Free Designation of Record on Appeal - District Court of Delaware - Delaware

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ___________________________________________________________________________ In re: OAKWOOD HOMES CORPORATION, et al., Chapter 11 Bankr. Case No. 02-13396 (PJW)

Debtors. Jointly Administered ___________________________________________________________________________ JPMORGAN CHASE BANK, as Trustee; JEFFERSON PILOT LIFE INSURANCE COMPANY, JEFFERSON PILOT FINANCIAL INSURANCE COMPANY, TYNDALL PARTNERS, LP and TYNDALL INSTITUTIONAL PARTNERS, LP; and ACADEMY LIFE INSURANCE COMPANY, LIFE INVESTORS INSURANCE COMPANY OF AMERICA, MONUMENTAL LIFE INSURANCE COMPANY, PEOPLES BENEFIT LIFE INSURANCE COMPANY and TRANSAMERICA LIFE INSURANCE COMPANY, Appellants, v. U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, Appellee. ___________________________________________________________________________ DESIGNATION BY APPELLEE U.S. BANK NATIONAL ASSOCIATION, IN ITS CAPACITY AS INDENTURE TRUSTEE, OF ADDITIONAL ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL ___________________________________________________________________________ Pursuant to 28 U.S.C. § 158(d) and Rule 6(b)(2)(B) of the Federal Rules of Appellate Procedure, U.S. Bank National Association, in its capacity as indenture trustee ("U.S. Bank"), hereby submits the following designation of additional items to be included in the record on appeal filed by JPMorgan Chase Bank ("JPMorgan"), in its capacity as successor trustee on Dist. Ct. Case No. 04-CV-951 (JJF)

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behalf of the appealing holders of certain Class B-2 Certificates ("Appealing B-2 Holders"), and the Appealing B-2 Holders1 from the final order of the United States District Court for the District of Delaware (Farnan, J.), entered August 19, 2005, in the above-captioned case [D.I. 54]. DESIGNATION OF ADDITIONAL ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL The following documents, which were transmitted to this Court by U.S. Bank as additional items to be included in the designated record on appeal in this matter. Documents filed with the bankruptcy court are identified with a bankruptcy court docket number ("B.D.I."). 1. Expert Report of Houlihan Lokey Howard & Zukin dated February 2004

(admitted in evidence at 3/12/04 hearing as USB Exhibit 1); 2. Confidential Offering Circular Oakwood Mortgage Resecuritization Trust 2001,

$111,117,295 Pass-Through Securities dated August 13, 2001 (admitted in evidence at 3/12/04 hearing as USB Exhibit 3); 3. Pension Plan Summary ­ Dow Jones Industrials (admitted in evidence at 3/12/04

hearing as USB Exhibit 6); 4. 5. Transcript of hearing, held on November 13, 2003 (B.D.I. 2923); Motion Of JPMorgan Chase Bank, As Trustee, for an Order Determining the

Reserve Amount for the Disputed Portion of the Class B-2 Limited Guarantee Claims Pursuant To Section 8.2(c) of the Second Amended Joint Consolidated Plan Of Reorganization dated March 22, 2004 (B.D.I. 3870);

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The Appealing B-2 Holders are Jefferson Pilot Life Insurance Company, Jefferson Pilot Financial Insurance Company, Tyndall Partners, LP, Tyndall Institutional Partners, LP; Academy Life Insurance Company, Life Investors Insurance Company of America, Monumental Life Insurance Company, Peoples Benefit Life Insurance Company, and Transamerica Life Insurance Company.

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6.

Memorandum of AEGON USA Investment Management, LLC in Support of the

Amended Motion of JPMorgan Chase Bank, as Trustee, for an Order Directing the Debtors and the Liquidation Trustee to Establish a Reserve for the Disputed Portions of the Class B-2 Limited Guarantee Claims in Accordance with Section 8.2(c) of the Second Amended Joint Consolidated Plan of Reorganization dated June 9, 2004 (B.D.I. 4131); 7. Joinder of Jefferson-Pilot Life Insurance Company, Jefferson-Pilot Financial

Insurance Company, Tyndall Partners, L.P. and Tyndall Institutional Partners, L.P. in the Amended Motion of JPMorgan Chase Bank, as Trustee, for an Order Directing the Debtors and the Liquidation Trustee to Establish a Reserve for the Disputed Portions of the Class B-2 Limited Guarantee Claims in Accordance with Section 8.2(c) of the Second Amended Joint Consolidated Plan of Reorganization and the Supplemental Memorandum of AEGON USA Investment Management, LLC in Support Thereof dated June 14, 2004 (B.D.I. 4144); 8. Objection of U.S. Bank National Association, in its Capacity as Indenture

