Exhibit 1.1
WORLD OMNI AUTO RECEIVABLES LLC,
WORLD OMNI FINANCIAL CORP.
AND
[UNDERWRITER]
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
FOR
WORLD OMNI AUTO RECEIVABLES TRUSTS
AUTOMOBILE RECEIVABLE BACKED SECURITIES
[______], 200_
WORLD OMNI AUTO RECEIVABLES LLC,
WORLD OMNI FINANCIAL CORP.
120 N.W. 12th Avenue
Deerfield Beach, Florida 33442
[Underwriter], as
representative of the several
Underwriters named in the
respective Underwriting
Agreements hereinafter described
[________], 200_
Dear Sirs:
From time to time, World Omni Auto Receivables LLC ("WOAR")
and World Omni Financial Corp. ("World Omni") may enter into one or more
underwriting agreements that provide for the sale of Securities (as defined
herein) to you and to such other underwriters as may be named therein. The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (each, an "Underwriting Agreement"). Any such
Underwriting Agreement shall be in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings set forth
in the Indenture referred to below.
I.
WOAR proposes to sell to the several underwriters named in the
Underwriting Agreement $[_______] principal amount of its Class [__] [__]% Auto
Receivables Backed Securities (the "Securities") representing debt in a trust
secured by the trust assets, consisting primarily of retail installment sales
contracts (the "Receivables") secured by new and used automobiles, light trucks
and retail purchasers (the "Financed Vehicles"). The Securities will be issued
by World Omni Auto Receivables Trust Series 200_-[ ] (the "Trust") pursuant to
an indenture dated as of [_____], 200_ (the "Indenture") between the Trust, as
issuer and the bank or trust company or other financial institution identified,
as trustee (the "Trustee"). The Receivables will be sold to WOAR by World Omni
pursuant to a Receivables Purchase Agreement (the "Purchase Agreement") between
World Omni, as Seller and WOAR as Purchaser. The Trust will acquire the
Receivables from WOAR pursuant to a Sale and Servicing Agreement, dated as of
[________], 200_ (the "Sale and Servicing Agreement") between WOAR, as seller,
World Omni, as servicer and the Trust, as issuer. The terms and rights of any
particular issuance of Securities shall be as specified in the Underwriting
Agreement relating thereto and in or pursuant to the Indenture identified in
such Underwriting Agreement. The Securities which are the subject of any
particular Underwriting Agreement into which these Standard Provisions are
incorporated are herein referred to as the "Offered Securities." This Agreement,
the Underwriting Agreement, the Indenture and the Sale and Servicing Agreement
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are hereinafter referred to as the "Transaction Documents." The Securities will
represent undivided interests in a trust fund consisting of a pool of the
Receivables, all monies due thereunder after a specified date, security
interests in the Financed Vehicles, and other instruments, funds, and accounts
as may be specified in the Indenture (collectively, the "Trust Fund"). The
Securities with respect to each Underwriting Agreement and the related Indenture
shall be issued with the title and in the amount set forth in such Underwriting
Agreement.
Particular sales of Securities may be made from time to time
to you, or to the Underwriters named in the Underwriting Agreement, for whom
you, or you together with such other firm or firms specified in the Underwriting
Agreement, will act as representatives (the "Representatives"). The terms
"Representatives" and "Underwriters" shall mean you in such instances where you
act as sole Underwriter. The standard provisions set forth herein shall not be
construed as an obligation of WOAR to sell any of the Securities or as an
obligation of any of the Underwriters to purchase the Securities. The obligation
of WOAR to sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the
Underwriting Agreement with respect to the Securities specified therein. Each
Underwriting Agreement shall specify the aggregate original principal amount of
such Securities or, if applicable, an indication that the offering will be an
at-the-market offering, the purchase by the Underwriters of such Securities, the
names of the Representatives of such Underwriters (if applicable), and the
aggregate original principal amount of such Securities to be purchased by each
Underwriter and shall set forth the date, time, and delivery of such Securities
and the manner of payment therefor. The Underwriting Agreement shall also
specify (to the extent not set forth in the Indenture and the registration
statement and prospectus with respect thereto) the terms of such Securities. An
Underwriting Agreement shall be in the form of an executed writing (which may be
in counterparts), and may be evidenced by an exchange of facsimile
communications. The obligation of the Underwriters under an Underwriting
Agreement shall be several and not joint.
II.
Representations and Warranties. (1) WOAR represents and
warrants to, and agrees with, each Underwriter of any Offered Securities as of
the date hereof and as of the date of any Underwriting Agreement that:
(a) A registration statement on Form S-3, including a
prospectus, relating to the Securities has been filed with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Act"), which registration
statement has become effective and copies of which have been heretofore
delivered to you. WOAR is eligible to use Form S-3 in connection with
the offer and sale of the Securities. WOAR, as registrant, will file
with the Commission either, prior to effectiveness of such registration
statement, an amendment thereto (including the form of final prospectus
and prospectus supplement) or, after effectiveness of such registration
statement, a final prospectus and/or prospectus supplement in
accordance with Rules 430A and 424(b)(1) or (4). As filed, such
amendment and form of final prospectus and prospectus supplement, or
such final prospectus and/or prospectus supplement, shall include all
Rule 430A Information (as defined below) and, except to
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the extent that the Underwriters shall agree in writing to a
modification, shall be in all substantive respects in the form
furnished to the Underwriters prior to the Execution Time (as defined
below) or, to the extent not completed at the Execution Time, shall
contain only such specific additional information and other changes
(beyond that contained in the latest Preliminary Prospectus (as defined
below)) as WOAR has advised the Underwriters, prior to the Execution
Time, will be included or made therein.
