EX-4.7 9 dex47.txt EXHIBIT 4.7 Exhibit 4.7 =========================================== OAKWOOD MORTGAGE INVESTORS, INC., OAKWOOD ACCEPTANCE CORPORATION AND THE CHASE MANHATTAN BANK, AS TRUSTEE __________ AMENDMENT NO. 2 TO SERIES 2001-B POOLING AND SERVICING AGREEMENT Dated as of August 10, 2001 __________ OAKWOOD MORTGAGE INVESTORS, INC., SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 2001-B ========================================== AMENDMENT NO. 2 (this "Amendment"), dated as of August 10, 2001, to the --------- Series 2001-B Pooling and Servicing Agreement, dated as of February 1, 2001 (the "Series Agreement") among OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation ---------------- (the "Company"), OAKWOOD ACCEPTANCE CORPORATION, a North Carolina corporation, ------- as servicer (the "Servicer"), and THE CHASE MANHATTAN BANK, a New York banking -------- corporation, as trustee (the "Trustee"). The Series Agreement, together with ------- the Company's Standard Terms to Pooling and Servicing Agreement, February 2001 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 by the Company, the Servicer, and the Trustee, without the consent of any of the Certificateholders to cure any ambiguity, and to correct or supplement any provisions that are inconsistent with any other provisions; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Assets 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, 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. Amendments to Series Agreement. (a) Section 2, Defined Terms, is hereby amended by adding the following ------------- definitions: "Guarantee": The guarantee by the Guarantor, dated as of August 10, --------- 2001, for the benefit of the Class B-2 Certificates. "Guarantee Excess Amount": With respect to any Distribution Date, (a) ----------------------- the positive difference, if any, between (1) distributions to be made with respect to any Interest Distribution Amount, Carryover Interest Distribution Amount, Writedown Interest Distribution Amount and Carryover Writedown Interest Distribution Amount pursuant to clause (xiii) of Section 5(b) hereof, and (2) an amount equal to interest accrued at the applicable Pass-Through Rate for the related Interest Accrual Period on the Guaranteed Class B-2 Certificate Principal Balance, and (b) any Principal Distribution Shortfall Carryover Amount distributable pursuant to clause (x) under Section 5(b) hereof. "Guarantee Payment Amount": With respect to any Distribution Date, ------------------------ (a) the positive difference, if any, between (1) an amount equal to interest accrued at the applicable Pass-Through Rate for the related Interest Accrual Period on the Guaranteed Class B-2 Certificate Principal Balance, and (2) distributions to be made with respect to any Interest Distribution Amount, Carryover Interest Distribution Amount, Writedown Interest Distribution Amount and Carryover Writedown Interest Distribution Amount pursuant to clauses (x) and (xiii) of Section 5(b) hereof, (b) after giving effect to the allocation of the Available Amount, any due but unpaid principal amounts distributable pursuant to clause (x) under Section 5(b) hereof, and (c) if, after giving effect to the distributions of principal amounts pursuant to clause (x) under Section 5(b) hereof, the Adjusted Certificate Balance of the Class B-2 Certificates has been reduced to zero, an amount equal the remaining Guaranteed Class B-2 Certificate Balance, if any. "Guaranteed Class B-2 Certificate Principal Balance": On any -------------------------------------------------- Distribution Date, the Initial Certificate Principal Balance of the Class B-2 Certificates as set out in Section 3, reduced by all prior distributions of principal to the Class B-2 Certificates. "Guarantor": Oakwood Homes Corporation, a North Carolina corporation. --------- (b) The following provisions is hereby added as Section 5.1: Section 5.1. Guarantee. --------- (a) On any Distribution Date, the Guarantor is hereby obligated to the pay the Guarantee Payment Amount, if any, for the benefit of the holders of the Class B-2 Certificates. (b) No later than 1:00 p.m. New York City time on each Remittance Date, after taking into account the amounts allocated to the various Subaccounts in accordance with Section 5(a) hereof, the Trustee shall, in accordance with the related Remittance Report and in accordance with the terms of the Guarantee, notify the Guarantor of any Guarantee Payment Amount payable under the Guarantee on the related Distribution Date. In addition, the Servicer shall notify the Guarantor as soon as practical (but no later than the related Remittance Date) after determining that a Guarantee Payment Amount shall be payable under the Guarantee on the related Distribution Date. Upon receipt of notice as described above, the Guarantor shall be required to deliver the Guarantee Payment Amount, if any, on or prior to 10:00 a.m. on the Distribution Date for the related Distribution Date. Such Guarantee Payment Amount received by the Trustee shall be paid to the Holders of the Class B-2 Certificates on such Distribution Date (or such later date, if such amounts are received subsequent to such Distribution Date). In no event shall the Guarantee Payment Amount be distributed on any Class of Certificates other than the Class B-2 Certificates and any such amounts received by the Trustee which are 2 not distributable to the Class B-2 Certificates shall be returned by the Trustee to the Guarantor. Any Guarantee Payment Amounts made by the Guarantor to the Trustee shall be made in cash and shall be considered to be payments made directly to the holders of the Class B-2 Certificates and not payments made to the Issuing REMIC in the nature of a guarantee within the meaning of I.R.C. (S) 860G(d)(2)(B). (c) On each Distribution Date, the Guarantor is entitled to receive any Guarantee Excess Amount. At such time as the Guaranteed Class B-2 Certificate Principal Balance has been reduced to zero, the Guarantor will be entitled to receive any subsequent distributions with respect to the Class B-2 Certificates as set forth in Section 5 (which amounts will constitute Guarantee Excess Amount). All Guarantee Excess Amounts will be deemed to be reimbursements for prior Guarantee Payment Amounts. (c) Section 7, Remittance Reports, is hereby amended by (i) deleting "and" at ------------------ the end of clause (7), (ii) deleting "." at the end of clause (8) and substituting "; and,", and (iii) inserting the following text at the end of Section 7: (9) the amount of the Guarantee Payment Amount, if any, for such Distribution Date, the Aggregate amount of any unpaid Guarantee Payment Amounts for any previous Distribution Dates, and the Guaranteed Class B-2 Certificate Principal Balance immediately prior to such Distribution Date. SECTION 2. Characterization of the Guaranty. -------------------------------- The guarantee is a direct obligation of the Guarantor to the holders of the Class B-2 Certificates. The Guarantee shall not be an asset of the Trust or either REMIC. SECTION 3. 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. Remainder of page intentionally left blank 3 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 W. Hazelrigg ---------------------------------------- Name: Dennis W. Hazelrigg Title: President OAKWOOD ACCEPTANCE CORPORATION, as Servicer By: /s/ Douglas R. Muir ---------------------------------------- Name: Douglas R. Muir Title: Vice President THE CHASE MANHATTAN BANK, as Trustee By: /s/ Craig M .Kantor ---------------------------------------- Name: Craig M. Kantor Title: Vice President [Amendment No. 2 to Series 2001-B Pooling and Servicing Agreement]