EXHIBIT 4.1
===========================================
OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
AS TRUSTEE
----------
AMENDMENT NO. 1 TO
SERIES 2000-C POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2000
----------
OAKWOOD MORTGAGE INVESTORS, INC.,
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 2000-C
===========================================
<PAGE>
AMENDMENT NO. 1 (the "Amendment") dated as of December 1, 2000 to the
Series 2000-C Pooling and Servicing Agreement, dated as of September 1, 2000
(the "Series Agreement") among OAKWOOD MORTGAGE INVESTORS, INC., a North
Carolina corporation (the "Company"), OAKWOOD ACCEPTANCE CORPORATION, North
Carolina corporation, as servicer (the "Servicer"), and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"). The Series Agreement, together with the Company's Standard Terms to
Pooling and Servicing Agreement, May 1999 Edition, as amended from time to time
(the "Standard Terms") are referred to herein as the "Pooling and Servicing
Agreement".
PRELIMINARY STATEMENT
Section 11.01 of the Standard Terms provides, inter alia, that the
Pooling and Servicing Agreement may be amended from time to time (a) by the
Company, the Servicer, and the Trustee, without the consent of any of the
Certificateholders to make provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or matters arising with
respect to the Trust that are not covered by the Pooling and Servicing
Agreement; provided, that such action shall not affect adversely the interests
of any Certificateholder, as evidenced by an opinion of counsel independent from
the Company, the Servicer and the Trustee or a letter from each Rating Agency
from whom the Company requested a rating of any of the related Certificates
stating that such action will not result in a downgrading of the rating of any
of the related Certificates rated by such Rating Agency at the request of the
Company, and (b) with the consent of the Holders entitled to at least a majority
of the Voting Rights of each Class of Certificates that would be affected by
such amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of the
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received on Contracts or
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) affect adversely in any
material respect the interests of the Holders of any Class of Certificates in a
manner other than described in clause (i) of this paragraph, without the consent
of the Holders of Certificates of such Class evidencing at least 66% of the
Voting Rights with respect to such Class, or (iii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment, without the consent of such Holders of all Certificates then
outstanding, each as specified in section 11.01 of the Standard Terms.
All capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement. All Article, Section or Subsection references
herein shall mean Article, Section or Subsections of the Pooling and Servicing
Agreement, except as otherwise provided herein.
SECTION 1. Amendment to Series Agreement.
<PAGE>
(a) Section 6. Clause (c) in Section 6 of the Series
Agreement is hereby amended by adding the following
sentence following the final sentence thereof:
The Trustee shall release to or upon the order of OMI all
funds remaining in the Capitalized Interest Account (net of
the sum of all Capitalized Interest Account Withdrawal
Amounts due to Certificateholders) on the December, 2000
Distribution Date.
(b) Section 11. Clause (g) in Section 11 of the Series
Agreement is hereby amended so that the first paragraph
thereof is replaced in its entirety with the following:
Notwithstanding the foregoing, unless a Class B-2
Certificate is transferred to an Affiliate of OMI or
otherwise in connection with a resecuritization transaction
in a transaction not involving any public offering (in
which case the foregoing shall apply), no Rule 144A
Agreement, Transferee Agreement or Opinion of Counsel shall
be required in connection with any Class B-2 Certificate
and the transfer restrictions contained below shall apply
to the acquisition, holding and disposition of all such
Class B-2 Certificates by the Beneficial Owners thereof.
SECTION 2. Counterparts.
This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.
SECTION 3. Governing Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE>
IN WITNESS WHEREOF, Oakwood Mortgage Investors, Inc., Oakwood
Acceptance Corporation and the Trustee have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the date
first above written.
OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Dennis Hazelrigg
Name: Dennis Hazelrigg
Title: President
OAKWOOD ACCEPTANCE
CORPORATION, as Servicer
By: /s/ Douglas R. Muir
Name: Douglas R. Muir
Title: Vice President
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By: /s/ Timothy Matyi
Name: Timothy Matyi
Title: Assistant Vice President
