                  Pursuant to section 327 of the Bankruptcy Code, a debtor in
possession or creditors' committee may employ, after notice and a hearing,
attorneys, financial advisors, and other professionals at the expense of the
bankruptcy estate. The Debtors and the Creditors' Committee have employed the
following professionals in the Chapter 11 Cases with the Bankruptcy Court's
approval:


- ----------------------------------------------------------------------------------------------------------

                                               EMPLOYED PROFESSIONALS

- ----------------------------------------------------------------------------------------------------------
             PROFESSIONAL                               SCOPE OF REPRESENTATION                    DATE
                                                                                                 APPROVED
- ----------------------------------------------------------------------------------------------------------
                                                                                          
Morris, Nichols, Arsht & Tunnell              Bankruptcy Counsel to the Debtors                 11/15/2002
- ----------------------------------------------------------------------------------------------------------
Rayburn, Cooper & Durham, P.A.                Bankruptcy Counsel to the Debtors                 11/15/2002
- ----------------------------------------------------------------------------------------------------------
Hunton & Williams                             Special Counsel to the Debtors                    11/15/2002
- ----------------------------------------------------------------------------------------------------------
Kennedy Covington Lobdell & Hickman L.L.P.    Special Counsel to the Debtors                    11/15/2002
- ----------------------------------------------------------------------------------------------------------
FTI Consulting, Inc.                          Restructuring Advisors for the Debtors            11/15/2002
- ----------------------------------------------------------------------------------------------------------
PricewaterhouseCoopers LLP                    Accountants for the Debtors                       11/15/2002
- ----------------------------------------------------------------------------------------------------------
Akin Gump Strauss Hauer & Feld LLP            Former Counsel to the Creditors' Committee        12/02/2002
- ----------------------------------------------------------------------------------------------------------
McCarter & English, LLP                       Counsel to the Creditors' Committee               12/02/2002
- ----------------------------------------------------------------------------------------------------------
Deloitte & Touche LLP                         Financial Advisors for the Creditors' Committee   12/04/2002
- ----------------------------------------------------------------------------------------------------------
Prime Locations, LLC                          Real Estate Consultants for the Debtors           02/27/2003
- ----------------------------------------------------------------------------------------------------------
The Core Network                              Real Estate Consultants for the Debtors           02/27/2003
- ----------------------------------------------------------------------------------------------------------
Andrew Davidson & Co., Inc.                   Valuation Consultants for the Debtors             04/22/2003
- ----------------------------------------------------------------------------------------------------------
Miller Buckfire Lewis Ying & Co., LLC         Financial  Advisor and Investment Banker for the  07/21/2003
                                              Debtors
- ----------------------------------------------------------------------------------------------------------
King & Spalding, LLP                          Replacement Counsel to the Creditors' Committee   08/25/2003
- ----------------------------------------------------------------------------------------------------------


                                       22


                  Pursuant to Final Orders, each of the professionals employed
at the expense of the Debtors' Estates are able to file monthly fee applications
seeking reimbursement for all of the fees and expenses incurred during the
applicable month. If no objection to a fee application is received on or before
the applicable objection deadline, the Debtors are permitted to make payment of
the fees and expenses incurred by the relevant professional. The Bankruptcy
Court may schedule a hearing to determine whether payment of the fees and the
expenses incurred is appropriate. All fees and expenses paid to professionals
are subject to final review and allowance, after notice and a hearing, in
accordance with Bankruptcy Code section 330.

                           2.       ORDINARY COURSE PROFESSIONALS.

                  Additionally, on December 18, 2002, the Bankruptcy Court
entered a Final Order [Docket No. 271] permitting the Debtors to employ
professionals utilized in the ordinary course of business.

                  F.       POSTPETITION DEBTOR-IN-POSSESSION FINANCING AND USE
                           OF CASH COLLATERAL.

                  Pursuant to a Final Order [Docket No. 328] entered on
December 31, 2002, the Bankruptcy Court approved debtor-in-possession financing
in the amount of $215 million from Greenwich. This facility provides needed
liquidity and expands the borrowing base by including in it certain financial
assets created by OAC in servicing the REMIC Trusts.

                  G.       RESTRUCTURING THE DEBTORS' SERVICING FEES ON RICS.

                  Prior to the Petition Date, the Debtors were not receiving
most of this servicing fee from the REMIC Trusts because those fees were
subordinate to payments on the REMIC Certificates. As their annual servicing
costs were substantial--in excess of $30 million--the Debtors needed to modify
these arrangements in order to sustain their servicing operations. As a result,
the Debtors sought to maintain their servicing operations while moving the
payment of servicing fees to a priority position.

                  After the Petition Date, the Debtors filed a motion for entry
of an order pursuant to Sections 365 and 363(b) and (f) of the Bankruptcy Code
authorizing OAC to, inter alia, (a) assume certain servicing agreements within
the Pooling and Servicing Agreements (the "Servicing Agreements"), (b) assign
its servicing rights under the Pooling and Servicing Agreements to Oakwood
Servicing Holdings, Co., LLC ("OSHC"), a wholly-owned non-debtor subsidiary of
OAC, and (c) enter into and perform its obligations as Subservicer under a
Subservicing Agreement with OSHC.

                  Because the Servicing Agreements provided that the servicing
fee payable thereunder was subordinate to the right of holders of REMIC
Certificates to receive payments of principal and interest only for so long as
OAC was the Servicer, the assumption and assignment of the Servicing Agreements
to OSHC elevated the servicing fee payable under the Servicing

                                       23


Agreements to senior status. Because OAC's subservicing fee is payable from
OSHC's servicing fees, OAC's subservicing fees effectively also are senior. In
addition, the assumption and assignment of the Servicing Agreements increased
the amount of the servicing fee payable under certain of the Servicing
Agreements.

                  By the Order dated December 12, 2002, this Court granted the
relief sought in the motion [Docket Number 21].

                  Oakwood has acknowledged that the elevation of servicing fees
to a senior position in the distribution of cash received by the REMIC trusts
"has the effect of decreasing cash available to pay security holders in the
REMIC trusts." As a result, Oakwood "expects its obligations under the
guarantees of [the B-2 REMIC Certificates] to increase substantially." See
Oakwood's Form 10-Q filed with the Securities and Exchange Commission for the
quarterly period ending December 31, 2002.

                  H.       CREATION OF ALTERNATE WAREHOUSE TRUST.

                  Pursuant to a Final Order [Docket No. 473] entered on January
23, 2003, the Bankruptcy Court granted the Debtors the authority to sell RICs to
a limited purpose trust owned by an indirect downstream affiliate of OAC. This
loan warehousing arrangement provides interim funding for RICs generated by OAC
and is intended to help preserve the Debtors' access to the securitization
markets and other potential financing sources.

                  I.       FILING OF SCHEDULE OF ASSETS AND LIABILITIES AND
                           STATEMENT OF AFFAIRS.

                  Sections 521(1) and 1106(a)(2) of the Bankruptcy Code and
Bankruptcy Rule 1007 require the Debtors to file a schedule of assets and
liabilities and statement of financial affairs, which contain information
regarding the Debtor's assets, liabilities, income, and other matters. The
Debtors, individually, filed their Schedules of Assets and Liabilities and
Statements of Financial Affairs on January 31, 2003.

                  J.       ACTIONS IMPLEMENTED TO RESTRUCTURE THE DEBTORS'
                           BUSINESS OPERATIONS.

                  Leading up to and subsequent to the Petition Date, the Debtors
and their professionals have evaluated the Debtors' operations and financial
condition in order to develop and implement a reorganization strategy that will
enable the Debtors to emerge from chapter 11 as a profitable enterprise. Going
forward, the Debtors are focused on enhancing the profitability of all their
operations.

                  On October 4, 2002, the Debtors announced the closing of forty
retail sales centers. These closures continued a downsizing from a peak of 412
retail sales centers reached in 1999. At or around the same time, the Debtors
idled or closed a number of manufacturing facilities, reducing the number of
active plants to nineteen from a peak of thirty-two in 1999. Historically, the
Debtors operated the plants to support the demand of both their captive retail
centers and the independent retailer base. From the middle of 1999 until the end
of fiscal 2002,

                                       24


the Debtors operated the plants at a reduced level in order to reduce inventory
and to reflect lower demand.

                  Pursuant to the operational restructuring plan implemented on
the Petition Date, the Debtors announced the closing of seventy-five additional
retail sales centers in eighteen states and the closing of five additional
manufacturing facilities. The Debtors have hired two real estate firms to
dispose of the properties and leases related to the closings. With the
completion of these closings, the Debtors have turned their focus to those
regions that hold the most promise for the Debtors' long-term success.

                  In April 2003, the Debtors substantially tightened their
credit standards for retail installment financing and took other steps to reduce
the amount of loans originated. As a result, internal financing of retail sales
has fallen from 72% of unit sales in 2002 to a run rate of less than 15% of
sales in 2003. This trend reduces the Debtors' reliance on securitizations and
its exposure to losses in the sale of retail installment contracts, but reduces
the potential for servicing revenue.

                  The implementation of the Debtors' operational restructuring
plan is ongoing and entails the following: (a) the closing of most, if not all,
retail sales centers that have demonstrated consistently poor operating
performance, poor credit performance and high incidence of customer litigation,
as well as the manufacturing facilities that supply these stores; (b) the review
of remaining retail sales centers on a store-by-store basis followed by the
closing of those stores that consistently generate poor operating results or are
located in areas that will be negatively impacted by tightening credit
standards; (c) the adjustment of manufacturing capacity to a level commensurate
with expected future sales and the closing of plants with marginal current sales
levels and the potential to become unprofitable following the closing of certain
retail sales centers; (d) the closing of one loan origination location in
Austin, Texas; (e) a significant reduction in the number of employees; and (f) a
reduction of corporate overhead commensurate with a downsized company.

                  K.       SENIOR MANAGEMENT RETENTION PLAN

                  On May 22, 2003, the Bankruptcy Court authorized the Debtors
to implement a management retention plan, indemnification plan and severance
program for certain of the Debtors' officers. The retention plan for these
officers consists of two types of merit-based retention payments: (i) payment of
the officers' previously unpaid performance-based bonuses, as set by the
Debtors' board of directors, for the fiscal 2002 year; and (ii) payment of the
officers' quarterly performance-based bonuses, as set by the Debtors' board of
directors with the consent of the Creditors' Committee. The Creditors' Committee
has agreed to the officers' performance-based bonuses for the second half of
2003. These retention payments are nothing more than the continuation of the
ordinary practice of the Debtors to award the Debtors' officers merit-based
incentive compensation. The severance program is designed to provide these
officers with severance benefits in the event of their termination for any
reason other than for cause. The severance benefits are to be held in an escrow
account until the officers are entitled to receive them. The indemnification
plan consists of $50,000 placed in an escrow account to cover the fees and
expenses of defending the officers pursuant to Oakwood's Articles of
Incorporation and Section 9.5 of Oakwood's By-Laws, if necessary.

                                       25


                  L.       CLAIMS BAR DATE AND ANALYSIS.

                  Pursuant to the Bar Date Order, the Bankruptcy Court
established a general claims bar date in the Debtors' Chapter 11 Cases of March
27, 2003. The Debtors also have scheduled certain Claims with respect to which
no proofs of Claim have been filed. The Debtors believe that the total amount of
Allowed Claims against their respective estates will be significantly lower than
the amount asserted. Because of the large number of proofs of Claim filed, the
complexity of many of these Claims, and the fact that many of the Claims are
disputed and/or unliquidated, the Debtors will not have completed their analysis
of all Claims prior to the Plan's Effective Date.

                  THE DEBTORS RESERVE ALL RIGHTS AND DEFENSES WITH RESPECT TO
THE ALLOWANCE OR DISALLOWANCE OF ANY CLAIM NOT PREVIOUSLY ALLOWED BY A FINAL
ORDER OF THE BANKRUPTCY COURT OR PURSUANT TO THE TERMS OF THE PLAN, AND FURTHER
WITH RESPECT TO THE SECURED OR PRIORITY STATUS THEREOF.

                  M.       FILING OF THE FIRST PLAN AND DISCLOSURE STATEMENT.

                  On February 18, 2003, the Debtors filed the [Proposed]
Disclosure Statement For Joint Consolidated Plan Of Reorganization Of Oakwood
Homes Corporation And Its Affiliated Debtors And Debtors-In-Possession (the
"First Disclosure Statement") and the Joint Consolidated Plan Of Reorganization
Of Oakwood Homes Corporation And Its Affiliated Debtors And
Debtors-In-Possession (the "First Plan"). The First Disclosure Statement and
First Plan were filed by the Debtor in compliance with certain provisions of the
Final DIP Agreement, which required that the Debtors file a plan of
reorganization and a disclosure statement before February 18, 2003. On June 19,
2003, the Debtors initially filed this current Plan and Disclosure Statement.
The substance of the Debtors' plan of reorganization has not significantly
changed between the Plan and the First Plan. The revision of the Plan and
Disclosure Statement since June 19, 2003, contains no material changes, just the
addition of certain exhibits and disclosures.

                  N.       EXTENSION OF THE DIP FINANCING.

                  On July 14, 2003, the Debtors and the DIP Lenders entered into
Amendment No. 4 to the Debtor-in-Possession Financing Agreement (the "DIP
Amendment"). The DIP Amendment replaces all references to the Debtors' original
budget with references to the updated forecast dated July 1, 2003, reduces the
total commitment from $140 million to $90 million, makes corresponding
adjustments to the borrowing base, and extends the deadline for a final order of
confirmation of a Plan of Reorganization to November 15, 2003. The Debtors
believe that this amended facility provides adequate liquidity for the Debtors'
operations under its current business plan and adequate time for the
confirmation of the Plan.

                  O.       ALTERNATIVES AND EXIT FINANCING.

                  In furtherance of the Debtors' fiduciary duties, the Debtors
considered alternatives to the stand-alone recapitalization as presented in this
Disclosure Statement and Plan. In that regard, the Debtors engaged Miller
Buckfire Lewis & Ying, LLC ("MBLY") to, among other things, analyze and evaluate
the Debtors' business, find potential lenders for the

                                       26


Exit Facility and gauge the interest of various parties to purchase all or
substantially all of the assets of the Debtors. To this end, certain parties
expressed an interest in purchasing the Debtors. However, the Debtors ultimately
decided, in consultation with the Creditors' Committee, that these expressions
of interest failed to yield a recovery to Holders of Allowed Unsecured Claims
commensurate with that under a stand-alone reorganization, due to the cash-flow
positive nature of the Debtors newly-restructured business.

                  While several parties expressed an interest in purchasing the
Debtors' assets, the Debtors, in consultation with their advisor MBLY and the
Committee, concluded that pursuing a sale at this time was not in the best
interests of the Debtors and their various constituencies.

         V.       SUBSTANTIVE CONSOLIDATION.

                  A.       SUBSTANTIVE CONSOLIDATION FOR PURPOSES OF THE PLAN.

                  Substantive consolidation is an equitable remedy which a
bankruptcy court may be asked to apply in certain chapter 11 cases involving
affiliated debtors. As contrasted with procedural consolidation,3 substantive
consolidation may affect the substantive rights and obligations of creditors and
debtors. Substantive consolidation involves the pooling and merging of the
assets and liabilities of the affected debtors; all of the debtors in the
substantively consolidated group are treated as if they were a single
corporate/economic entity. Consequently, a creditor of one of the substantively
consolidated debtors is treated as a creditor of the substantively consolidated
group of debtors and issues of individual corporate ownership of property and
individual corporate liability on obligations are ignored. However, substantive
consolidation does not affect the debtors' separate corporate existence or
independent ownership of property for any purposes other than for making
distributions of property under a plan of reorganization or otherwise as
necessary to implement such plan.

                  Entry of the Confirmation Order will constitute the approval,
pursuant to section 105(a) of the Bankruptcy Code, effective as of the Effective
Date, of the substantive consolidation of the Debtors for all purposes related
to the Plan including, without limitation, for purposes of voting, confirmation
and distribution. For purposes of distributions on account of Allowed Claims,
the Debtors will be considered to be a single legal entity. This substantive
consolidation has three major effects. First, it eliminates Intercompany Claims
and Debtor-Held Interests from the treatment scheme. Second, it eliminates
guarantees of the obligations of one Debtor by another Debtor. Finally, each
Claim filed against any of the Debtors will be considered to be a single Claim
against the consolidated Debtors.


- ------------
(3)      Procedural consolidation is the administrative process (contemplated by
         Bankruptcy Rule 1015(b)) whereby the proceedings of two or more
         affiliated debtors are conducted as part of a single proceeding for the
         convenience of the bankruptcy court and parties in interest. Procedural
         consolidation does not affect the substantive rights of the debtors or
         their respective creditors and interest holders.



