AMENDMENT NO. 1 TO
AMENDED AND RESTATED TRUST SALE AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED TRUST SALE AND
SERVICING AGREEMENT (this "Amendment") is made as of August , 2000, among World
Omni Financial Corp., a Florida corporation ("World Omni"), WODFI LLC, a
Delaware limited liability company ("WODFI"), and World Omni Master Owner Trust,
a Delaware business trust (the "Trust").
World Omni, as Servicer, WODFI, as Transferor, and the Trust
are parties to the Amended and Restated Trust Sale and Servicing Agreement,
dated as of April 6, 2000 (the "Trust Sale and Servicing Agreement"). In order
to make certain revisions to the procedure for designating Additional Accounts
under the Trust Sale and Servicing Agreement, World Omni, WODFI and the Trust
have agreed to amend the Trust Sale and Servicing Agreement in the manner set
forth herein. Capitalized terms used herein but not otherwise defined have the
meanings set forth in Appendix A to the Trust Sale and Servicing Agreement.
1. Amendment to Section 2.5. Section 2.5 of the Trust
Sale and Servicing Agreement is hereby amended by adding a subsection (c)
thereto as follows:
" (c) Provisions Applicable to Each Addition of Additional
Accounts. Receivables and Collateral Security from Additional Accounts
shall be sold to the Trust effective on a date (the "Addition Date")
specified in a written notice provided by the Transferor (or the
Servicer on its behalf) to the Owner Trustee, the Indenture Trustee,
the Rating Agencies, any Agent and any Enhancement Providers
specifying the Additional Cut-Off Date and the Addition Date for such
Additional Accounts (the "Addition Notice") on or before the second
Business Day (with respect to additions pursuant to Section 2.5(a)) or
the fifth Business Day (with respect to additions pursuant to Section
2.5(b)) prior to, but in either case not more than the 30th day prior
to, the related Addition Date (the "Notice Date"). The Transferor
hereby represents and warrants as of the applicable Addition Date as
to the matters set forth in clauses (v) and (vii) of Section 2.5(a).
The representations and warranties set forth in such clause (v) shall
survive the sale and assignment of the respective Receivables and the
related Collateral Security to the Trust. Upon discovery by the
Transferor, World Omni, any Agent, the Owner Trustee, the Indenture
Trustee or any Enhancement Providers of a breach of the foregoing
representations and warranties, the person discovering the breach
shall give prompt written notice to the other parties, to any Agent
and to any Enhancement Providers. Upon receipt by the Owner Trustee of
(i) an Addition Notice, (ii) an Assignment executed by the Transferor
and the Servicer, and (iii) if the addition is pursuant to Section
2.5(a), the certificate specified in Section 2.5(a)(viii) and the
Opinion of Counsel specified in Section 2.5(a)(ix), the Owner Trustee
shall execute the Assignment on behalf of the Trust."
2. Amendment to Section 2.5(a). Section 2.5(a) of the
Trust Sale and Servicing Agreement is hereby amended by deleting the last two
grammatical paragraphs of that section.
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3. Amendment to Section 2.5(b). Section 2.5 (b) of the
Trust Sale and Servicing Agreement is hereby amended by (a) deleting the
sentence thereof that begins "Within 30 days . . . ." and replacing it with the
following sentence: "Within 30 days after the end of any calendar quarter, or at
such other time and for such other period as shall be required by the Rating
Agencies, in which Accounts are designated as Automatic Additional Accounts, the
Transferor will deliver to the Owner Trustee, the Indenture Trustee and each
Rating Agency an Opinion of Counsel in substantially the form of Exhibit C with
respect to the Automatic Additional Accounts included as Accounts in such
period." and (b) deleting the phrase ", (vii) and, if required by the Rating
Agencies, (ix)" and replacing it with the phrase "and (vii)".
4. Amendment to Appendix A. (a) Appendix A of the Trust
Sale and Servicing Agreement is hereby amended with respect to the definitions
for each of the terms listed below by deleting the cross reference indicated in
the column labeled "deleted cross reference" and replacing it with the cross
reference indicated in the column labeled "new cross reference."
