EXHIBIT 4.1
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OAKWOOD MORTGAGE INVESTORS, INC.,
OAKWOOD ACCEPTANCE CORPORATION
AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
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AMENDMENT NO. 1 TO
SERIES 1998-D POOLING AND SERVICING AGREEMENT
DATED AS OF APRIL 29, 1999
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OAKWOOD MORTGAGE INVESTORS, INC.,
SENIOR/SUBORDINATED
PASS-THROUGH CERTIFICATES, SERIES 1998-D
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AMENDMENT NO. 1 (the "Amendment") dated as of April 29, 1999 to the
Series 1998-D Pooling and Servicing Agreement, dated as of October 1, 1998 (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 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association (successor to PNC Bank,
National Association), as trustee (together with its successors in trust
thereunder as provided therein, the "Trustee"). The Series Agreement, together
with the Company's Standard Terms to Pooling and Servicing Agreement, July 1998
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 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, 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.
(a) Section 2. The definition of "Book-Entry Certificates" is
hereby deleted in its entirety and replaced with the
following: "The Class A-1 ARM, Class A, Class M and Class B-2
Certificates."
(b) Section 4. The second paragraph of Section 4 of the Series
Agreement is hereby deleted in its entirety and replaced with
the following:
The Class B-1 Certificates, the Class X Certificates
and the Residual Certificates will be issued in certificated,
fully registered form. The Class B-1 Certificates will be
issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a different denomination that
evidences the remainder of the
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aggregate initial Certificate Principal Balance of such Class.
The Class X Certificates and the Residual Certificates will be
issued in minimum Percentage Interests equal to 10%.
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.
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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/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
OAKWOOD ACCEPTANCE
CORPORATION, as Servicer
By:/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:/s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Assistant Vice President
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