                                       27


                  B.       THE SUBSTANTIVE CONSOLIDATION OF THE DEBTORS'
                           ESTATES.

                  The Plan contemplates and is predicated upon entry of the
Substantive Consolidation Order, which shall effect the substantive
consolidation of the Chapter 11 Cases into a single Chapter 11 Case solely for
the purposes of all actions associated with confirmation and consummation of the
Plan. Pursuant to the Substantive Consolidation Order, on the Confirmation Date
or such other date as my be set by a final order of the Court, but subject to
the occurrence of the Effective Date: (a) all Intercompany Claims shall be
eliminated; (b) all assets and liabilities of the Debtors shall be merged or
treated as though they were merged; (c) all prepetition and postpetition
cross-corporate guarantees of the Debtors shall be eliminated; (d) all Claims
based upon guarantees of collection, payment or performance made by one or more
Debtors as to the obligations of another Debtor or of any other Person shall be
discharged, released and of no further force and effect; (e) any obligation of
any Debtor and all guarantees thereof executed by one or more of the Debtors
shall be deemed to be one obligation of Reorganized Oakwood; (f) any Claims
filed or to be filed in connection with any such obligation and such guarantees
shall be deemed one Claim against Reorganized Oakwood; and (g) each and every
Claim filed in the individual Chapter 11 Case of any of the Debtors shall be
deemed filed against Reorganized Oakwood in the consolidated Chapter 11 Cases
and shall be deemed a single obligation of Reorganized Oakwood under the Plan on
and after the Confirmation Date.

                  C.       ORDER GRANTING SUBSTANTIVE CONSOLIDATION.

                  Unless substantive consolidation has been approved by a prior
order of the Bankruptcy Court, the Plan shall serve as a motion seeking entry of
an order substantively consolidating the Chapter 11 Cases. Unless an objection
to substantive consolidation is made in writing by any creditor affected by the
Plan as provided in the Plan on or before the Ballot Deadline, or such other
date as may be fixed by the Bankruptcy Court, the Substantive Consolidation
Order (which may be the Confirmation Order) may be entered by the Bankruptcy
Court. In the event any such objections are timely filed, a hearing with respect
thereto shall be scheduled by the Bankruptcy Court, which hearing may, but need
not, coincide with the Confirmation Hearing.

         VI.      THE PLAN OF REORGANIZATION.

                  Attached hereto as Exhibit A, in its entirety, is the Revised
First Amended Joint Consolidated Plan Of Reorganization Of Oakwood Homes
Corporation And Its Affiliated Debtors And Debtors-In-Possession, which is fully
incorporated herein and shall be considered a portion of this Disclosure
Statement. HOLDERS OF CLAIMS AND INTERESTS AND OTHER INTERESTED PARTIES MUST
READ THE PLAN IN ITS ENTIRETY TO MAKE AN INFORMED JUDGMENT CONCERNING THE PLAN.

         VII.     FINANCIAL PROJECTIONS.

                  Attached hereto as Exhibit B are financial projections of the
consolidated Debtors containing, among other things: (a) a projected income
statement; (b) a projected balance sheet;

                                       28


and (c) a projected cash flow statement (together, the "Projections"). All of
the Projections are presented on a consolidated basis for the Debtors, and
project financial information on an annual basis for years 2003 through 2008.

                  The Projections have been prepared by or under the direction
of the Debtors' management and have not been audited. The Projections present,
to the best of the Debtors' management's current belief, the expected financial
results for the periods projected, subject to the various assumptions set forth
therein. Readers are urged to review carefully all of the notes and assumptions
included in the Projections and to consult with their own financial, legal, and
tax advisors regarding the same.

                  THE PROJECTIONS ARE BASED UPON A VARIETY OF ESTIMATES AND
ASSUMPTIONS, WHICH THOUGH CONSIDERED REASONABLE BY THE DEBTORS AT THE TIME THEY
WERE PREPARED, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT
BUSINESS, ECONOMIC, REGULATORY, LEGISLATIVE, AND COMPETITIVE UNCERTAINTIES AND
CONTINGENCIES, MANY OF WHICH ARE BEYOND THE DEBTORS' CONTROL. THE DEBTORS
CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THE
PROJECTIONS OR THE REORGANIZED DEBTORS' ABILITY TO ACHIEVE THE PROJECTED
RESULTS. SOME ASSUMPTIONS WILL INEVITABLY NOT MATERIALIZE, AND EVENTS AND
CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE
PREPARED, OR THAT WERE NOT THEN KNOWN TO THE DEBTORS, MAY BE MATERIALLY
DIFFERENT FROM THOSE ASSUMED. THE PROJECTIONS THEREFORE MAY NOT BE RELIED UPON
AS A GUARANTEE OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.

                  INFORMATION INCLUDED IN THE PROJECTIONS CONTAINS FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD LOOKING
INFORMATION IS BASED ON INFORMATION AVAILABLE WHEN SUCH STATEMENTS ARE MADE AND
IS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED IN THE STATEMENTS.

                  THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH THEIR
BUSINESS PLANS AND STRATEGIES OR PROJECTIONS OF THEIR ANTICIPATED FINANCIAL
POSITION OR RESULTS OF OPERATIONS. ACCORDINGLY, THE DEBTORS DO NOT INTEND TO,
AND DISCLAIM ANY OBLIGATION TO, FURNISH UPDATED BUSINESS PLANS OR PROJECTIONS AT
ANY TIME PRIOR TO OR AFTER THE EFFECTIVE DATE.

         VIII.    ADDITIONAL CONSIDERATIONS REGARDING RISK.

                  The following disclosures are not intended to be inclusive and
should be read in connection with the other disclosures contained in this
Disclosure Statement and the Exhibits

                                       29


hereto. You should consult your legal, financial, and tax advisors regarding the
risks associated with the Plan and the distributions you may receive thereunder.

                  RISKS ASSOCIATED WITH CONCENTRATED OWNERSHIP OF THE NEW COMMON
STOCK AND NEW WARRANTS: If the Plan is confirmed, ownership of a substantial
number and percentage of shares of the New Common Stock will be concentrated
among a relatively small number of holders. Sales of or offers to sell a
substantial number of shares of New Common Stock, or the perception by
investors, investment professionals, and securities analysts of the possibility
of such sales, could affect adversely the market for and price of the New Common
Stock to be issued under the Plan.

                  LACK OF TRADING; MARKET VOLATILITY: There can be no assurance
that a market will develop for the New Common Stock issued pursuant to the Plan
(or for any other security issued pursuant to the Plan). Although the Debtors
will use reasonable efforts to cause the New Common Stock to be listed on a
national securities exchange, it is unlikely that initial listing requirements
will be satisfied on the Effective Date. Even if such securities are
subsequently listed, there is no assurance that an active market for such New
Common Stock will develop or, if any such market does develop, that it will
continue to exist, or as to the degree of price volatility in any such market
that does develop. Accordingly, no assurance can be given as to the liquidity of
the market for the New Common Stock or the price at which any sales may occur.
Finally, any creditor or stockholder who may be considered an "underwriter"
under section 1145(b) of the Bankruptcy Code may not be able to resell the New
Common Stock (or any other securities received under the Plan) without
registration under securities laws, except in certain "ordinary course"
transactions.

                  CERTAIN RISKS ASSOCIATED WITH THE CHAPTER 11 CASES: The
Debtors are parties to various material contractual arrangements under which the
commencement of transactions contemplated by the Plan could, subject to the
Debtors' rights and powers under sections 362 and 365 of the Bankruptcy Code:
(a) result in a breach, violation, default, or conflict; (b) give other parties
thereto rights of termination or cancellation; or (c) have other adverse
consequences on the operations of the Debtors or the Reorganized Debtors. The
magnitude of any such adverse consequences may depend upon, among other factors,
the diligence and vigor with which the other parties to such contracts may seek
to assert any such rights and pursue any such remedies in respect to such
matters, and the ability of the Debtors or Reorganized Debtors to resolve such
matters on acceptable terms through negotiations with such other parties or
otherwise.

                  RISKS RELATING TO THE PROJECTIONS: The Debtors have prepared
projections in connection with the development of the Plan and to present the
projected effects of the Plan and the projected results of operations following
the Effective Date of the Plan. These projections assume the Plan and
transactions contemplated thereby will be implemented in accordance with their
terms. The assumptions and estimates underlying such projections are inherently
uncertain and are subject to, among other factors, business, economic,
legislative, and competitive risks and uncertainties that could cause actual
results to differ materially from those projected. Such uncertainties and other
factors include approval by the Bankruptcy Court of the Plan and potential
objections of third parties. Accordingly, the projections herein are not
necessarily indicative of the future financial condition, results of operations,
or equity value of the

                                       30


Reorganized Debtors, which may vary materially from those projections.
Consequently, the projections contained herein should not be regarded as a
representation or guarantee by the Debtors, the Debtors' advisors, or any other
person that the projections herein can or will be achieved.

                  ASSUMPTIONS REGARDING VALUE OF DEBTORS' ASSETS: It has been
assumed in the preparation of the projections included in this Disclosure
Statement that the historical book value of the Debtors' assets generally
approximates the fair value thereof, except for specific adjustments discussed
in the notes thereto. For financial reporting purposes, the fair value of the
assets of the Debtors (including deferred tax assets) must be determined as of
the Effective Date. Although such valuation is not presently expected to result
in values that are materially different than the values assumed in the
preparation of the projections herein, there can be no assurance with respect
thereto.

                  LEVERAGE, LIQUIDITY, AND CAPITAL REQUIREMENTS: In addition to
Cash generated by operations, the Debtors' principal sources of liquidity
following their emergence from bankruptcy will be the proceeds of loan
dispositions, exit financing in amounts necessary to repay the
debtor-in-possession financing and Cash accumulated by the Debtors during the
Chapter 11 Cases. After the Effective Date of the Plan, the Debtors expect that
in addition to working capital requirements, repayment of the Debtors'
obligations under the exit financing and any notes issued pursuant to the Plan
will impose liquidity requirements on the Debtors. Any increase in the interest
rate pertaining to this indebtedness may reduce the funds available to the
Debtors for their future operations. While the Debtors believe that they will
have adequate liquidity to meet requirements following the Effective Date of the
Plan, no assurances can be had in this regard. Any inability of the Debtors to
service their indebtedness, obtain additional financing, as needed, or comply
with the financial covenants contained in the debt instruments issued pursuant
to the Plan could have a material adverse effect on the Debtors.

                  RISING COST AND AVAILABILITY OF LABOR: There can be no
assurances that rising labor costs will not have a material adverse effect on
the Debtors in the future.

                  RISING COST AND AVAILABILITY OF SUPPLIERS AND RAW MATERIALS:
There can be no assurances that rising supplier and raw material costs will not
have a material adverse effect on the Debtors in the future.

                  HIGHLY COMPETITIVE INDUSTRY: There can be no assurance that
increased competition in the future will not adversely affect the Debtors'
financial condition and results of operations.

                  CERTAIN RISKS OF NON-CONFIRMATION: There can be no assurance
that the requisite acceptances to confirm the Plan will be received. Even if the
requisite acceptances are received, there can be no assurance that the
Bankruptcy Court will confirm the Plan. A non-accepting Holder of Claims or
Interests might challenge the adequacy of the Disclosure Statement or the
balloting procedures and results as not being in compliance with the Bankruptcy
Code and/or Bankruptcy Rules. Even if the Bankruptcy Court were to determine
that the balloting procedures and results were appropriate, the Bankruptcy Court
could still decline to confirm the Plan if it

                                       31


were to find that any of the statutory requirements for confirmation had not
been met. Section 1129 of the Bankruptcy Code sets forth the requirements for
confirmation and requires, among other things, a finding by the Bankruptcy Court
that the confirmation of the Plan is not likely to be followed by a liquidation
or a need for further financial reorganization and that the value of
Distributions to non-accepting Holders of Claims and Interests within a
particular Class under the Plan will not be less than the value of Distributions
such Holders would receive if the Debtors were liquidated under chapter 7 of the
Bankruptcy Code. While there can be no assurance that the Bankruptcy Court will
conclude that these requirements have been met, the Debtors believe that the
Plan will not be followed by a need for further financial reorganization and
that non-accepting Holders within each Class under the Plan will receive
Distributions at least as great as would be received following a liquidation
pursuant to chapter 7 of the Bankruptcy Code when taking into consideration all
administrative expenses and costs associated with any such chapter 7 case, as
set forth further in the discussion of the Liquidation Analysis in Section X of
the Disclosure Statement.

                  The confirmation and consummation of the Plan are also subject
to certain conditions. If the Plan were not to be confirmed, it is unclear
whether the restructuring could be implemented and what distribution Holders of
Claims or Interests ultimately would receive with respect to their Claims or
Interests. If an alternative plan of reorganization could not be agreed to and
confirmed, it is possible that the Debtors would have to liquidate their assets,
in which case the Debtors believe that it is likely that Holders of Claims or
Interests would receive substantially less than the treatment they will receive
pursuant to the Plan.

         IX.      CERTAIN TAX CONSEQUENCES OF THE PLAN.

                  A.       GENERAL.

                  The following discussion is a summary of certain United States
federal income tax consequences of the Plan to the Debtors and certain holders
of Claims and Interests. This description is for informational purposes only
and, due to the lack of definitive judicial or administrative authority or
interpretation, substantial uncertainties exist with respect to various tax
consequences of the Plan as discussed herein. Only the principal United States
federal income tax consequences of the Plan to the Debtors and to holders of
Claims and Interests who are entitled to vote to accept or reject the Plan are
described below. No opinion of counsel has been sought or obtained with respect
to any tax consequences of the Plan. No rulings or determinations of the
Internal Revenue Service ("IRS") or any other tax authorities have been sought
or obtained with respect to any tax consequences of the Plan, and the discussion
below is not binding upon the IRS or such other authorities. No representations
are being made regarding the particular tax consequences of the confirmation and
consummation of the Plan to the Debtors or any holder of a Claim. No assurance
can be given that the IRS would not assert, or that a court would not sustain, a
different position from any discussed herein.

                  The following United States federal income tax consequences
are based on the Internal Revenue Code of 1986, as amended (the "IRC"), Treasury
Regulations promulgated and proposed thereunder, judicial decisions and
published administrative rules and pronouncements of the IRS as in effect on the
date hereof. Changes in such rules or new interpretations thereof

                                       32


may occur, possibly with retroactive effect, and could significantly affect the
United States federal income tax consequences described below.

                  This summary does not address foreign, state or local tax
consequences or any non-income tax consequences of the Plan, nor does it purport
to address the federal income tax consequences of the Plan to special classes of
taxpayers (such as foreign taxpayers, broker-dealers, banks, mutual funds,
insurance companies, financial institutions, small business investment
companies, regulated investment companies, tax-exempt organizations, and
investors in REMICs and pass-through entities).

                  ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A
SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL
CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE URGED
TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, FOREIGN, STATE, LOCAL AND
OTHER TAX CONSEQUENCES APPLICABLE UNDER THE PLAN.

                  B.       FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS.

                           1.       CANCELLATION OF INDEBTEDNESS INCOME.

                  Upon implementation of the Plan, the amount of the Debtors'
aggregate outstanding indebtedness will be substantially reduced. In general,
the discharge of a debt obligation in exchange for an amount of cash and other
property having a fair market value (or, in the case of a new debt instrument,
an "issue price") less than the "adjusted issue price" of the debt gives rise to
cancellation of indebtedness ("COD") income to the debtor. However, COD income
that arises in a Title 11 bankruptcy case is not taxable. Instead, such COD
income reduces certain of the debtor's tax attributes, generally in the
following order: (a) net operating losses ("NOLs") for the year of the discharge
and NOL carryforwards to such year; (b) general business credit carryforwards;
(c) minimum tax credit carryforwards; (d) capital loss carryforwards; (e) the
tax basis of the debtor's depreciable and non-depreciable assets (but not below
the amount of the debtor's liabilities immediately after the discharge); and (f)
foreign tax credit carryforwards. To the extent the amount of COD income exceeds
the tax attributes available for reduction, the excess COD income is forgiven. A
debtor may elect to alter the preceding order of attribute reduction and,
instead, first reduce the tax basis of its depreciable assets and, possibly, the
depreciable assets of its subsidiaries. The reduction in tax attributes occurs
after the end of the tax year in which the debt discharge occurs.

                  On August 29, 2003, the IRS issued temporary and proposed
regulations providing rules regarding the reduction of tax attributes of a group
of affiliated corporations filing a consolidated tax return (such as the
Debtors) when one or more members of the group has COD income. In general, these
regulations provide that the COD income of a member of an affiliated group first
will reduce the NOLs and other tax attributes allocable to that member. If the
amount of COD income exceeds such member's tax attributes, the excess will be
applied to

                                       33


reduce NOLs and certain other tax attributes (other than basis in assets)
allocable to other members of the affiliated group, on a pro rata basis. To the
extent the COD income has the effect of reducing a member's basis in the stock
of a subsidiary, the subsidiary also will be required to reduce its tax
attributes (including basis in assets). The Debtors have not yet determined what
impact these new regulations will have on its NOLs and other tax attributes.

                  In certain circumstances, COD income realized by a
consolidated subsidiary that has an "excess loss account" ("ELA") may cause the
consolidated group to recognize taxable income. The Debtors have not determined
the existence or amounts of any ELAs, or whether such ELAs would become taxable
income upon implementation of the Plan.

                  As a result of the discharge of Claims pursuant to the Plan,
the Debtors expect to realize significant COD income. The amount of such COD
income and the extent of the resulting tax attribute reduction will depend, in
part, on the fair market value, as of the Effective Date, of the New Common
Stock distributed to holders of Allowed Claims. Given the magnitude of the
expected COD income, it is possible that the Debtors' NOL and capital loss
carryforwards could be significantly reduced or eliminated and that the
respective Debtors' tax basis in their assets also may be reduced.