<TABLE>
<CAPTION>
Deleted Cross New Cross
Definition Reference Reference
---------- --------------- ----------
<S> <C> <C>
Additional Accounts Section 2.5(d)(iii) Section 2.5(a)(iii)
Assignment Section 2.5(d)(iii) Section 2.5(a)(iii)
Automatic Removal Date Section 2.7(d)(i) Section 2.8(c)(i)
Automatic Removed Accounts Section 2.7(d) Section 2.8(c)
Designated Accounts Section 2.6(b)(i) Section 2.7(b)(i)
Designated Balance Section 2.6(b)(ii) Section 2.7(b)(ii)
Designated Receivables Section 2.7(c)(i) Section 2.8(b)(i)
Removal and Repurchase Date Section 2.7(c) Section 2.8(b)
Removal and Repurchase Notice Date Section 2.7(c) Section 2.8(b)
Repurchased Receivables Section 2.7 Section 2.8
</TABLE>
(b) The definition of Eligible Institution in
Appendix A of the Trust Sale and Servicing Agreement is hereby amended by
deleting the term "A-1" therein and replacing it with the term "A-1+" and by
deleting the term "F-1" therein and replacing it with the term "F-1+".
5. Amendment to Exhibit C. Exhibit C of the Trust Sale
and Servicing Agreement is hereby deleted in its entirety and replaced with
Exhibit C attached to this Amendment.
6. 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 Trust Sale and Servicing Agreement; and
the Trust Sale and
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Servicing Agreement, as amended by this Amendment, shall be read, taken and
construed as one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Trust Sale and Servicing Agreement to be duly executed by
their respective officers as of the date first written above.
WORLD OMNI FINANCIAL CORP.
Servicer,
By
--------------------------------------------
Name:
Title:
WODFI LLC
Transferor,
By
--------------------------------------------
Name:
Title:
WORLD OMNI MASTER OWNER TRUST
By: CHASE MANHATTAN BANK DELAWARE not
in its individual capacity, but solely as Owner
Trustee on behalf of the Trust
By
--------------------------------------------
Name:
Title:
Acknowledged and Accepted:
HARRIS TRUST AND SAVINGS BANK, not in
its individual capacity, but solely as
Indenture Trustee
By
----------------------------------
Name:
Title:
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<PAGE>
EXHIBIT C
FORM OF OPINION OF COUNSEL
Provisions to be included in Opinion of Counsel to be
delivered pursuant to Section 2.5(a)(ix) of the Trust Sale and Servicing
Agreement.
The opinions set forth below may be subject to all the
qualifications, assumptions, limitations and exceptions taken or made in the
opinion of counsel to WODFI LLC ("WODFI"), delivered on any Closing Date.
Capitalized terms used but not defined herein are used as defined in Part I of
Appendix A to the Amended and Restated Trust Sale and Servicing Agreement, dated
as of April 6, 2000 (the "Trust Sale and Servicing Agreement"), among WODFI, as
Transferor, World Omni Financial Corp. ("World Omni"), as Servicer, and World
Omni Master Owner Trust.
1. The Assignment has been duly authorized, executed and
delivered by WODFI, and constitutes the valid and legally binding obligation of
WODFI, enforceable against WODFI in accordance with its terms.
2. Assuming the Receivables in the Additional Accounts
are created under, and are evidenced solely by, Floorplan Financing Agreements,
[Asset Based Lending Financing Agreements, and Purchased Participation
Receivable Financing Agreement, in each case] in the form reviewed by such
counsel, such Receivables will constitute either
"accounts,""instruments,""general intangibles" or "chattel paper" as defined
under Sections 9-105 and 9-106 of the UCC.
3. With respect to Receivables in the Additional
Accounts in existence on the date hereof and with respect to Receivables in the
Additional Accounts that come into existence after the date hereof, upon the
creation of such Receivables and the subsequent transfer of such Receivables to
WODFI free and clear of any Liens in accordance with the Receivables Purchase
Agreement and receipt by World Omni of the consideration therefor required
pursuant to the Receivables Purchase Agreement, a bankruptcy court having
jurisdiction over World Omni (i) would not be entitled to compel the turnover of
such Receivables or the proceeds thereof to World Omni under Section 542 of the
Bankruptcy Code and (ii) would not be entitled to treat such Receivables or the
proceeds thereof as assets included in the estate of World Omni pursuant to
Section 541 of the Bankruptcy Code or subject to the automatic stay provision of
Section 362(a) of the Bankruptcy Code.
4. The Trust has a perfected security interest in the
Receivables in the Additional Accounts.
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