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):      November 22, 2002

OAKWOOD HOMES CORPORATION

(Exact name of registrant as specified in charter)

North Carolina	1-7444	56-0985879
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer 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 November 23, 2002, Oakwood Homes Corporation (the “Company”) announced that it had reached agreements in principle relating to proposed debtor-in possession (“DIP”) financing facilities totaling up to $415 million. The press release issued by the Company announcing these proposed financing facilities is attached hereto as Exhibit 99.1. The Term Sheet for DIP Financing Facility with Berkshire Hathaway Inc., Greenwich Capital Financial Products, Inc. and Ranch Capital LLC, as co-lenders, to provide up to $215 million in DIP financing is attached hereto as Exhibit 10.1. The Credit Suisse First Boston Summary Indicative Terms and Conditions for continued access to the Company’s loan purchase facility of up to $200 million is attached hereto as Exhibit 10.2.

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 exhibit is filed herewith:

10.1	Term Sheet for DIP Financing Facility
10.2	Credit Suisse First Boston Summary Indicative Terms and Conditions
99.1	Press release issued on November 23, 2002.

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: November 26, 2002	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:
November 23, 2002 Commission File No:
1-7444

OAKWOOD HOMES CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Term Sheet for DIP Financing Facility
10.2	Credit Suisse First Boston Summary Indicative Terms and Conditions
99.1	Press release issued on November 23, 2002.