                           2.       IRC SECTION 382 - LIMITATIONS ON NOL
                                    CARRYFORWARDS.

                  The Debtors anticipate that they will experience an "ownership
change" (within the meaning of IRC Section 382) on the Effective Date as a
result of the issuance of New Common Stock to holders of Allowed Claims pursuant
to the Plan.

                  Under IRC Section 382, if a corporation (or consolidated
group) undergoes an "ownership change," the amount of its pre-change losses
(including certain losses or deductions which are "built-in," i.e., economically
accrued but unrecognized as of the date of the ownership change) that may be
utilized to offset future taxable income generally is subject to an annual
limitation. In general, the amount of the annual limitation to which the losses
are subject is equal to the product of (i) the fair market value of the stock of
the corporation (or, in the case of a consolidated group, the common parent)
immediately before the ownership change (with certain adjustments) multiplied by
(ii) the "long-term tax-exempt rate" in effect for the month in which the
ownership change occurs (4.65% for ownership changes occurring in September
2003). For a corporation (or consolidated group) in bankruptcy that undergoes an
ownership change pursuant to a confirmed bankruptcy plan, the stock value
generally is determined immediately after (rather than before) the ownership
change, also with certain adjustments. The stock value in this case would take
into account any increase in value resulting from the surrender of creditors'
claims. In the case of "built-in" losses and deductions (such as depreciation),
the annual limitation applies only for five years after the ownership change and
only to the extent of the "net" unrealized built-in loss as of the ownership
change.

                  Any unused limitation may be carried forward, thereby
increasing the annual limitation in the subsequent taxable year. However, if the
corporation (or the consolidated group) does not continue its historic business
or use a significant portion of its historic assets in a

                                       34


new business for two years after the ownership change, the annual limitation
resulting from the ownership change is zero.

                  The operation and effect of IRC Section 382 will be materially
different from that just described if the Debtors are subject to the special
rule for corporations in bankruptcy provided in IRC Section 382(l)(5). This
special rule may apply where, immediately after a corporation's emergence from
bankruptcy, its shareholders and certain "qualified" creditors own at least 50%
of the stock of the corporation. If this rule were to apply, the Debtors'
ability to utilize their pre-Effective Date NOLs would not be limited as
described above. However, several other limitations would apply to the Debtors
under IRC Section 382(l)(5), including (a) the Debtors' NOLs would be calculated
without taking into account deductions for interest paid or accrued in the
portion of the current tax year ending on the Effective Date and all other tax
years ending during the three-year period prior to the current tax year with
respect to the Claims that are exchanged for New Common Stock pursuant to the
Plan, and (b) if the Debtors undergo another ownership change within two years
after the Effective Date, the Debtors' IRC Section 382 annual limitation with
respect to that ownership change would be zero. A corporation that qualifies for
IRC Section 382(l)(5) may elect not to have its provisions apply, in which case
the annual limitation rules described above would apply. The Debtors have not
determined whether they would qualify for IRC Section 382(l)(5), or if they
would elect to have the IRC Section 382(l)(5) rules apply to the ownership
change that is expected to arise from the consummation of the Plan.

                           3.       NET UNREALIZED BUILT-IN LOSS OR GAIN.

                  As indicated above, IRC Section 382 can operate to limit
built-in losses recognized subsequent to the date of the ownership change. If a
loss corporation (or consolidated group) has a "net unrealized built-in loss" at
the time of an ownership change (taking into account most assets and items of
"built-in" income and deductions), then any built-in losses recognized during
the following five years (up to the amount of the original net built-in loss)
generally will be treated as pre-change losses and similarly will be subject to
the annual limitation. Conversely, if the loss corporation (or consolidated
group) has a "net unrealized built-in gain" at the time of an ownership change
(taking into account most assets and items of "built-in" income and deductions),
any built-in gains recognized during the following five years (up to the amount
of the original net built-in gain) generally will increase the annual limitation
in the year recognized, such that the loss corporation (or consolidated group)
would be permitted to use its pre-change losses against such built-in gains in
addition to its regular annual allowance. Although the rule applicable to net
unrealized built-in losses generally applies to consolidated groups on a
consolidated basis, certain corporations that join the consolidated group within
the preceding five years may not be able to be taken into account in the group
computation of net unrealized built-in loss. Such corporations would
nevertheless still be taken into account in determining whether the consolidated
group has a net unrealized built-in gain. Thus, a consolidated group can be
considered to have both a net unrealized built-in loss and a net unrealized
built-in gain. In general, a loss corporation's (or consolidated group's) net
unrealized built-in gain or loss will be deemed to be zero unless it is greater
than the lesser of (i) $10 million or (ii) 15% of the fair market value of its
assets (with certain adjustments) before the ownership change. It is expected
that the Debtors will have a net unrealized built-in loss on the Effective Date.

                                       35


                           4.       ALTERNATIVE MINIMUM TAX .

                  In general, an alternative minimum tax ("AMT") is imposed on a
corporation's alternative minimum taxable income at a 20% tax rate to the extent
such tax exceeds the corporation's regular federal income tax. For purposes of
computing taxable income for AMT purposes, certain tax deductions and other
beneficial allowances are modified or eliminated. For example, a corporation is
generally not allowed to offset more than 90% of its taxable income for AMT
purposes by available NOL carryforwards.

                  In addition, if a corporation (or consolidated group)
undergoes an ownership change within the meaning of IRC Section 382 and has a
net unrealized built-in loss (as determined for AMT purposes) on the date of the
ownership change, the corporation's (or consolidated group's) aggregate tax
basis in its assets would be reduced for certain AMT purposes to reflect the
fair market value of such assets as of the change date.

                  Any AMT that a corporation pays generally will be allowed as a
nonrefundable credit against its regular federal income tax liability in future
taxable years when the corporation is no longer subject to AMT.

                  C.       FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF CLAIMS.

                  The United States federal income tax consequences of the
transactions contemplated by the Plan to a holder of Allowed Claims (including
the character, timing and amount of income, gain or loss recognized) will depend
upon, among other things, (1) whether the Claim and the consideration received
in respect thereof are "securities" for federal income tax purposes; (2) the
manner in which a holder acquired a Claim; (3) the length of time the Claim has
been held; (4) whether the Claim was acquired at a discount; (5) whether the
holder has taken a bad debt deduction with respect to the Claim (or any portion
thereof) in the current or prior years; (6) whether the holder has previously
included in its taxable income accrued but unpaid interest with respect to the
Claim; (7) the holder's method of tax accounting; and (8) whether the Claim is
an installment obligation for federal income tax purposes. Therefore, holders of
Claims should consult their own tax advisors for information that may be
relevant to their particular situations and circumstances and the particular tax
consequences to them of the transactions contemplated by the Plan. This
discussion assumes that the holder has not taken a bad debt deduction with
respect to a Claim (or any portion thereof) in the current or any prior year and
such Claim did not become completely or partially worthless in a prior taxable
year.

                           1.       ACCRUED INTEREST.

                  Under the Plan, cash or other property may be distributed or
deemed distributed to certain holders of Claims with respect to their Claims for
accrued interest. Holders of Claims for accrued interest that previously have
not included such accrued interest in taxable income will be required to
recognize ordinary interest income equal to the amount of cash or other property
received with respect to such Claims for accrued interest. Holders of Claims for
accrued interest that have included such accrued interest in taxable income
generally may take an ordinary deduction to the extent that such Claim is not
fully satisfied under the Plan (after allocating the distribution between
principal and accrued interest), even if the underlying Claim is held as a

                                       36


capital asset. The adjusted tax basis of any property received in exchange for a
Claim for accrued interest will equal the fair market value of such property of
the Effective Date, and the holding period for the property will begin on the
day after the Effective Date. The extent to which consideration distributable
under the Plan is allocable to interest is not clear. Holders of Claims are
advised to consult their own tax advisors to determine the amount, if any, of
consideration received under the Plan that is allocable to interest.

                           2.       MARKET DISCOUNT.

                  The market discount provisions of the IRC may apply to holders
of certain Claims. In general, a debt obligation (other than a debt obligation
with a fixed maturity of one year or less) that is acquired by a holder in the
secondary market (or, in certain circumstances, upon original issuance) is a
"market discount bond" as to that holder if its stated redemption price at
maturity (or, in the case of a debt obligation having original issue discount,
the revised issue price) exceeds the adjusted tax basis of the debt obligation
in the holder's hands immediately after its acquisition. However, a debt
obligation will not be a "market discount bond" if such excess is less than a
statutory de minimis amount. Gain recognized by a creditor with respect to a
"market discount bond" generally will be treated as ordinary interest income to
the extent of the market discount accrued on such bond during the creditor's
period of ownership, unless the creditor elected to include accrued market
discount in taxable income currently. A holder of a market discount bond that is
required under the market discount rules of the IRC to defer deduction of all or
a portion of the interest on indebtedness incurred or maintained to acquire or
carry the bond may be allowed to deduct such interest, in whole or in part, on
the disposition of such bond.

                           3.       HOLDERS OF CLASS FOUR CLAIMS.

                  A Holder of a Class Four Claim that receives New Common Stock
in exchange for its Claim pursuant to the Plan will realize income, gain or loss
for United States federal income tax purposes in an amount generally equal to
the difference between (1) the fair market value on the Effective Date of the
New Common Stock received in exchange for the Claim and (2) the holder's
adjusted tax basis in its Claim.

                  Whether such income, gain or loss will be recognized will
depend upon whether the exchange is treated as a "reorganization" for United
States federal income tax purposes. In turn, this depends upon, among other
things, whether any component of the Claim constitutes a "security" for United
States federal income tax purposes. The determination of whether a debt
instrument constitutes a security depends upon an evaluation of the term and
nature of the debt instrument. Generally, corporate debt instruments with
maturities of less than five years when issued are not considered securities,
while corporate debt instruments with maturities of ten years or more when
issued are considered securities.

                  If an exchange of a Claim for New Common Stock is not treated
as a reorganization, a holder of such Claim generally should, except as
described in the next sentence, recognize gain or loss for United States federal
income tax purposes in an amount equal to the difference, if any, between (1)
the fair market value of the New Common Stock (determined as of the Effective
Date) received in respect of its Claim and (2) the holder's adjusted tax basis
in its

                                       37


Claim. A holder should, however, recognize interest income to the extent it
receives New Common Stock in respect of accrued interest or accrued market
discount that have not already been included in income under the holder's method
of accounting (as described above under the headings "Accrued Interest" and
"Market Discount"). A holder's tax basis in the New Common Stock received in
respect of its Claim generally should be equal to the fair market value of such
New Common Stock on the Effective Date. The holding period for New Common Stock
received pursuant the Plan should begin on the day after the Effective Date. The
character of such gain or loss as capital gain or loss or as ordinary income or
loss will be determined by a number of factors, including the tax status of the
holder, the nature of the Claim in such holder's hands, whether the Claim
constitutes a capital asset in the hands of the holder, whether the Claim was
purchased at a discount, and whether and to what extent the holder previously
claimed a bad debt deduction with respect to its Claim.

                  If, on the other hand, a Claim is treated as a "security" and
the receipt of New Common Stock in respect of such Claim were treated as a
"reorganization" then, except as described below, (1) a holder would not
recognize any gain or loss, with respect to all or part of its Claim, (2) its
tax basis in the consideration received would reflect its tax basis in its
Claim, and (3) its holding period with respect to such consideration would
include the holding period of its Claim. A holder should, however, recognize
interest income to the extent it receives New Common Stock in respect of accrued
interest or accrued market discount that have not already been included in
income under the holder's method of accounting (as described above under the
headings "Accrued Interest" and "Market Discount"). The precise treatment of the
exchange would depend, in part, on which components of the Claim were treated as
"securities" for federal income tax purposes.

                  D.       FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF
                           NON-DEBTOR-HELD INTERESTS [CLASS 6A].

                  The receipt of New Warrants in exchange for Non-Debtor-Held
Interests pursuant to the Plan generally should be treated as a "reorganization"
for United States federal income tax purposes. Accordingly, a Holder of a
Non-Debtor-Held Interest should not recognize gain or loss for federal income
tax purposes as a result of the exchange of such Interests pursuant to the Plan.
In addition, such a holder's tax basis in the New Warrants received pursuant to
the Plan should be equal to the aggregate tax basis in its Non-Debtor-Held
Interests surrendered in exchange therefor. A holder's holding period for its
New Warrants received pursuant to the Plan should include the holding period of
its Non-Debtor-Held Interests surrendered in exchange therefor.

                  E.       INFORMATION REPORTING AND BACKUP WITHHOLDING.

                  Certain payments, including payments in respect of accrued
interest or market discount, are generally subject to information reporting by
the payor to the IRS. Moreover, such reportable payments are subject to backup
withholding under certain circumstances. Under the IRC's backup withholding
rules, a United States holder may be subject to backup withholding at the
applicable rate with respect to certain distributions or payments pursuant to
the Plan, unless the holder (a) comes within certain exempt categories (which
generally include corporations) and, when required, demonstrates this fact or
(b) provides a correct United States taxpayer

                                       38


identification number and certifies under penalty of perjury that the holder is
a United States person, the taxpayer identification number is correct and that
the holder is not subject to backup withholding because of a failure to report
all dividend and interest income.

                  Backup withholding is not an additional tax. Amounts withheld
under the backup withholding rules may be credited against a holder's United
States federal income tax liability, and a holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing an
appropriate Claim for refund with the IRS.

         X.       CONFIRMATION PROCEDURES.

                  PERSONS CONCERNED WITH CONFIRMATION OF THE PLAN SHOULD CONSULT
WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF REORGANIZATION
IS VERY COMPLEX. The following discussion is intended solely for the purpose of
alerting readers about certain basic Plan confirmation issues, which they may
with to consider. The Debtors CANNOT and DO NOT represent that the discussion
contained below is a comprehensive summary of the law on this topic.

                  Many requirements must be met before the Bankruptcy Court can
confirm the Plan. Some of the requirements discussed in this Disclosure
Statement include acceptance of the Plan by the Voting Classes, whether the Plan
can be confirmed even if one or more classes do not accept the Plan, whether the
Plan pays creditors at least as much as creditors would receive in a Chapter 7
liquidation, and whether the Plan is feasible. These requirements, however, are
not the only requirements for confirmation.

                  A.       VOTING AND RIGHT TO BE HEARD AT CONFIRMATION.

                           1.       WHO MAY SUPPORT OR OBJECT TO CONFIRMATION OF
                                    THE PLAN.

                  Any party in interest may support or object to the
confirmation of the Plan. As explained in further detail below, entities that
may not have a right to vote (e.g., entities whose Claims or Interests belong to
an Unimpaired Class or to a Class that will receive no Distribution under the
Plan) may still have a right to support or object to the confirmation of the
Plan.

                                       39



                           2.       WHO MAY VOTE TO ACCEPT OR REJECT THE PLAN.

                  A creditor generally has a right to vote for or against the
Plan if that creditor has a Claim that is both "allowed" for purposes of voting
and classified in an Impaired Class. Notwithstanding the foregoing, under
section 1126(g) of the Bankruptcy Code, impaired classes that will neither
receive nor retain any consideration under a plan are deemed to have rejected
the plan and do not vote.

                  Under the Plan, only Holders of Allowed Claims and Interests
in Classes 2G, 3, 4D, 4E and 6A and those Holders who are the beneficial holders
of Allowed Claims in Classes 4A, 4B, and 4C (the aforementioned "Voting
Classes") are entitled to vote on the Plan. Holders of Claims in Classes 1, 2A,
2B, 2C, 2D, 2E, 2F, 2H, 2I, 2J, 2K and 2L are Unimpaired and deemed to have
accepted the Plan. Holders of Claims and Interests in Classes 5 and 6B are
Insiders whose Claims or Interests will be substantively consolidated pursuant
to the Substantive Consolidation Order and are not entitled to vote on the Plan.

                           3.       WHAT IS AN ALLOWED CLAIM FOR VOTING
                                    PURPOSES.

                  As noted above, a creditor's Claim must be "allowed" for
purposes of voting in order for such creditor to have the right to vote.
Generally, for voting purposes a Claim is deemed "allowed," absent an objection
to the Claim, if: (a) a proof of Claim was timely filed, or (b) if no proof of
Claim was filed, the Claim is identified in the Debtors' Schedule of Assets and
Liabilities as other than "disputed," "contingent," or "unliquidated," and an
amount of the Claim is specified in the Schedules of Assets and Liabilities, in
which case the Claim will be deemed allowed for the specified amount. In either
case, when an objection to a Claim is filed, the creditor holding the Claim
cannot vote unless the Bankruptcy Court, after notice and hearing, either
overrules the objection, or allows the Claim for voting purposes. Moreover,
Bankruptcy Rule 3018(a) provides that, with respect to Holders of Senior Notes,
Junior Notes, B-Piece Certificates and Old Common Stock, such Holders must be of
record on the date that the Disclosure Statement is approved under section 1125
of the Bankruptcy Code in order to vote on the Plan.

                  Note that the definition of "Allowed Claim" used in the Plan
for purposes of determining whether creditors are entitled to receive
Distributions thereunder may differ materially from that used by the Bankruptcy
Court to determine whether a particular Claim is "allowed" for purposes of
voting. Holders of Claims are advised to review the definitions of "Allowed
Claim" and "Disputed Claim" in the Plan to determine whether they may be
entitled to receive distributions under the Plan.

