EXHIBIT 99.7
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of February 26, 2001, by and among Oakwood Homes Corporation, a North
Carolina corporation (the "Company"), and Credit Suisse First Boston
International (the "Holder").
RECITAL
The Company has issued a Warrant dated February 26, 2001 (the
"Warrant") to the Holder, exercisable for 9,534,439 shares of the Company's
common stock, par value $0.50 per share (the "Common Stock"); and in connection
therewith, the Company has agreed to register the shares of the Common Stock
issuable on exercise of the Warrant, upon the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth herein, the parties agree as follows:
1. Demand Registration.
(a) Request for Registration. At any time, holders of not less than a
majority of the Registrable Securities may request registration under the
Securities Act of all or part of their Registrable Securities (but not less than
10% of the Registrable Securities) on Form S-1 or any similar long-form
registration (a "Long-Form Demand Registration"), and the holders of any of the
Registrable Securities may request registration under the Securities Act of all
or part of their Registrable Securities (but not less than that number of shares
of Common Stock which have in the aggregate a price of $500,000) on Form S-3 or
any similar short-form registration (a "Short-Form Demand Registration"), if
available. A request for registration pursuant to this Section 1 (a "Demand
Registration") shall specify the approximate number of Registrable Securities
requested to be registered and the anticipated per share price range for such
offering. Within ten days after receipt of any such request, the Company shall
give written notice of such requested registration, and any related
qualification or compliance, to all other holders of Registrable Securities and
shall include in such registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within 15
days after the receipt of the Company's notice.
(b) Registration Statement Form. Registrations under this Section 1
shall be on such appropriate registration form of the Commission as shall be
selected by the holders and available to the Company under the Securities Act.
The Company agrees to include in any such registration statement all information
which, in the opinion of counsel to the Selling Holders and counsel to the
Company, is required to be included therein under the Securities Act.
(c) Limitations on Registration; Expenses.
(i) The Company shall not be required to effect more than two (2)
Long-Form Demand Registrations, exclusive of one (1) Demand
Registration for shares to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act (a "Shelf Registration"),
if such is available to the Company at the time of the request for the
Shelf Registration.
(ii) Anything contained herein to the contrary notwithstanding, the
Company shall be entitled to use a Short-Form Demand Registration
whenever the Company is permitted under applicable law to incorporate
by reference financial information required to be included in Form S-3.
(iii) The Company shall bear the Registration Expenses with respect
to the Long-Form Demand Registrations and any Short-Form Demand
Registrations.
(d) Priority on Demand Registrations. On any Demand Registration, all
Registrable Securities requested to be included shall be included unless the
underwriters advise the Company that all of the Registrable Securities requested
to be included may not be sold without affecting the marketability of the
offering. In such case, the number of Registrable Securities included in the
offering shall be allocated pro rata among the holders of such Registrable
Securities, on the basis of the number of Registrable Securities requested by
each holder to be included therein. If all Registrable Securities requested to
be included in the Demand Registration are so included, the Company may include
in the Demand Registration other securities to be sold by other persons,
provided that the underwriters advise the Company in writing that in their
opinion the inclusion of such other securities will not cause the number of
Registrable Securities and other securities to exceed the number which can be
sold without adversely affecting the marketability of the offering.
(e) Effective Registration Statement. Subject to the provisions of
Section 1(f), a Demand Registration shall not be deemed to have been effected
(i) unless a registration statement with respect thereto has become effective,
(ii) if after it has become effective, such registration is interfered with by
any stop order, injunction or other order or requirement of the Commission or
other governmental agency or court for any reason not attributable to the
Selling Holders and has not thereafter become effective, or (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied or waived, other
than by reason of a failure on the part of the Selling Holders.
(f) Certain Other Matters. For purposes of clause (i) of Section 1(e),
should a Demand Registration not become effective because of the failure of the
Selling Holders to perform their obligations under this Agreement or the
inability of the Selling Holders to reach agreement with the underwriters on
price or other customary terms for such transaction, or in the event the Selling
Holders withdraw or do not pursue the request for the Demand Registration (in
each of the foregoing cases, provided that at such time the Company is in
compliance with its obligations under this Agreement), then such Demand
Registration shall be deemed to have been effected.
(g) Shelf Registration. Holder shall give the Company 48 hours prior
notice of its intention to sell under the Shelf Registration and shall not sell
if the Company exercises its rights under Section 3. The Company will give the
Holder notice of any such exercise as soon as practicable but within the 48 hour
period in any event. Notices under this Section shall be given by facsimile as
provided in Schedule 1 hereto.