As used herein, the term the "Effective Date" shall
mean each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective. "Execution
Time" shall mean the date and time that the Underwriting Agreement is
executed and delivered by the parties thereto. "Preliminary Prospectus"
shall mean any preliminary prospectus and prospectus supplement which
has been filed pursuant to Rule 402(a), Rule 472(a) or Rule 424.
"Prospectus" shall mean the prospectus and prospectus supplement
relating to the Offered Securities that is filed pursuant to Rule
424(b) in respect of the Offered Securities including any documents
incorporated by reference therein, or if no filing pursuant to Rule
424(b) is required, shall mean the prospectus and the prospectus
supplement included in the Registration Statement at the Effective
Date. "Registration Statement" shall mean the registration statement
referred to in the preceding paragraph, as it may be amended, including
incorporated documents, exhibits and financial statements, in the form
in which it was at the latest Effective Time prior to the Closing Date
(as hereinafter defined), inclusive of such incorporated documents,
exhibits, financial statements and any Rule 430A Information deemed to
be included therein at the Effective Date as provided by Rule 430A.
"Rule 430A Information" means information with respect to the Offered
Securities and the offering thereof permitted to be omitted from the
Registration Statement, at the Effective Date, pursuant to Rule 430A.
(b) On the Effective Date, at the Execution Time,
and, when the Prospectus is first filed in accordance with Rule 424(b)
and on the Closing Date, the Registration Statement did or will and the
Prospectus will, comply as to form in all material respects with the
applicable requirements of the Act and the rules and regulations of the
Commission; on each such date the Prospectus did not and will not,
include any untrue statement of a material fact and did not and will
not omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading and at each
such time the Registration Statement did not and will not include any
untrue statement of a material fact and did not and will not omit to
state a material fact necessary in order to make the statements therein
not misleading; provided, however, that the foregoing representations
and warranties in this Article II(1)(b) do not apply to any statements
or omissions made in reliance on and in conformity with information
relating to any Underwriter furnished to WOAR by or on behalf of the
Underwriters specifically for inclusion in the Registration Statement
or the Prospectus. For purposes of this Agreement, each party
acknowledges that the amounts of the selling concession and reallowance
set forth in the Prospectus Supplement constitute the only information
relating to any Underwriter furnished to WOAR by or on behalf of the
Underwriters specifically for inclusion in the Registration Statement
or the Prospectus.
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(c) The computer tape of the Receivables underlying
the Offered Securities made available to the Representatives by WOAR
was complete and accurate as of the date that it was delivered to the
Representatives and accurately reflects both the information appearing
on the "Schedule of Receivables" that will be an exhibit to the
Indenture and the description of the Receivables in the related
Prospectus Supplement.
(d) WOAR has been duly organized and is validly
existing as a limited liability company under the laws of the State of
Delaware and has all power and authority to own its properties and
conduct its business, as now conducted by it, and to enter into and
perform its obligations under each Transaction Document to which it is
a party.
(e) WOAR is not aware of (i) any request by the
Commission for any further amendment of the Registration Statement or
the Prospectus or for any additional information, (ii) the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose or (iii) any notification with respect to
the suspension of the qualification of the Offered Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose.
(f) This Agreement has been duly authorized,
executed, and delivered by WOAR and the other Transaction Documents to
which it is a party, when delivered by WOAR, will each have been duly
authorized, executed, and delivered by WOAR, and each such Transaction
Document will constitute a legal, valid, and binding agreement of WOAR,
enforceable against WOAR in accordance with its terms, subject, as to
the enforcement of remedies, to applicable bankruptcy, insolvency,
reorganization, moratorium, receivership, and other similar laws
affecting creditors' rights generally and to general principles of
equity (regardless of whether the enforcement of such remedies is
considered in a proceeding in equity or at law).
(g) The Offered Securities and Transaction Documents
will conform in all material respects to the description thereof
contained in the Prospectus and, assuming that the Offered Securities
have been duly and validly authorized, executed, and issued by the
Trustee in accordance with the Indenture, will, when duly and validly
authenticated by the Trustee and delivered to and paid for by the
Underwriters in accordance with this Agreement and the Underwriting
Agreement, be entitled to the benefits of the Indenture.
(h) As of the Closing Date, each of the Receivables
will meet the criteria for selection described in the Prospectus, and
on such Closing Date the representations and warranties of WOAR with
respect to the Receivables contained in the Sale and Servicing
Agreement will be true and correct.
(i) Neither the sale of the Offered Securities, nor
the consummation of any other of the transactions contemplated by, nor
the fulfillment of the terms of, any Transaction Document to which it
is a party, (A) will constitute a breach of any term or provision of
the limited liability company agreement of WOAR, or (B) conflict with
or constitute a breach, violation, or acceleration of or a default
under the terms of any
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indenture or other agreement or instrument to which WOAR is a party or
by which it is bound, or any statute, regulation, or order applicable
to WOAR of any governmental body, administrative agency, regulatory
body, or court having jurisdiction over WOAR or WOAR's material
properties, that materially and adversely affects or would in the
future materially and adversely affect (i) the ability of WOAR to
perform its obligations under any Transaction Document to which it is a
party or (ii) the business, operations, or financial condition, or the
material properties or assets of WOAR. WOAR is not a party to, bound by
or in breach or violation of any indenture or other material agreement
or instrument, or subject to or in violation of any statute,
regulation, or order of any governmental body, administrative agency,
regulatory body, or court having jurisdiction over it, that materially
and adversely affects or would in the future materially and adversely
affect (i) the ability of WOAR to perform its obligations under any
Transaction Document to which it is a party or (ii) the business,
operations, or financial condition, or the material properties or
assets of WOAR.