EX-10.1 3 g79580exv10w1.txt TERM SHEET FOR DIP FINANCING FACILITY Exhibit 10.1 M.E.S. [/s/ Myles E. Standish] J.A. [/s/ John Anderson] OAKWOOD HOMES CORPORATION AND AFFILIATES SUMMARY OF TERMS $215,000,000 DEBTOR-IN-POSSESSION FINANCING FACILITY I. INITIAL DIP FACILITY Borrowers: Oakwood Homes Corporation and its affiliates which are "debtors" under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT"). Each Borrower shall be a joint and several co-obligor with respect to the Initial DIP Facility. Debtors: Same as Borrowers. Initial DIP Facility: $15,000,000 non-revolving credit facility, subject to increase, in the DIP Lender's sole discretion, to $25,000,000 upon the pledging of the Tax Refund or other additional Priority Lien Collateral (as defined below) following due diligence of such additional collateral (the "INITIAL DIP FACILITY"). No additional fees shall be payable by the Borrowers for such facility increase. The Borrowers shall seek approval of the Bankruptcy Court in the interim order approving the Initial DIP Facility (the "INTERIM ORDER") to pledge such additional Priority Lien Collateral to the DIP Lender. If the DIP Lender increases the Initial DIP Facility to $25,000,000 within 10 calendar days of the initial draw under the Initial DIP Facility, the DIP Lender shall have until December 18, 2002 (the "COMMITMENT DEADLINE") to provide to the Borrowers a commitment (the "Commitment") to provide the Permanent DIP Facility; however the DIP Lender will agree to use its reasonable best efforts and work in good faith to provide such commitment by December 12, 2002. If the Borrowers elect for any reason not to close the Permanent DIP Facility with the DIP Lender or the Borrowers file a motion to approve an alternative DIP financing arrangement (in either case other than as a result of the failure of the DIP Lender to provide such Commitment by the Commitment Deadline), the DIP Lender will be entitled to a fee (the "BREAK-UP FEE") in an amount equal to the sum of a break fee of $2,150,000 and a due diligence fee of $500,000. "Tax Refund" means the proceeds of the expected $26 million federal tax refund due the Borrowers and not yet filed. The proceeds of the Initial DIP Facility may be used for general corporate purposes, including the costs of the bankruptcy proceedings. DIP Lender: Greenwich Capital Financial Products, Inc., Ranch Capital LLC and Berkshire Hathaway Inc., as co-lenders (collectively, the "DIP LENDER"), provided that one or more of the co-lenders may instead be participants in the Initial DIP Facility. Agent: Greenwich Capital Financial Products, Inc. Availability Prior To Final Order: Upon entry of the Interim Order the entire $15,000,000 will be available to the Borrowers. Term: All commitments of the DIP Lender under the DIP Facility shall terminate and all advances outstanding under the Initial DIP Facility shall be due and payable at the earliest of: (i) the date which is 12 months after the date the Debtors filed their petitions for relief under Chapter 11 of the Bankruptcy Code; (ii) the consummation of any sale pursuant to Section 363 of the Bankruptcy Code of a material portion of the Debtors' assets; (iii) the effective date of any plan of reorganization; (iv) conversion of any of the Debtors' bankruptcy cases to a case under Chapter 7 of the Bankruptcy Code; (v) dismissal of any of the Debtors' bankruptcy cases; (vi) the effective date of the Permanent DIP Facility; (vii) December 30, 2002 if by such date the DIP Lender is prepared to execute the Permanent DIP Facility on substantially the terms set forth herein and the Borrowers fail to execute such facility; (viii) the date on which any other debtor-in-possession financing arrangement provided by any person other than the DIP Lender is approved by the Bankruptcy Court or (ix) the occurrence of an event of default under the DIP Facility (in either case, the "MATURITY DATE"). Interest Rate: One-month LIBOR plus 5.0% per annum subject to a floor of 9.5% per annum, payable monthly in arrears on the 5th Business Day of the month. Default Rate: Upon the occurrence of an Event of Default, the Interest Rate shall be increased by 200 basis points. Facility Fee: $1,000,000 payable upon entry of the Interim Order approving the Initial DIP Facility. Letter of Credit Fee: 5.0% per annum Nonusage Fee: None Collections of Proceeds: Unless the Borrowers pledge to the DIP Lender additional Priority Lien Collateral, acceptable to the DIP Lender in its sole discretion, (a) all proceeds of the Servicing Advance Receivables will be used to repay the Initial DIP Facility and (b) such proceeds will be remitted to the DIP Lender on the 3rd Business Day of each week for the preceding week or on such other less frequent schedule acceptable to the DIP Lender. So long as no Event of Default has occurred under the DIP Facility, net cash proceeds up to $20,000,000 from any asset sales other than the Servicing Advance Receivables may be applied by the Borrowers for general corporate purposes subject to restrictions applicable under any prepetition loan agreement Collateral: All indebtedness and obligations under the DIP Facility, including without limitation the Break-up Fee and all other fees and expenses due the DIP Lender, will be secured by security interests and liens granted pursuant to Section 364(c) and (d) of the Bankruptcy Code (a) with priority over all valid and perfected existing and future security interests, liens, claims and encumbrances, in and on the Servicing Advance Receivables (as defined below) and the proceeds thereof (the "PRIORITY LIEN COLLATERAL") and (b) with priority junior to all valid and perfected existing security interests, liens, claims and encumbrances as of the date of entry of the Interim Order, in and on all other real and personal property, tangible or intangible assets, including all bank accounts, deposits and cash, wherever located, whether now existing or hereafter acquired of the Debtors, the Debtors' bankruptcy estates and the subsidiaries and affiliates of the Debtor (the "JUNIOR LIEN COLLATERAL" and together with the Priority Lien Collateral, the "Collateral") and all proceeds, products, rents, revenues and profits of the Collateral (exclusive of any avoidance actions available to the bankruptcy estates of the Debtors pursuant to Sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code), subject only to the Carve-Out (as defined below). In addition, to the extent of the outstanding obligations of the Borrowers under the DIP Facility, the DIP Lender shall be granted superpriority claims over all other claims against the Debtors other than the Carve-Out (as defined below). Notwithstanding the foregoing, the Collateral shall not include Debtors' "raw materials" as described on Scheduled A to the September 30, 2002 Executive Report. No costs or expenses of administration shall be imposed against the Collateral under Section 506(c) of the Bankruptcy Code other than the Carve-Out (as defined below). Servicing Advance Receivables: All rights of reimbursement of the Borrowers existing as of November 15, 2002 totaling not less than $75,000,000 relating to amounts expended by the Borrowers, as servicer, or advanced to the securitization trusts created by the Borrowers, as servicer, in the approximate amount of $110,000,000 for which the Borrowers are either presently entitled to reimbursement or for which the Borrowers will become entitled to reimbursement upon the liquidation of repossessed manufactured housing units relating to such advances or upon the taking of other action by the Borrowers, including without limitation, determining that certain of such expenditures or advances are unrecoverable from the underlying obligor or from proceeds of liquidation of the obligor's manufactured housing unit. Such Servicing Advance Receivables are commonly referred to as "Servicing Advances", "P&I Advances", "Corporate Advances", "Escrow Advances", "Repo Expense Advances", and "Liquidation Expense Advances". Carve-Out: Following an Event of Default, carve-out for professionals fees approved by the Bankruptcy Court not to exceed $500,000, provided however, that the Carve-Out shall not act as a limit on the fees payable to the U.S. Trustee in the Chapter 11 Case pursuant to the Bankruptcy Code, 28 U.S.C. Section 1930, or other similar statute mandating payment of U.S. Trustee fees. Conditions Precedent: Standard for DIP loans and including the following additional conditions precedent: 1. Entry of Interim Order approving the DIP Facility, in form and substance acceptable to the DIP Lender, and the pledging of additional Priority Lien Collateral in support of the increase of the Initial DIP Facility to $25,000,000. 2. Standstill agreement with lender under the Foothill Facility and continuation of the CSFB Warehouse Facility on substantially the pre-petition terms of such facility with such modifications as are approved by the DIP Lender. 3. Execution of an intercreditor agreement among the lenders under the Foothill Facility and the DIP Lender satisfactory in form and substance to the DIP Lender. Representation & Warranties: Customary for transactions of this nature including but not limited to: 1. Borrowers hold all rights, title and interest in the Servicing Advance Receivables free and clear of all liens, encumbrances and rights of setoff. 2. Servicing Advance Receivables, in the aggregate amount of at least $75,000,000, qualify as "P&I Advances", "Escrow Advances", "Servicing Advances" or "Liquidation Expenses" under the relevant securitization documents and the Borrowers have no reason to believe that the foregoing do not qualify for reimbursement under the terms of the related securitization documentation. 3. Servicing Advance Receivables in the aggregate amount of at least $75,000,000 are outstanding and have not been reimbursed to Borrowers or any of their affiliates. Affirmative Covenants: Standard for DIP loans, including: 1. Monthly and weekly reporting requirements as determined by the DIP Lender. 2. Reporting on usage of Foothill Facility and CSFB Warehouse Facility. 3. Borrower will seek reimbursement of Servicing Advances consistent with past practices. 4. Borrower will seek reimbursement of Servicing Advances seasonably upon becoming so entitled under the relevant securitization documentation. 5. Borrower will use its reasonable best efforts to satisfy the conditions precedent to obtain approval of the Permanent DIP Facility by December 20, 2002. 6. At all times following December 31, 2002 the Borrowers shall on a consolidated basis maintain liquidity (cash and cash equivalents and undrawn committed amounts available under the Initial DIP Facility or the CSFB Warehouse Facility) of at least $5,000,000. 7. Sell or securitize at least $150,000,000 in whole loans by December 31, 2002 with cash proceeds of at least 90%. Following January 31, 2003 whole loan sales must net cash proceeds of at least 95%. 8. Oakwood Acceptance Corp. (or an affiliate approved by the DIP Lender) shall at all times be the servicer of the loans relating to the Servicing Advance Receivables and shall perform its obligations in accordance with the related Pooling and Servicing Agreements. Negative Covenants: Standard for DIP loans, including the following additional covenants: 1. No material adverse change without DIP Lender consent to the servicing rights relating to the securitization trusts for which any of the Borrowers is the servicer. Events of Default: Standard for DIP loans and including the following additional Events of Default (notice and cure provisions to be discussed): 1. The sale or other transfer of Borrowers' servicing rights to a third party without such third party purchasing all Servicing Advance Receivables relating to such servicing rights at a cash price equal to at least 75% of face amount. 2. Failure of the Debtors to obtain a final order of the Bankruptcy Court approving the Initial DIP Facility within 45 days of the Interim Order, which final order shall have become final and nonappealable. 3. The occurrence of any event of default under the Foothill Facility or CSFB Warehouse Facility which remains uncured after 5 Business Days. 4. The Borrowers or a wholly owned affiliate cease to be the servicer under each of the securitization trusts for which Servicing Advance Receivables are outstanding. 5. The cessation of any material business operation of the Borrowers. Governing Law: New York law shall govern the Initial DIP Facility. Expenses and Indemnification: The Borrowers will reimburse the DIP Lender for its reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with the diligence, documentation, execution, monitoring and enforcement of the Initial DIP Facility and in connection with the diligence and documentation of the Permanent DIP Facility, including without limitation real estate appraisals and inventory verification and analysis whether or not the Permanent DIP Facility is executed and whether or not the DIP Lender provides the Commitment. Indemnification provisions customary for DIP transactions will be provided in the Initial DIP Facility. II. PERMANENT DIP FACILITY Borrowers: Oakwood Homes Corporation and its affiliates which are "debtors" under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT"). Each Borrower shall be joint and several co-obligors with respect to the Permanent DIP Facility. Debtors: Same as Borrowers. Permanent DIP Facility: $215,000,000 credit facility (the "PERMANENT DIP FACILITY" or the "FACILITY"), consisting of two tranches as follows: - TRANCHE A SUBFACILITY: $125,000,000 revolving credit facility for general corporate purposes (consistent with 12-month operating budget (the "BUDGET") to be agreed between the Borrowers and the DIP Lender), with an additional $15,000,000 available for up to 30 consecutive days in any calendar quarter, subject to satisfaction of the Tranche A Borrowing Base. - TRANCHE B SUBFACILITY: $75,000,000 revolving structured financing vehicle for the funding of P&I Advances. Maximum Credit: $215,000,000, the sum of the Tranche A Subfacility and the Tranche B Subfacility. DIP Lender: Greenwich Capital Financial Products, Inc., Ranch Capital LLC and Berkshire Hathaway Inc., as co-lenders (collectively, the "DIP LENDER"), provided that one or more of the co-lenders may instead act as participants in the Permanent DIP Facility. Agent: Greenwich Capital Financial Products, Inc. Term: All commitments of the DIP Lender under the Facility shall terminate and all advances outstanding under the Facility shall be due and payable at the earliest of: (i) the date which is 11 months after the date the Debtors filed their petitions for relief under Chapter 11 of the Bankruptcy Code; (ii) the consummation of any sale pursuant to Section 363 of the Bankruptcy Code of all or substantially all of Debtors' assets; (iii) the effective date of any plan of reorganization; (iv) conversion of any of the Debtors' bankruptcy cases to a case under Chapter 7 of the Bankruptcy Code; (v) dismissal of any of the Debtors' bankruptcy cases; or (vi) the occurrence of an event of default under the Facility (in either case, the "MATURITY DATE"). Interest Rate: One-month LIBOR plus 5.0% per annum subject to a floor of (a) 9.5% per annum on Tranche A advances outstanding and (b) 7.5% per annum on Tranche B advances outstanding, payable monthly in arrears on the 5th Business Day of the month. Default Rate: Upon the occurrence of an Event of Default, the Interest Rate shall be increased by 200 basis points. Facility Fee: The DIP Lender will be entitled to receive as compensation for the Permanent DIP Facility, (a) 2% of the Maximum Credit payable upon approval of the Facility by the Bankruptcy Court less the $1,000,000 Facility Fee paid under the Initial DIP Facility and (b) 2% of the Maximum Credit payable at the Maturity Date. Letter of Credit Fee: 5.0% per annum Nonusage Fee: 0.50% per annum on daily average unused amount of Tranche A payable monthly in arrears Use of Asset Disposition Proceeds: So long as no Event of Default or material default has occurred under the Facility, net aggregate cash proceeds up to $38,000,000 from any sales of or recoveries on assets not included in the Borrowing Base may be applied by the Borrowers for general corporate purposes. Collateral: All indebtedness and obligations under the Facility will be secured by security interests and liens granted pursuant to Section 364(c) and (d) of the Bankruptcy Code (the "PRIORITY LIEN"), with priority over all valid and perfected existing and future security interests, liens, claims and encumbrances, in and on all real and personal property, tangible or intangible assets, including all bank accounts, deposits and cash, wherever located, whether now existing or hereafter acquired of the Debtors, the Debtors' bankruptcy estates and the subsidiaries and affiliates of the Debtor (the "COLLATERAL") and all proceeds, products, rents, revenues and profits of the Collateral (exclusive of any avoidance actions available to the bankruptcy estates of the Debtors pursuant to Sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code), subject only to (a) the Carve-Out (as defined below), (b) liens on inventory owned by Suburban and New Dimension Homes, Inc. securing Indebtedness to their respective floor plan lenders in an aggregate outstanding amount not exceeding $10,000,000, and (c) Liens on the IRB Properties securing the IRBs issued prior to the petition date. In addition, to the extent of the outstanding obligations of the Borrowers under the Facility, the DIP Lenders shall be granted superpriority claims over all other claims against the Debtors other than the Carve-Out (as defined below). Notwithstanding the foregoing, the Collateral shall not include Debtors' "raw materials". No costs or expenses of administration shall be imposed against the Collateral under Section 506(c) of the Bankruptcy Code other than the Carve-Out (as defined below). The Tranche A Subfacility and the Tranche B Subfacility will be cross-collateralized and cross-defaulted. Carve-Out: Professionals fees not to exceed an agreed limit, provided however, that the Carve-Out shall not limit the fees payable to the U.S. Trustee in the Chapter 11 Case pursuant to the Bankruptcy Code, 28 U.S.C. Section 1930, or other similar statute mandating payment of U.S. Trustee fees. Tranche A Borrowing Base: The Borrowing Base assets and indicative Borrowing Base value of such assets for the Tranche A Subfacility (based on September 30, 2002 balance sheet) are as follows (all amounts are approximate): - Eligible Inventory (based on market experience or $60 million as provided in the Foothill Facility): - Eligible Accounts (as provided in the Foothill Facility): $10 million - Retained subordinate bonds from the Borrower's $5 million securitizations at approximately 67% of DIP Lenders valuation: - Haircut value of $150,000,000 CSFB Warehouse $7.5 million Facility at approximately 50% of the portion of such haircut which would be realized in cash proceeds based on the Borrowers' most recent securitization cash execution: - Existing Servicing Advance Receivables $40 million (methodology and analysis not yet finalized; however, Borrowing Base expected to be approximately 50% of face amount of advances projected to be collectible): * - Eligible Advances made post-petition $2.5 million (approximately 75% of face): initially - Real Estate (based on 50% quick-sale appraisal in $25 million the case of corporate headquarters and 25% of quick-sale appraisal in the case of any other real estate parcel with a quick-sale appraised value over $1 million, subject to a maximum aggregate of $25 million): - Real Estate (based on 80% of executed contract of TBD sale purchase price with no due diligence condition and nonrefundable deposit of at least 5%): Tranche B Borrowing Base: 1999-B Series and Earlier Loan-Level P&I Advances: 90% 1999-C Series and Later Pool-Level P&I Advances: 99% The Tranche B Subfacility will use or be based on existing Prudential Facility structure (including $2 million reserve) for Pool-Level P&I Advances and a separate but similar structure for Loan-Level P&I Advances (until the Prudential Facility can be expanded to accommodate Loan-Level P&I Advances). The pool factor for any series must be 20% or greater and loans delinquent greater than 30 days in any series must not constitute more than 40% by principal balance of the remaining loans in such series. Conditions Precedent: Standard for DIP loans and including the following additional conditions precedent: 1. Entry of an order of the Bankruptcy Court approving the Facility, in form and substance acceptable to the DIP Lender, which order shall have become final and nonappealable. 