Exhibit 4.5
AMENDMENT NO. 1 TO
SERIES 2000-VFN SUPPLEMENT
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THIS AMENDMENT NO. 1 TO SERIES 2000-VFN SUPPLEMENT (this "Amendment")
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is made as of February 5, 2001, between World Omni Master Owner Trust, a
Delaware business trust (the "Trust"), and BNY Midwest Trust Company, an
Illinois banking corporation (the "Indenture Trustee").
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The Trust, as Issuer, and the Indenture Trustee are parties to the
Series 2000-VFN Supplement, dated as of December 22, 2000, to Amended and
Restated Indenture, dated as of April 6, 2000, among the Trust and the Indenture
Trustee (the "Series Supplement"). In order to make certain revisions to the
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Subordination Percentage, the Trust, at the written direction of WODFI LLC (the
"Certificateholder"), and the Indenture Trustee, at the written direction of the
Trust, have agreed to amend the Series Supplement in the manner set forth
herein. Capitalized terms used herein but not otherwise defined have the
meanings set forth in Section 2.1 of the Series Supplement.
1. Amendment to Section 2.1. The definition of "Subordination
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Factor" contained in Section 2.1 of the Series Supplement is hereby amended by
deleting the figure 7.5% contained therein and replacing it with 10.5%.
2. Miscellaneous. This Amendment shall be construed in accordance
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with the laws of the State of New York, without reference to the principles of
conflict of law thereof or of any other jurisdiction, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws. This Amendment may be executed in two or more counterparts (and
by different parties on separate counterparts), each of which shall be an
original, but all of which together shall constitute one and the same
instrument. The provisions of this Amendment shall be deemed to be incorporated
in, and made a part of, the Series Supplement; and the Series Supplement, as
amended by this Amendment, shall be read, taken and construed as one and the
same instrument.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Series Supplement to be duly executed by their respective officers as
of the date first written above.
WORLD OMNI MASTER OWNER TRUST
By: Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Owner Trustee
By:______________________________________
Name
Title:
BNY MIDWEST TRUST COMPANY,
as Indenture Trustee
By:______________________________________
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
Acknowledged and Accepted:
WORLD OMNI FINANCIAL CORP.,
Servicer
By:_________________________________
Name: Xxxx X. Xxxxxxx
Title: Assistant Secretary
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