2. Piggyback Registration.
(a) Right to Piggyback. Whenever the Company proposes to register
(including for this purpose a registration effected by the Company for
stockholders other than the holders of the Registrable Securities) any of its
stock or other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration
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relating solely to the sale of securities to participants in a Company stock
plan, or on Form S-4 with respect to any merger, consolidation or acquisition,
or a registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities), and the registration form to
be used may be used for the registration of Registrable Securities (a "Piggyback
Registration"), then the Company shall, at such time, promptly give each holder
of Registrable Securities written notice of such registration. Upon the written
request of each holder of Registrable Securities given within twenty (20) days
after mailing of such notice by the Company in accordance with Section 13(e),
the Company shall, subject to the provisions of this Section 2 and Section 6,
cause to be registered under the Securities Act all of the Registrable
Securities that each such holder has requested to be registered.
(b) Registration Expenses in Piggyback Registration. In connection with
any Piggyback Registration as provided in Section 2(a), the Company shall pay
the Registration Expenses.
(c) Priority on Primary Registrations. If a Piggyback Registration is
an underwritten primary registration behalf of the Company (a "Primary
Registration"), and the underwriters advise the Company in writing (with a copy
to each Selling Holder) that, in their opinion, the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of such
offering, the Company shall include in such registration (i) first, the
securities the Company proposes to sell, (ii) second, the Registrable Securities
requested to be included in such registration and any other securities requested
to be included in such registration. If less than all Registrable Securities
requested to be included in the Primary Registration may be so included, the
number of Registrable Securities and other securities, if any, included in the
Primary Registration shall be allocated pro rata among the holders of the
Registrable Securities and the other securities on the basis of the number of
Registrable Securities and such other securities requested by each such holder
to be included therein.
(d) Priority on Secondary Registrations. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's
securities other than the holders of Registrable Securities (a "Secondary
Registration"), and the underwriters advise the Company in writing (with a copy
to each Selling Holder) that, in their opinion, the number of securities
requested to be included in such registration exceeds the number which can be
sold without adversely affecting the marketability of the offering, the Company
shall include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration, and (ii) second,
the Registrable Securities requested to be included in such registration and any
other securities requested to be included in such Registration. If less than all
Registrable Securities requested to be included in the Secondary Registration
may be so included, the number of Registrable Securities and any such other
securities, if any, included in the Secondary Registration shall be allocated
pro rata among the holders of the Registrable Securities and such other
securities on the basis of the number of Registrable Securities and such other
securities requested by each such holder to be included therein.
3. Company's Right to Postpone or Delay Registration.
For a period not to exceed an aggregate of 120 days within any two-year
period, the Company shall not be obligated to prepare and file, or be prevented
from delaying or abandoning, a registration statement pursuant to this Agreement
at any time when the Company, in its good faith judgment with advice of counsel,
reasonably believes:
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(a) that the filing thereof at the time requested, or the offering of
Registrable Securities pursuant thereto, would materially and adversely affect
(i) a pending or scheduled public offering of the Company's securities, (ii) an
acquisition, merger, recapitalization, consolidation, reorganization or similar
transaction by or of the Company, (iii) pre-existing negotiations, discussions
or pending proposals with respect to any of the foregoing transactions, or (iv)
the financial condition of the Company in view of the disclosures of any pending
or threatened litigation, claim, assessment or governmental investigation which
may be required thereby; and
(b) that the failure to disclose any material information with respect
to the foregoing would cause a violation of the Securities Act.
4. Obligations of the Company.
Whenever required under this Agreement to effect the registration of
any Registrable Securities under this Agreement, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective.
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement, provided that such period
need not extend beyond one (1) year after the effective date of the registration
statement except in the case of a Shelf Registration, when such period shall be
extended to two (2) years.
(c) Furnish to the Selling Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(d) Use its best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of
such jurisdictions as shall be reasonably requested by the Selling Holders,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the underwriter of such offering. Each Selling Holder shall also
enter into and perform its obligations under such agreement.
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities of the Corporation are then
listed and, if not so listed, to be listed on the NASD automated quotation
system.
(g) Notify each holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in
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such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing.
(h) Furnish, at the request of any Selling Holder, on the date that
such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant hereto, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Selling Holders, and
(ii) a letter dated such date, from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and to the Selling Holders.
5. Certain Obligations of Selling Holders.
(a) It shall be a condition precedent to the obligations of the Company
to take any action under this Agreement with respect to the Registrable
Securities of any Selling Holder that such Selling Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of such securities as shall be
required to effect the registration of such holder's Registrable Securities.
