Exhibit 10.16
FORM OF
AMENDMENT NO. 6
TO
SUPPORT AGREEMENT
AMENDMENT NO. 5 TO SUPPORT AGREEMENT, dated as of November __, 1998
(the "Amendment"), made by WORLD OMNI FINANCIAL CORP., a Florida corporation
("World Omni") having its principal place of business at 000 X.X. 00xx Xxxxxx,
Xxxxxxxxx Xxxxx, XX 00000, and WORLD OMNI LEASE SECURITIZATION L.P., a Delaware
limited partnership ("XXXX XX").
RECITALS
A. World Omni is the sole limited partner of XXXX XX. The sole general
partner of XXXX XX was World Omni Lease Securitization, Inc., a Delaware
corporation ("WOLSI") and a wholly owned subsidiary of World Omni. As of
September __, 1998, the sole general partner of XXXX XX is World Omni Lease
Securitization, LLC, a Delaware limited liability company ("XXXX LLC") and a
wholly owned subsidiary of World Omni into which WOLSI was merged. In order to
better assure XXXX XX that it will be able to meet its financial obligations as
and when they become due and payable, and therefore to assist XXXX XX in
inducing third parties to enter into financial arrangements with it as it deems
desirable, the undersigned have entered into a Support Agreement dated as of
October 1, 1995, as amended by Amendment No. 1 to Support Agreement dated as of
May 1, 1996, Amendment No. 2 to Support Agreement dated as of October 1, 1996,
Amendment No. 3 to Support Agreement dated as of May 1, 1997, Amendment No. 4 to
Support Agreement dated as of October 1, 1997 and Amendment No. 5 to Support
Agreement dated as of September 23, 1998 (as so amended, the "Support
Agreement") to provide support to XXXX XX in maintaining a favorable financial
condition, and desires to amend the Support Agreement to provide additional
support to XXXX XX.
B. For the foregoing reasons, and for other good and valuable
consideration, receipt of which is hereby acknowledged, World Omni, having a
financial interest in XXXX XX, and XXXX XX, intending to be legally bound,
hereby agree as follows:
Section 1. Definitions.
For all purposes of this Amendment, except as otherwise expressly
provided for or unless the context otherwise requires, (a) unless otherwise
defined herein, all capitalized terms used herein shall have the meanings
attributed to them by the Second Amended and Restated Assignment Agreement, (b)
all terms used in this Amendment include (i) all genders and (ii) the plural as
well as the singular, (c) all references to words such as "herein", "hereof" and
the like shall refer to this Amendment as a whole and not to any particular
article or sections within this Amendment, (d) the term "include" and all
variations thereon shall mean "include without limitation", and (e) the term
"or" shall include "and/or".
Section 2. Amendment of Section 3.
Section 3 of the Support Agreement is hereby amended by deleting the
proviso contained at the end of the second full sentence thereof that reads
"provided that such obligations of World Omni under this Support Agreement shall
not exceed $90 million in the aggregate" and inserting in its place term
"provided that such obligations of World Omni under this Support Agreement shall
not exceed $[ ] million in the aggregate."
Section 3. Effect of Amendment.
Other than as specifically amended in this Amendment, the Support
Agreement remains in full force and effect and is hereby reaffirmed in all
respects, and all references therein to the "Agreement" shall be deemed to refer
to the Support Agreement, as amended by this Amendment.
Section 6. Governing Law.
THIS AMENDMENT SHALL BE CREATED UNDER THE LAWS AND GOVERNED BY AND
CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY
OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.
Section 7. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Amendment shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provision or terms of this Amendment and shall
in no way affect the validity or enforceability of the other provisions of this
Amendment. To the extent permitted by law, the parties hereto waive any
provision of law that renders any provision of this Amendment invalid or
unenforceable in any respect.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 6 to
Support Agreement to be duly executed as of the date first set forth above.
WORLD OMNI FINANCIAL CORP.
By:
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Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
WORLD OMNI LEASE SECURITIZATION L.P.
By: World Omni Lease Securitization,
LLC, its general partner
By: World Omni Financial Corp., as managing
member
By:
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Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
