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EXHIBIT 10.11
AMENDMENT NO. 3
TO
SUPPORT AGREEMENT
AMENDMENT NO. 3 TO SUPPORT AGREEMENT dated as of April 1, 1997
(the "Amendment") made by World Omni Financial Corp., a Florida corporation
("World Omni") having its principal place of business at ▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and World Omni Lease Securitization L.P., a
Delaware limited partnership ("▇▇▇▇ ▇▇").
World Omni is the sole limited partner of ▇▇▇▇ ▇▇. The sole
general partner of ▇▇▇▇ ▇▇ is World Omni Lease Securitization, Inc., a Delaware
corporation ("WOLSI") and a wholly owned subsidiary of World Omni. In order to
better assure ▇▇▇▇ ▇▇ that it will be able to meet its financial obligations as
and when they become due and payable, and therefore to assist ▇▇▇▇ ▇▇ 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 and Amendment No. 2 to Support Agreement dated as of October 1,
1996 (as so amended, the "Support Agreement") to provide support to ▇▇▇▇ ▇▇ in
maintaining a favorable financial condition, and desires to amend the Support
Agreement to provide additional support to ▇▇▇▇ ▇▇.
For the foregoing reasons, and for other good and valuable
consideration, receipt of which is hereby acknowledged, World Omni, having a
financial interest in ▇▇▇▇ ▇▇, and ▇▇▇▇ ▇▇, 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".
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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 $30 million in the aggregate" and inserting in its
place "provided that such obligations of World Omni under this Support
Agreement shall not exceed $60 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 4. 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 5. 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.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed as of the date first set forth above.
WORLD OMNI FINANCIAL CORP.
By:
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A. ▇▇▇▇▇▇ ▇▇▇▇▇
Treasurer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PRECEDING PAGE]
WORLD OMNI LEASE SECURITIZATION L.P.
By: World Omni Lease Securitization,
Inc., its general partner
By:
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A. ▇▇▇▇▇▇ ▇▇▇▇▇
Treasurer
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