(b) Each holder of Registrable Securities covered by a registration
statement agrees that, upon receipt of any notice from the Company under Section
4(g), such holder will forthwith discontinue disposition of Registrable
Securities pursuant to such registration statement until such holder's receipt
of copies of a supplemented or amended prospectus covering such Registrable
Securities, and, if so directed by the Company, such holder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such holder's possession, of the prospectus covering such Registrable
Securities current at the time of its receipt of such notice.
6. Underwriting Requirements.
In connection with any offering involving an underwriting of shares of
the Company's capital stock, the Company shall not be required under Section 2
to include any of the Registrable Securities in such underwriting unless the
Selling Holders accept the terms of the underwriting as agreed upon between the
Company and the underwriters selected by it (or by other persons entitled to
select the underwriters).
7. Indemnification.
In the event any Registrable Securities are included in a registration
statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and hold
harmless each Selling Holder, its officers, directors and partners, any
underwriter (as defined in the Securities Act) for such Selling Holder and each
Person, if any, who controls such Selling Holder or underwriter within the
meaning of the Securities Act or the 1934 Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under
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the Securities Act or the 1934 Act or other federal or state law, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (any of the following a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Securities Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, or the 1934 Act or any state securities law; and the Company will pay to
each such Selling Holder, officer, director, partner, underwriter or controlling
person any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the Company shall not be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Selling Holder, underwriter or controlling
person.
(b) To the extent permitted by law, each Selling Holder will indemnify
and hold harmless the Company, each of its directors, each of its officers who
has signed the registration statement, each Person, if any, who controls the
Company within the meaning of the Securities Act, any underwriter, any other
Selling Holder selling securities in such registration statement and any
controlling Person of any such underwriter or other Selling Holder, against any
losses, claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Securities Act, or the 1934 Act
or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Selling Holder expressly for use in connection with such
registration; and each such Selling Holder will pay any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
Section 7(b), in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, that, in no event shall any
indemnity under this Section 7(b) exceed the gross proceeds from the offering
received by such Selling Holder.
(c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 7, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 7, but the omission so to deliver written notice to the
indemnifying party will not
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relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 7.
(d) If the indemnification provided for in this Section 7 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case, (A) no such Selling Holder will be required to
contribute any amount in excess of the gross proceeds from the offering received
by such Holder; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
(e) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
(f) The obligations of the Company and Selling Holders under this
Section 7 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Agreement, and otherwise.
8. Reports Under Securities Exchange Act of 1934.
With a view to making available to the holders of Registrable
Securities the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the Commission that may at any time permit a holder
to sell securities of the Company to the public without registration, the
Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act; and
(c) furnish to any holder, so long as such holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144 under the Securities
Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the Commission which permits the selling of
any such securities without registration or pursuant to such form.
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9. Transfer of Registration Rights.
The registration rights under this Agreement may not be transferred by
the Holder except (i) to any parent, subsidiary or affiliate of the Holder or
(ii) to any other person who acquires at least 500,000 Registrable Securities;
provided, however, that the Company is given written notice from the Holder at
the time of such transfer stating the name and address of the transferee and
identifying the Registrable Securities with respect to which the rights
hereunder are being transferred. As a condition to the effectiveness of any such
transfer, (i) the transferee shall agree in writing, upon request of the
Company, to be bound by the provisions of this Agreement and (ii) the Company
shall be given written notice at the time of or within a reasonable time after
said transfer, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such registration rights are
being assigned.
10. Termination of Registration Rights.
The obligations of the Company hereunder shall terminate with respect
to any holder of Registrable Securities after such time as Rule 144 or another
similar exemption under the Securities Act is available for the sale of all such
holder's Registrable Securities during a three (3)-month period without
registration.
11. Definitions.
(a) Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Purchase Agreement.
(b) For the purposes of this Agreement:
"Commission" means the Securities and Exchange Commission or
any other governmental authority from time to time administering the
Securities Act.
"Register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement
or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement
or document.
"Registrable Securities" means (1) the Common Stock owned,
issued or issuable upon exercise of the Warrant, and (2) any securities
of the Company issued as (or issuable upon the conversion or exercise
of any warrant, rights or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in
replacement of, the securities referred to in clause (1). As to any
particular Registrable Securities, such securities shall cease to be
Registrable Securities when (a) a registration statement with respect
to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been transferred in
accordance with such registration statement, (b) they shall have been
sold as permitted by Rule 144 (or any successor provision) under the
Securities Act, or (c) they shall have ceased to be outstanding.