                           4.       WHAT IS AN IMPAIRED CLASS OF CLAIMS OR
                                    INTERESTS.

                  As noted above, a Claim or Interest that is "allowed" for
voting purposes only has the right to vote if it is in a Class that is Impaired
under the Plan and if that Class will receive or retain any consideration under
the Plan. A Class is Impaired if the Plan alters the legal, equitable, or
contractual rights of the Holders of Claims or Interests of that Class. As
noted,

                                       40


under the Plan, all Classes are Impaired except Classes 1, 2A, 2B, 2C, 2D, 2E,
2F, 2H, 2I, 2J, 2K and 2L.

                           5.       WHO IS NOT ENTITLED TO VOTE.

                  The Holders of the following types of Claims are not entitled
to vote: (a) Claims that have been disallowed; (b) Claims that are subject to a
pending objection and that have not been allowed for voting purposes; (c) Claims
in Unimpaired Classes; (d) Claims entitled to priority pursuant to sections
507(a)(1), 507(a)(2), and 507(a)(7) of the Bankruptcy Code; and (e) Claims in
Classes that do not receive or retain any property under the Plan. Holders of
Claims and Interests in Unimpaired Classes are not entitled to vote because such
Classes are deemed to have accepted the Plan. Holders of Claims entitled to
priority pursuant to sections 507(a)(1), 507(a)(2), and 507(a)(7) of the
Bankruptcy Code are not entitled to vote because such Claims are not placed in
Classes and they are required to receive certain treatment specified by the
Bankruptcy Code. Claims and Interests in Classes that do not receive or retain
any property under the Plan do not vote because such Classes are deemed to have
rejected the Plan. Even if your Claim or Interest is of the type described
above, you may still have a right to support or object to the confirmation of
the Plan.

                           6.       VOTES NECESSARY TO CONFIRM THE PLAN.

                  The Court cannot confirm the Plan unless: (a) at least one
Impaired Class has accepted the Plan without counting the votes of any Insiders
within that Class; and (b) either all Impaired Classes have voted to accept the
Plan, or the Plan is eligible to be confirmed by "cramdown" with respect to any
dissenting Impaired Class as discussed in section 1129(b) of the Bankruptcy
Code.

                           7.       VOTES NECESSARY FOR A CLASS TO ACCEPT THE
                                    PLAN.

                  A Class of Claims is considered to have accepted the Plan when
more than one-half (1/2) in number and at least two-thirds (2/3) in dollar
amount of the Claims that actually voted have voted in favor of the Plan.

                           8.       TREATMENT OF NON-ACCEPTING CLASSES.

                  As noted above, even if all Impaired Classes do not accept the
proposed Plan, the Bankruptcy Court may nonetheless confirm the Plan if the
non-accepting Classes are treated in the manner required by the Bankruptcy Code.
The process by which a Plan is confirmed despite rejections by non-accepting
Classes and made binding on those Classes is commonly referred to as a
"cramdown." The Bankruptcy Code allows the Plan to be "crammed down" on
non-accepting Classes of Claims or Interests if the Plan meets the requirements
of section 1129(a)(1) through (a)(7) and 1129(a)(9) through (a)(13) of the
Bankruptcy Code and if the Plan does not "discriminate unfairly" and is "fair
and equitable" with respect to non-accepting Classes as those terms are defined
in section 1129(b) of the Bankruptcy Code section.

                                       41


                           9.       REQUEST FOR CONFIRMATION DESPITE
                                    NON-ACCEPTANCE BY IMPAIRED CLASSES.

                  The Debtors have asked the Bankruptcy Court to confirm this
Plan by cramdown on any Classes that are deemed to have rejected the Plan and on
any Impaired Voting Class that does not vote to accept the Plan.

                  B.       HYPOTHETICAL LIQUIDATION ANALYSIS.

                  Another confirmation requirement is the "Best Interest Test"
or "Hypothetical Liquidation Test" incorporated in section 1129(a)(7) of the
Bankruptcy Code. The test applies to individual Holders of Unsecured Claims and
Holders of Interests that are both (i) in Impaired Classes under the Plan, and
(ii) do not vote to accept the Plan. Section 1129(a)(7) of the Bankruptcy Code
requires that such Holders of Unsecured Claims and Holders of Interests receive
or retain an amount under the Plan not less than the amount that such Holders
would receive or retain if the Debtors were to be liquidated under chapter 7 of
the Bankruptcy Code.

                  The Debtors do not intend that their Chapter 11 Cases actually
will be converted to chapter 7 liquidations. However, in order to apply the Best
Interest Test, the Debtors have prepared a hypothetical liquidation analysis
attached hereto as Exhibit C. The hypothetical liquidation analysis projects an
estimate of what Holders of Unsecured Claims and Holders of Interests might
receive in the event the Debtors' Chapter 11 Cases were to be converted to
chapter 7 cases and the Debtors' assets subsequently liquidated. THE DEBTORS'
HYPOTHETICAL LIQUIDATION ANALYSIS IS BASED UPON ASSUMPTIONS THAT THE DEBTORS
BELIEVE TO BE REASONABLE BASED UPON THE BEST INFORMATION AVAILABLE TO THEM.
HOWEVER, THERE ARE NUMEROUS ECONOMIC, LEGAL, OPERATIONAL, AND OTHER
UNCERTAINTIES THAT COULD DRAMATICALLY CHANGE THE RESULTS IN AN ACTUAL
LIQUIDATION. MOREOVER, BECAUSE THE BUSINESSES IN WHICH THE DEBTORS' OPERATE ARE
HIGHLY REGULATED, THERE MAY BE SIGNIFICANT REGULATORY CONSEQUENCES AND
RESTRICTIONS IN A LIQUIDATION THAT CANNOT BE PREDICTED WITH ANY CERTAINTY. THUS,
THERE CAN BE NO GUARANTY THAT AN ACTUAL LIQUIDATION OF THE DEBTORS WOULD RESULT
IN THE PROJECTED RECOVERIES FOR HOLDERS OF UNSECURED CLAIMS AND HOLDERS OF
INTERESTS.

                  In a typical chapter 7 case, a trustee is elected or appointed
to liquidate the debtor's assets for distribution to creditors in accordance
with the priorities set forth in the Bankruptcy Code. Secured creditors
generally are paid first from the sales proceeds of properties securing their
liens. If any assets are remaining in the bankruptcy estates after the
satisfaction of secured creditors' claims from their collateral, administrative
expenses generally are next to receive payment. Unsecured creditors are paid
from any remaining sales proceeds, according to their respective priorities.
Unsecured creditors with the same priority share in proportion to the amount of
their allowed claims in relationship to the total amount of allowed claims held
by all unsecured creditors with the same priority. Finally, equity interest
holders receive the balance that remains, if any, after all creditors are paid.

                  The hypothetical liquidation analysis included in Exhibit C to
this Disclosure Statement projects that Holders of Unsecured Claims and Holders
of Interests would receive less consideration in the event the Debtors were to
be liquidated under chapter 7 of the Bankruptcy Code than under this Plan.
Moreover, it is projected that Holders of Secured Claims would

                                       42


receive less than payment in full. Under the Plan, Holders of Priority Non-Tax
Claims will receive payment in full, and most Holders of Unsecured Claims will
receive Distributions of New Common Stock or Cash. Thus, the Debtors believe
that all creditors will receive at least as favorable treatment under the Plan
as they would in a hypothetical liquidation, and in fact, most creditors will
receive far better treatment under the Plan. Holders of Old Common Stock will
receive New Warrants under either the Plan or in a hypothetical liquidation, and
thus would not be better off in a liquidation.

                  C.       FEASIBILITY.

                  The Bankruptcy Code requires that, in order for the Plan to be
confirmed, the Debtors must demonstrate that consummation of the Plan is not
likely to be followed by the liquidation or the need for further financial
reorganization of the Debtors.

                  For purposes of determining whether the Plan meets the
feasibility requirement, the Debtors have analyzed their ability to meet their
obligations under the Plan. Based upon the Projections set forth in Exhibit B
hereto, which show continued availability under the Debtors' revolving line of
credit and net operating income in years 2003 through 2008, the Debtors believe
that the Plan is feasible and that they will be able to make all payments
required to be made pursuant to the Plan. HOLDERS OF CLAIMS AND INTERESTS ARE
ADVISED TO REVIEW CAREFULLY THE CAUTIONARY STATEMENTS INCLUDED IN SECTION I OF
THIS DISCLOSURE STATEMENT AND THE ASSUMPTIONS INCLUDED IN THE PROJECTIONS IN
CONNECTION WITH THEIR REVIEW OF THE SAME. AS NOTED THEREIN, ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE PROJECTED.

                  D.       ALTERNATIVES TO THE PLAN.

                  If the Plan is not confirmed, in which case the Debtors
default under the terms of the Final DIP Agreement, the Debtors (or if the
Debtors' exclusive period in which to file a plan has expired, any other party
in interest) could attempt to formulate a different plan. Such a plan might
involve a sale or an orderly liquidation of the Debtors assets. The Debtors have
explored various alternatives in connection with the formulation and development
of the Plan. They believe that the Plan, as described herein, enables creditors
to realize the most value under the circumstances. In a liquidation under
chapter 11, the Debtors' assets could be sold in an orderly fashion over a more
extended period of time than in a liquidation under chapter 7, possibly
resulting in somewhat greater (but indeterminate) recoveries than would be
obtained in a chapter 7 case, and the expenses for professional fees would most
likely be lower than those incurred in a chapter 7 case. Although preferable to
a chapter 7 liquidation, the Debtors believe that a liquidation under chapter 11
is a much less attractive alternative to creditors than the Plan because of the
greater returns potentially provided by the Plan.

                  The likely form of any liquidation would be the sale of
individual assets. Based on this analysis, it is likely that a liquidation of
the Debtors' assets would produce less value for distribution to creditors than
that recoverable in each instance under the Plan. In the opinion of the Debtors,
the recoveries projected to be available in liquidation are not likely to afford
Holders of Claims as great a realization potential as does the Plan.

                                       43


         XI.      RECOMMENDATION AND CONCLUSION.

                  The Debtors believe that confirmation and implementation of
the Plan are preferable to any of the feasible alternatives because the Plan
will provide substantially greater recoveries for creditors. ACCORDINGLY, THE
DEBTORS URGE HOLDERS OF IMPAIRED CLAIMS TO VOTE TO ACCEPT THE PLAN BY SO
INDICATING ON THEIR BALLOTS AND RETURNING THEM AS SPECIFIED IN THIS DISCLOSURE
STATEMENT AND ON THE BALLOTS.

Dated: September 9, 2003                NEW DIMENSION HOMES, INC.
Wilmington, Delaware

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        DREAM STREET COMPANY, LLC


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        OAKWOOD SHARED SERVICES, LLC


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        HBOS MANUFACTURING, LP

                                        By: Oakwood Mobile Homes, Inc., General
                                            Partner

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President



                                       44



                                        OAKWOOD MHD4, LLC


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        OAKWOOD ACCEPTANCE CORPORATION, LLC


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        OAKWOOD HOMES CORPORATION


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Executive Vice President


                                        OAKWOOD MOBILE HOMES, INC.


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        SUBURBAN HOME SALES, INC.


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                       45



                                        FSI FINANCIAL SERVICES, INC.


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        HOME SERVICE CONTRACT, INC.


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name: Robert A. Smith
                                            Title:   Vice President


                                        TRI-STATE INSURANCE AGENCY, INC.


                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President


                                        GOLDEN WEST LEASING, LLC


                                        By: /s/ Randelle R. Smith
                                            ------------------------------------
                                            Name:  Randelle R. Smith
                                            Title: Vice President


                                        CREST CAPITAL, LLC


                                        By: /s/ Randelle R. Smith
                                            ------------------------------------
                                            Name:  Randelle R. Smith
                                            Title: Vice President


                                       46




                                        PREFERRED HOUSING SERVICES, LP

                                        By: Oakwood Mobile Homes, Inc., General
                                            Partner

                                        By: /s/ Robert A. Smith
                                            ------------------------------------
                                            Name:  Robert A. Smith
                                            Title: Vice President

                                               -and-


                                        MORRIS, NICHOLS, ARSHT & TUNNELL

                                        /s/ Daniel B. Butz
                                        ----------------------------------------
                                        Robert J. Dehney (No. 3578)
                                        Derek C. Abbott (No. 3376)
                                        Michael G. Busenkell (No. 3933)
                                        Gilbert R. Saydah, Jr. (No. 4304)
                                        Gregory T. Donilon (No. 4244)
                                        Daniel B. Butz (No. 4227)
                                        1201 North Market Street
                                        P.O. Box 1347
                                        Wilmington, Delaware 19899-1347
                                        (302) 658-9200

                                               - and -

                                        RAYBURN COOPER & DURHAM, P.A.
                                        C. Richard Rayburn, Jr.
                                        Albert F. Durham
                                        Patricia B. Edmondson
                                        1200 Carillon, 227 West Trade Street
                                        Charlotte, North Carolina 28202-1675
                                        (704) 334-0891






                                       47




                                                                       EXHIBIT A


               [see Revised First Amended Plan of Reorganization
                   attached to this Form 8-K as Exhibit 99.2]

                                                                       EXHIBIT B


[OAKWOOD HOMES LOGO]
===============================================================================



[OAKWOOD HOMES LOGO]



FINANCIAL ANALYSIS
===============================================================================


                                    Page 1

[OAKWOOD HOMES LOGO]

                               TABLE OF CONTENTS

                                                                                                    
INTRODUCTION.............................................................................................3
BASIS OF PRESENTATION....................................................................................4
   SALES VOLUME AND PRICING - RETAIL AND MANUFACTURING...................................................5
   FINANCE REVENUE - OAKWOOD ACCEPTANCE CORPORATION......................................................6
   INSURANCE COMMISSIONS.................................................................................7
   COST OF GOODS SOLD AND GROSS MARGIN...................................................................7
   SELLING AND GENERAL ADMINISTRATIVE EXPENSES...........................................................7
   WHOLE LOAN SALES / SECURITIZATIONS....................................................................8
   FEDERAL INCOME TAXES..................................................................................8
   WORKING CAPITAL.......................................................................................8
   CAPITAL EXPENDITURES..................................................................................9
FINANCIAL ANALYSIS......................................................................................10
   SCHEDULE 1 - INCOME STATEMENT........................................................................11
   SCHEDULE 2 - PRO FORMA FRESH START BALANCE SHEET.....................................................12
   SCHEDULE 3 - BALANCE SHEET...........................................................................13
   SCHEDULE 4 - DEBT BALANCE SUMMARY................................................................... 14
   SCHEDULE 5 - STATEMENTS OF CASH FLOWS................................................................15
   SCHEDULE 6 - CONSOLIDATED RECOVERY...................................................................16




                                    Page 2

[OAKWOOD HOMES LOGO]

INTRODUCTION

Oakwood, which was founded in 1946, designs, manufactures and markets
manufactured and modular homes and arranges financing for a portion of its
retail and independent dealer network sales. The Company also acts as agent in
providing a variety of insurance products for its customers. Prior to 2003, the
Company had a captive reinsurance subsidiary located in Bermuda.

The Company operates three distinct and inter-related business divisions: (i)
manufacturing, (ii) retail and (iii) consumer finance. Vertical integration of
these segments enables the Company to address and control the primary factors
that shape a customer's home buying decision, including product features and
design, quality of materials and workmanship, the retail selling process and
the availability of financing options and service after each sale.

The Company currently operates 14 manufacturing plants and 99 Company-owned and
operated sales centers across the U.S. In addition, Oakwood sells its homes
through approximately 600 independent retailers located throughout the U.S.

Oakwood finances or arranges financing for certain of its retail unit sales
through its consumer finance subsidiary Oakwood Acceptance Corp. ("OAC"). For
those homes financed through OAC, the Company securitizes these loans in the
asset-backed securities market or sells the loans in whole loan transactions.
OAC's activities include both the origination and servicing of manufactured
home loans.

The Company is headquartered in Greensboro, NC and as of May 31, 2003, had
5,254 employees.


                                    Page 3

[OAKWOOD HOMES LOGO]

BASIS OF PRESENTATION

The Forecast for 2003 through 2008 has been prepared by management based upon
assumptions they believe represent the most likely of many possible outcomes
for a number of key issues and events critical to Oakwood's future. The
following reflect the significant assumptions included in the Financial
Analysis:

         -        Management assumes the confirmation of the Plan in accordance
                  with its terms and that all transactions contemplated by the
                  Plan will be consummated on or about the Effective Date of
                  November 15, 2003. Payments to selected creditors to date and
                  over time are reflected in existing court orders and in
                  accordance with the terms of the Plan.

         -        The Plan contemplates that the creditors will receive more
                  than 50% of equity and thus there will be a change in control
                  upon emergence from Chapter 11. Therefore in accordance with
                  Statement of Position 90-7, issued by the American Institute
                  of Certified Public Accountants, Oakwood Homes will adopt
                  fresh-start accounting.

         -        Although the fiscal year end has been changed to June 30, the
                  forecast has been prepared on a September year-end for ease
                  of comparability to reported historical results.

         -        The year ended September 30, 2003 includes a combination of
                  actual results through May 2003 and forecasted financial
                  results through the remainder of the year.

         -        The rate of inflation in the forecast is assumed to be 3%
                  each year during the Forecast period.

         -        The Forecast reflects Oakwood operating as a single
                  enterprise.

