Exhibit 4.2
AMENDMENT NO. 2 TO
AMENDED AND RESTATED TRUST SALE AND SERVICING AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED TRUST SALE AND SERVICING
AGREEMENT (this "Amendment") is made as of December 30, 2002, 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 statutory 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, as amended August 11, 2000 (the "Trust Sale and Servicing
Agreement"). In order to make certain revisions to the procedure for removing
Accounts and Receivables under the Trust Sale and Servicing Agreement, World
Omni, WODFI and the Trust have agreed to amend the Trust Sale and Servicing
Agreement pursuant to Section 8.1(a) thereof 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. Amendments to Section 2.7(a). Section 2.7(a) of the Trust Sale and
Servicing Agreement is hereby amended by deleting Section 2.7(a) in its entirety
and replacing it with the following:
"(a) On any Business Day the Transferor shall have the right to
remove from the Trust any Account and all of the Receivables related to
such Account in the manner prescribed in Sections 2.7(b) and (c) and shall
have the right to remove from the Trust all or any portion of each of the
Receivables related to any Account (without removing the Account or the
remaining portion of such Receivables) from the Trust in the manner
prescribed in Section 2.7(d)."
2. Amendments to Section 2.7. Section 2.7 of the Trust Sale and
Servicing Agreement is hereby amended by adding subsections (c) and (d) thereto
as follows:
"(c) In addition to the rights specified in Section 2.7(b), on any
Business Day the Transferor shall have the right to remove from the Trust
any Eligible Account and (i) repurchase the then existing Receivables in
such Account in the manner prescribed in Section 2.8(b) or (ii) reassign
the existing Receivables in such Account in the manner prescribed in
Section 2.8(c), by following the procedures specified in Sections 2.8(b)
and 2.8(c), respectively, with respect to the such Account, notwithstanding
the fact that such Account is not an Ineligible Account.
(d) On any Business Day the Transferor shall have the right to
remove from the Trust by repurchase or assignment in the manner described
in subsections (i) and (ii) below all or any portion of each Receivable
related to any Account without removing such Account.
(i) To repurchase a portion of each of the existing Receivables
in an Account, the Transferor (or the Servicer on its behalf) shall
take the following actions and make the following determinations:
(A) not less than five Business Days prior to the Interest
Repurchase Date, furnish to the Owner Trustee, the Indenture Trustee,
any Agent, any Enhancement Providers and the Rating Agencies a notice
specifying the Account or Accounts with respect to which the
repurchase of a portion of the related Receivables is to be effected,
for each such Account the percentage of each Receivable to be
repurchased from the Trust (the "Designated Interests"), and the date
on which the repurchase of such Designated Interests will occur (a
"Interest Repurchase Date");
(B) on the Interest Repurchase Date with respect to such
Designated Interests, deliver to the Owner Trustee a list specifying
for each such Account the aggregate amount of Designated Interests to
be repurchased;
(C) on the Interest Repurchase Date deposit into the
Collection Account funds in an amount equal to the aggregate
outstanding balance of the Designated Interests on such date (the
"Repurchased Interest Purchase Price"), which funds, notwithstanding
anything in this Agreement to the contrary, will be treated as
Collections;
(D) represent and warrant that the repurchase of the
Designated Interests then existing in such Account on such Interest
Repurchase Date shall not, in the reasonable belief of the Transferor,
cause an Early Amortization Event or Investment Event to occur for any
Series or class of Notes or cause the Pool Balance to be less than the
Required Pool Balance;
(E) represent and warrant that no selection procedures
believed by the Transferor to be adverse to the interests of the
Beneficiaries were utilized in selecting the Accounts to which
Designated Interests relate;
(F) represent and warrant as of the Interest Repurchase Date
that the list of Designated Interests to be repurchased delivered
pursuant to clause (B) above, as of the Interest Repurchase Date, is
true and complete in all material respects;
(G) represent and warrant that such repurchase will not
result in a reduction or withdrawal of the rating of any outstanding
Series or class of Notes by the applicable Rating Agency; and
(H) on or about the related Interest Repurchase Date,
deliver to the Indenture Trustee, Owner Trustee, any Agent and any
Enhancement Providers an Officers' Certificate confirming the items
set forth in clauses (D) through (G) above; the Owner Trustee and the
Indenture Trustee may conclusively rely on such Officers' Certificate
and shall have no duty to make inquiries with regard to the matters
set forth therein and shall incur no liability in so relying.