2. Continuation of the CSFB Warehouse Facility on substantially the pre-petition terms of such facility with such modifications as are approved by the DIP Lender. 3. Completion of diligence by Lender to Lender's sole satisfaction. 4. Approval of The Royal Bank of Scotland Group Credit Committee. Representation & Warranties: Customary for transactions of this nature, including the following additional representations and warranties: 1. Servicing Advance Receivables, in the aggregate amount of at least $90,000,000, qualify as "P&I Advances", "Escrow Advances", "Servicing Advances" or "Liquidation Expenses" under the relevant securitization documents and the Borrowers have no reason to believe that the foregoing do not qualify for reimbursement under the terms of the related securitization documentation. 2. Servicing Advance Receivables in the aggregate amount of at least $90,000,000 are outstanding and have not been reimbursed to Borrowers or any of their affiliates. 3. Other representations and warranties regarding the Collateral reasonably requested by the DIP Lender. Affirmative Covenants: Standard for DIP loans, including: 1. Monthly and weekly reporting requirements as determined by the DIP Lender. 2. Reporting on usage of CSFB Warehouse Facility. 3. Borrower will seek reimbursement of Servicing Advances consistent with past practices. 4. Borrower will seek reimbursement of Servicing Advances promptly upon becoming so entitled under the relevant securitization documentation. 5. Borrower will use its reasonable best efforts to satisfy the conditions precedent to obtain approval of the Permanent Facility by December 19, 2002. 6. The Borrowers shall at all times on a consolidated basis maintain liquidity (cash and cash equivalents and undrawn committed amounts available under the Facility or the CSFB Warehouse Facility) of at least $5,000,000. 7. Sell or securitize at least $150,000,000 in whole loans by December 31, 2002 with cash proceeds of at least 90%. Following January 31, 2003 whole loan sales must net cash proceeds of at least 95%. Whole loan sales or securitizations provided for in the Budget must occur within 30 days of the date budgeted and must be in an amount equal to the lesser of $100,000,000 or 80% of the Borrowers' unsecuritized whole loans. 8. Continued retention of restructuring advisory professionals. 9. File disclosure statement and plan of reorganization by January 15, 2003; obtain order of the Bankruptcy Court approving disclosure statement by February 28, 2003; obtain order of the Bankruptcy Court confirming plan of reorganization by May 15, 2003, which order shall have become final and nonappealable; provided that a breach of any of the foregoing covenants shall not become an Event of Default unless all of the DIP Lenders so agree. 10. Obtain an order of the Bankruptcy Court approving disclosure statement by August 31, 2003, which order shall have become final and nonappealable. 11. Modifications to servicing fee provisions of Pooling & Servicing Agreements to be discussed. 11. Oakwood Acceptance Corp. (or an affiliate approved by the DIP Lender) shall at all times be the servicer of the loans relating to the Servicing Advance Receivables and shall perform its obligations in accordance with the related Pooling and Servicing Agreements. 12. The Borrowers shall file a federal tax refund claim in the amount of at least $26,000,000 by December 30, 2002 and shall receive such refund no later than March 15, 2002. 13. In the event a Borrowing Base deficiency exists on any date of computation, the Borrowers shall within one Business Day of receipt of notice repay the Facility in the amount of such deficiency. 14. Operating performance and liquidity of the Borrowers shall not vary materially adversely from the Budget. Negative Covenants: Standard for DIP loans, including the following additional covenants: 1. Without DIP Lender consent no material adverse change to the rights of the servicer under the Pooling and Servicing Agreements relating to the securitization trusts for which any of the Borrowers is the servicer. 2. The filing by the Borrowers of a disclosure statement or plan of reorganization incorporating terms materially different than the restructuring outline disclosed publicly by the Borrowers on November 15, 2002 and filed on Form 8-K on November 18, 2002; provided that a breach of the foregoing covenant shall not become an Event of Default unless both GCFP and Berkshire agree. Events of Default: Standard for DIP loans and including the following additional Events of Default: 1. The sale or other transfer of Borrowers' servicing rights to a third party without such third party purchasing all Servicing Advance Receivables relating to such servicing rights at a cash price equal to the greater of the Borrowing Base attribute to such receivables and 75% of face amount. 2. The occurrence of any event of default under the CSFB Warehouse Facility, the suspension of funding thereunder by CSFB or a material reduction of the committed credit amount. 3. Oakwood Acceptance Corp. or a wholly owned affiliate approved by the DIP Lender ceases to be the servicer under each of the securitization trusts for which Servicing Advance Receivables are outstanding. 4. The cessation of material business operations of the Borrowers. Cash Sweep: All unrestricted cash of the Borrowers in excess of $5 million will be swept monthly to repay Tranche A Advances but such repayment will not reduce the Tranche A Borrowing Base unless such cash represents proceeds of Borrowing Base Assets. Upon an Event of Default the DIP Lender may sweep unrestricted cash in repayment of the DIP obligations. Asset Sales or Recoveries: So long as no Event of Default has occurred under the Facility, net cash proceeds in the aggregate amount of $38,000,000 realized from any asset other than assets included in the Borrowing Base ("BORROWING BASE ASSETS") may be retained by the Borrowers for working capital needs. Governing Law: New York law shall govern the Initial Facility. Expenses and Indemnification: The Borrowers will reimburse the DIP Lender for its reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with the diligence, documentation, execution, monitoring and enforcement of the Permanent DIP Facility, including without limitation real estate appraisals and inventory verification and analysis. Indemnification provisions customary for DIP transactions will be provided in the Permanent DIP Facility. EX-10.2 4 g79580exv10w2.txt CREDIT SUISSE FIRST BOSTON SUMMARY INDICATIVE TERM EXHIBIT 10.2 SUMMARY INDICATIVE TERMS AND CONDITIONS Credit Suisse First Boston, acting through its New York Branch, as agent (the "Agent") for the Purchasers under the Note Purchase Agreement is pleased to provide Oakwood Mortgage Investors with this summary indicative term sheet (the "Term Sheet") solely for discussion purposes. This is not a commitment. THE TERM SHEET DOES NOT PRESENT ALL OF THE TERMS, CONDITIONS, COVENANTS, REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS, WHICH WILL BE CONTAINED IN THE DEFINITIVE LEGAL DOCUMENTATION FOR THE TRANSACTIONS CONTEMPLATED THEREBY. Those matters that are not covered or made clear in this Term Sheet are subject to mutual agreement of the parties. Documentation will include, in addition to the provisions outlined in this Term Sheet, provisions that are customary and appropriate for this type of transaction. Terms not defined here are defined in the existing documentation. In addition, OUR PROPOSAL TO REINSTATE AND AMEND THE NOTE PURCHASE AGREEMENT AND OTHER DOCUMENTS WILL BE SUBJECT TO THE CONDITIONS PRECEDENT OUTLINED BELOW. PROPOSED AMENDMENT TO TERMS Issuer: OMI Note Trust 2001-A ("OMI Trust"), which purchases manufactured housing loans and contracts (the "Purchased Assets") from Oakleaf Holdings, LLC, an indirect subsidiary of Oakwood Acceptance Corporation ("OAC"). Agreement: Purchases of notes ("Notes") issued by the OMI Trust pursuant to the note purchase agreement (the "NPA"). Borrowing Base: The maximum Borrowing Base under the NPA shall be $200 million. All Borrowings under the NPA in excess of those funded by the $148 million currently advanced shall be at a Borrowing Base Percentage equal to the lower of (i) 78% and (ii) (x) 100% minus (y) the percentage credit enhancement required by any two of Standard & Poor's, Moody's and Fitch, as selected by the Seller, to achieve a rating of AA, Aa2 or AA, respectively. Margin: 0.375%. Program Fee: 3% annual rate. Fundings: Once weekly. A due diligence agent acceptable to the Agent may examine the files relating to the Purchased Assets (including the files at the Custodian's offices) before funding. Maturity Date: The NPA will terminate on the earliest of (a) February 15, 2004, (b) the occurrence of an Event of Default or (c) the effective date of a chapter 11 plan of Oakwood Homes and/or OAC, at which time the Agent can exercise the same remedies as under an Event of Default if the Notes are not fully paid. Distributions: Upon the occurrence of an Event of Default, the OMI Trust shall distribute all collections to the Noteholders until the Notes are repaid in full before any amounts are distributable to the Certificates. Servicing: On any date the Agent may direct OAC to transfer servicing to the servicer of its choosing; such servicer shall repay any outstanding servicing advances on any transferred Purchased Assets on the transfer date. Servicer Events In addition to Events of Default under the existing of Default Servicing Agreement, there shall be additional Servicer Events of Default as described below under "NPA Events of Default". Servicing Fees: Servicing fees shall remain subordinate and at current fee levels while OAC services the assets. Conditions Precedent to Reinstatement of NPA:The Purchaser's commitment to reinstate the NPA shall be conditioned on the following: 1) Oakwood Homes shall have entered into a DIP financing facility for at least $15 million on terms satisfactory to the Agent (the "Interim DIP Financing"), and there shall be no outstanding default or event of default thereunder. 2) The Court shall have entered an order approving the Interim DIP Financing (which shall not have been vacated or stayed, and shall not be the subject of appeals) satisfactory in all respects to the Agent (the "Interim Order"). 3) Completion of due diligence and satisfaction of the Agent with the results thereof. 4) The bankruptcy court shall have entered an order or orders (which shall not have been vacated or stayed, and which shall not be the subject of appeals) satisfactory in all respects to the Agent as to (a) the legal effect of the transfer of the Purchased Assets to the OMI Trust, (b) the insulation of the OMI Trust and the Purchased Assets from (i) the bankruptcy cases and estates of Oakwood Homes and other Oakwood affiliates and (ii) the automatic stay and any other stay or similar relief imposed in such bankruptcy cases, and (c) the assumption by OAC and/or another entity satisfactory to the Agent of the relevant servicing agreement, as amended as contemplated hereby, and the enforceability (free from stay, delay or any other interference) of the OMI Trust's, the Indenture Trustee's and Agent's rights and remedies thereunder, including without limitation rights and remedies in respect of collections on the Purchased Assets, realization on the Purchased Assets, the transfer of servicing, and preservation of lock-box arrangements, all in accordance with the provisions of the servicing agreement (it being understood that prior to December 12, 2002, the servicing contract may not be assumed provided that OAC has entered into agreements and/or court orders have been entered that provide similar protection to the OMI Trust and the Agent, which agreements and/or orders are acceptable in all respects to the Agent). 5) The execution and delivery of definitive documentation and legal opinions satisfactory in all respects to the Agent. 6) After giving pro forma effect to the reinstatement of the NPA, there shall be no Default or Event of Default thereunder. Conditions Precedent to Purchase of Notes 1) The Interim Order, and on and after December 20, 2002 the Final Order, shall not have been vacated or stayed, shall not be the subject of appeals, and shall not have been modified without the consent of the Agent. 2) No Default or Event of Default shall have occurred and be continuing. 3) All other conditions similar to the existing NPA. 4) No default or event of default shall have occurred and be continuing under the Interim DIP Facility or the Final DIP Facility, as the case may be. NPA Events of Default: In addition to the Events of Default under the current NPA: 1) New bankruptcy-related Events of Default will be added to the NPA including conversion of cases to chapter 7, appointment of trustee or examiner with expanded powers, reversal or vacating of any order relating to the NPA or relevant servicing agreements, and entry of any order containing provisions inconsistent with the NPA and servicing contemplated hereby (or the taking of any action by the debtors or an official committee seeking such an order). 2) The failure by Oakwood Homes to have available to it permanent DIP financing facility for at least $215 million by December 20, 2002 (and all times thereafter) on terms deemed satisfactory by the Purchaser (the "Final DIP Facility") and the failure for an order approving the Final DIP Facility in form and substance satisfactory to the Agent to be entered by the Court by such date, and for such Final Order to at all times thereafter shall not have been vacated or stayed, and shall not be the subject of appeals. 3) The consummation of a plan of reorganization for any of the Debtors prior to the satisfaction in full of all obligations under the NPA. Reporting: In addition to the existing reporting requirements, the Agent will be supplied with (a) copies of all reports provided to the DIP lenders, and (b) information on servicing staffing, performance, cash collections, and management changes. Lockbox: The Agent shall send notice to First Union, as lockbox bank, of the Agent's rights to consent to any changes to the Lockbox Agreement or standing directions to the lockbox bank. Expenses: The Seller shall be responsible for any and all legal fees, due diligence and other out-of-pocket costs incurred by the Agent in amending the Facilities. BERKSHIRE HATHAWAY Purchase Agreement: The Agent will enter into a note purchase agreement with a Berkshire Hathaway group entity (acceptable to the Agent) under which Berkshire Hathaway will agree to purchase at par, upon the Agent's request, 13% of the OMI Trust Note that the Purchasers may hold. Fee Participation: Berkshire Hathaway shall receive $65,000 per month (13%) of the Program Fees while the Purchase Agreement is in effect. M.E.S. [/s/ Myles E. Standish] F.O. [/s/ Fiachra O'Driscoll] EX-99.1 5 g79580exv99w1.txt PRESS RELEASE EXHIBIT 99.1 OAKWOOD HOMES CORPORATION ARRANGES $415 MILLION IN CREDIT FACILITIES GREENSBORO, N.C., Nov. 23 - Oakwood Homes Corporation announced today that it has reached agreements in principle to provide the Company with liquidity facilities totaling $415 million. Myles E. Standish, President and Chief Executive Officer, stated: "We are delighted to announce that we have reached an agreement in principle with Berkshire Hathaway Inc., Greenwich Capital Financial Products, Inc. and Ranch Capital LLC to provide debtor in possession ("DIP") financing while we complete our reorganization. The $215 million DIP facility, for which we expect to receive final court approval in mid-December, includes a $140 million line to be used for general corporate liquidity needs and a $75 million loan servicing advance line. The agreement provides for interim financing of up to $25 million until the proposed agreement receives final court approval. This facility will replace our existing $65 million revolving credit facility and our $50 million loan servicing advance facility, thus providing us with an additional $100 million in liquidity. "We are also pleased to announce that we have reached an agreement in principle for continued access to our existing $200 million loan purchase facility, which will allow our finance company to originate loans as usual. We believe that the proposed $415 million of credit facilities should provide Oakwood with ample liquidity throughout the bankruptcy proceedings. "On November 15, the Company reached an agreement in principle with Berkshire Hathaway Inc., its largest senior unsecured creditor, to restructure the Company's balance sheet. Under the proposed plan, Berkshire Hathaway Inc. would become the Company's largest shareholder upon the Company's emergence from bankruptcy. The Company intends to work with Berkshire Hathaway, Inc. over the next several weeks to prepare and file with the court a formal plan of reorganization. The Company's proposed plan calls for existing shareholders to receive a nominal value, consisting solely of out-of-the-money warrants for approximately 10% of the post-restructuring common shares. As we move forward, I want our employees, vendors, independent retailers and customers to know that we expect to operate on a "business as usual" basis. This is a fresh start for a business that has successfully adjusted and survived for the past 56 years." Credit Suisse First Boston assisted the Company as financial advisor in developing the Company's restructuring plan, and FTI Consulting, Inc. assisted the Company as restructuring advisor in placement of the debtor in possession financing. Oakwood Homes Corporation and its subsidiaries are engaged in the production, sale, financing and insuring 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 expectation that the Company will be able to successfully reorganize itself, the expectation that the Company will be able to finalize its $215 million DIP facility and receive court approval for the facility, the belief that the credit facilities should provide the Company with ample liquidity throughout the bankruptcy proceedings, the expectation that the extension of the loan purchase facility will be finalized and that the finance company will continue to originate loans as usual, the expectation that the Company will be able to obtain the support of its remaining creditors for its reorganization plan and the expectation that the Company will be able to operate on a "business as usual" basis. 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: the Company's plan of reorganization may not receive the support of its creditors or be approved by the Bankruptcy Court; competitive industry conditions could further adversely affect sales and profitability; the Company may be unable to access sufficient capital and liquidity to fund its operations during the reorganization process; it may recognize special charges or experience increased costs in connection with its securitization or other financing activities; the Company may be required to provide various forms of credit enhancement to its vendors, lenders or others; the Company may recognize special charges or experience increased costs in connection with restructuring activities; 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; the Company could experience lower recovery rates than anticipated on the sale of repossessions, negative changes in general economic conditions or the industry could adversely impact the Company; it 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. 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-10.1