         -        The forecast includes information presented on a same sales
                  center and same plant basis for sake of comparability and for
                  a clearer understanding of the significant restructuring
                  Oakwood has undertaken. Oakwood is currently operating 99
                  sales centers. Oakwood has closed 5 of 19 plants since the
                  beginning of FY 2003 and anticipates the idling of an
                  additional plant in FY 2004.

         -        Retail sales consist of sales to consumers from company-owned
                  sales centers. Wholesale sales consist of sales to
                  independent dealers.

         -        The following chart reflects a summary P&L for Oakwood with
                  forecasts from 2003 through 2008.


                                    Page 4

[OAKWOOD HOMES LOGO]

                    CONSOLIDATED INCOME STATEMENT - SUMMARY
                               ($'s in thousands)



                           ACTUAL         ACTUAL        FORECAST      FORECAST     FORECAST    FORECAST    FORECAST    FORECAST
FYE SEPTEMBER 30            2001           2002           2003          2004         2005        2006        2007        2008
                         ----------     ----------     ----------     --------     --------    --------    --------    --------

                                                                                               
REVENUE
  Net Sales
    Retail               $  653,515     $  515,849     $  307,814     $249,307     $286,631    $306,945    $328,741    $355,665
    Wholesale               351,605        410,686        317,709      327,908      363,570     383,051     403,586     425,285
  Net Sales               1,005,120        926,535        625,524      577,215      650,201     689,996     732,327     780,950
  Financial Services
    Income
    Consumer Finance         42,352        (37,412)       (73,030)      53,935       50,064      47,753      46,890      49,797
    Insurance                38,948         29,938          8,111        4,278        4,066       3,945       3,884       3,852
  Financial Services
    Income                   81,300         (7,474)       (64,920)      58,214       54,131      51,699      50,774      53,649
  Other Income                9,285          7,553          9,804        4,941        5,704       6,104       6,533       7,064
                         ----------     ----------     ----------     --------     --------    --------    --------    --------

TOTAL REVENUES           $1,095,705     $  926,614     $  570,408     $640,369     $710,035    $747,798    $789,634    $841,664
                         ----------     ----------     ----------     --------     --------    --------    --------    --------
  Gross Profit
    Percent Based
    on Net Sales               20.9%          23.5%          18.9%        24.6%        25.5%       25.8%       26.2%       26.7%
                         ----------     ----------     ----------     --------     --------    --------    --------    --------
TOTAL COST AND
  EXPENSES               $  442,486     $  417,451     $  265,013     $199,538     $198,214    $200,131    $201,946    $208,545
                         ----------     ----------     ----------     --------     --------    --------    --------    --------
INCOME BEFORE INCOME
  TAXES                    (176,049)      (271,780)      (410,088)       3,830       27,558      35,530      47,564      60,915
                         ----------     ----------     ----------     --------     --------    --------    --------    --------
  Provision for Income
    Taxes                        --        (78,729)            --        4,272       11,023      14,212      19,026      24,366
                         ----------     ----------     ----------     --------     --------    --------    --------    --------
NET INCOME               $ (176,049)    $ (193,051)    $ (410,088)    $   (442)    $ 16,535    $ 21,318    $ 28,538    $ 36,549
                         ==========     ==========     ==========     ========     ========    ========    ========    ========



PRINCIPAL ASSUMPTIONS

SALES VOLUME AND PRICING - RETAIL AND MANUFACTURING

Manufacturing sales include both external wholesale sales to independent
dealers and internal sales to company owned sales centers (such internal sales
being eliminated in the Company's consolidated financial statements) The
manufacturing forecast assumes a marginal price increase for external sales
from 2003 to 2004 and then 2% price increases through 2008. External shipments
of floors are forecast to grow by 3.9%, on average, per annum from 2003 through
2008. The Company forecasts a modest recovery in the manufacturing housing
industry by mid 2005.


                   SAME PLANT/SAME STORE SUMMARY INFORMATION
                                ($ in millions)



                                     ACTUAL                                    FORECAST
                                ----------------    -------------------------------------------------------------
FYE SEPTEMBER 30                 2001      2002      2003       2004       2005       2006       2007       2008
                                ------    ------    ------     ------     ------     ------     ------     ------

                                                                                   
FINANCIAL DATA
External Manufacturing Sales    $280.5    $332.1    $294.6     $327.9     $363.6     $383.1     $403.6     $425.3
Retail Sales                     238.7     284.8     230.0      248.0      286.6      306.9      328.7      355.7
MFG. SALES + RETAIL SALES       $628.7    $665.5    $524.6     $576.0     $650.2     $690.0     $732.3     $781.0
% growth (External Sales)                  -15.9%    -21.2%       9.8%      12.9%       6.1%       6.1%       6.6%


As consumer demand is moving to more upscale models with more amenities, the
retail forecast assumes a 2.6%, on average, per annum same store price increase
from 2003 to 2008, based on the 99 remaining stores. While unit sales are
projected to be down 35% from 2003 to 2004 in absolute terms because of the
impact of store closings, on a same store basis, units are projected to grow by
6.0%, on average, per annum. Retail sales also


                                    Page 5

[OAKWOOD HOMES LOGO]

include the sales of used units and other miscellaneous revenue generally
associated with insurance commissions, collectively representing less than 2%
of retail sales.

FINANCE REVENUE - OAKWOOD ACCEPTANCE CORPORATION

Oakwood Acceptance Corporation (OAC) has two primary sources of income;
servicing income from loans that are securitized and serviced by OAC and
interest income. As part of the securitization process, OAC historically has
retained the contractual right to service all securitized loans in exchange for
a monthly cash servicing fee generally between 1.0%-1.5% (on an annualized
basis) of the principal balance of loans being serviced. The pooling and
servicing agreements between the Company and the REMIC trusts historically
mandated that the servicing fee be subordinated to all payments to REMIC
bondholders, resulting in a substantially lower percentage of fees actually
being collected by the Company.

In December 2002 and January 2003, the Bankruptcy Court entered into a final
order authorizing OAC to elevate its servicing fees to a senior position which
has materially increased the cash servicing fees received by the Company. OAC
is expected to continue receiving a servicing fee of approximately 1.10% (on an
annualized basis) on its securitized loan portfolio from 2003 through 2008.

Interest income is derived from three main sources: interest on loans held for
sale; interest on REMIC Regular Interests, and interest income on REMIC
Residual Interests. As Oakwood originates loans, the balance of the loans held
for sale increases incrementally.


                  FINANCE DIVISION SUMMARY INCOME INFORMATION
                                  ($ millions)



                                ACTUALS                                      FORECAST
                          ------------------      ------------------------------------------------------------------
FYE SEPTEMBER 30           2001        2002        2003        2004        2005        2006        2007        2008
                          ------      ------      ------      ------      ------      ------      ------      ------

                                                                                      
Financial Services
Revenues
 Interest Income          $ 38.8      $ 18.0      $ 22.9      $ 14.3      $ 15.7      $ 15.6      $ 16.4      $ 20.3
 Servicing Fees             29.5        40.2        46.5        33.4        32.4        30.6        29.2        27.8
 Gain/(Loss) on Sale
  of Loans                  (5.5)      (95.2)      (48.1)        3.9         0.0         0.0         0.0         0.0
 Other Income                1.7         0.6         0.4         2.3         2.0         1.6         1.3         1.7
 LOCOM Adjustment            0.0         0.0       (88.3)        0.0         0.0         0.0         0.0         0.0
 Residual Charges          (22.1)       (1.0)       (6.4)        0.0         0.0         0.0         0.0         0.0
                          ------      ------      ------      ------      ------      ------      ------      ------
Total Financial
 Services Revenue         $ 42.4      $(37.4)     $(73.0)     $ 53.9      $ 50.1      $ 47.8      $ 46.9      $ 49.8

SERVICING FEES DETAIL
Cash Servicing Fees       $ 38.9      $ 32.6      $ 52.5      $ 42.8      $ 39.7      $ 36.8      $ 34.8      $ 32.9
Amortization of
 Servicing Asset/Liab       (9.4)        7.6        (6.0)       (9.4)       (7.3)       (6.2)       (5.7)       (5.1)
                          ------      ------      ------      ------      ------      ------      ------      ------
Servicing Fees            $ 29.5      $ 40.2      $ 46.5      $ 33.4      $ 32.4      $ 30.6      $ 29.2      $ 27.8

Average Portfolio Size     4,819       5,008       4,821       4,001       3,644       3,390       3,201       3,047
New Originations             864         768         391         182         205         217         231         246
Implied Servicing
 Basis Points               0.81%       0.65%       1.09%       1.07%       1.09%       1.09%       1.09%       1.08%



                                    Page 6

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INSURANCE COMMISSIONS

In early FY2003, the Company decided to exit the third party reinsurance
business in order to reallocate capital to the Company's core businesses.
Effective November 1, 2002, the Company's captive reinsurance subsidiary ceased
to underwrite new policies.

Following the closure of its captive insurance business in November 2002, the
capital requirements and administrative costs of the Company's insurance
operations have been substantially reduced relative to historical levels.

The Company has arranged for a 30% commission on all insurance policies
referred to a large insurer for the remainder of FY 2003 through FY 2008.

COST OF GOODS SOLD AND GROSS MARGIN

Oakwood's gross profit as a percentage of sales is forecasted to improve from
18.9% in 2003 to 24.6% in 2004. Gross profit margin for 2002 was 23.5%. The
increase in gross profit is driven by three main factors:

         -        Increases in prices at both manufacturing and retail due to a
                  shift in product mix;

         -        The reduction in bulk and closeout sales as seen in 2003 due
                  to the closure of sales centers and plants; and,

         -        Cost reductions and the closure of inefficient plants and
                  sales centers.

From 2004 through 2008, gross profit is assumed to improve from 24.6% in 2004
to 26.7% in 2008.

On a same store, same plant basis, pro forma basis, 2002 gross profit was
25.9%, 2003 is forecasted to be 23.5% and 2004 is forecasted to be 24.6%. The
increase from 2003 to 2004 is primarily attributed to the write down of PP&E
and depreciation associated with fresh-start accounting and increases in
average selling price.

SELLING AND GENERAL ADMINISTRATIVE EXPENSES

Selling and General Administrative Expenses (SG&A) for the Housing Division,
which includes Retail, Manufacturing and Corporate is forecasted to grow at 5%
annually from 2004 through 2008. Headcount at corporate has been reduced from
204 in 2002 to 152 in 2003. Overall, the operational restructuring has caused
the Company's headcount to be reduced from 7,466 on October 1, 2002 to 5,254 as
of May 31, 2003. The reductions have primarily occurred in the Company's retail
and manufacturing operating divisions as a result of closing stores and plants.

SG&A for the Finance division is forecasted to decline with the reduction in
the size of the loan portfolio being serviced and reduced loan originations.
Loans underwritten to higher credit standards should also have lower default
rates and lower servicing costs.


                                    Page 7

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WHOLE LOAN SALES/SECURITIZATIONS

As part of the securitization/whole loan sales process, Oakwood forecasts
whole loan sales for the remainder of 2003 and selling loans on a servicing
released basis for all of 2004. For the years 2005 through 2008, Oakwood
forecasts securitizing loans with 90% cash proceeds, 8% creation of
subordinated Residual Assets and a 2% Servicing Asset.

                    FINANCE DIVISION SECURITIZATION SUMMARY
                                  ($ millions)



                                     ACTUALS                                            FORECAST
                                -------------------       ------------------------------------------------------------------
FYE SEPTEMBER 30                 2001         2002         2003         2004         2005        2006       2007        2008
                                ------       ------       ------       ------        ----        ----       ----        ----

                                                                                                
% Retail Units Financed           67.7%        67.6%        30.1%        25.9%       25.9%       25.9%      25.9%       25.9%
% Wholesale Units Financed        26.6%        38.7%        29.7%        21.0%       21.0%       21.0%      21.0%       21.0%

Securitizations/Whole
 Loan Sales
 Amount of
  Securitizations ($)           $  735       $  800       $  260       $  258         269         215        24O         233
 % Cash Proceeds                  95.1%        93.0%        80.5%        90.0%       90.0%       90.0%      90.0%       90.0%
 % B/X Pieces                      5.3%         6.0%         0.0%         8.0%        8.0%        8.0%       8.0%        8.0%
 % Servicing Asset                 1.2%         1.0%         0.0%         2.0%        2.0%        2.0%       2.0%        2.0%
 % Gain (Loss)                     1.6%         0.1%       -19.5%         0.0%        0.0%        0.0%       0.0%        0.0%


Originations are forecasted to decline significantly due to the brokerage of
land home loans, tightening of credit and reduction of overall sales volumes
due to the closure of retail centers and manufacturing plants. The percent of
retail units/wholesale units financed is forecasted to declined significantly
as illustrated above.

INCOME TAXES

The effective tax rate is projected to be 40% post emergence in November 2003
through FY 2008.

WORKING CAPITAL

Working capital borrowings are based on timing of loan securitizations/ whole
loan sales, other working capital items and can fluctuate significantly. Note
that there are $10 to $20 million intra month fluctuations due to the timing of
loan originations, servicing advances and loan eligibility in the warehouse.
This swing is usually resolved by the end of the month. These requirements are
to be met through availability of either cash or working capital requirements.
The working capital borrowing balance is initially calculated to be the amount
(in round millions) necessary to maintain month end cash balance of $20
million.

The Company's LCs are currently cash collaterized. To the extent an exit
facility is used to collateralize the LCs, the restricted cash would be
available for alternative uses. Although the Company is negotiating an exit
financing facility through which it hopes to eliminate cash collaterization of
LCs, the forecast currently assumes that the LCs continue to be cash
collaterized. The cash collateralizing the LCs in the projected balance sheet
is included in Other Assets.


                                    Page 8

[OAKWOOD HOMES LOGO]

CAPITAL EXPENDITURES

Capital expenditures for continuing operations were approximately $11.8 million
for the year ending September 2002 and $14.3 million for the year ending
September 2001. Forecasted capital expenditures are listed in the following
chart:

                              CAPITAL EXPENDITURES
                                  ($ millions)



                                                  FORECAST
                             -------------------------------------------------------
                             2003      2004      2005      2006       2007      2008
                             ----      ----      ----      ----       ----      ----

                                                             
Capital Expenditures         $2.6      $8.0     $10.0     $12.0      $14.0     $16.0


*        No asset sales are assumed in 2004 through 2008 forecast and are not
         included in the presented 2003 number.


                                    Page 9

[OAKWOOD HOMES LOGO]

FINANCIAL ANALYSIS

INCOME STATEMENT                                                     SCHEDULE 1

Consolidated Statements of Income of the Company presents: (1) historical
actual statement of income for the fiscal years ended September 2001 and
September 2002; and (2) forecasted statements of income for the fiscal year
ending September 2003 through 2008. Fiscal year 2003 includes 8 months of
actual results and 4 months of forecasted results.

PRO FORMA FRESH START BALANCE SHEET                                  SCHEDULE 2

Forecasted Pro Forma Balance Sheet reflects the fresh start balance sheet as of
November 1, 2003.

BALANCE SHEET                                                        SCHEDULE 3

Consolidated Balance Sheets present historical actual balance sheets for the
fiscal years ending September 2001 and September 2002. Forecasted September
2003 balance sheets reflect Oakwood's balance sheet before fresh start
adjustments. September 2004 through September 2008 reflect the forecasted
balance sheets post fresh start accounting.

DEBT SCHEDULE                                                        SCHEDULE 4

The debt schedule presents forecasted balances, principal payments and interest
payments, resulting from the consummation of the Plan for the fiscal years
ending 2003 through 2008.

STATEMENT OF CASH FLOWS                                              SCHEDULE 5

Consolidated Cash Flow Statement presents historical cash flows for the fiscal
years ended September 2001 and September 2002 and forecasted cash flows for the
fiscal years ending September 2003 through 2008. Fiscal 2003 includes 8 months
of actual results and 4 months of forecasted results.

ANALYSIS OF RECOVERIES                                               SCHEDULE 6

Type and Treatment of Classes reflects claims by class, estimated claim amounts
by class, type and amount of consideration to be received by each class, in
accordance with the Plan.