(j) There are no actions or proceedings against, or
investigations of, WOAR pending or, to the knowledge of WOAR,
threatened before any court, administrative agency, or other tribunal
(i) asserting the invalidity of any Transaction Document or the Offered
Securities, (ii) seeking to prevent the issuance of the Offered
Securities or the consummation of any of the transactions contemplated
by any Transaction Document, (iii) that might materially and adversely
affect the performance by WOAR of its obligations under, or the
validity or enforceability of, any Transaction Document or the Offered
Securities, (iv) seeking to affect adversely the federal income tax
attributes of the Offered Securities described in the Prospectus, or
(v) that if determined adversely as to WOAR would have a material
adverse effect on the business, operations, or financial condition or
the material properties or assets of WOAR.
(k) There has not been any material adverse change,
or development involving a material adverse prospective change, in the
business, operations, or financial condition or the material properties
or assets of WOAR, taken as a whole, since the more recent of (1) the
end of the most recent fiscal quarter for which quarterly financial
statements or audited annual financial statements, as applicable, were
delivered to Representatives prior to the date of the related
Underwriting Agreement or (2) the formation of WOAR.
(l) Any taxes, fees, and other governmental charges
in connection with the execution and delivery of any Transaction
Document and the execution, delivery, and sale of the Offered
Securities have been or will be paid at or before the Closing Date.
(m) WOAR is not an "investment company" or under the
"control" of an "investment company," as such terms are defined in the
Investment Company Act of 1940.
(2) World Omni represents and warrants to, and agrees with,
each Underwriter of any Offered Securities as of the date hereof and as
of the date of any Underwriting Agreement that:
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(a) The computer tape of the Receivables underlying
the Offered Securities made available to the Representatives by World
Omni was complete and accurate as of the date that it was delivered to
the Representatives and accurately reflects both the information
appearing on the "Schedule of Receivables" that will be an exhibit to
the Indenture and the description of the Receivables in the related
Prospectus Supplement.
(b) World Omni has been duly incorporated as a
corporation and is validly existing under the laws of the State of
Florida, and has corporate and other power and authority to own its
properties and conduct its business, as now conducted by it, and to
enter into and perform its obligations under the Transaction Documents.
(c) This Agreement has been duly authorized,
executed, and delivered by World Omni and the other Transaction
Documents to which it is a party, when delivered by World Omni, will
each have been duly authorized, executed, and delivered by World Omni,
and each such Transaction Document will constitute a legal, valid, and
binding agreement of World Omni, enforceable against World Omni in
accordance with its terms, subject, as to the enforcement of remedies,
to applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, and other similar laws affecting creditors' rights
generally and to general principles of equity (regardless of whether
the enforcement of such remedies is considered in a proceeding in
equity or at law).
(d) The Offered Securities and Transaction Documents
will conform in all material respects to the description thereof
contained in the Prospectus and, assuming that the Offered Securities
have been duly and validly authorized, executed, and issued by the
Trustee in accordance with the Indenture, will, when duly and validly
authenticated by the Trustee and delivered to and paid for by the
Underwriters in accordance with this Agreement and the Underwriting
Agreement, be entitled to the benefits of the Indenture.
(e) As of the Closing Date, each of the Receivables
will meet the criteria for selection described in the Prospectus, and
on such Closing Date the representations and warranties of World Omni
with respect to the Receivables contained in the Purchase Agreement
will be true and correct.
(f) Neither the sale of the Offered Securities, nor
the consummation of any other of the transactions contemplated by, nor
the fulfillment of the terms of, any Transaction Document to which it
is a party, (A) will constitute a breach of any term or provision of
the certificate of incorporation or by-laws of World Omni, or (B)
conflict with or constitute a breach, violation, or acceleration of or
a default under the terms of any indenture or other agreement or
instrument to which World Omni is a party or by which it is bound, or
any statute, regulation, or order applicable to World Omni of any
governmental body, administrative agency, regulatory body, or court
having jurisdiction over World Omni or World Omni's material
properties, that materially and adversely affects or would in the
future materially and adversely affect (i) the ability of World Omni to
perform its obligations under any Transaction Document to which it is a
party or (ii) the business, operations, or financial condition, or the
material properties or assets of
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World Omni. World Omni is not a party to, bound by or in breach or
violation of any indenture or other material agreement or instrument,
or subject to or in violation of any statute, regulation, or order of
any governmental body, administrative agency, regulatory body, or court
having jurisdiction over it, that materially and adversely affects or
would in the future materially and adversely affect (i) the ability of
World Omni to perform its obligations under any Transaction Document to
which it is a party or (ii) the business, operations, or financial
condition, or the material properties or assets of World Omni.
(g) There are no actions or proceedings against, or
investigations of, World Omni pending or, to the knowledge of World
Omni, threatened before any court, administrative agency, or other
tribunal (i) asserting the invalidity of any Transaction Document or
the Offered Securities, (ii) seeking to prevent the issuance of the
Offered Securities or the consummation of any of the transactions
contemplated by any Transaction Document, (iii) that might materially
and adversely affect the performance by World Omni of its obligations
under, or the validity or enforceability of, any Transaction Document
or the Offered Securities, (iv) seeking to affect adversely the federal
income tax attributes of the Offered Securities described in the
Prospectus, or (v) that if determined adversely as to World Omni would
have a material adverse effect on the business, operations, or
financial condition or the material properties or assets of World Omni.
(h) There has not been any material adverse change,
or development involving a material adverse prospective change, in the
business, operations, or financial condition or the material properties
or assets of World Omni, taken as a whole, since the end of the most
recent fiscal quarter for which either audited annual financial
statements or unaudited quarterly financial statements, as applicable,
were delivered to the Representatives prior to the date of the related
Underwriting Agreement.
