Exhibit 10.3
This instrument prepared by:
Xxxxxxx X. Xxxxx
XXXXXXXX & XXXXXXXX
000 - 00xx Xx., X.X.
Xxxxxxxxxx, X.X. 00000
AMENDMENT NO. 2
TO
SECOND AMENDED AND RESTATED TRUST AGREEMENT
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated
as of September 23, 1998 (the "Amendment"), among AUTO LEASE FINANCE L.P., a
Delaware limited partnership (as grantor and sole beneficiary, together with any
successor or permitted assign, the "Grantor" and the "Beneficiary,"
respectively), VT INC., an Alabama corporation, as trustee (in such capacity,
together with any successor or permitted assign, the "Trustee") and, for the
limited purposes set forth therein, U.S. BANK NATIONAL ASSOCIATION, a national
banking association (formerly known as First Bank National Association and
successor to Bank of America Illinois, an Illinois banking corporation which
formerly was known as Continental Bank, and which was a successor to Continental
Bank National Association, a national banking association) (together with any
successor, "U.S. Bank").
RECITALS
A. The undersigned are parties to the Second Amended and Restated Trust
Agreement dated as of July 1, 1994, as amended by Amendment No. 1 thereto dated
as of November 1, 1994 (as so amended, the "Original Agreement").
B. The undersigned desire to amend the Original Agreement to make
certain changes related to the merger of Auto Lease Finance, Inc., a Delaware
corporation and the former general partner of the Grantor/Beneficiary, with and
into Auto Lease Finance LLC, a Delaware limited liability company.
NOW, THEREFORE, in consideration of the foregoing and for other
consideration, the receipt and sufficiency of which are acknowledged, the
parties 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 Original 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 6.09.
Section 6.09 is hereby amended and restated in its entirety as follows:
Each of the Trustee and U.S. Bank, as Trust Agent, covenants and agrees
that prior to the date which is one year and one day after the date
upon which all obligations under each Securitized Financing have been
paid in full, it will not institute against, or join any other Person
in instituting against (i) the Initial Grantor, the Assignee Grantor,
World Omni Lease Securitization L.P. or any other Special Purpose
Affiliate, (ii) Auto Lease Finance LLC, World Omni Lease Securitization
LLC or any other general partner of a Special Purpose Affiliate that is
a partnership, (iii) any manager (other than World Omni Financial
Corp.) of a limited liability company that is a general partner of a
Special Purpose Affiliate that is a partnership or that itself is a
Special Purpose Affiliate, or (iv) with respect to U.S. Bank, the
Trustee or the Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law. This Section shall survive
the termination of this Agreement or the resignation or removal of the
Trustee under this Agreement.
Section 3. New Section 9.06.
The following new Section 9.06 is added immediately after existing
Section 9.05:
Section 9.06. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted
assigns. Further, all references herein to Persons or entities other
than parties hereto shall be deemed to refer to the successors and
permitted assigns of such persons, to the extent that such construction
is reasonably possible; to the extent that such construction is not
reasonably possible, the parties hereto shall amend this Agreement so
as to effect the original intent of the parties as closely as possible
in an acceptable manner.
Section 4. Effect of Amendment.
Other than as specifically amended by this Amendment, the Original
Agreement remains in full force and effect and is hereby reaffirmed in all
respects. Further, all references therein to the "Agreement" shall be deemed to
refer to the Original Agreement, as amended by this Amendment.
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Section 5. Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ALABAMA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
PRINCIPLES OF CONFLICT OF LAWS.
Section 6. 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.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first set forth above.
AUTO LEASE FINANCE L.P., as Grantor and
Beneficiary
By: Auto Lease Finance LLC, its general partner
By: World Omni Financial Corp., as managing member
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Treasury
VT INC., as Trustee
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Title: President
U.S. BANK NATIONAL ASSOCIATION, as Trust
Agent
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
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STATE OF_____________________ )
)
COUNTY OF____________________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that __________, whose name as __________ of World Omni
Financial Corp., a Florida corporation, in its capacity as the managing member
of Auto Lease Finance LLC, a Delaware limited liability company, in its capacity
as general partner of Auto Lease Finance, L.P., a Delaware limited partnership,
is signed to the foregoing instrument, and who is known to me, acknowledged
before me on this day, that, being informed of the contents thereof, he, as such
officer and with full authority, executed the same voluntarily for and as the
act of said corporation.
Given under my hand and official seal, this the ____ day of __________,
1998.
----------------------------------
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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STATE OF____________________ )
)
COUNTY OF___________________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _________________________, whose name as
_________________________ of VT Inc., an Alabama corporation, is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this
day, that, being informed of the contents thereof, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation.
Given under my hand and official seal, this the ____ day of __________,
1998.
----------------------------------
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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STATE OF_____________________ )
)
COUNTY OF____________________ )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that _________________________, whose name as
_________________________ of U.S. Bank, National Association, a national banking
association, is signed to the foregoing instrument, and who is known to me,
acknowledged before me on this day, that, being informed of the contents
thereof, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation.
Given under my hand and official seal, this the ____ day of __________,
1998.
----------------------------------
(SEAL) NOTARY PUBLIC
My Commission Expires: __________
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