                                    Page 10

[OAKWOOD HOMES LOGO]

SCHEDULE 1 - INCOME STATEMENT

                         CONSOLIDATED INCOME STATEMENT
                               ($'s in thousands)



                              ACTUAL        ACTUAL       FORECAST     FORECAST    FORECAST   FORECAST   FORECAST   FORECAST
FYE SEPTEMBER 30               2001          2002          2003         2004        2005       2006       2007       2008
                            ----------    ----------    ----------    --------    --------   --------   --------   --------

                                                                                           
REVENUE
  Net Sales
    Retail                  $  653,515    $  515,849    $  307,814    $249,307    $286,631   $306,945   $328,741   $355,665
    Wholesale                  351,605       410,686       317,709     327,908     363,570    383,051    403,586    425,285
  Net Sales                  1,005,120       926,535       625,524     577,215     650,201    689,996    732,327    780,950
  Financial Services
    Income
    Consumer Finance            42,352       (37,412)      (73,030)     53,935      50,064     47,753     46,890     49,797
    Insurance                   38,948        29,938         8,111       4,278       4,066      3,945      3,884      3,852
  Financial Services
    Income                      81,300        (7,474)      (64,920)     58,214      54,131     51,699     50,774     53,649
  Other Income                   9,285         7,553         9,804       4,941       5,704      6,104      6,533      7,064
                            ----------    ----------    ----------    --------    --------   --------   --------   --------

TOTAL REVENUES              $1,095,705    $  926,614    $  570,408    $640,369    $710,035   $747,798   $789,634   $841,664
                            ----------    ----------    ----------    --------    --------   --------   --------   --------

COST AND EXPENSES
  Cost of Sales                794,634       708,953       507,240     435,350     484,264    512,138    540,125    572,204
  Gross Profit Percent            20.9%         23.5%         18.9%       24.6%       25.5%      25.8%      26.2%      26.7%
  General &
    Administrative
    Expenses                    61,206        52,404        50,388      36,475      37,722     38,893     40,213     42,638
    as a percent of sales          5.6%          5.7%          8.8%        5.7%        5.3%       5.2%       5.1%       5.1%
  Service Expenses
    (including warranty)        61,714        45,580        34,773      26,285      29,648     31,435     33,334     35,515
    as a percent of sales          5.6%          4.9%          6.1%        4.1%        4.2%       4.2%       4.2%       4.2%
  Selling Expenses             187,867       161,865        86,739      68,674      73,214     75,805     78,561     81,820
    as a percent of sales         17.1%         17.5%         15.2%       10.7%       10.3%      10.1%       9.9%       9.7%
  Consumer Finance
    Operating Expenses          52,681        51,453        45,667      40,253      37,636     35,292     33,411     32,454
  Insurance Operating
    Expenses                    15,468        13,511         3,622         456         456        456        456        456
  Provision for Losses
    on Credit Sales              8,447        52,512         7,603       2,182       2,458      2,608      2,768      2,952
  Interest Expenses             55,103        40,126        36,222      25,214      17,082     15,642     13,201     12,709
                            ----------    ----------    ----------    --------    --------   --------   --------   --------

TOTAL COST AND EXPENSES     $  442,486    $  417,451    $  265,013    $199,538    $198,214   $200,131   $201,946   $208,545
                            ----------    ----------    ----------    --------    --------   --------   --------   --------

Restructuring Costs &
  Impairment Costs              17,768        71,990        37,011          --          --         --         --         --
Recapture of Servicing
  Liabilities                       --            --       (87,790)         --          --         --         --         --
Impairment of REMIC
  Regular Interests                 --            --         1,209          --          --         --         --         --
Impairment of
  Guarantee
  Liabilities                       --            --       235,776          --          --         --         --         --
Loss Due to
  Accounting Change             16,866
Professional Fees                   --            --        22,037       1,650          --         --         --         --
                            ----------    ----------    ----------    --------    --------   --------   --------   --------
  TOTAL RESTRUCTURING
    COSTS & IMPAIRMENT
    COSTS                   $   34,634    $   71,990    $  208,243    $  1,650    $     --   $     --   $     --   $     --
                            ----------    ----------    ----------    --------    --------   --------   --------   --------
INCOME BEFORE INCOME TAXES    (176,049)     (271,780)     (410,088)      3,830      27,558     35,530     47,564     60,915
                            ----------    ----------    ----------    --------    --------   --------   --------   --------
  Provision for Income
    Taxes                           --       (78,729)           --       4,272      11,023     14,212     19,026     24,366
                            ----------    ----------    ----------    --------    --------   --------   --------   --------
NET INCOME                  $ (176,049)   $ (193,051)   $ (410,088)   $   (442)   $ 16,535   $ 21,318   $ 28,538   $ 36,549
                            ==========    ==========    ==========    ========    ========   ========   ========   ========



                                    Page 11

[OAKWOOD HOMES LOGO]

SCHEDULE 2 - PRO FORMA FRESH START BALANCE SHEET



                                       PROFORMA       PROJECTED       CONVERSION       PROJECTED          PROFORMA
                                       PRIOR TO         EXIT         OF UNSECURED     FRESH START      AFTER APPLYING
                                         PLAN           COSTS      CLAIMS TO EQUITY   ADJUSTMENTS        FRESH START
                                       ---------      ---------    ----------------   -----------      --------------

                                                                                        
ASSETS
 Cash and Cash Equivalents             $  20,000      $     --         $      --      $        --        $  20,000
 Loans and Investments                        --                                                                --
  Loans Held for Sale                     94,007                                                            94,007
  Retained Interests                      21,048                                                            21,048
  Less: Reserve for
   Uncollectible                          (5,626)                                                           (5,626)
                                       ---------      --------         ---------        ---------        ---------
 TOTAL LOANS AND INVESTMENTS             109,429            --                --               --          109,429
 Other Receivables                            --                                                                --
  Trade Accounts Receivable               22,506                                                            22,506
  Escrow Advances Receivable              16,141                                                            16,141
  Extensions Receivable                   33,699                                                            33,699
  Income Taxes Receivable                     --                                                                --
  Other                                   37,713                                                            37,713
                                       ---------      --------         ---------        ---------        ---------
 TOTAL OTHER RECEIVABLES                 110,059            --                --               --          110,059
 Inventories                                  --
  Manufactured Homes - New,
   Used and Repossessed                   87,552                                                            87,552
  Raw Materials and Supplies              15,615                                                            15,615
  Work-in-Process                          3,610                                                             3,610
  Land/Homes Under Development            10,099                                                            10,099
                                       ---------      --------         ---------        ---------        ---------
 TOTAL INVENTORIES                       116,877            --                --               --          116,877
 Properties and Facilities, Net          118,153                                           (5,741)         112,413
  Loan Servicing Assets                   21,480                                                            21,480
  Other Assets                            69,711                                                            69,711
                                       ---------      --------         ---------        ---------        ---------
TOTAL ASSETS                           $ 565,709      $     --         $      --        $  (5,741)       $ 559,969
                                       =========      ========         =========        =========        =========

LIABILITIES AND SHAREHOLDERS
Liabilities Not Subject
 To Compromise
 Short-Term Borrowings                                                                                          --
  CS First Boston Loan Purchase           48,215                                                            48,215
    Facility
    GCM Tranche A                         26,468       (26,468)
    GCM Tranche B                             --            --                                                  --
    Fresh Start Tranche A Debt                --        56,768                --                            56,768
    Fresh Start Tranche B Debt                --                                                                --
                                       ---------      --------         ---------        ---------        ---------
 TOTAL SHORT-TERM BORROWINGS              74,683        30,000                                             104,983
 Accounts Payable and Accrued
  Liabilities                                 --                                                                --
  Accounts Payable                        32,405                                               --           32,405
  Servicing                                   --                                                                --
  Accrued Warranty                         6,642                                                             6,642
  Accrued Compensation                     6,996                                                             6,996
  Other                                   97,586       (27,300)                                             70,286
                                       ---------      --------         ---------        ---------        ---------
 TOTAL ACCTS PAYABLE AND
  ACCRUED LIAB.                          143,629       (27,300)               --               --          116,329
 Insurance Reserves and
  Unearned Premiums                           66                                                                66
 Deferred Income Taxes                     5,776                                                             5,776
Liabilities Subject To
 Compromise
 Notes and Bonds Payable                 314,053                        (306,538)                            7,515
 Accounts Payable and Accrued
  Liabilities                            110,329       (20,000)          (90,329)                               --
 Other Long-Term Obligations             274,764                        (274,764)                               --
 Shareholders Equity                    (357,590)       17,000                 0          340,590               --
 Fresh Start Shareholders
  Equity                                      --                         671,631         (346,331)         325,300
                                       ---------      ---------        ---------        ---------        ---------
TOTAL LIABILITIES AND                  $ 565,709      $      --        $      --        $  (5,741)       $ 559,969
                                       =========      =========        =========        =========        =========



New Revolver of $56.8M comprised of payoff of Tranche A of DIP of $26.5, $3M
related to convenience claims, and exit costs of $27.3M comprised of
professional fee payout of $8.3M, $6.5M of exit financing and miscellaneous
costs, $5.0M of priority taxes, $4.5M of Warn costs and $3.0M of reclamation
claims.


                                    Page 12

[OAKWOOD HOMES LOGO]

SCHEDULE 3 - BALANCE SHEET



                                                        CONSOLIDATED BALANCE SHEET
                                                             ($'s in thousands)
                                     Actual     Actual     Forecast    Forecast    Forecast     Forecast    Forecast   Forecast
- --------------------------------------------------------------------------------------------------------------------------------
FYE September 30                      FYE         FYE         FYE         FYE         FYE         FYE         FYE         FYE
                                      2001        2002        2003        2004        2005        2006        2007        2008
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                               
ASSETS
 Cash and Cash Equivalents         $  44,246   $  20,107   $  20,000   $  20,000   $  20,000   $  20,000   $  20,000   $  21,762
 Loans and Investments
  Loans Held for Sale                166,059     153,078     210,030     133,688      69,177      71,595      62,631      75,818
  Retained Interests                  36,575      28,120      21,048      31,095      53,310      70,494      89,769     108,278
  Less: Reserve for
   Uncollectible Receivables          (3,231)     (5,333)    (12,311)     (5,076)     (4,476)     (3,876)     (3,276)     (2,676)
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Loans and Investments               199,403     175,865     218,767     159,706     118,011     138,213     149,123     181,420
 Other Receivables
  Trade Accounts Receivable           27,262      27,847      22,733      27,160      30,583      32,471      34,439      36,739
  Escrow Advances Receivable          13,491      16,120      15,982      16,960      17,998      19,099      20,268      21,508
  Extensions Receivable               27,946      45,432      34,039      30,172      26,744      23,705      21,012      18,625
  Other                               56,108      48,886      44,298      36,806      35,872      34,993      34,165      33,386
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Other Receivables                   124,807     158,707     117,051     111,097     111,196     110,269     109,884     110,258
 Inventories
  Manufactured Homes - New & Used    184,989     133,687      91,173      84,672      85,754      86,879      88,174      89,215
  Raw Materials and Supplies          25,572      26,905      17,960      15,102      15,295      15,495      15,726      15,912
  Work-in-Process                      5,241       5,218       4,421       3,492       3,536       3,583       3,636       3,679
  Land/Homes Under Development        12,770      12,485      11,233       9,767       9,034       7,849       6,643       6,722
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Inventories                         228,572     178,295     124,787     113,032     113,619     113,806     114,180     115,528
 Properties and Facilities, Net      208,798     177,212     118,621     111,502     112,707     115,560     120,000     125,961
 Loan Servicing Assets                 8,311       6,330      22,611      15,800      13,883      11,962      11,099      10,634
 Other Assets                        108,153      43,932      69,683      70,024      70,369      70,717      71,068      71,423
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL ASSETS                       $ 922,290   $ 760,448   $ 691,519   $ 601,162   $ 559,785   $ 580,526   $ 595,354   $ 636,986
                                   =========   =========   =========   =========   =========   =========   =========   =========
LIABILITIES AND SHAREHOLDERS
 EQUITY
Liabilities Not Subject
  To Compromise
 Short-Term Borrowings
  CS First Boston Loan Purchase
     Facility                         47,500      49,000     138,501      86,552      35,676      37,247      29,933      39,837
  Revolver                                 0      10,000      44,430           0           0           0           0           0
  Fresh Start Revolver                                             0      61,801      38,681      28,520      14,113           0
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Short-Term Borrowings                47,500      49,000     138,501     148,353      74,356      65,767      44,046      39,837
 Accounts Payable and Accrued
 Liabilities
  Accounts Payable                   100,169      88,080      30,519      37,550      46,479      49,164      51,822      54,903
  Servicing Liability                 27,954      62,071           0           0           0           0           0           0
  Accrued Warranty                    15,274      12,521       6,881       6,349       7,152       7,590       8,056       8,590
  Accrued Compensation                12,676      14,316       8,230       6,340       6,820       7,092       7,366       7,706
  Other                               94,585      74,179      78,586      61,449      66,527      70,710      74,867      79,672
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Accounts Payable and Accrued
   Liabilities                       250,658     251,167     124,216     111,688     126,978     134,556     142,110     150,871
 Insurance Reserves and Unearned
   Premiums                           17,322      16,274          66          66          66          66          66          66
 Deferred Income Taxes                 6,169       6,169       5,676       6,266       7,061       7,497       7,953       8,484
Liabilities Subject To Compromise
 Notes and Bonds Payable             323,120     309,167     308,840       7,515       7,515       7,515       7,515       7,515
 Accounts Payable and Accrued
   Liabilities                             0           0      65,109           0           0           0           0           0
 Other Long-Term Obligations          38,750      77,374     375,073           0           0           0           0           0
 Shareholders Equity                 238,771      41,297    (370,393)          0           0           0           0           0
 Fresh Start Shareholders Equity                                   0     327,273     343,808     365,126     393,664     430,213
                                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL LIABILITIES AND SHE          $ 922,290   $ 760,448   $ 691,519   $ 601,162   $ 559,785   $ 580,526   $ 595,354   $ 636,986
                                   =========   =========   =========   =========   =========   =========   =========   =========




                                    Page 13


[OAKWOOD HOMES LOGO]

SCHEDULE 4 - DEBT BALANCE SUMMARY




                                                        DEBT BALANCES
                                                     ($'s in thousands)

                                    FORECAST      FORECAST       FORECAST       FORECAST        FORECAST       FORECAST
- -----------------------------------------------------------------------------------------------------------------------
FYE September 30                       2003*         2004           2005           2006           2007           2008
                                    ---------     ---------      ---------      ---------      ---------      ---------
                                                                                            
FRESH START REVOLVER
Beginning Balance                   $  10,000     $  44,430      $  61,801      $  38,681      $  28,520      $  14,113
Net Borrowings (payments)              34,430        17,371        (23,120)       (10,161)       (14,407)       (14,113)
                                    ---------     ---------      ---------      ---------      ---------      ---------
Ending Balance                      $  44,430     $  61,801      $  38,681      $  28,520      $  14,113      $      --
                                    ---------     ---------      ---------      ---------      ---------      ---------

Average Borrowing Base                 49,333        63,027         54,441         43,178         29,724         18,637
Interest Rate                            9.50%         9.50%          9.50%          9.50%          9.50%          9.50%
Interest Expense                        4,687         5,988          5,172          4,102          2,824          1,771

WAREHOUSE
Beginning Balance                   $  49,000     $ 138,501      $  86,552      $  35,676      $  37,247      $  29,933
Net Borrowings (payments)              89,501       (51,949)       (50,877)         1,572         (7,314)         9,903
                                    ---------     ---------      ---------      ---------      ---------      ---------
Ending Balance                      $ 138,501     $  86,552      $  35,676      $  37,247      $  29,933      $  39,837
                                    ---------     ---------      ---------      ---------      ---------      ---------

Average Borrowing Base                127,473        66,546         56,808         44,687         33,388         49,590
Interest Rate                            3.00%         3.00%          3.00%          3.00%          3.00%          3.00%
Interest Expense                        3,824         1,996          1,704          1,341          1,002          1,488
                                    ---------     ---------      ---------      ---------      ---------      ---------
Interest Expense Only               $   8,511     $   7,984      $   6,876      $   5,443      $   3,825      $   3,258
                                    ---------     ---------      ---------      ---------      ---------      ---------

Total Projected Interest Expense       36,222        25,214         17,082         15,642         13,201         12,709


*        Note that 2003 reflects 8 months of actual results.

**       Note that Interest Expense does not include facility fees, other
         facility charges, and an off balance sheet servicing facility with
         anticipated average of $20 million outstanding monthly.