(i) Any taxes, fees, and other governmental charges
in connection with the execution and delivery of any Transaction
Document and the execution, delivery, and sale of the Offered
Securities have been or will be paid at or before the Closing Date.
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III.
Purchase By the Underwriters. The Offered Securities to be
purchased by the Underwriters pursuant to the Underwriting Agreement relating
thereto in such authorized denominations and registered in such names as the
Underwriters may request upon three full Business Days' prior notice to WOAR,
shall be delivered by or on behalf of WOAR to the Representatives for the
account of such Underwriters, against payment by such Underwriters (or on such
Underwriters' behalf) of the purchase price therefor (i) by wire transfer or by
certified or official bank check or checks, payable to the order of WOAR in
immediately available funds, or (ii) by such other means and in such form as is
specified in the Underwriting Agreement, all at the place, time, and date
specified in the Underwriting Agreement or at such other place, time, and date
as the Underwriters and WOAR may agree upon in writing, such time and date being
herein called the "Closing Date" for such Offered Securities.
WOAR agrees to have the Offered Securities available for
inspection, checking, and packaging by the Representatives in New York, New York
(or such other location as may be specified by the Representatives) not later
than 10:00 A.M. on the Business Day prior to the Closing Date.
IV.
Offering by the Underwriters. WOAR is advised by the
Representatives that upon the execution of the Underwriting Agreement and
authorization by the Representatives of the release of such Offered Securities,
the Underwriters propose to offer such Offered Securities for sale upon the
terms and conditions set forth in the Prospectus as amended or supplemented.
WOAR agrees that the Underwriters are not obligated to make a market in the
Offered Securities and any such market-making may be discontinued at any time in
the Underwriters' sole discretion.
V.
Agreements. WOAR agrees with each of the Underwriters of any
Offered Securities that:
(a) WOAR will promptly advise each such Underwriter
(i) when any amendment to the Registration Statement shall have become
effective, (ii) of any request by the Commission for any amendment to
the Registration Statement or the Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (iv)
of the receipt by WOAR of any notification with respect to the
suspension of the qualification of the Offered Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose. WOAR will not file any amendment to the Registration
Statement or supplement to the Prospectus after the date of the
Underwriting Agreement and prior to the Closing Date for such Offered
Securities unless WOAR has furnished each such Underwriter a copy for
its review prior to filing and will not file any such proposed
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amendment or supplement to which any such Underwriter reasonably
objects. Subject to the foregoing sentence, if required under the Act,
WOAR will cause the Prospectus, as supplemented or amended, to be
transmitted to the Commission for filing pursuant to Rule 424(b) under
the Act by means reasonably calculated to result in timely filing with
the Commission pursuant to said rule. WOAR will use its best efforts to
prevent the issuance of any stop order suspending the effectiveness of
the Registration Statement and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) If, at any time when in the opinion of counsel
for the Underwriters the Prospectus is required by law to be delivered,
any event occurs as a result of which the Prospectus as then amended or
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or if it shall be necessary to amend or supplement the
Prospectus to comply with the Act or the rules under the Act, WOAR will
promptly prepare and file with the Commission, subject to paragraph (a)
of this Article V, an amendment or supplement that will correct such
statement or omission or an amendment that will effect such compliance
and, if such amendment or supplement is required to be contained in a
post-effective amendment to the Registration Statement, will use its
best efforts to cause such amendment of the Registration Statement to
be made effective as soon as possible.
(c) WOAR will furnish to the Underwriters, without
charge, executed copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by the
Underwriters or a dealer may be required by the Act, as many copies of
the Preliminary Prospectus and Prospectus, as amended or supplemented,
and any amendments and supplements thereto as the Underwriters may
reasonably request. WOAR will pay the expenses of printing all offering
documents relating to the offering of the Offered Securities.
(d) WOAR agrees that, so long as the Offered
Securities shall be outstanding, promptly after the availability
thereof, it will deliver or cause to be delivered to the
Representatives the annual statement as to compliance delivered to the
Trustee pursuant to the Sale and Servicing Agreement, the annual
statement of a firm of independent public accountants furnished to the
Trustee pursuant to the Sale and Servicing Agreement, and the
Servicer's Certificate and all monthly reports generated by the
Servicer under the Sale and Servicing Agreement.
(e) As soon as practicable, but not later than
sixteen months after the effective date of the Registration Statement,
WOAR will cause the Trust to make generally available to
securityholders of the Trust an earnings statement of the Trust
covering a period of at least 12 months beginning after the effective
date of the Registration Statement which will satisfy the provisions of
Section 11(a) of the Act and, at the option of WOAR, will satisfy the
requirements of Rule 158 under the Act.
(f) WOAR will furnish such information, execute such
instruments and take such action, if any, as may be required to qualify
the Offered Securities for sale
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(including, but not limited to, such action as may be required for the
qualification or exemption of the sale of the Offered Securities under
state securities or Blue Sky laws) and to determine their eligibility
for investment under the laws of such jurisdictions as the Underwriters
may designate and will maintain such qualification in effect so long as
required for the distribution of the Offered Securities. WOAR will
furnish such information, execute such instruments and take such
action, if any, as the Underwriters may reasonably request in
connection with any filing with the National Association of Securities
Dealers, Inc. relating to the Offered Securities should the
Underwriters determine that such filing is required or appropriate.