                                                                    Exhibit 10.1


                                                                          M.E.S.
                                                         [/s/ Myles E. Standish]
                                                                            J.A.
                                                             [/s/ John Anderson]

                    OAKWOOD HOMES CORPORATION AND AFFILIATES
                                SUMMARY OF TERMS
                                  $215,000,000
                     DEBTOR-IN-POSSESSION FINANCING FACILITY

I.       INITIAL DIP FACILITY

Borrowers:              Oakwood Homes Corporation and its affiliates which
                        are "debtors" under Chapter 11 of the Bankruptcy Code
                        in the United States Bankruptcy Court for the
                        District of Delaware (the "BANKRUPTCY COURT"). Each
                        Borrower shall be a joint and several co-obligor with
                        respect to the Initial DIP Facility.

Debtors:                Same as Borrowers.

Initial DIP Facility:   $15,000,000 non-revolving credit facility, subject to
                        increase, in the DIP Lender's sole discretion, to
                        $25,000,000 upon the pledging of the Tax Refund or other
                        additional Priority Lien Collateral (as defined below)
                        following due diligence of such additional collateral
                        (the "INITIAL DIP FACILITY"). No additional fees shall
                        be payable by the Borrowers for such facility increase.
                        The Borrowers shall seek approval of the Bankruptcy
                        Court in the interim order approving the Initial DIP
                        Facility (the "INTERIM ORDER") to pledge such additional
                        Priority Lien Collateral to the DIP Lender. If the DIP
                        Lender increases the Initial DIP Facility to $25,000,000
                        within 10 calendar days of the initial draw under the
                        Initial DIP Facility, the DIP Lender shall have until
                        December 18, 2002 (the "COMMITMENT DEADLINE") to provide
                        to the Borrowers a commitment (the "Commitment") to
                        provide the Permanent DIP Facility; however the DIP
                        Lender will agree to use its reasonable best efforts and
                        work in good faith to provide such commitment by
                        December 12, 2002. If the Borrowers elect for any reason
                        not to close the Permanent DIP Facility with the DIP
                        Lender or the Borrowers file a motion to approve an
                        alternative DIP financing arrangement (in either case
                        other than as a result of the failure of the DIP Lender
                        to provide such Commitment by the Commitment Deadline),
                        the DIP Lender will be entitled to a fee (the "BREAK-UP
                        FEE") in an amount equal to the sum of a break fee of
                        $2,150,000 and a due diligence fee of $500,000.

                        "Tax Refund" means the proceeds of the expected $26
                        million federal tax refund due the Borrowers and not yet
                        filed.

