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SERIES 2000-1 SUPPLEMENT
Dated as of April 6, 2000
to
AMENDED AND RESTATED INDENTURE
Dated as of April 6, 2000
WORLD OMNI MASTER OWNER TRUST
as Issuer
and
HARRIS TRUST AND SAVINGS BANK,
as Indenture Trustee
---------------------------------
WORLD OMNI MASTER OWNER TRUST
SERIES 2000-1 NOTES
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
ARTICLE II CREATION OF THE SERIES 2000-1 NOTES
SECTION 2.01. Designation..................................................................12
ARTICLE III SERVICING FEE
SECTION 3.01. Servicing Compensation.......................................................13
ARTICLE IV RIGHTS OF SERIES 2000-1 NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.01. Daily Allocations; Payments to Certificateholders............................13
SECTION 4.02. Monthly Interest.............................................................15
SECTION 4.03. Establishment of the Series 2000-1 Accounts..................................16
SECTION 4.04. Application of Noteholder Non-Principal
Collections, Investment Proceeds and Available
Noteholder Principal Collections.............................................18
SECTION 4.05. Distributions to Series 2000-1 Noteholders...................................19
SECTION 4.06. Application of Reserve Fund and Available
Subordinated Amount..........................................................21
SECTION 4.07. Noteholder Charge-Offs.......................................................22
SECTION 4.08. Excess Principal Collections.................................................22
SECTION 4.09. Accumulation Period Length; Accumulation Period
Commencement Date............................................................22
SECTION 4.10. Excess Funding Account.......................................................23
ARTICLE V DISTRIBUTIONS AND REPORTS TO SERIES 2000-1
NOTEHOLDERS
SECTION 5.01. Distributions................................................................23
SECTION 5.02. Reports and Statements to Series 2000-1
Noteholders..................................................................23
ARTICLE VI EARLY AMORTIZATION EVENTS
SECTION 6.01. Additional Early Amortization Events.........................................25
SECTION 6.02 Recommencement of the Revolving Period.......................................26
i
ARTICLE VII OPTIONAL REDEMPTION
SECTION 7.01. Optional Redemption..........................................................27
ARTICLE VIII FINAL DISTRIBUTIONS
SECTION 8.01. Acquisition of Notes Pursuant to Section 10.1 of
the Indenture................................................................27
SECTION 8.02. Disposition of Principal Receivables Pursuant to
Section 5.4 of the Indenture.................................................28
ARTICLE IX MISCELLANEOUS PROVISIONS
SECTION 9.01. Ratification of Agreement....................................................29
SECTION 9.02. Counterparts.................................................................29
SECTION 9.03. Change in Indenture Trustee..................................................29
SECTION 9.04. GOVERNING LAW................................................................30
EXHIBITS
Exhibit A Form of Series 2000-1, Class A Note
Exhibit B Form of Series 2000-1, Class B Note
Exhibit C Form of Monthly Payment Date Statement
SCHEDULES
Schedule 1 Series 2000-1 Accounts
ii
THIS SERIES SUPPLEMENT, dated as of April 6, 2000 (as amended,
supplemented or otherwise modified, this "Series Supplement") to the Indenture
dated as of November 22, 1999 and amended and restated on April 6, 2000 (as
amended, supplemented or otherwise modified, the "Indenture"), among World Omni
Master Owner Trust (the "Issuer" or the "Trust") and Harris Trust and Savings
Bank, as Indenture Trustee (as indenture trustee and not in its individual
capacity, the "Indenture Trustee").
Section 2.1 of the Indenture provides that the Issuer may from time to
time issue one or more new Series of Notes. The Principal Terms of any new
Series of Notes are to be set forth in a Series Supplement. Pursuant to this
Series Supplement, the Issuer and the Indenture Trustee shall create the Series
2000-1 Notes and specify the Principal Terms thereof. The Servicer is
acknowledging this Series Supplement to agree to the terms hereof applicable to
the Servicer.