Trustee, to the Motion of JPMorgan Chase Bank, as Trustee, for an Order Determining the Reserve Amount for the Disputed Portion of the Class B-2 Limited Guarantee Claims dated March 24, 2004 (B.D.I. 3880); 9. Objection of U.S. Bank National Association, in its Capacity as Indenture

Trustee, to the Amended Motion of JPMorgan Chase Bank, as Trustee, for an Order Directing the Debtors and the Liquidation Trust to Establish a Reserve for the Disputed Portion of the Class B-2 Limited Guarantee Claims in Accordance with Section 8.2(c) of the Second Amended Joint Consolidated Plan of Reorganization dated April 12, 2004 (B.D.I. 3966); 10. Response of U.S. Bank National Association, in its Capacity as Indenture Trustee,

to the Memorandum of AEGON USA Investment Management, LLC in Support of the Amended

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Motion of JPMorgan Chase Bank, as Trustee, for an Order Directing the Liquidation Trust to Establish a Reserve, and Joinder of Jefferson-Pilot Life Insurance Company, Jefferson-Pilot Financial Insurance Company, Tyndall Partners, L.P. and Tyndall Institutional Partners, L.P. in the Amended Motion of JPMorgan Chase Bank, as Trustee, for an Order Directing the Debtors and the Liquidation Trustee to Establish a Reserve for the Disputed Portions of the Class B-2 Limited Guarantee Claims in Accordance with Section 8.2(c) of the Second Amended Joint Consolidated Plan of Reorganization and the Supplemental Memorandum of AEGON USA Investment Management, LLC in Support Thereof dated June 16, 2004 (B.D.I. 4154); 11. Debtors' Joinder of the Objection of U.S. Bank National Association, in its

Capacity as Indenture Trustee, to the Motion of JPMorgan Chase Bank, as Trustee, for an Order Determining the Reserve Amount for the Disputed Portion of the Class B-2 Limited Guarantee Claims dated March 24, 2004 (B.D.I. 3882); 12. Debtors' Objection to the Amended Motion of JPMorgan Chase Bank, as Trustee,

for an Order Determining the Reserve Amount for the Disputed Portion of the Class B-2 Limited Guarantee Claims Pursuant to Section 8.2(c) of the Second Amended Joint Consolidated Plan of Reorganization and Joinder of U.S. Bank's Objection to the Amended Motion dated April 14, 2004 (B.D.I. 3970); 13. Supplemental Disclosure Statement for Second Amended Joint Consolidated Plan

of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession dated February 6, 2004 (B.D.I. 3538); 14. Exhibit C to Supplemental Disclosure Statement for Second Amended Joint

Consolidated Plan of Reorganization of Oakwood Homes Corporation and its Affiliated Debtors and Debtors-in-Possession dated February 6, 2004 (B.D.I. 3546);

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15.

The following document, which was entered on the docket in Case No.

04-CV-835 (consolidated) (JJF) and is identified with a district court docket number ("D.I.(835)"): Judgment of United States Court of Appeals for the Third Circuit regarding appeal that: the motions filed for stay, and appeal from the District Court's order regarding the same, are hereby dismissed for lack of jurisdiction dated September 15, 2004 (D.I.(835) 42); and 16. The following document, which was entered on the docket in Case No.

04-CV-951 (JJF) and is identified with a district court docket number ("D.I.(951)"): Affidavit of Marc J. Phillips in support of U.S. Bank's brief dated December 22, 2004 (D.I.(951) 37).

Dated: September 22, 2005 Wilmington, Delaware

By /s/ Marc J. Phillips Karen C. Bifferato (No. 3279) Marc J. Phillips (No. 4445) CONNOLLY BOVE LODGE & HUTZ LLP The Nemours Building 1007 N. Orange Street P.O. Box 2207 Wilmington, DE 19899 Telephone: (302) 658-9141 - and FAEGRE & BENSON LLP Michael B. Fisco, MN Bar No. 175341 Abby E. Wilkinson, MN Bar No. 0313981 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-3901 Telephone: (612) 766-7000 Facsimile: (612) 766-1600 ATTORNEYS FOR U.S. BANK NATIONAL ASSOCIATION, IN ITS CAPACITY AS INDENTURE TRUSTEE

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