                        The proceeds of the Initial DIP Facility may be used for
                        general corporate purposes, including the costs of the
                        bankruptcy proceedings.

DIP Lender:             Greenwich Capital Financial Products, Inc., Ranch
                        Capital LLC and Berkshire Hathaway Inc., as co-lenders
                        (collectively, the "DIP LENDER"), provided that one or
                        more of the co-lenders may instead be participants in
                        the Initial DIP Facility.

Agent:                  Greenwich Capital Financial Products, Inc.

Availability Prior
To Final Order:         Upon entry of the Interim Order the entire $15,000,000
                        will be available to the Borrowers.


Term:                   All commitments of the DIP Lender under the DIP Facility
                        shall terminate and all advances outstanding under the
                        Initial DIP Facility shall be due and payable at the
                        earliest of: (i) the date which is 12 months after the
                        date the Debtors filed their petitions for relief under
                        Chapter 11 of the Bankruptcy Code; (ii) the consummation
                        of any sale pursuant to Section 363 of the Bankruptcy
                        Code of a material portion of the Debtors' assets; (iii)
                        the effective date of any plan of reorganization; (iv)
                        conversion of any of the Debtors' bankruptcy cases to a
                        case under Chapter 7 of the Bankruptcy Code; (v)
                        dismissal of any of the Debtors' bankruptcy cases; (vi)
                        the effective date of the Permanent DIP Facility; (vii)
                        December 30, 2002 if by such date the DIP Lender is
                        prepared to execute the Permanent DIP Facility on
                        substantially the terms set forth herein and the
                        Borrowers fail to execute such facility; (viii) the date
                        on which any other debtor-in-possession financing
                        arrangement provided by any person other than the DIP
                        Lender is approved by the Bankruptcy Court or (ix) the
                        occurrence of an event of default under the DIP Facility
                        (in either case, the "MATURITY DATE").

Interest Rate:          One-month LIBOR plus 5.0% per annum subject to a floor
                        of 9.5% per annum, payable monthly in arrears on the 5th
                        Business Day of the month.

Default Rate:           Upon the occurrence of an Event of Default, the Interest
                        Rate shall be increased by 200 basis points.

Facility Fee:           $1,000,000 payable upon entry of the Interim Order
                        approving the Initial DIP Facility.

Letter of Credit Fee:   5.0% per annum

Nonusage Fee:           None

Collections of
Proceeds:               Unless the Borrowers pledge to the DIP Lender additional
                        Priority Lien Collateral, acceptable to the DIP Lender
                        in its sole discretion, (a) all proceeds of the
                        Servicing Advance Receivables will be used to repay the
                        Initial DIP Facility and (b) such proceeds will be
                        remitted to the DIP Lender on the 3rd Business Day of
                        each week for the preceding week or on such other less
                        frequent schedule acceptable to the DIP Lender. So long
                        as no Event of Default has occurred under the DIP
                        Facility, net cash proceeds up to $20,000,000 from any
                        asset sales other than the Servicing Advance Receivables
                        may be applied by the Borrowers for general corporate
                        purposes subject to restrictions applicable under any
                        prepetition loan agreement


Collateral:             All indebtedness and obligations under the DIP Facility,
                        including without limitation the Break-up Fee and all
                        other fees and expenses due the DIP Lender, will be
                        secured by security interests and liens granted pursuant
                        to Section 364(c) and (d) of the Bankruptcy Code (a)
                        with priority over all valid and perfected existing and
                        future security interests, liens, claims and
                        encumbrances, in and on the Servicing Advance
                        Receivables (as defined below) and the proceeds thereof
                        (the "PRIORITY LIEN COLLATERAL") and (b) with priority
                        junior to all valid and perfected existing security
                        interests, liens, claims and encumbrances as of the date
                        of entry of the

                        Interim Order, in and on all other real and personal
                        property, tangible or intangible assets, including all
                        bank accounts, deposits and cash, wherever located,
                        whether now existing or hereafter acquired of the
                        Debtors, the Debtors' bankruptcy estates and the
                        subsidiaries and affiliates of the Debtor (the "JUNIOR
                        LIEN COLLATERAL" and together with the Priority Lien
                        Collateral, the "Collateral") and all proceeds,
                        products, rents, revenues and profits of the Collateral
                        (exclusive of any avoidance actions available to the
                        bankruptcy estates of the Debtors pursuant to Sections
                        544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the
                        Bankruptcy Code), subject only to the Carve-Out (as
                        defined below). In addition, to the extent of the
                        outstanding obligations of the Borrowers under the DIP
                        Facility, the DIP Lender shall be granted superpriority
                        claims over all other claims against the Debtors other
                        than the Carve-Out (as defined below). Notwithstanding
                        the foregoing, the Collateral shall not include Debtors'
                        "raw materials" as described on Scheduled A to the
                        September 30, 2002 Executive Report.


                        No costs or expenses of administration shall be
                        imposed against the Collateral under Section 506(c)
                        of the Bankruptcy Code other than the Carve-Out (as
                        defined below).

Servicing Advance
Receivables:            All rights of reimbursement of the Borrowers existing as
                        of November 15, 2002 totaling not less than $75,000,000
                        relating to amounts expended by the Borrowers, as
                        servicer, or advanced to the securitization trusts
                        created by the Borrowers, as servicer, in the
                        approximate amount of $110,000,000 for which the
                        Borrowers are either presently entitled to reimbursement
                        or for which the Borrowers will become entitled to
                        reimbursement upon the liquidation of repossessed
                        manufactured housing units relating to such advances or
                        upon the taking of other action by the Borrowers,
                        including without limitation, determining that certain
                        of such expenditures or advances are unrecoverable from
                        the underlying obligor or from proceeds of liquidation
                        of the obligor's manufactured housing unit. Such
                        Servicing Advance Receivables are commonly referred to
                        as "Servicing Advances", "P&I Advances", "Corporate
                        Advances", "Escrow Advances", "Repo Expense Advances",
                        and "Liquidation Expense Advances".


Carve-Out:              Following an Event of Default, carve-out for
                        professionals fees approved by the Bankruptcy Court not
                        to exceed $500,000, provided however, that the Carve-Out
                        shall not act as a limit on the fees payable to the U.S.
                        Trustee in the Chapter 11 Case pursuant to the
                        Bankruptcy Code, 28 U.S.C. Section 1930, or other
                        similar statute mandating payment of U.S. Trustee fees.

Conditions Precedent:   Standard for DIP loans and including the following
                        additional conditions precedent:

                           1.       Entry of Interim Order approving the DIP
                                    Facility, in form and substance acceptable
                                    to the DIP Lender, and the pledging of
                                    additional Priority Lien Collateral in
                                    support of the increase of the Initial DIP
                                    Facility to $25,000,000.

                           2.       Standstill agreement with lender under the
                                    Foothill Facility and continuation of the
                                    CSFB Warehouse Facility on substantially the
                                    pre-petition terms of such facility with
                                    such modifications as are approved by the
                                    DIP Lender.

                           3.       Execution of an intercreditor agreement
                                    among the lenders under the Foothill
                                    Facility and the DIP Lender satisfactory in
                                    form and substance to the DIP Lender.

Representation &
Warranties:             Customary for transactions of this nature including but
                        not limited to:

                           1.       Borrowers hold all rights, title and
                                    interest in the Servicing Advance
                                    Receivables free and clear of all liens,
                                    encumbrances and rights of setoff.


                           2.       Servicing Advance Receivables, in the
                                    aggregate amount of at least $75,000,000,
                                    qualify as "P&I Advances", "Escrow
                                    Advances", "Servicing Advances" or
                                    "Liquidation Expenses" under the relevant
                                    securitization documents and the Borrowers
                                    have no reason to believe that the foregoing
                                    do not qualify for reimbursement under the
                                    terms of the related securitization
                                    documentation.

                           3.       Servicing Advance Receivables in the
                                    aggregate amount of at least $75,000,000 are
                                    outstanding and have not been reimbursed to
                                    Borrowers or any of their affiliates.

Affirmative Covenants:  Standard for DIP loans, including:

                           1.       Monthly and weekly reporting requirements as
                                    determined by the DIP Lender.

                           2.       Reporting on usage of Foothill Facility and
                                    CSFB Warehouse Facility.

                           3.       Borrower will seek reimbursement of
                                    Servicing Advances consistent with past
                                    practices.

                           4.       Borrower will seek reimbursement of
                                    Servicing Advances seasonably upon becoming
                                    so entitled under the relevant
                                    securitization documentation.

                           5.       Borrower will use its reasonable best
                                    efforts to satisfy the conditions precedent
                                    to obtain approval of the Permanent DIP
                                    Facility by December 20, 2002.

                           6.       At all times following December 31, 2002 the
                                    Borrowers shall on a consolidated basis
                                    maintain liquidity (cash and cash
                                    equivalents and undrawn committed amounts
                                    available under the Initial DIP Facility or
                                    the CSFB Warehouse Facility) of at least
                                    $5,000,000.

                           7.       Sell or securitize at least $150,000,000 in
                                    whole loans by December 31, 2002 with cash
                                    proceeds of at least 90%. Following

                                    January 31, 2003 whole loan sales must net
                                    cash proceeds of at least 95%.

                           8.       Oakwood Acceptance Corp. (or an affiliate
                                    approved by the DIP Lender) shall at all
                                    times be the servicer of the loans relating
                                    to the Servicing Advance Receivables and
                                    shall perform its obligations in accordance
                                    with the related Pooling and Servicing
                                    Agreements.

Negative Covenants:     Standard for DIP loans, including the following
                        additional covenants:

                           1.       No material adverse change without DIP
                                    Lender consent to the servicing rights
                                    relating to the securitization trusts for
                                    which any of the Borrowers is the servicer.