(g) Unless otherwise provided in the related
Underwriting Agreement, WOAR will pay all costs and expenses in
connection with the transactions herein contemplated, including, but
not limited to, the fees and disbursements of its counsel; the costs
and expenses of preparation and printing (or otherwise reproducing) and
delivering each Transaction Document, and printing or engraving and
distributing the Offered Securities; any transfer taxes relating to the
transfer of the Offered Securities to the Underwriters; accounting fees
and disbursements; the costs and expenses in connection with the
qualification or exemption of the sale of the Offered Securities under
state securities or Blue Sky laws and the determination of their
eligibility for investment under state and federal laws, including
filing fees and reasonable fees and disbursements of counsel in
connection therewith; the costs and expenses of the Trustee, including
reasonable fees and disbursements of its counsel; the costs and
expenses of any credit enhancer, including reasonable fees and
disbursements of its counsel; fees and disbursements of the
Underwriters' counsel; the costs and expenses of preparing and
distributing any memoranda concerning the Offered Securities'
eligibility for investment; the costs and expenses in connection with
the preparation, printing, and filing of the Registration Statement
(including exhibits thereto), the Preliminary Prospectus, and the
Prospectus and all amendments and supplements thereto, and the
furnishing to the Underwriters of such copies of each such document as
the Underwriters may reasonably request; the fees of the rating agency
that initially rates the Offered Securities; and any filing fees of the
National Association of Securities Dealers, Inc. relating to the
Offered Securities should the Underwriters determine that such filing
is required or appropriate.
(h) Each Underwriting Agreement will specify a period
of days beginning from each Effective Date during which neither WOAR
nor any affiliate of WOAR will, without the Underwriters' prior written
consent, enter into any agreement to offer or sell receivables or
securities as identified in such Underwriting Agreement.
(i) So long as any of the Offered Securities are
outstanding, WOAR will furnish to the Underwriters as soon as
practicable after the end of the fiscal year, (i) all documents
required to be distributed to securityholders of the Trust or filed
with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any order of the Commission thereunder
and (ii) from time to time, any other information concerning WOAR filed
with any government or regulatory authority that is otherwise publicly
available.
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(j) On or before the Closing Date, WOAR and World
Omni shall cause their computer records relating to the Receivables and
the Receivables Files to be marked in such a manner as shall clearly
indicate the Trust's absolute ownership of the Receivables, and from
and after the Closing Date WOAR and World Omni shall not take any
action inconsistent with the Trust's ownership of such Receivables,
other than as permitted by the Sale and Servicing Agreement.
(k) To the extent, if any, that the rating provided
with respect to the Offered Securities by the rating agency that
initially rates the Offered Securities is conditional upon the
furnishing of documents or the taking of any other actions by WOAR,
WOAR shall, as soon as practicable, furnish such documents and take any
such other actions.
(l) WOAR will file with the Commission any periodic
reports concerning the Trust and the Offered Securities that are
required by the Exchange Act.
(m) WOAR will timely file with the Commission on Form
8-K any documents concerning the Trust and the Offered Securities that
are required by the Act.
VI.
Conditions to the Obligations of the Underwriters. The
obligation of the Underwriters of any Offered Securities under the Underwriting
Agreement to purchase the Offered Securities shall be subject to the accuracy of
the representations and warranties on the part of WOAR and World Omni contained
herein as of the date hereof and the Closing Date, to the accuracy of the
statements of WOAR made in any certificates pursuant to the provisions hereof,
to the performance by WOAR of its obligations hereunder and to the following
additional conditions with respect to the Offered Securities:
(a) The Registration Statement shall have become
effective not later than 4:00 p.m., New York City time, on the day
following the Effective Date; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened; and, if required, the Prospectus shall have been timely
filed with the Commission pursuant to Rule 424(b) under the Act.
(b) The Underwriters shall have received from
Cadwalader, Wickersham & Taft, counsel for WOAR and World Omni and such
other counsels admitted in the appropriate jurisdictions acceptable to
the Representative, favorable opinions, dated the Closing Date and
satisfactory in form and substance to counsel for the Underwriters.
Such opinions (a) may express reliance as to factual matters on the
representations and warranties made by, and on certificates or other
documents furnished by, officers of the parties to the Transaction
Documents, (b) may assume the due authorization, execution, and
delivery of the instruments and documents referred to therein by the
parties thereto other than WOAR, World Omni and their respective
affiliates, and (c) to the extent such opinion relates to law other
than the laws of the State
-12-
of New York and the federal laws of the United States, may rely on a
favorable opinion of local counsel satisfactory to the Representatives,
dated the Closing Date, and satisfactory in form and substance to
counsel for the Underwriters.
(c) Cadwalader, Wickersham & Taft and/or such other
counsels will also deliver opinions to the Underwriters, dated the
Closing Date and satisfactory in form and substance to counsel for the
Underwriters with respect to certain insolvency and Uniform Commercial
Code matters.
(d) For each State for which the Receivables
constitute [__%] or more of the initial principal balance of a
Receivables included in the Trust Fund, the Underwriters shall have
received from legal counsel to WOAR admitted in the appropriate
jurisdictions acceptable to the Representative, favorable opinions,
dated the Closing Date and satisfactory in form and substance to the
counsel for the Underwriters.
(e) The Underwriters shall have received from counsel
for the Underwriters, a favorable opinion, dated the Closing Date and
satisfactory in form and substance to the Underwriters, with respect to
the issuance and sale of the Securities, certain matters with respect
to the Registration Statement and the Prospectus and such other matters
as the Underwriters may require.
(f) The Underwriters shall have received on the
Closing Date, addressed to the Underwriters and dated the Closing Date,
any opinion delivered to the rating agency or credit enhancer in
connection with its rating of the Offered Securities.
(g) The Underwriters shall have received from counsel
for the Trustee, a favorable opinion, dated the Closing Date and
satisfactory in form and substance to counsel for the Underwriters, to
the effect set forth in Exhibit A.
(h) The Underwriters shall have received a favorable
opinion addressed to the Underwriters from counsel for the third party
credit enhancer, if any, dated the Closing Date and satisfactory in
form and substance to counsel for the Underwriters.