***      For 2003, October and November Revolver Balances reflect loans
         associated with Foothill Capital.

****     For FY 2004, a fresh start revolver is assumed to commence on November
         1, 2003


                                    Page 14



[OAKWOOD HOMES LOGO]

SCHEDULE 5 - STATEMENTS OF CASH FLOWS




                                                     CONSOLIDATED CASH FLOW
                                                       ($'s in thousands)

                                     ACTUAL      ACTUAL      FORECAST    FORECAST    FORECAST    FORECAST    FORECAST    FORECAST
- ---------------------------------------------------------------------------------------------------------------------------------
FYE SEPTEMBER 30                      2001        2002         2003        2004        2005        2006        2007        2008
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                                                                                
Operating Activities
 Net Income/(Loss)                  $(176,049)  $(193,051)  $(410,088)  $    (442)  $  16,535   $  21,318   $  28,538   $  36,549
 Cumulative Effect of Accounting
  Change                               16,866          --          --          --          --          --          --          --
 Depreciation and Amortization         57,401      28,717      26,391       9,378       8,795       9,146       9,561      10,039
 Non Cash Asset Impairment/
  Restructuring Charges                50,200     168,318     250,661          --          --          --          --          --
 (Gains) Losses on Sale of
  Securities                          (10,275)       (855)     71,740     (16,250)         --          --          --          --
 (Increase)/Decrease in Retained
  Interests                              (707)      2,011        (956)    (10,047)    (22,215)    (17,184)    (19,275)    (18,509)
 Reserve for Uncollectible
  Receivables                           8,447         954       6,880      (7,235)       (600)       (600)       (600)       (600)
 Other Receivables                     (9,975)    (31,084)     46,794      12,765       1,817       2,849       1,247          92
 Change in Inventory                  128,682      40,023      53,152      11,755        (587)       (187)       (374)     (1,349)
 Accounts Payable & Accrued
  Liabilities                         (26,682)    (25,918)      1,315     (33,936)     15,290       7,578       7,553       8,762
 Insurance Reserves and Unearned
  Premiums                            (27,280)     (1,048)    (16,208)         --          --          --          --          --
 Deferred Income Taxes                     --          --        (493)        590         795         435         456         531
 Other Assets                         (18,133)    (10,047)    (31,086)         --          --          --          --          --
 Other Long-Term Obligations           (2,805)      3,951)     (2,245)       (341)       (345)       (348)       (351)       (355)
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Cash Provided by Operations        $ (10,310)  $ (25,931)  $  (4,142)  $ (33,765)  $  19,486   $  23,008   $  26,756   $  35,159
 Loans Originated                    (847,005)   (815,520)   (346,172)   (181,823)   (204,813)   (217,349)   (230,683)   (245,999)
 Principal receipts on loans/Sale
  of Loans                              8,641      16,604      16,733          --          --          --          --          --
 Sale of Loans                        896,142     821,882     198,216     258,165     269,324     214,930     239,648     232,812
 Purchase of Loans and Securities          --      (9,405)         --          --          --          --          --          --
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
Cash Provided/(Used) by Operating
  Activities                        $  47,468   $(l2,370)   $(l35,365)  $  42,578   $  83,997   $  20,589   $  35,721   $  21,971
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Investing Activities
 Acquisition of Properties &
  Facilities                          (11,144)     (8,722)     11,674      (8,000)    (10,000)    (12,000)    (14,000)    (16,000)
 Other                                 10,348          --          --          --          --          --          --          --
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 Cash Provided/(Used) by Investing
  Activities                        $    (796)  $  (8,722)  $  11,674   $  (8,000)  $ (10,000)  $ (12,000)  $ (14,000)  $ (16,000)
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
Financing Activities
 Net Borrowings/(Repayments) on
  Short-Term Credit Facilities        (18,000)     11,500      89,501     (51,949)    (50,877)      1,572      (7,314)      9,903
 Net Borrowings/(Repayments) on
  Revolver                                 --     (14,557)     34,431     (17,512)         --          --          --          --
 Net Borrowings/(Repayments) on
  Fresh Start Revolver                     --          --          --      34,884     (23,120)    (10,161)    (14,407)    (14,113)
 Payments on notes and bonds           (6,974)         --        (347)         --          --          --          --          --
 Other                                     25          10          --          --          --          --          --          --
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
Cash Provided/(Used) by Financing
  Activities                        $ (24,949)  $  (3,047)  $ 123,586   $ (34,578)  $ (73,997)  $  (8,589)  $ (21,721)  $  (4,210)
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
Cash and Cash Equivalents
 Beginning of Period                   22,523      44,246      20,107      20,000      20,000      20,000      20,000      20,000
 Net Increase/(Decrease) in Cash
  and Cash Equivalents                 21,723     (24,139)       (107)          0           0          (0)          0       1,762
                                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 End of Period                      $  44,246   $  20,107   $  20,000   $  20,000   $  20,000   $  20,000   $  20,000   $  21,762
                                    =========   =========   =========   =========   =========   =========   =========   =========



                                    Page 15



[OAKWOOD HOMES LOGO]

SCHEDULE 6 - CONSOLIDATED RECOVERY


                                                                         
Enterprise Value                                                           $  350.0
Plus Cash Left Behind                                                          91.6
                                                                           --------
Net Enterprise Value                                                       $  441.6
                                                                           ========

 CLASS                                     BALANCE       RECOVERY %         RECOVERY             TREATMENT
- --------                                  ----------    ----------         ----------   -----------------------
  Admin     Tranche A of DIP               $  (26.5)      100.0%           $  (26.5)    Paid at Effective Date
  Admin     Tranche B of DIP                  (52.0)      100.0%              (52.0)    Paid at Effective Date
  Admin     Exit Revolver/Misc. Costs          (6.5)      100.0%               (6.5)    Paid at Effective Date
  Admin     Priority Taxes                     (5.0)      100.0%               (5.0)    Paid at Effective Date
  Admin     Reclamation Claims                 (3.0)      100.0%               (3.0)    Paid at Effective Date
  Admin     Professional Fees                  (8.3)      100.0%               (8.3)    Paid at Effective Date
                                          ---------     -------            --------
                                             (101.3)      100.0%             (101.3)
    1       Priority Non-Tax (Warn)            (4.5)      100.0%               (4.5)    Paid at Effective Date
    2A      Secured Tax                          --       100.0%                 --
    2B      1997 Bonds Secured                 (0.9)      100.0%               (0.9)    Paid in Normal Course
    2C      1998 Bonds Secured                 (4.7)      100.0%               (4.7)    Paid in Normal Course
    2D      Auto Secured                       (0.1)      100.0%               (0.1)    Paid in Normal Course
    2E      Carolina Secured                   (0.8)      100.0%               (0.8)    Paid in Normal Course
    2F      First American Secured             (0.1)      100.0%               (0.1)    Paid in Normal Course
    2G      Foothill Secured                     --       100.0%                 --
    2H      Pulaski Bonds Secured                --       100.0%                 --
    2I      Schmittauer Secured                  --       100.0%                 --
    2J      Thomas Secured                     (0.3)      100.0%               (0.3)    Paid in Normal Course
    2K      US Bank Secured                    (0.6)      100.0%               (0.6)    Paid in Normal Course
    2L      Other Secured/Setoff                 --       100.0%                 --
           ------------------------------------------------------------------------
                                               (7.5)      100.0%               (7.5)
    3       Convenience                       (20.0)       15.0%               (3.0)    Paid at Effective Date
    4A      Senior Notes                     (303.8)       48.4%             (147.2)     Converted to Equity
    4B      Junior Notes                       (2.7)       48.4%               (1.3)     Converted to Equity
    4C      REMIC Guarantee (1)              (274.8)       48.4%             (133.1)     Converted to Equity
    4D      Litigation                        (35.0)       48.4%              (17.0)     Converted to Equity
    4E      Other Unsecured                   (55.3)       48.4%              (26.8)     Converted to Equity
           ------------------------------------------------------------------------
                                             (671.6)       48.4%             (325.3)
                                           --------                        --------
            Total                          $ (804.9)                       $ (441.6)
                                           ========                        ========





Note
- ----
(1)      The REMIC Guarantee claim estimate of $274.8M is based on the face
         value of the obligations.

(2)      The $52M of Tranche B will be satisfied with restricted cash and
         principal and interest receivables. The projected balance sheets have
         been prepared excluding principal & interest receivables and restricted
         cash for satisfaction of the Tranche B facility.



                                       16




         MILLER BUCKFIRE LEWIS YING & CO., LLC VALUATION STATEMENT

         The Debtors have been advised by MBLY with respect to the range of
estimated reorganization value of the Reorganized Debtors. The midpoint of the
total reorganization value range, which includes all of Oakwood's operating
businesses, was estimated by MBLY to be approximately $350 million as of
September 30, 2003. The total reorganization value does not include the value of
any excess cash distributable to claimholders, although the Company is currently
not projected to possess excess cash. The midpoint of the reorganization common
equity value range, which takes into account the estimated debt balances at the
Effective Date, was estimated by the Company and MBLY to be approximately $330
million as of an assumed Effective Date of September 30, 2003. The foregoing
reorganization equity value (ascribed as of the date of this Disclosure
Statement) reflects, among other factors discussed below, current financial
market conditions and the inherent uncertainty as to the achievement of the
Projections.

         Based on the assumed reorganization common equity value set forth
above, the midpoint value of the approximately 10 million shares of New Common
Stock to be issued to the holders of Allowed Claims under the Plan is estimated
to be approximately $33 per share. The foregoing valuations also reflect a
number of assumptions, including a successful reorganization of the Debtors'
businesses and finances in a timely manner, the forecasts reflected in the
Projections, the amount of available cash, market conditions and the Plan
becoming effective in accordance with its terms on a basis consistent with the
estimates and other assumptions discussed herein.

         In preparing the estimated reorganization equity value, MBLY: (a)
reviewed certain historical financial information of Oakwood for recent years
and interim periods; (b) reviewed certain internal financial and operating data
of Oakwood; (c) met with certain members of senior management of Oakwood to
discuss Oakwood's operations and future prospects; (d) reviewed publicly
available financial data and considered the market values of public companies
that MBLY deemed generally comparable to the operating businesses of Oakwood;
(e) reviewed the financial terms, to the extent publicly available, of certain
acquisitions of companies that MBLY believes were comparable to the operating
businesses of Oakwood; (f) considered certain economic and industry information
relevant to Oakwood's operating businesses; and (g) reviewed certain analyses
prepared by other firms retained by the Debtors and conducted such other
analyses as MBLY deemed appropriate. Although MBLY conducted a review and
analysis of Oakwood's businesses, operating assets and liabilities and business
plans, MBLY assumed and relied on the accuracy and completeness of all (a)
financial and other information furnished to it by the Debtors and by other
firms retained by the Debtors and (b) publicly available information. In
addition, MBLY did not independently verify the assumptions underlying the
Projections in connection with such valuation. No independent evaluations or
appraisals of the Debtors' assets were sought or were obtained in connection
therewith.

         Estimates of reorganization equity value do not purport to be
appraisals, nor do they necessarily reflect the values that might be realized if
assets were to be sold. The estimates of reorganization equity value prepared by
MBLY assume that the Reorganized Debtors will continue as the owner and operator
of their businesses and assets. Such estimates were developed solely for
purposes of formulation and negotiation of a plan of reorganization and analysis
of implied relative recoveries to creditors thereunder. Such estimates do not
purport to reflect or constitute appraisals, liquidation values or estimates of
the actual market value that may be realized through the sale of any securities
to be issued pursuant to the Plan, which may be significantly different from the
amounts set forth herein. Such estimates reflect computations of the estimated
reorganization equity value of Oakwood through the application of various
valuation techniques, including, among others: (a) a comparable company
analysis, in which MBLY analyzed the enterprise value of public companies that
MBLY deemed generally comparable to the operating businesses of Oakwood as a
multiple of revenues and of earnings before interest, taxes, depreciation and
amortization ("EBITDA") and then applied multiples provided by such analysis to
the projected revenues and EBITDA of Reorganized Oakwood; (b) a discounted cash
flow analysis, in which MBLY, using a weighted average cost of capital, computed
the present value of free cash flows and terminal value of Oakwood; and (c) a
comparable acquisitions analysis, in which MBLY analyzed the financial terms of
certain acquisitions of





companies that MBLY believed were comparable to the operating businesses of
Oakwood and then applied the EBITDA multiples provided by such analysis to the
projected EBITDA of Reorganized Oakwood. An estimate of reorganization equity
value is not entirely mathematical, but rather it involves complex
considerations and judgments concerning various factors that could affect that
value of an operating business. Moreover, the value of an operating business is
subject to uncertainties and contingencies that are difficult to predict and
will fluctuate with changes in factors affecting the financial conditions and
prospects of such a business. As a result, the estimate of reorganization equity
value set forth herein is not necessarily indicative of actual outcomes, which
may be significantly more or less favorable than those set forth herein. Because
such estimates are inherently subject to uncertainties, none of Oakwood, MBLY or
any other person assumes responsibility for their accuracy. Depending on the
results of the Debtors' operations or changes in the financial markets, MBLY's
valuation analysis as of the Effective Date may differ from that disclosed
herein.

         In addition, the valuation of newly issued securities is subject to
additional uncertainties and contingencies, all of which are difficult to
predict. Actual market prices of such securities at issuance will depend upon,
among other things, prevailing interest rates, conditions in the financial
markets, the anticipated initial securities holding of prepetition creditors,
some of which may prefer to liquidate their investment rather than hold it on a
long-term basis, and other factors that generally influence the prices of
securities. Actual market prices of such securities also may be affected by the
Debtors' history in chapter 11, conditions affecting the Debtors' competitors or
the industry generally in which the Debtors participate or by other factors not
possible to predict. Accordingly, the reorganization equity value estimated by
MBLY does not necessarily reflect, and should not be construed as reflecting,
values that will be attained in the public or private markets. The equity value
ascribed in the analysis does not purport to be an estimate of the
post-reorganization market trading value. Such trading value may be materially
different from the reorganization equity value ranges associated with MBLY's
valuation analysis. Indeed, there can be no assurance that a trading market will
develop for the New Common Stock.

         Furthermore, in the event that the actual distributions to Claim
holders differ from those assumed by the Debtors in their recovery analysis, the
actual recoveries realized by holders of Claims could be significantly higher or
lower than estimated by the Debtors.





                                                                       EXHIBIT C

[OAKWOOD HOMES LOGO]






                              [OAKWOOD HOMES LOGO]



                        FINANCIAL ANALYSIS - LIQUIDATION





                                     Page 1


[OAKWOOD HOMES LOGO]



                                TABLE OF CONTENTS


                                                                          
INTRODUCTION ..............................................................  3


BASIS OF PRESENTATION .....................................................  4


OTHER ASSUMPTIONS .........................................................  5


RECOVERIES AND DISTRIBUTIONS ..............................................  7





                                     Page 2


[OAKWOOD HOMES LOGO]


INTRODUCTION

Section 1129(a)(7)(A) of the Bankruptcy Code provides that the Bankruptcy Court
shall not confirm a plan of reorganization as to creditors' and equity interest
holders who do not vote to accept the plan unless it will provide such creditors
and equity holders at least the amount or value they would receive if the Debtor
were liquidated in a hypothetical case under Chapter 7 of the Bankruptcy Code,
commonly referred to as the "Best Interest of Creditors Test".

The liquidation analysis (the "Analysis") presents estimated amounts that would
be paid to claimants and equity interest holders under a hypothetical Chapter 7
liquidation period. The assumptions and estimates utilized in this Analysis are
considered reasonable by management of the Debtor and are described below.


                                     Page 3


[OAKWOOD HOMES LOGO]


BASIS OF PRESENTATION

The Analysis has been prepared on a consolidated basis as of May 2003,
reflecting value for both bankrupt and non-bankrupt entities. This Analysis does
not take into account the effect of operating results subsequent to May 2003, or
changes in assets and liabilities after date except for specific adjustments
made to reflect the sale of property, plant and equipment. Additionally, the
projected asset and liability balances as of October 31,2003 were assumed for
the loans held for sale of $94M, the warehouse facility liability of $48.2M, and
the DIP facility liability of $26.5M.

As part of the Company's closing of sales centers and manufacturing facilities,
as well as securing financing, the Company has obtained appraisals for inventory
and most of its real estate. These values, adjusted based on actual sales
experience, are described in the footnotes of this analysis and form the basis
of the realizable value for real property.

The most significant liability for a non-debtor entity is the warehouse line.
For purposes of this Analysis, it is assumed that the loans held for sale that
support the warehouse borrowings are sold or securitized to satisfy the
warehouse obligation at the projected date of October 31, 2003. Since the
petition date, the Debtor has entered into three sales transactions and is in
the process of completing a third to sell loans in the warehouse with differing
prices. For purposes of this Analysis, it is assumed in liquidation that the
Debtor would be able to realize 87.7% of the projected loan balance based on the
expected yield currently being considered in the transaction as of August 18,
2003. To the extent that a gain or loss is incurred, actual recoveries to
creditors would be directly impacted.

The wind down period for the Analysis is assumed to be six months. In an actual
liquidation the period would vary thereby impacting recoveries to creditors. The
Analysis is also based upon assumptions with regard to management decisions that
may be subject to change in an actual liquidation of the Company. Accordingly,
there can be no assurance that the values reflected in this analysis would be
realized if the Debtor were, in fact, to undergo such liquidation.

Furthermore, it should be noted that the potential for significant contingent
and other claims, litigation, additional rejection costs, and the final
determination of the allowed claims could substantially impact both the timing
and amount of the distribution of the asset proceeds to the claim holders.

This analysis is believed to reflect all relevant information known to
management as of the date of this Disclosure Statement. The Debtor is not aware
of any events subsequent to such date that would materially affect this
analysis. There can be no assurance that the assumptions underlying this
analysis would be made or accepted by the Bankruptcy Court in an actual Chapter
7 proceeding. Additionally, no recovery or related litigation costs attributed
to any preference or fraudulent transfer recoveries are assumed.

The liquidation values contained herein have been prepared solely for the
purposes of estimating the proceeds available in a hypothetical Chapter 7
liquidation. Nothing contained in these valuation assumptions is intended to be
or constitutes a concession or admission of the Debtor for any other purpose nor
is it intended to bind any other party.


                                     Page 4


[OAKWOOD HOMES LOGO]

OTHER ASSUMPTIONS

The following notes describe the significant assumptions:


         -        A total of $57.2M in Repurchase Obligations held by the
                  floorplan lenders is offset by $5.3M in trade receivables,
                  $3.7M in Bombardier deposit, $4.0M Textron deposit and $24M in
                  estimated recovery on the sale of the floorplanned inventory
                  for a next administrative claim of $20.2M. An additional $1M,
                  not shown below, in estimated pre-petition floorplan rejection
                  claims would be a general unsecured claim. The inventory that
                  would be returned by the dealers is considered new home
                  inventory. However, since it has been moved offsite to the
                  dealers' lots and may be slightly older, a 10% reduction on
                  the assumed new home recovery rate of 60% included herein was
                  assumed for a net 50% recovery rate on the book
                  value/inventory cost of the floorplanned inventory.

         -        Operating Cash and Cash held in Investment & Securities
                  accounts are assumed to be unrestricted in nature and are
                  considered 100% recoverable. However, Restricted Cash at May
                  30, 2003 is comprised of cash held that is restricted in
                  nature and is not considered available to the creditors of the
                  Company.