Events of Default:      Standard for DIP loans and including the following
                        additional Events of Default (notice and cure provisions
                        to be discussed):

                           1.       The sale or other transfer of Borrowers'
                                    servicing rights to a third party without
                                    such third party purchasing all Servicing
                                    Advance Receivables relating to such
                                    servicing rights at a cash price equal to at
                                    least 75% of face amount.

                           2.       Failure of the Debtors to obtain a final
                                    order of the Bankruptcy Court approving the
                                    Initial DIP Facility within 45 days of the
                                    Interim Order, which final order shall have
                                    become final and nonappealable.

                           3.       The occurrence of any event of default under
                                    the Foothill Facility or CSFB Warehouse
                                    Facility which remains uncured after 5
                                    Business Days.

                           4.       The Borrowers or a wholly owned affiliate
                                    cease to be the servicer under each of the
                                    securitization trusts for which Servicing
                                    Advance Receivables are outstanding.

                           5.       The cessation of any material business
                                    operation of the Borrowers.

Governing Law:          New York law shall govern the Initial DIP Facility.

Expenses and
Indemnification:        The Borrowers will reimburse the DIP Lender for its
                        reasonable out-of-pocket costs and expenses (including
                        reasonable attorneys' fees and expenses) incurred in
                        connection with the diligence, documentation, execution,
                        monitoring and enforcement of the Initial DIP Facility
                        and in connection with the diligence and documentation
                        of the Permanent DIP Facility, including without
                        limitation real estate appraisals and inventory
                        verification and analysis whether or not the Permanent
                        DIP Facility is executed and whether or not the DIP
                        Lender provides the Commitment. Indemnification
                        provisions customary for DIP transactions will be
                        provided in the Initial DIP Facility.

II.      PERMANENT DIP FACILITY

Borrowers:              Oakwood Homes Corporation and its affiliates which
                        are "debtors" under Chapter 11 of the Bankruptcy Code
                        in the United States Bankruptcy Court for the
                        District of Delaware (the "BANKRUPTCY COURT"). Each
                        Borrower shall be joint and several co-obligors with
                        respect to the Permanent DIP Facility.

Debtors:                Same as Borrowers.

Permanent DIP Facility: $215,000,000 credit facility (the "PERMANENT DIP
                        FACILITY" or the "FACILITY"), consisting of two tranches
                        as follows:

                        -     TRANCHE A SUBFACILITY: $125,000,000 revolving
                              credit facility for general corporate purposes
                              (consistent with 12-month operating budget (the
                              "BUDGET") to be agreed between the Borrowers and
                              the DIP Lender), with an additional $15,000,000
                              available for up to 30 consecutive days in any
                              calendar quarter, subject to satisfaction of the
                              Tranche A Borrowing Base.

                        -     TRANCHE B SUBFACILITY: $75,000,000 revolving
                              structured financing vehicle for the funding of
                              P&I Advances.

Maximum Credit:         $215,000,000, the sum of the Tranche A Subfacility and
                        the Tranche B Subfacility.

DIP Lender:             Greenwich Capital Financial Products, Inc., Ranch
                        Capital LLC and Berkshire Hathaway Inc., as co-lenders
                        (collectively, the "DIP LENDER"), provided that one or
                        more of the co-lenders may instead act as participants
                        in the Permanent DIP Facility.

Agent:                  Greenwich Capital Financial Products, Inc.

Term:                   All commitments of the DIP Lender under the Facility
                        shall terminate and all advances outstanding under the
                        Facility shall be due and payable at the earliest of:
                        (i) the date which is 11 months after the date the
                        Debtors filed their petitions for relief under Chapter
                        11 of the Bankruptcy Code; (ii) the consummation of any
                        sale pursuant to Section 363 of the Bankruptcy Code of
                        all or substantially all of Debtors' assets; (iii) the
                        effective date of any plan of reorganization; (iv)
                        conversion of any of the Debtors' bankruptcy cases to a
                        case under Chapter 7 of the Bankruptcy Code; (v)
                        dismissal of any of the Debtors' bankruptcy cases; or
                        (vi) the occurrence of an event of default under the
                        Facility (in either case, the "MATURITY DATE").

Interest Rate:          One-month LIBOR plus 5.0% per annum subject to
                        a floor of (a) 9.5% per annum on Tranche A advances
                        outstanding and (b) 7.5% per annum on Tranche B
                        advances outstanding, payable monthly in arrears on
                        the 5th Business Day of the month.

Default Rate:           Upon the occurrence of an Event of Default, the Interest
                        Rate shall be increased by 200 basis points.

Facility Fee:           The DIP Lender will be entitled to receive as
                        compensation for the Permanent DIP Facility, (a) 2%
                        of the Maximum Credit payable upon approval of the
                        Facility by the Bankruptcy Court less the $1,000,000
                        Facility Fee paid under the Initial DIP Facility and
                        (b) 2% of the Maximum Credit payable at the Maturity
                        Date.

Letter of Credit Fee:   5.0% per annum

Nonusage Fee:           0.50% per annum on daily average unused amount of
                        Tranche A payable monthly in arrears

Use of Asset
Disposition Proceeds:   So long as no Event of Default or material default has
                        occurred under the Facility, net aggregate cash proceeds
                        up to $38,000,000 from any sales of or recoveries on
                        assets not included in the Borrowing Base may be applied
                        by the Borrowers for general corporate purposes.

Collateral:             All indebtedness and obligations under the Facility will
                        be secured by security interests and liens granted
                        pursuant to Section 364(c) and (d) of the Bankruptcy
                        Code (the "PRIORITY LIEN"), with priority over all valid
                        and perfected existing and future security interests,
                        liens, claims and encumbrances, in and on all real and
                        personal property, tangible or intangible assets,
                        including all bank accounts, deposits and cash, wherever
                        located, whether now existing or hereafter acquired of
                        the Debtors, the Debtors' bankruptcy estates and the
                        subsidiaries and affiliates of the Debtor (the
                        "COLLATERAL") and all proceeds, products, rents,
                        revenues and profits of the Collateral (exclusive of any
                        avoidance actions available to the bankruptcy estates of
                        the Debtors pursuant to Sections 544, 545, 547, 548,
                        549, 550, 553(b) or 724(a) of the Bankruptcy Code),
                        subject only to (a) the Carve-Out (as defined below),
                        (b) liens on inventory owned by Suburban and New
                        Dimension Homes, Inc. securing Indebtedness to their
                        respective floor plan lenders in an aggregate
                        outstanding amount not exceeding $10,000,000, and (c)
                        Liens on the IRB Properties securing the IRBs issued
                        prior to the petition date. In addition, to the extent
                        of the outstanding obligations of the Borrowers under
                        the Facility, the DIP Lenders shall be granted
                        superpriority claims over all other claims against the
                        Debtors other than the Carve-Out (as defined below).
                        Notwithstanding the foregoing, the Collateral shall not
                        include Debtors' "raw materials".

                        No costs or expenses of administration shall be imposed
                        against the Collateral under Section 506(c) of the
                        Bankruptcy Code other than the Carve-Out (as defined
                        below).

                        The Tranche A Subfacility and the Tranche B Subfacility
                        will be cross-collateralized and cross-defaulted.

Carve-Out:              Professionals fees not to exceed an agreed limit,
                        provided however, that the Carve-Out shall not limit the
                        fees payable to the U.S. Trustee in the Chapter 11 Case
                        pursuant to the Bankruptcy Code, 28 U.S.C. Section 1930,
                        or other similar statute mandating payment of U.S.
                        Trustee fees.

Tranche A
Borrowing Base:         The Borrowing Base assets and indicative Borrowing Base
                        value of such assets for the Tranche A Subfacility
                        (based on September 30, 2002 balance sheet) are as

                        follows (all amounts are approximate):

                                                                             
                        -     Eligible Inventory (based on market experience or       $60 million
                              as provided in the Foothill Facility):

                        -     Eligible Accounts (as provided in the Foothill
                              Facility):                                              $10 million

                        -     Retained subordinate bonds from the Borrower's          $5  million
                              securitizations at approximately 67% of
                              DIP Lenders valuation:

                        -     Haircut value of $150,000,000 CSFB Warehouse            $7.5 million
                              Facility at approximately 50% of the portion of
                              such haircut which would  be realized
                              in cash proceeds based on the Borrowers' most
                              recent securitization cash execution:

                        -     Existing Servicing Advance Receivables                  $40 million
                              (methodology and analysis not yet
                              finalized; however, Borrowing Base expected to be
                              approximately 50% of face amount of advances
                              projected to be collectible):

*                        -     Eligible Advances made post-petition                   $2.5 million
                              (approximately 75% of face):                            initially


                        -     Real Estate (based on 50% quick-sale appraisal in       $25 million
                              the case of corporate headquarters and 25% of
                              quick-sale appraisal in the case of
                              any other real estate parcel with a quick-sale
                              appraised value over $1 million, subject to a
                              maximum aggregate of $25 million):

                        -     Real Estate (based on 80% of executed contract of       TBD
                              sale purchase price with no due diligence
                              condition and nonrefundable deposit of at least
                              5%):

Tranche B
Borrowing Base:         1999-B Series and Earlier Loan-Level P&I Advances:            90%
                        1999-C Series and Later Pool-Level P&I Advances:              99%



                        The Tranche B Subfacility will use or be based on
                        existing Prudential Facility structure (including $2
                        million reserve) for Pool-Level P&I Advances and a
                        separate but similar structure for Loan-Level P&I
                        Advances (until the Prudential Facility can be expanded
                        to accommodate Loan-Level P&I Advances).

                        The pool factor for any series must be 20% or greater
                        and loans delinquent greater than 30 days in any series
                        must not constitute more than 40% by principal balance
                        of the remaining loans in such series.