(i) The Offered Securities shall be rated in [the
highest category] by a nationally recognized rating agencies or such
other category as shall be designated in the Underwriting Agreement.
Further, subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of (i) any intended
or potential downgrading or (ii) any review or possible change that
does not indicate the direction of a possible change, in the rating
accorded (i) the Offered Securities by any nationally recognized rating
agency which rates the Offered Securities or (ii) any rated debt
instrument issued by the third party credit enhancer, if any.
(j) WOAR and World Omni will enter into each
Transaction Document to which it is a party at or before the Closing
Date and, when delivered by
-13-
WOAR and World Omni as the case may be, each such Transaction Document
will have been duly authorized, executed, and delivered by such entity
and will constitute the legal, valid, and binding agreement of such
entity.
(k) Each of World Omni and WOAR shall have delivered
to the Underwriters a certificate, dated the Closing Date, of the
President or a Vice President to the effect that the signer of such
certificate has carefully examined each Transaction Document and to the
effect that: (i) the representations and warranties of such entity
contained in such agreements are true and current in all material
respects at and as of the Closing Date with the same effect as if made
at the Closing Date, (ii) such entity has complied in all material
respects with all the agreements and satisfied all the conditions on
its part to be performed or satisfied on or prior to the Closing Date,
(iii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to such entity's knowledge threatened, (iv) there shall
have been no material adverse change in the condition of such entity,
from that set forth in the Registration Statement, (v) nothing has come
to its attention that would lead it to believe that the Prospectus or
Registration Statement contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, (vi) such entity has been duly incorporated
or duly organized (as applicable) and is validly existing as a
corporation or a limited liability company (as applicable) in good
standing under the laws of the jurisdiction of its organization with
corporate or requisite (as applicable) and other power and authority to
own its properties and conduct its business, as now conducted by it,
and to enter into and perform its obligations under each Transaction
Document, (vii) each Transaction Document has been duly authorized,
executed, and delivered by such entity, (viii) the fulfillment of the
terms of each Transaction Document will not constitute a material
breach of any term or provision of the charter or by-laws of such
entity, or conflict with or constitute a material breach, violation, or
acceleration of or a default under, the terms of any indenture or other
material agreement or instrument to which such entity is a party, and
(ix) such entity is not a party to, bound by, or in breach or violation
of any indenture or other material agreement or instrument, or subject
to or in violation of any statute, regulation, or order of any
governmental body, administrative agency, regulatory body, or court
having jurisdiction over such entity, that materially and adversely
affects or would in the future materially and adversely affect the
business, operations, or financial condition or the material properties
or assets of such entity.
(l) The Underwriters shall have received from
independent accountants of WOAR, one or two letters, one such letter
dated the date of the Prospectus relating to such Offered Securities
and satisfactory in form and substance to the Underwriters and counsel
for the Underwriters, and a second letter, if necessary, dated the
Closing Date, as to such matters as the Underwriters may reasonably
request in form and substance satisfactory to the Underwriter and
counsel to the Underwriters, provided by WOAR.
-14-
(m) All proceedings in connection with the
transactions contemplated by the Offered Securities, each Transaction
Document and all documents incident hereto or thereto shall be
satisfactory in form and substance to the Underwriters and counsel for
the Underwriters, and the Underwriters and counsel for the Underwriters
shall have received such information, certificates, opinions, and
documents as the Underwriters may reasonably request.
VII.
Reimbursement of Underwriters' Expenses. If the sale of any
Offered Securities provided for in the Underwriting Agreement relating thereto
is not consummated because any condition to the obligations of the Underwriters
set forth in Article VI hereof is not satisfied or because of any refusal,
inability, or failure on the part of WOAR or World Omni to perform any agreement
herein or therein or comply with any provision hereof, other than by reason of a
default by the Underwriters, WOAR and World Omni, jointly and severally, will
reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by the Underwriters in connection with the proposed purchase and sale
of such Offered Securities.
VIII.
Indemnification and Contribution. (a) WOAR and World Omni,
jointly and severally, agree to indemnify and hold harmless the Underwriters and
each person who controls any Underwriter within the meaning of the Act or the
Exchange Act from and against any and all losses, claims, damages, or
liabilities, joint or several, to which the Underwriters may become subject
under the Act, the Exchange Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereof) (i) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading or (ii) arise out of or are based upon any
untrue statement of a material fact or omission or alleged omission to state a
material fact contained in the Prospectus (together with any supplement thereto)
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, on the Effective Date,
if not filed pursuant to Rule 424(b), and on the date of any filing pursuant to
Rule 424(b) and on the Closing Date; and agree to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action, as such expenses are incurred; provided, however, that
neither WOAR nor World Omni will be liable in any such case to the extent that
any such loss, claim, damage, or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance on and in conformity with information
furnished in writing to WOAR and/or World Omni as herein stated by or on behalf
of the Underwriters specifically for use in connection with the preparation
thereof. This indemnity agreement will be in addition to any liability that WOAR
and World Omni may otherwise have.