         -        The majority of Accounts Receivable is comprised of trade
                  receivables due from floorplan lenders with repurchase
                  obligations and other third party lending institutions. It is
                  assumed that under a liquidation scenario the Debtor would not
                  exist to service the housing and therefore it is assumed that
                  dealers and lenders will not close on all deals in process,
                  necessitating alternate sources of financing.

         -        This results in an assumed recovery rate of 75% on
                  non-floorplan lender receivables. The trade receivables due
                  from one of the three floorplan lenders are assumed to offset
                  the repurchase obligations that are part of the general
                  unsecured claimant class. The balance of the receivables are
                  comprised primarily of miscellaneous vendor, dealer and
                  employee receivables that have an assumed recovery rate of 0%
                  due to the nature of the receivable or they offset related
                  general unsecured claims.

         -        The Loan and Loan Servicing Assets are comprised primarily of
                  the Deferred Servicing Asset, Advance Receivables, and
                  Retained REMIC Interest.

                  -        It is assumed that the Loans Held for Sale that
                           support the warehouse borrowings are sold or
                           securitized to satisfy the warehouse obligation at
                           the projected date of October 31, 2003 and therefore
                           the projected balance as of that date of $94M is
                           assumed. Since the petition date, the Debtor has
                           entered into three sales transactions to sell loans
                           in the warehouse with differing prices. For purposes
                           of this Analysis, it is assumed in a liquidation that
                           the Debtor would be able to realize 87.7% of the
                           projected loan balance based on the most recent
                           transaction being negotiated as of August 18, 2003.
                           It also assumed that the related Deferred Mortgage
                           Fees, which are the closing costs on the loans, are
                           estimated at 3% of the projected loan balance and
                           would be paid at 100%.

                  -        The value of the Deferred Servicing Asset of $42.2M
                           assumes an estimate of discounted cash flow value
                           based on the value of each servicing portfolio
                           assuming a discount rate of 20%, servicing cost of 63
                           basis points. The short-term receivable for the A/R
                           REMIC (service fee income) is the current portion of
                           the Deferred Servicing Asset that is due upon the
                           next distribution date and is considered liquid with
                           a recovery of 100%.

                  -        The Advance Receivables include receivables for
                           Corporate Advances, Repossession Expenses, Escrow,
                           and Principal and Interest ("P&I"). The Corporate
                           Advances are primarily comprised of servicer payments
                           of an obligor's principal, tax or interest payment,
                           with respect to a loan extension, recoverable either
                           from the obligor's payments during the


                                     Page 5


[OAKWOOD HOMES LOGO]

OTHER ASSUMPTIONS - CONTINUED

                           extension period, from the related REMIC pool, or
                           from subsequent collections on the related asset. The
                           Repossession Expenses include servicer payments for
                           repossession, rehabilitation and resale costs,
                           recoverable from subsequent collections on the
                           related asset. The Escrow Advances are primarily
                           comprised of servicer payments to cover forceplaced
                           insurance. The recovery rate on each of these assets,
                           excluding the P&I Advance receivable, assumes the
                           estimated values attributed to each asset in the
                           Borrowing Base calculation.

                  -        The P&I Advances are comprised of servicer payments
                           of a defaulting obligor's monthly principal and
                           interest payment that are recoverable, depending upon
                           the deal, from the related REMIC pool, or from
                           subsequent collections on the related manufactured
                           home. The P&I Advances are pledged against the
                           servicer advance facility and are reflected with a
                           recovery rate of 0% as 100% of the net asset value
                           offsets the servicer advance liability with the
                           balance of the advances that did not qualify for the
                           facility valued at an assumed recovery rate of 0% as
                           well.

                  -        The value of the Regular and Residual Retained REMIC
                           interests assume an estimate of discounted cash flow
                           value based on the value of each portfolio assuming a
                           discount rate of 20% and 30%, respectively.

                  -        The balance of the Loan Servicing Assets assumes
                           management's historical loss and collection
                           experience.

         -        Inventory is comprised of raw materials, work in process, and
                  mobile homes. Raw Materials and Supplies are valued based on a
                  category analysis as of May 2003 and management's experience.
                  Work-in-Process less than 90% complete has an assumed recovery
                  rate of 10% to account for any scrap value with the balance
                  valued at the same rate as New Homes which assumes the
                  estimated recovery rate methodology experienced by the Debtor
                  and obtained in an independent valuation. Used Homes have an
                  assumed recovery of book value.

         -        The Debtor is currently in the process of selling a number of
                  its plants and retail sales centers. The Debtors' recent sales
                  experience and appraisals were used in this Analysis to
                  estimate the recovery on Real Property in a liquidation
                  scenario.

         -        The Debtor has assumed that all equipment, excluding one
                  airplane, would have a recovery rate of 5% based on
                  management's experience in selling equipment or scrap value.
                  The recovery value on net realized proceeds from the sale of
                  the airplane was utilized in this analysis.

         -        Prepaids and Deposits are assumed to either have no value in a
                  liquidation scenario or offset at 100% related general
                  unsecured claims.

         -        Other Assets, which are comprised primarily of the investment
                  in joint ventures, deferred tax asset, and deferred bond
                  issuance charges, were valued based on the nature of the asset
                  and management's expected recovery under a liquidation
                  scenario.

         -        The proceeds from a Chapter 7 liquidation that would be
                  available to the claim holders would be reduced by the
                  administrative costs incurred during the wind-down of
                  operations and the sale of assets. These costs include
                  professional and trustee fees, real estate commissions,
                  salaries, severance, retention and possible Warn Act wages,
                  occupancy and other wind-down costs. These costs were only
                  estimated for the six-month liquidation period and if the sale
                  of assets exceeds this period, actual administrative costs may
                  be in excess of the estimate included in this analysis.


                                     Page 6


[OAKWOOD HOMES LOGO]


RECOVERIES AND DISTRIBUTIONS

         The following notes describe the significant assumptions: The following
tables highlight the estimated asset recoveries by asset category and the
estimated distributions available to each class of claim. To the extent that
proceeds remain after satisfaction of all secured claims and administrative
expenses, the following analyses assume the application of the rule of absolute
priority for distribution with respect to the remaining sale proceeds of the
Debtor.




                                                 ADJUSTED BALANCE AS       ESTIMATED RECOVERY         ESTIMATED
                                                     OF MAY 2003           RATE AFTER OFFSETS     LIQUIDATION VALUE
                                                 -------------------       ------------------     -----------------
                                                                                         
LIQUIDATED ASSETS
Cash (Restricted & Unrestricted)                        $113,125                     57%               $ 65,036
Accounts Receivable                                       29,392                     47%                 13,687
Loans and Related Assets                                  92,366                     87%                 80,804
Loan Servicing Assets                                    157,438                     79%                123,738
Inventory                                                127,196                     59%                 74,467
Real Property                                             91,070                     33%                 29,758
Equipment                                                 34,946                      6%                  2,212
Prepaid Expenses                                          14,936                      0%                     --
Other Assets                                              29,733                      7%                  2,047
                                                        --------               --------                --------
  Total Assets Available for Distribution               $690,202                     57%               $391,749
                                                        ========               ========                ========

Administrative Costs - Wind-down                                                                         62,681
                                                                                                       --------
Total Assets Available for Distribution
  After Administrative Costs for Wind-down                                                             $329,067
                                                                                                       ========


         The recovery distribution analysis by class of claims is shown on the
following page.


                                     Page 7


[OAKWOOD HOMES LOGO]


OAKWOOD HOMES
LIQUIDATION ANALYSIS
(000'S)
SUMMARY
CREDITOR RECOVERY



                                      ESTIMATED ALLOWED           LIQUIDATION          ESTIMATED ALLOWED      RESTRUCTURED COMPANY
                                      CLAIMS-LIQUIDATION        ESTIMATED RECOVERY    CLAIMS-RESTRUCTURED     ESTIMATED  RECOVERY
                                      -------------------       ------------------    -------------------     --------------------
                                                                                                  
 ASSETS/VALUES AVAILABLE FOR
 DISTRIBUTION                                                    $ 329,067                                      $ 441,600
 Administrative Claims
   Non-Winddown Administrative Claims       $163,319   (1)                                 $36,460  (9)
   Non-Debtor Administrative Claims           51,076   (2)                                  51,536  (10)
   Repurchase Obligations, Net                20,189   (3)                                      --
   Post Petition Professional Fees             8,304                                         8,304
   Priority Tax                                5,000                                         5,000
                                          ----------             ---------                --------              ---------
      Total Administrative Claims            247,888               247,888    100%         101,300                101,300   100%
 Class 1 Debt -Priority Non-Tax
   Prepetition WARN Act Claims                 4,500                 4,500    100%           4,500                  4,500    100%
 Class 2 Debt - Secured Debt
   Secured Debt                                7,515   (4)           7,515    100%           7,515                  7,515    100%
 Class 3 Debt - Convenience Class
   Convenience Class                          20,000   (5)           2,012     10%          20,000                  3,000     15%
 Class 4 Debt - Non-Priority Unsecured
   Notes Payable                             306,538                                       306,538
   Repurchase Obligations, Net                 1,000   (3)                                   1,000  (3)
   REMIC Guarantee                           274,764   (6)                                 274,764
   Litigation                                 35,000   (7)                                  35,000
   Other General Unsecured                    50,068   (8)                                  54,330
                                          ----------             ---------                --------              ---------
    TOTAL NON-PRIORITY UNSECURED
     CLAIMS                                  667,370                67,152     10%         671,632                325,285    48%
                                          ----------             ---------                --------              ---------
 TOTAL CLAIMS RECOVERED (9)               $  947,273             $ 329,067                $804,947              $ 441,600
                                          ==========             =========                ========              =========



(1) Non-Winddown Administrative Claims under the liquidation scenario are
primarily comprised of $105.7M in post-petition accounts payable and accrued
liabilities that includes $8.5M in accrued warranty claims, $26.5M related to
the DIP facility, $27.1M in Tarheel workers' compensation claims that are
administrative in nature, $2.9M in estimated reclamation claims, and $6.5M of
DIP facility fees. The administrative claims are reduced by $5.4M in restricted
cash held against customer deposit claims in the liquidation scenario that
offsets at 100% the related liability.

(2) Non-Debtor Administrative Claims are comprised primarily of the servicer
advance facility of $51.5M and the warehouse facility of $48.2M that relate to
the core assets being liquidated. Under a liquidation scenario, the Non-Debtor
Liabilities are reduced by asset offsets. The advance facility liabilities
totalling $52.6M are assumed to be offset at 100% by restricted cash and the
net P&I advance receivable.

(3) A total of $58.2M in repurchase obligations held by the floorplan lenders
is offset by $5.3M in trade receivables, $3.7M in restricted cash, $4.0M Textron
deposit and $24M in floorplanned inventory sales. An assumed recovery rate of
50% of the floorplanned inventory cost, of $48M, is assumed. Of the $21.2M in
adjusted repurchase obligations, $1M in estimated pre-petition floorplan
rejection claims would be considered a general unsecured claim and the balance
of the claims at $20.2M would be considered an administrative claim under the
liquidation scenario.

(4) Secured Debt is comprised of $5.6M in IRBs and $1.9M in various secured debt
including Auto, Carolina, Thomas, First American and US Bank.

(5) Under both scenarios, $20M of unsecured claims have been reclassified to the
convenience class. The planned recovery rate under the going concern scenario
for this class of claims is 15%.

(6) The REMIC guarantee claims estimate of $274M is based on the face value of
the obligations. To date, claims of $1B have been filed and these claims will be
estimated by the Bankruptcy Court.

(7) A total of 1,733 litigation claims have been received for over $300M,
excluding cross case duplicates. For purposes of this analysis, $35M in claims
have been assumed.

(8) Other General Unsecured claims of $54.3M includes $12M in estimated
lease rejection claims and $500K of unsecured WARN Act claims. Under a
liquidation scenario the balance is offset by $7.2M of receivables, prepaids,
and other assets and includes $3M of additional estimated lease rejection
claims. No claim for Wachovia cash management services is estimated in the above
claims.

(9) The Non-Winddown Administrative claims under the going concern scenario are
comprised of $26.5M related to the DIP facility, $6.5M in DIP facility fees and
$3M in reclamation claims.

(10) The Non-Debtor Administrative claims under the going concern scenario are
comprised solely of the servicer advance facility, or Tranche B of the DIP
facility.

(11) The analysis was prepared on a consolidated basis and the intercompany
claims are not assumed to be receive recoveries. Additionally, no value was
assigned to the interest holders.

EX-99.3

                                                                    EXHIBIT 99.3


              OAKWOOD HOMES CORPORATION ANNOUNCES FILING OF AMENDED
                 PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT

Greensboro, NC, September 9, 2003 - Oakwood Homes Corporation announced today
that it has filed with the U.S. Bankruptcy Court (the "Court") in Delaware an
amended Plan of Reorganization (the "Plan") and related Disclosure Statement. A
hearing has been scheduled on September 26, 2003 at which the Company intends to
ask the Court to approve the Disclosure Statement and to allow the Company to
solicit its creditors and seek confirmation of the Plan.

Myles E. Standish, President and Chief Executive Officer, stated: "The Plan
contemplates that we will emerge from bankruptcy by the end of November and that
our unsecured creditors will convert their claims into all of the outstanding
common stock of the Company. Existing shareholders would receive
out-of-the-money stock warrants as originally contemplated when we entered
bankruptcy in November 2002. In connection with the reorganization, the Company
expects to obtain new financing to replace its debtor-in-possession and other
existing credit facilities. It is anticipated that the Company's new revolving
and letter of credit facility will be secured by substantially all of the
Company's assets. In addition, the Plan assumes replacement of the Company's
warehouse facility and servicing advance facility. The Company is working with
various national lending institutions to convert term sheets for these
facilities into committed facilities and expects to receive commitments prior to
the September 26 hearing.

"The proposed Plan will leave Oakwood with virtually no long-term debt and will
position it to capitalize on the eventual recovery of the manufactured housing
industry. However, the proposed Plan is subject to further amendment, and there
can be no assurances that the Plan, as proposed, will be confirmed or that the
exit financing facilities will be finalized.

"The Company views the filing of the amended Plan and related Disclosure
Statement as an important step toward the successful conclusion of its
bankruptcy filing and very much appreciates the continued support of its
creditors, lenders, customers, suppliers and employees during this process."

Oakwood Homes Corporation and its subsidiaries are engaged in the production,
sale and financing of manufactured housing throughout the United States. The
Company's products are sold through Company-owned stores and an extensive
network of independent retailers.

This press release contains certain forward-looking statements and information
based on the beliefs of the Company's management as well as assumptions made by,
and information available to, the Company's management. These statements
include, among others, statements relating to the Company's expectation that the
Court will approve the amended Plan




and Disclosure Statement, as filed, on September 26, 2003, and that the Company
will successfully solicit its creditors and confirm the Plan; the expectation
that the Company will be able to emerge from bankruptcy by the end of November;
the expectation that exit financing facilities will be provided by national
lending institutions under the terms and conditions outlined in the amended Plan
and Disclosure Statement as filed on September 8, 2003; and the Company's belief
that the manufactured housing industry will eventually recover.

These forward-looking statements reflect the current views of the Company with
respect to future events and are subject to a number of risks, including, among
others, the following: competitive industry conditions could further adversely
affect sales and profitability; the Company may be unable to access sufficient
capital to fund its operations; the Company may not be able to securitize or
sell its loans or otherwise obtain capital to finance its retail sales and
financing activities; the Company may recognize special charges or experience
increased costs in connection with its securitization or other financing
activities; the Company may recognize significant special expenses or charges or
experience increased costs in connection with restructuring activities or the
reorganization; the Company may not realize anticipated benefits associated with
its restructuring activities (including the closing of underperforming sales
centers); adverse changes in governmental regulations applicable to its business
could negatively impact the Company; it could suffer losses resulting from
litigation (including shareholder class actions or other class action suits);
the Company could experience increased credit losses or higher delinquency rates
on loans originated; negative changes in general economic conditions in markets
could adversely impact the Company; the Company could experience lower recovery
rates than anticipated on the sale of repossessions; the Company could lose the
services of key management personnel; and any other factors that generally
affect companies in bankruptcy proceedings or in these lines of business could
also adversely impact the Company.

In addition, the views of the Company are subject to certain risks related to
the Chapter 11 bankruptcy proceedings, including the Company may not be able to
continue as a going concern; the Company's debtor-in-possession and other
financing activities may not be finalized, may be terminated or otherwise may
not be available for borrowing; the Company may not be able to securitize or
sell the loans that it originates or otherwise finance its loan origination
activities; the Company may not be able to obtain the Court's approval with
respect to motions in the Chapter 11 proceeding prosecuted by it from time to
time; the Company may not be able to develop, prosecute, confirm or consummate
one or more plans of reorganization with respect to the Chapter 11 cases; third
parties may seek and obtain Court approval to terminate or shorten the
exclusivity period that the Company has to propose and confirm one or more plans
of reorganization; the Company may not be





able to obtain and maintain normal terms with vendors and service providers; the
Company may not be able to maintain contracts that are critical to its
operations and the Chapter 11 cases may have an adverse impact on the Company's
liquidity or results of operation.

Should the Company's underlying assumptions prove incorrect or should one or
more of the risks and uncertainties materialize, actual events or results may
vary materially and adversely from those described herein as anticipated,
expected, believed or estimated.

..