Conditions Precedent:   Standard for DIP loans and including the following
                        additional conditions precedent:

                        1.    Entry of an order of the Bankruptcy Court
                              approving the Facility, in form and substance
                              acceptable to the DIP Lender, which order shall
                              have become final and nonappealable.

                        2.    Continuation of the CSFB Warehouse Facility on
                              substantially the pre-petition terms of such
                              facility with such modifications as are approved
                              by the DIP Lender.

                        3.    Completion of diligence by Lender to Lender's sole
                              satisfaction.

                        4.    Approval of The Royal Bank of Scotland Group
                              Credit Committee.

Representation  &
Warranties:             Customary for transactions of this nature, including the
                        following additional representations and warranties:

                        1.    Servicing Advance Receivables, in the aggregate
                              amount of at least $90,000,000, qualify as "P&I
                              Advances", "Escrow Advances", "Servicing Advances"
                              or "Liquidation Expenses" under the relevant
                              securitization documents and the Borrowers have no
                              reason to believe that the foregoing do not
                              qualify for reimbursement under the terms of the
                              related securitization documentation.

                        2.    Servicing Advance Receivables in the aggregate
                              amount of at least $90,000,000 are outstanding and
                              have not been reimbursed to Borrowers or any of
                              their affiliates.

                        3.    Other representations and warranties regarding the
                              Collateral reasonably requested by the DIP Lender.

Affirmative Covenants:  Standard for DIP loans, including:

                        1.    Monthly and weekly reporting requirements as
                              determined by the DIP Lender.

                        2.    Reporting on usage of CSFB Warehouse Facility.

                        3.    Borrower will seek reimbursement of Servicing
                              Advances consistent with past practices.

                        4.    Borrower will seek reimbursement of Servicing
                              Advances promptly upon becoming so entitled under
                              the relevant securitization documentation.

                        5.    Borrower will use its reasonable best efforts to
                              satisfy the conditions precedent to obtain
                              approval of the Permanent Facility by December 19,
                              2002.

                        6.    The Borrowers shall at all times on a consolidated
                              basis maintain liquidity (cash and cash
                              equivalents and undrawn committed amounts
                              available under

                              the Facility or the CSFB Warehouse Facility) of at
                              least $5,000,000.

                        7.    Sell or securitize at least $150,000,000 in whole
                              loans by December 31, 2002 with cash proceeds of
                              at least 90%. Following January 31, 2003 whole
                              loan sales must net cash proceeds of at least 95%.
                              Whole loan sales or securitizations provided for
                              in the Budget must occur within 30 days of the
                              date budgeted and must be in an amount equal to
                              the lesser of $100,000,000 or 80% of the
                              Borrowers' unsecuritized whole loans.

                        8.    Continued retention of restructuring advisory
                              professionals.

                        9.    File disclosure statement and plan of
                              reorganization by January 15, 2003; obtain order
                              of the Bankruptcy Court approving disclosure
                              statement by February 28, 2003; obtain order of
                              the Bankruptcy Court confirming plan of
                              reorganization by May 15, 2003, which order shall
                              have become final and nonappealable; provided that
                              a breach of any of the foregoing covenants shall
                              not become an Event of Default unless all of the
                              DIP Lenders so agree.

                        10.   Obtain an order of the Bankruptcy Court approving
                              disclosure statement by August 31, 2003, which
                              order shall have become final and nonappealable.

                        11.   Modifications to servicing fee provisions of
                              Pooling & Servicing Agreements to be discussed.

                        11.   Oakwood Acceptance Corp. (or an affiliate approved
                              by the DIP Lender) shall at all times be the
                              servicer of the loans relating to the Servicing
                              Advance Receivables and shall perform its
                              obligations in accordance with the related Pooling
                              and Servicing Agreements.

                        12.   The Borrowers shall file a federal tax refund
                              claim in the amount of at least $26,000,000 by
                              December 30, 2002 and shall receive such refund no
                              later than March 15, 2002.

                        13.   In the event a Borrowing Base deficiency exists on
                              any date of computation, the Borrowers shall
                              within one Business Day of receipt of notice repay
                              the Facility in the amount of such deficiency.

                        14.   Operating performance and liquidity of the
                              Borrowers shall not vary materially adversely from
                              the Budget.

Negative Covenants:     Standard for DIP loans, including the following
                        additional covenants:

                        1.    Without DIP Lender consent no material adverse
                              change to the rights of the servicer under the
                              Pooling and Servicing Agreements relating to the
                              securitization trusts for which any of the
                              Borrowers is the servicer.

                        2.    The filing by the Borrowers of a disclosure
                              statement or plan of reorganization incorporating
                              terms materially different than the restructuring
                              outline disclosed publicly by the Borrowers on
                              November 15, 2002 and filed on Form 8-K on
                              November 18, 2002; provided that a breach of the
                              foregoing covenant shall not

                              become an Event of Default unless both GCFP and
                              Berkshire agree.

Events of Default:      Standard for DIP loans and including the following
                        additional Events of Default:

                        1.    The sale or other transfer of Borrowers' servicing
                              rights to a third party without such third party
                              purchasing all Servicing Advance Receivables
                              relating to such servicing rights at a cash price
                              equal to the greater of the Borrowing Base
                              attribute to such receivables and 75% of face
                              amount.

                        2.    The occurrence of any event of default under the
                              CSFB Warehouse Facility, the suspension of funding
                              thereunder by CSFB or a material reduction of the
                              committed credit amount.

                        3.    Oakwood Acceptance Corp. or a wholly owned
                              affiliate approved by the DIP Lender ceases to be
                              the servicer under each of the securitization
                              trusts for which Servicing Advance Receivables are
                              outstanding.

                        4.    The cessation of material business operations of
                              the Borrowers.


Cash Sweep:             All unrestricted cash of the Borrowers in excess of $5
                        million will be swept monthly to repay Tranche A
                        Advances but such repayment will not reduce the Tranche
                        A Borrowing Base unless such cash represents proceeds of
                        Borrowing Base Assets. Upon an Event of Default the DIP
                        Lender may sweep unrestricted cash in repayment of the
                        DIP obligations.

Asset Sales or
Recoveries:             So long as no Event of Default has occurred under the
                        Facility, net cash proceeds in the aggregate amount of
                        $38,000,000 realized from any asset other than assets
                        included in the Borrowing Base ("BORROWING BASE ASSETS")
                        may be retained by the Borrowers for working capital
                        needs.

Governing Law:          New York law shall govern the Initial Facility.

Expenses and
Indemnification:        The Borrowers will reimburse the DIP Lender for its
                        reasonable out-of-pocket costs and expenses (including
                        reasonable attorneys' fees and expenses) incurred in
                        connection with the diligence, documentation, execution,
                        monitoring and enforcement of the Permanent DIP
                        Facility, including without limitation real estate
                        appraisals and inventory verification and analysis.
                        Indemnification provisions customary for DIP
                        transactions will be provided in the Permanent DIP
                        Facility.

EX-10.2

                                                                    EXHIBIT 10.2

                     SUMMARY INDICATIVE TERMS AND CONDITIONS

Credit Suisse First Boston, acting through its New York Branch, as agent (the
"Agent") for the Purchasers under the Note Purchase Agreement is pleased to
provide Oakwood Mortgage Investors with this summary indicative term sheet (the
"Term Sheet") solely for discussion purposes. This is not a commitment.

THE TERM SHEET DOES NOT PRESENT ALL OF THE TERMS, CONDITIONS, COVENANTS,
REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS, WHICH WILL BE CONTAINED IN THE
DEFINITIVE LEGAL DOCUMENTATION FOR THE TRANSACTIONS CONTEMPLATED THEREBY. Those
matters that are not covered or made clear in this Term Sheet are subject to
mutual agreement of the parties. Documentation will include, in addition to the
provisions outlined in this Term Sheet, provisions that are customary and
appropriate for this type of transaction. Terms not defined here are defined in
the existing documentation.

In addition, OUR PROPOSAL TO REINSTATE AND AMEND THE NOTE PURCHASE AGREEMENT AND
OTHER DOCUMENTS WILL BE SUBJECT TO THE CONDITIONS PRECEDENT OUTLINED BELOW.

PROPOSED AMENDMENT TO TERMS

Issuer:                 OMI Note Trust 2001-A ("OMI Trust"), which purchases
                        manufactured housing loans and contracts (the "Purchased
                        Assets") from Oakleaf Holdings, LLC, an indirect
                        subsidiary of Oakwood Acceptance Corporation ("OAC").

Agreement:              Purchases of notes ("Notes") issued by the OMI Trust
                        pursuant to the note purchase agreement (the "NPA").

Borrowing Base:         The maximum Borrowing Base under the NPA shall be $200
                        million. All Borrowings under the NPA in excess of those
                        funded by the $148 million currently advanced shall be
                        at a Borrowing Base Percentage equal to the lower of (i)
                        78% and (ii) (x) 100% minus (y) the percentage credit
                        enhancement required by any two of Standard & Poor's,
                        Moody's and Fitch, as selected by the Seller, to achieve
                        a rating of AA, Aa2 or AA, respectively.

Margin:                 0.375%.

Program Fee:            3% annual rate.

Fundings:               Once weekly. A due diligence agent acceptable to the
                        Agent may examine the files relating to the Purchased
                        Assets (including the files at the Custodian's offices)
                        before funding.

Maturity Date:          The NPA will terminate on the earliest of (a) February
                        15, 2004, (b) the occurrence of an Event of Default or
                        (c) the effective date of a chapter 11 plan of Oakwood
                        Homes and/or OAC, at which time the Agent can exercise
                        the same remedies as under an Event of Default if the
                        Notes are not fully paid.