-15-
(b) The Underwriters agree, severally and not jointly, to
indemnify and hold harmless WOAR and World Omni, its directors, each of WOAR's
and World Omni's officers who sign the Registration Statement, and each person,
if any, who controls WOAR and World Omni within the meaning of the Act, to the
same extent as the foregoing indemnity from WOAR and World Omni to the
Underwriters, but only insofar as such losses, claims, damages, or liabilities
arise out of or are based upon any untrue statement or omission or alleged
untrue statement or omission that was made in the Registration Statement, any
Preliminary Prospectus or the Prospectus, as amended or supplemented, or any
amendment or supplement thereto, in reliance on and in conformity with
information furnished in writing to WOAR and/or World Omni as herein stated by
or on behalf of the Underwriters specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability that the Underwriters may otherwise have.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to paragraphs (a) or (b), such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
in addition to any local counsel for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by [Underwriter] in the case of parties indemnified
pursuant to paragraph (a) of this Article VIII and by World Omni in the case of
parties indemnified pursuant to paragraph (b) of this Article VIII. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the third sentence of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 calendar
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any
-16-
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) If the indemnification provided for in this Article VIII
is unavailable to an indemnified party under paragraphs (a) or (b) of this
Article VIII or is insufficient in respect of any losses, claims, damages, or
liabilities referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by WOAR and/or World Omni on the one hand, and the
Underwriters on the other, from the offering of the Offered Securities or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of WOAR and World
Omni on the one hand, and the Underwriters on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages, or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by WOAR and World Omni on the one hand, and the
Underwriters on the other, in connection with the offering of the Offered
Securities shall be deemed to be in the same proportion as the total net
proceeds from the offering of such Offered Securities (before deducting
expenses) received by WOAR and World Omni bear to the total underwriting
discounts and commissions received by the Underwriters in respect thereof. The
relative fault of WOAR and/or World Omni on the one hand, and the Underwriters
on the other, shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
WOAR and/or World Omni or the Underwriters and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(e) WOAR and World Omni and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Article VIII
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VIII, no Underwriter shall be
required to contribute any amount in excess of the underwriting discounts
received by it. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Article VIII are
several, in proportion to the respective principal amounts of Offered Securities
purchased by each of such Underwriters (as defined in the Agreement Among
Underwriters), and not joint.
IX.
-17-
Termination. This Agreement and each Underwriting Agreement
shall be subject to termination in your absolute discretion, by notice given to
WOAR, if (a) after the execution and delivery of this Agreement and prior to the
Closing Date (i) trading generally shall have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange, the
American Stock Exchange, the National Association of Securities Dealers, Inc.,
the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities, or (iii) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) the events specified in
clause (a) singly or together with any other such event makes it, in your
judgment, impracticable to market the Offered Securities on the terms and in the
manner contemplated in the Prospectus.
X.
Substitution Of and Default By An Underwriter. If, on the
Closing Date, any one or more of the Underwriters shall fail or refuse to
purchase the Offered Securities which it or they have agreed to purchase under
the Underwriting Agreement relating thereto, and the aggregate principal amount
of the Offered Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate principal amount of the Offered Securities to which such Underwriting
Agreement relates, the other Underwriters shall be obligated severally in the
proportions which the amounts of such Offered Securities set forth opposite
their names in such Underwriting Agreement bear to the aggregate principal
amount of such Offered Securities set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Representatives
may specify, to purchase the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase; provided
that in no event shall the principal amount of the Offered Securities which any
Underwriter has agreed to purchase hereunder be increased pursuant to this
Article X by an amount in excess of one-ninth of such principal amount of such
Offered Securities without the written consent of such Underwriter. If, on the
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
the Offered Securities which it or they agreed to purchase hereunder and the
aggregate principal amount of the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is more
than one-tenth of the aggregate principal amount of the Offered Securities to
which such Underwriting Agreement relates and arrangements satisfactory to the
Representatives and WOAR for the purchase of such Offered Securities are not
made within 36 hours after such default, such Underwriting Agreement shall
terminate without liability on the part of any non-defaulting Underwriter or of
World Omni or WOAR. In any such case either the Representatives or WOAR shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this Article X or any such termination shall
not relieve any defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement or such Underwriting Agreement.
XI.
-18-
Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities, and other statements of
WOAR or World Omni or on their behalf by its officers and the Underwriters set
forth in or made pursuant to this Agreement and each Underwriting Agreement will
remain in full force and effect, regardless of any investigation made by the
Underwriters or on the Underwriters' behalf, WOAR or World Omni or any of the
officers, directors, or controlling persons referred to in Article VIII hereof,
and will survive delivery of and payment for the Offered Securities. The
provisions of Sections V(g), VII, and VIII hereof shall survive the termination
or cancellation of this Agreement or any Underwriting Agreement.
XII.
Notices. All communications hereunder or under any
Underwriting Agreement will be in writing and effective only on receipt, mailed,
delivered or sent by facsimile and reconfirmed by telephone to the following
parties at the following addresses and telephone numbers:
World Omni Financial Corp.
120 N.W. 12th Avenue
Deerfield Beach, Florida 33442
Attention: A. Tucker Allen
Telephone: (954-) 429-2200
Facsimile: (954) [________]
World Omni Auto Receivables LLC
120 N.W. 12th Avenue
Deerfield Beach, Florida 33442
Attention: A. Tucker Allen
Telephone: (954-) 429-2200
Facsimile: (954) [________]
[Underwriter]
[--------]
Attention: [________]
Telephone: [________]
Facsimile: [________]
XIII.
Successors. None of the obligations of WOAR or World Omni
under this Agreement or any Underwriting Agreement may be assigned without the
prior consent of the Representatives. Subject to the foregoing, this Agreement
and each Underwriting Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Article VIII hereof, and their
successors and assigns, and no other person will have any right or obligation
hereunder.
XIV.
-19-
Applicable Law. This Agreement and each Underwriting Agreement
will be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made and to be performed therein. This
Agreement and any Underwriting Agreement may be executed in any number of
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall together constitute but one and the same instrument.
XV.
Headings. The headings used in this Agreement are for
convenience of reference only and are not to affect the construction of or to be
taken into consideration in interpreting this Agreement.
-20-
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement between WOAR and
World Omni and you.
Very truly yours,
WORLD OMNI AUTO RECEIVABLES LLC
By: World Omni Financial Corp.,
as its sole member
By: __________________________________
Name:
Title:
WORLD OMNI FINANCIAL CORP.