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Upon satisfaction of the above conditions, on the Interest Repurchase
Date for any such Designated Interests, such Designated Interests (the
"Repurchased Interests") shall be deemed repurchased from the Trust for all
purposes and the Owner Trustee shall, without further action, be deemed to
sell, transfer, assign, set over and otherwise convey to the Transferor,
effective as of the Interest Repurchase Date, without recourse,
representation or warranty, all the right, title and interest of the Trust
in and to the Repurchased Interests, all moneys due and to become due and
all amounts received with respect thereto and all proceeds thereof.
(ii) To reassign a portion of each of the existing Receivables in
an Account, the Transferor (or the Servicer on its behalf) shall take
the following actions and make the following determinations:
(A) not less than five Business Days prior to the Interest
Reassignment Date, furnish to the Owner Trustee, the Indenture
Trustee, any Agent, any Enhancement Providers and the Rating Agencies
a notice specifying the Account or Accounts with respect to which the
reassignment of a portion of the related Receivables is to be
effected, for each such Account the percentage of each Receivable to
be reassigned from the Trust (the "Designated Interests"), and the
date on which the reassignment of such Designated Interests will occur
(a "Interest Reassignment Date");
(B) on the Interest Reassignment Date with respect to such
Designated Interests, deliver to the Owner Trustee a list specifying
for each such Account the aggregate amount of Designated Interests to
be reassigned;
(C) represent and warrant that the reassignment of the
Designated Interests then existing in such Account on such Interest
Reassignment Date shall not, in the reasonable belief of the
Transferor, cause an Early Amortization Event or Investment Event to
occur for any Series or class of Notes or cause the Pool Balance to be
less than the Required Pool Balance;
(D) represent and warrant that no selection procedures
believed by the Transferor to be adverse to the interests of the
Beneficiaries were utilized in selecting the Accounts to which the
Designated Interests relate;
(E) represent and warrant as of the Interest Reassignment
Date that the list of Designated Interests to be reassigned delivered
pursuant to clause (B) above, as of the Interest Reassignment Date, is
true and complete in all material respects;
(F) represent and warrant that such assignment will not
result in a reduction or withdrawal of the rating of any outstanding
Series or class of Notes by the applicable Rating Agency; and
(G) on or about the related Interest Repurchase Date,
deliver to the Indenture Trustee, Owner Trustee, any Agent and any
Enhancement Providers an Officers' Certificate confirming the items
set forth in clauses (C) through (F)
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above; the Owner Trustee and the Indenture Trustee may conclusively
rely on such Officers' Certificate and shall have no duty to make
inquiries with regard to the matters set forth therein and shall incur
no liability in so relying.
Upon satisfaction of the above conditions, on the Interest
Reassignment Date for any such Designated Interests, such Designated
Interests (the "Reassigned Interests") shall be deemed assigned from the
Trust to the Transferor for all purposes and the Owner Trustee shall,
without further action, be deemed to transfer, assign, set over and
otherwise convey to the Transferor, effective as of the Interest
Reassignment Date, without recourse, representation or warranty, all the
right, title and interest of the Trust in and to the Reassigned Interests,
all moneys due and to become due and all amounts received with respect
thereto and all proceeds thereof."
3. 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 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.
2 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 /s/ Art Xxxxxxx
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Title: Assistant Treasurer
WODFI LLC
Transferor,
By /s/ Art Xxxxxxx
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Title: Assistant Treasurer
WORLD OMNI MASTER OWNER TRUST
By: CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION not in its
individual capacity, but solely as
Owner Trustee on behalf of the Trust
By /s/ Xxxxxxx X. XxXxxxxx
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Title: Vice President
Receipt of this Amendment Acknowledged:
BNY MIDWEST TRUST COMPANY
(as success in interest to Xxxxxx Trust and Savings Bank)
not in its individual capacity, but solely as Indenture Trustee
By /s/ Xxxxxxxx Xxxxxxx
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Title: Assistant Vice President