Distributions:          Upon the occurrence of an Event of Default, the OMI
                        Trust shall distribute all collections to the
                        Noteholders until the Notes are repaid in full before
                        any amounts are distributable to the Certificates.

Servicing:              On any date the Agent may direct OAC to transfer
                        servicing to the servicer of its choosing; such servicer
                        shall repay any outstanding servicing advances on any
                        transferred Purchased Assets on the transfer date.

Servicer Events         In addition to Events of Default under the existing
of Default              Servicing Agreement, there shall be additional Servicer
                        Events of Default as described below under "NPA Events
                        of Default".

Servicing Fees:         Servicing fees shall remain subordinate and at current
                        fee levels while OAC services the assets.

Conditions Precedent
to Reinstatement of NPA:The Purchaser's commitment to reinstate the NPA shall be
                        conditioned on the following:

                           1)       Oakwood Homes shall have entered into a DIP
                                    financing facility for at least $15 million
                                    on terms satisfactory to the Agent (the
                                    "Interim DIP Financing"), and there shall be
                                    no outstanding default or event of default
                                    thereunder.

                           2)       The Court shall have entered an order
                                    approving the Interim DIP Financing (which
                                    shall not have been vacated or stayed, and
                                    shall not be the subject of appeals)
                                    satisfactory in all respects to the Agent
                                    (the "Interim Order").

                           3)       Completion of due diligence and satisfaction
                                    of the Agent with the results thereof.

                           4)       The bankruptcy court shall have entered an
                                    order or orders (which shall not have been
                                    vacated or stayed, and which shall not be
                                    the subject of appeals) satisfactory in all
                                    respects to the Agent as to (a) the legal
                                    effect of the transfer of the Purchased
                                    Assets to the OMI Trust, (b) the insulation
                                    of the OMI Trust and the Purchased Assets
                                    from (i) the bankruptcy cases and estates of
                                    Oakwood Homes and other Oakwood affiliates
                                    and (ii) the automatic stay and any other
                                    stay or similar relief imposed in such
                                    bankruptcy cases, and (c) the assumption by
                                    OAC and/or another entity satisfactory to
                                    the Agent of the relevant servicing
                                    agreement, as amended as contemplated
                                    hereby, and the enforceability (free from
                                    stay, delay or any other interference) of
                                    the OMI Trust's, the Indenture Trustee's and
                                    Agent's rights and remedies thereunder,
                                    including without limitation rights and
                                    remedies in respect of collections on the
                                    Purchased Assets, realization on the
                                    Purchased Assets, the transfer of servicing,
                                    and preservation of lock-box arrangements,
                                    all in accordance with the provisions of the
                                    servicing agreement (it being

                                    understood that prior to December 12, 2002,
                                    the servicing contract may not be assumed
                                    provided that OAC has entered into
                                    agreements and/or court orders have been
                                    entered that provide similar protection to
                                    the OMI Trust and the Agent, which
                                    agreements and/or orders are acceptable in
                                    all respects to the Agent).

                           5)       The execution and delivery of definitive
                                    documentation and legal opinions
                                    satisfactory in all respects to the Agent.

                           6)       After giving pro forma effect to the
                                    reinstatement of the NPA, there shall be no
                                    Default or Event of Default thereunder.

Conditions Precedent to
Purchase of Notes

                           1)       The Interim Order, and on and after December
                                    20, 2002 the Final Order, shall not have
                                    been vacated or stayed, shall not be the
                                    subject of appeals, and shall not have been
                                    modified without the consent of the Agent.

                           2)       No Default or Event of Default shall have
                                    occurred and be continuing.

                           3)       All other conditions similar to the existing
                                    NPA.

                           4)       No default or event of default shall have
                                    occurred and be continuing under the Interim
                                    DIP Facility or the Final DIP Facility, as
                                    the case may be.



NPA Events of Default:  In addition to the Events of Default under the current
                        NPA:

                           1)       New bankruptcy-related Events of Default
                                    will be added to the NPA including
                                    conversion of cases to chapter 7,
                                    appointment of trustee or examiner with
                                    expanded powers, reversal or vacating of any
                                    order relating to the NPA or relevant
                                    servicing agreements, and entry of any order
                                    containing provisions inconsistent with the
                                    NPA and servicing contemplated hereby (or
                                    the taking of any action by the debtors or
                                    an official committee seeking such an
                                    order).

                           2)       The failure by Oakwood Homes to have
                                    available to it permanent DIP financing
                                    facility for at least $215 million by
                                    December 20, 2002 (and all times thereafter)
                                    on terms deemed satisfactory by the
                                    Purchaser (the "Final DIP Facility") and the
                                    failure for an order approving the Final DIP
                                    Facility in form and substance satisfactory
                                    to the Agent to be entered by the Court by
                                    such date, and for such Final Order to at
                                    all times thereafter shall not have been
                                    vacated or stayed, and shall not be the
                                    subject of appeals.

                           3)       The consummation of a plan of reorganization
                                    for any of the Debtors prior to the
                                    satisfaction in full of all obligations
                                    under the NPA.

Reporting:              In addition to the existing reporting requirements, the
                        Agent will be supplied with (a) copies of all reports
                        provided to the DIP lenders, and (b) information on
                        servicing staffing, performance, cash collections, and
                        management changes.

Lockbox:                The Agent shall send notice to First Union, as lockbox
                        bank, of the Agent's rights to consent to any changes to
                        the Lockbox Agreement or standing directions to the
                        lockbox bank.

Expenses:               The Seller shall be responsible for any and all legal
                        fees, due diligence and other out-of-pocket costs
                        incurred by the Agent in amending the Facilities.

BERKSHIRE HATHAWAY

Purchase Agreement:     The Agent will enter into a note purchase agreement with
                        a Berkshire Hathaway group entity (acceptable to the
                        Agent) under which Berkshire Hathaway will agree to
                        purchase at par, upon the Agent's request, 13% of the
                        OMI Trust Note that the Purchasers may hold.

Fee Participation:      Berkshire Hathaway shall receive $65,000 per month (13%)
                        of the Program Fees while the Purchase Agreement is in
                        effect.


M.E.S.
[/s/ Myles E. Standish]

F.O.
[/s/ Fiachra O'Driscoll]

EX-99.1

                                                                    EXHIBIT 99.1

      OAKWOOD HOMES CORPORATION ARRANGES $415 MILLION IN CREDIT FACILITIES

GREENSBORO, N.C., Nov. 23 - Oakwood Homes Corporation announced today that it
has reached agreements in principle to provide the Company with liquidity
facilities totaling $415 million.

Myles E. Standish, President and Chief Executive Officer, stated: "We are
delighted to announce that we have reached an agreement in principle with
Berkshire Hathaway Inc., Greenwich Capital Financial Products, Inc. and Ranch
Capital LLC to provide debtor in possession ("DIP") financing while we complete
our reorganization. The $215 million DIP facility, for which we expect to
receive final court approval in mid-December, includes a $140 million line to be
used for general corporate liquidity needs and a $75 million loan servicing
advance line. The agreement provides for interim financing of up to $25 million
until the proposed agreement receives final court approval. This facility will
replace our existing $65 million revolving credit facility and our $50 million
loan servicing advance facility, thus providing us with an additional $100
million in liquidity.

"We are also pleased to announce that we have reached an agreement in principle
for continued access to our existing $200 million loan purchase facility, which
will allow our finance company to originate loans as usual. We believe that the
proposed $415 million of credit facilities should provide Oakwood with ample
liquidity throughout the bankruptcy proceedings.

"On November 15, the Company reached an agreement in principle with Berkshire
Hathaway Inc., its largest senior unsecured creditor, to restructure the
Company's balance sheet. Under the proposed plan, Berkshire Hathaway Inc. would
become the Company's largest shareholder upon the Company's emergence from
bankruptcy. The Company intends to work with Berkshire Hathaway, Inc. over the
next several weeks to prepare and file with the court a formal plan of
reorganization. The Company's proposed plan calls for existing shareholders to
receive a nominal value, consisting solely of out-of-the-money warrants for
approximately 10% of the post-restructuring common shares. As we move forward, I
want our employees, vendors, independent retailers and customers to know that we
expect to operate on a "business as usual" basis. This is a fresh start for a
business that has successfully adjusted and survived for the past 56 years."

Credit Suisse First Boston assisted the Company as financial advisor in
developing the Company's restructuring plan, and FTI Consulting, Inc. assisted
the Company as restructuring advisor in placement of the debtor in possession
financing.

Oakwood Homes Corporation and its subsidiaries are engaged in the production,
sale, financing and insuring 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 expectation that the Company
will be able to successfully reorganize itself, the expectation that the Company
will be able to finalize its $215 million DIP facility and receive court
approval for the facility, the belief that the credit facilities should provide
the Company with ample liquidity throughout the bankruptcy proceedings, the
expectation that the extension of the loan purchase facility will be finalized
and that the finance company will continue to originate loans as usual, the
expectation that the Company will be able to obtain the support of its remaining
creditors for its reorganization plan and the expectation that the Company will
be able to operate on a "business as usual" basis.

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: the Company's plan of reorganization may not receive the
support of its creditors or be approved by the Bankruptcy Court; competitive
industry conditions could further adversely affect sales and profitability; the
Company may be unable to access sufficient capital and liquidity to fund its
operations during the reorganization process; it may recognize special charges
or experience increased costs in connection with its securitization or other
financing activities; the Company may be required to provide various forms of
credit enhancement to its vendors, lenders or others; the Company may recognize
special charges or experience increased costs in connection with restructuring
activities; 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; the Company could experience lower recovery rates than
anticipated on the sale of repossessions, negative changes in general economic
conditions or the industry could adversely impact the Company; it 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. 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.