By: _____________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
[UNDERWRITER]
By: _______________________________
Name:
Title:
-21-
EXHIBIT A
OPINION OF COUNSEL FOR THE TRUSTEE
(i) the Trustee has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation with full power and authority (corporate or other) and to
enter into, and to take all action required of it under, the Indenture;
(ii) the Indenture has been duly authorized, executed, and
delivered by the Trustee and constitutes a legal, valid and binding obligation
of the Trustee enforceable against the Trustee in accordance with its terms,
except as the enforceability thereof may be limited by (a) bankruptcy,
insolvency, reorganization, and other similar laws affecting the enforcement of
creditors' rights generally, as such laws would apply in the event of a
bankruptcy, insolvency or reorganization or similar occurrence affecting the
Trustee, and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(iii) the Trustee has duly executed the Offered Securities
on behalf of the Trust;
(iv) the Trustee has duly authenticated and delivered the
Offered Securities;
(v) the execution and delivery of the Indenture by the
Trustee and the performance by the Trustee of its terms do not conflict with or
result in a violation of (A) any law or regulation of the United States of
America or the State of New York governing the banking or trust powers of the
Trustee, or (B) the Charter or By-laws of the Trustee; and
(vi) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America or the State of
New York having jurisdiction over the banking or trust powers of the Trustee is
required in connection with the execution and delivery by the Trustee of the
Indenture or the performance by the Trustee of the terms of the Indenture.
WORLD OMNI AUTO RECEIVABLES LLC
WORLD OMNI FINANCIAL CORP.
AND
[UNDERWRITER]
UNDERWRITING AGREEMENT
FOR
WORLD OMNI AUTO RECEIVABLES TRUST 200_-[ ]
AUTOMOBILE RECEIVABLES BACKED CERTIFICATES
BACKED NOTES
[_________], 200_
ANNEX I
[_____], 200_
World Omni Financial Corp.
120 N.W. 12th Avenue
Deerfield Beach, Florida 33442
World Omni Auto Receivables LLC
120 N.W. 12th Avenue
Deerfield Beach, Florida 33442
Dear Sirs:
We understand that World Omni Auto Receivables LLC, a Delaware
corporation ("WOAR"), proposes to sell $[______] aggregate amount of Securities
designated "World Omni Auto Receivables Trust 200_-[ ], Auto Receivables Backed
Securities," (the "Offered Securities"), issued by World Omni Auto Receivables
Trust 200_-[ ]. The Offered Securities will consist of $[________] aggregate
principal amount [Class A-1], [Class A-2], [Class A-3] and [Class A-4]
Securities. Subject to the terms and conditions set forth in or incorporated by
reference in this Underwriting Agreement (this "Agreement"), [we] [the
Underwriters named on page __ of the copy of the Prospectus attached hereto as
Annex A (such Underwriters being herein called the "Underwriters")] hereby agree
severally and not jointly to purchase all of the Offered Securities. The price
at which the Offered Securities are offered to the public, the underwriting
discount on the Offered Securities and the purchase price at which we will
purchase the Offered Securities are set forth on the following grid. [Accrued
interest from _________ to the date of payment and delivery of the Offered
Securities pursuant to the following paragraph will added to the purchase
price].
=============================== ============================ ============================ ============================
Price to Public Underwriting Discount Sale and Servicing Price
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Class A-1 Note [________]% [_____]% [______]%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Class A-2 Note [________]% [_____]% [______]%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Class A-3 Note [________]% [_____]% [______]%
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Per Class A-4 Note [________]% [_____]% [______]%
=============================== ============================ ============================ ============================
=============================== ============================ ============================ ============================
Total $[________] $[_____] $[______]
=============================== ============================ ============================ ============================
I-2
We will pay for the Offered Securities in immediately
available funds upon delivery of the Offered Securities to or at the offices of
[____________], or at such other location as shall be designated by [us] [the
Underwriters], at 1:00 P.M. (New York time) on [_____], 200_, or at such other
time, not later than [________], 200_, as shall be designated by [us] [the
Underwriters] (such time, the "Closing Date").
Pursuant to Article V(h) of the Standard Provisions (as
defined below), during a period of 60 calendar days from the date hereof,
neither WOAR nor any affiliate of WOAR will, without [our] [the Underwriters]
prior written consent, enter into any agreement to offer or sell the Offered
Securities.
Notwithstanding Article V(g) of the Standard Provisions (as
defined below), WOAR shall pay the fees of the Underwriter's counsel only in an
amount up to $[_____] and the blue sky fees of the Underwriter's counsel only in
an amount up to $[______].
The Offered Securities shall have the terms set forth in the
copy of the Prospectus attached hereto as Annex A and shall conform in all
material respects to the description thereof contained in such Prospectus.
All the provisions contained in that certain Underwriting
Agreement Standard Provisions for World Omni Auto Receivables Trust 200_-[ ],
Auto Receivables Backed Securities, dated [_____], 200_ (the "Standard
Provisions"), by and among World Omni Financial Corp., WOAR and [Underwriter], a
copy of which you have previously received, are herein incorporated by reference
in their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein. All references
to the "Underwriters," the "several Underwriters" or the "Representative" in the
Standard Provisions shall be deemed to refer to [Underwriter], the sole
Underwriter hereunder.
I-3
Please confirm your agreement by having authorized officers
sign a copy of this Agreement in the spaces set forth below and returning the
signed copy to us.
Very truly yours,
[UNDERWRITER],
as Underwriter
By: ___________________________________
Name:
Title:
Accepted: [_______], 200_
WORLD OMNI FINANCIAL CORP.
By: ___________________________________
Name:
Title:
I-4
ANNEX A
[Copy of Prospectus]