"Registration Expenses" means all expenses incident to the
Company's performance of or compliance with Section 1 or 2, including,
without limitation, (a) any allocation of salaries and expenses of
Company personnel or other general overhead expenses of the Company, or
other expenses for the preparation of historical and pro
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forma financial statements or other data normally prepared by the
Company in the ordinary course of business; (b) all registration,
application, filing, listing, transfer and registrar fees; (c) all NASD
fees and fees and expenses of registration or qualification of
Registrable Securities under state securities or blue sky laws; (d) all
word processing, duplicating and printing expenses, messenger and
delivery expenses; (e) the fees and disbursements of counsel for the
Company and of its independent public accountants, including the
expenses of customary "cold comfort" letters required by or incident to
such performance and compliance and (f) fees and expenses, up to
$10,000, of one counsel to the Selling Holders; provided, however, that
in all cases in which the Company is required to pay Registration
Expenses hereunder, Registration Expenses shall exclude, and the
Selling Holders shall pay, the fees and disbursements of more than one
counsel to such sellers, and underwriting discounts and commissions and
transfer taxes in respect of the Registrable Securities being
registered and expenses of registering or qualifying Registrable
Securities under state securities or blue sky laws.
"Securities Act" means the Securities Act of 1933, as amended,
or any similar Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect
from time to time.
"Selling Holder" means any holder of Registrable Securities
that has requested inclusion of Registrable Securities held by such
holder in either a Demand Registration or a Piggyback Registration.
12. Miscellaneous.
(a) No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to this Holder in this Agreement.
(b) Adjustments Affecting Registrable Securities. The Company will not
take any action, or permit any change to occur, with respect to its securities
that would adversely affect the ability of this Holder to include their
Registrable Securities in a registration undertaken pursuant to this Agreement.
(c) Specific Performance; Other Rights. The parties recognize that
various of the rights of this Holder under this Agreement are unique and,
accordingly, this Holder shall, in addition to such other remedies as may be
available to any of them at law or in equity, have the right to enforce their
rights hereunder by actions for injunctive relief and specific performance to
the extent permitted by law. The Company hereby waives any requirement for
security or the posting of any bond in connection with any temporary or
permanent award of injunctive, mandatory or other equitable relief.
(d) Successors and Assigns. Except as otherwise set forth herein, all
covenants, agreements and representations made herein shall bind and inure to
the benefit of each party hereto, and their respective successors and assigns.
(e) Notices and Communications. Except as provided in Section 1(g), all
notices and other communications which by any provision of this Agreement are
required or permitted to be given shall be given in writing and shall be (i)
sent by recognized overnight courier or (ii) personally delivered to the
receiving party. All such communications shall be sent or delivered
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to the Holder or the Company at the notice address set forth opposite their
names on Schedule 1 hereto.
(f) Amendments and Waivers. Any provision of this Agreement to the
contrary notwithstanding, changes in or additions to this Agreement may be made,
or compliance with any term, covenant, agreement, condition or provision set
forth herein may be omitted or waived (either generally or in a particular
instance and either retroactively or prospectively) with, but only with, the
consent in writing of the holders of at least a majority of the Registrable
Securities then outstanding.
(g) Headings; Counterparts. Headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
(h) Entire Agreement. The parties hereto agree that this Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings between
them as to such subject matter; and there are no restrictions, agreements,
arrangements, oral or written, between any or all of the parties relating to the
subject matter hereof which are not fully expressed or referred to herein.
(i) Gender. Whenever used herein the singular number shall include the
plural, the plural shall include the singular, and the use of any gender shall
include all genders.
(j) Further Assurances. Each of the parties hereto agrees to execute
and deliver those writings and documents reasonably required to more fully carry
out the purposes of this Agreement and the transactions contemplated hereby.
(k) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed under seal by their respective duly authorized officers as of the day
and year first above written.
THE COMPANY: HOLDER:
Oakwood Homes Corporation Credit Suisse First Boston International
By:/s/ Robert A. Smith By: /s/ David Bonham
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Name: Robert A. Smith Name: David Bonham
Title: Executive Vice President Title: Director, Legal and
Compliance Department
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SCHEDULE 1
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For notices pursuant to Section 1(g):
If to the Company: Facsimile Number: 336-664-3224
Attention: General Counsel
If to the Holder: Facsimile Number: 44-20-7888-1600 and
44-20-7890-2317
Attention: Head of Credit Trading; with copies to Managing
Director - Operations Department and Head of FID - Legal &
Compliance Department
For notices pursuant to Section 12(e):
If to the Company, to: Oakwood Homes Corporation
7800 McCloud Road
Greensboro, NC 27425-7081
Attention: General Counsel
If to the Holder, at: Credit Suisse First Boston International
One Cabot Square
London, E14 4QJ
Attention: Head of Credit Trading; with copies to Managing
Director - Operations Department and Head of FID - Legal &
Compliance Department
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