Amendment No. 1 to Series 2000-VFN Supplement between World Omni Master Owner Trust and BNY Midwest Trust Company

Summary

This amendment, dated February 5, 2001, is between World Omni Master Owner Trust and BNY Midwest Trust Company, with acknowledgment by World Omni Financial Corp. It modifies the Series 2000-VFN Supplement to the Amended and Restated Indenture by changing the Subordination Factor from 7.5% to 10.5%. The amendment is governed by New York law and is incorporated into the original Series Supplement, which remains in effect as amended.

EX-4.5 8 0008.txt AMENDMENT #1 TO SERIES 2000-VFN SUPPLEMENT Exhibit 4.5 AMENDMENT NO. 1 TO SERIES 2000-VFN SUPPLEMENT -------------------------- THIS AMENDMENT NO. 1 TO SERIES 2000-VFN SUPPLEMENT (this "Amendment") --------- 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"). ----------------- 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 ----------------- 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 ------------------------ 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 ------------- 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: Megan F. Carmody Title: Assistant Vice President Acknowledged and Accepted: WORLD OMNI FINANCIAL CORP., Servicer By:_________________________________ Name: Eric M. Gebhard Title: Assistant Secretary 2