ARTICLE I
DEFINITIONS
(a) Whenever used in this Series Supplement, the following words shall
have the following meanings:
"Accumulation Period" means a period beginning at the close of business
on the Accumulation Period Commencement Date and ending on the close of business
of the earliest of (a) the date an Early Amortization Period commences and (b)
the date the outstanding principal amount of the Series 2000-1 Notes is paid in
full.
"Accumulation Period Commencement Date" shall mean the first day of the
Collection Period when the number of full Collection Periods remaining until the
Expected Principal Payment Date first equals the Accumulation Period Length
adjusted pursuant to Section 4.09 and shall not thereafter be changed; provided,
however, that, if at any time after the November 2002 Payment Date, any other
outstanding Series (other than any Excluded Series) shall have entered into an
investment period or an early amortization period, the Accumulation Period
Commencement Date shall be the earlier of (i) the date that such outstanding
Series shall have entered into its investment period or early amortization
period and (ii) the Accumulation Period Commencement Date as previously
determined.
"Accumulation Period Length" shall mean, on any date of determination,
a period calculated as of the November 2002 Payment Date and each Payment Date
thereafter that occurs prior to the Accumulation Period Commencement Date, as
the lesser of (i) the number of full Collection Periods between such Payment
Date and the Expected Principal Payment Date and (ii) the product, rounded
upwards to the nearest integer not greater than three, of (a) one divided by the
lowest Monthly Payment Rate during the last 12 months and (b) a fraction, the
numerator of which is the sum of (i) the Invested Amount as of such Payment Date
(after giving effect to all changes therein on such date) and (ii) the invested
amounts of all other Series (other than any Excluded Series) currently in their
amortization or
accumulation periods or expected to be in their amortization periods by the
Expected Principal Payment Date and the denominator of which is the sum of such
Invested Amount and the invested amounts as of such Payment Date (after giving
effect to all changes therein on such date) of all other outstanding Series
(other than any Excluded Series) which are scheduled to be outstanding on the
Expected Principal Payment Date.
"Additional Noteholder Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Additional Noteholder Non-Principal Collections
for such Deposit Date and (b) the Additional Noteholder Principal Collections
for such Deposit Date.
"Additional Noteholder Non-Principal Collections" shall mean, for any
Deposit Date, an amount equal to the product of (a) the excess of (i) the
Certificateholder Percentage for such date over (ii) the Excess
Certificateholder Percentage for such Deposit Date and (b) Allocable
Non-Principal Collections for such Deposit Date; provided, however, that the
Additional Noteholder Non-Principal Collections shall be zero for any Deposit
Date on which the Available Subordinated Amount is zero.
"Additional Noteholder Principal Collections" shall mean, for any
Deposit Date, an amount equal to the sum of (a) product of (i) the excess of (A)
the Certificateholder Percentage for such Deposit Date over (B) the Excess
Certificateholder Percentage for such date and (ii) Allocable Principal
Collections for such Deposit Date and (b) amounts treated as Additional
Noteholder Principal Collections pursuant to Section 4.04(a)(vii); provided,
however, that the Additional Noteholder Principal Collections shall be zero for
any Deposit Date on which the Available Subordinated Amount is zero.
"Allocable Non-Principal Collections" shall mean, with respect to any
day, the product of (a) the Series 2000-1 Allocation Percentage on such day and
(b) the aggregate amount of Non-Principal Collections deposited in the
Collection Account for such day.
"Allocable Principal Collections" shall mean, with respect to any day,
the product of (a) the Series 2000-1 Allocation Percentage on such day and (b)
the aggregate amount of Principal Collections deposited in the Collection
Account for such day.
"Assets Receivables Rate" shall mean, with respect to any Interest
Period an amount equal to the product of: (a) the quotient obtained by dividing
(i) 360 by (ii) the actual number of days elapsed in such period and (b) a
fraction, (i) the numerator of which is the sum of (A) Noteholder Non-Principal
Collections for the Collection Period immediately preceding the last day of such
period (which for this purpose only is based on interest amounts billed to the
Dealers which are due during such Collection Period) less the Noteholder Monthly
Servicing Fee with respect to such immediately preceding Collection Period, to
the extent not waived by the Servicer and (B) the Investment Proceeds to be
applied on the Payment Date related to such period and (ii) the denominator of
which is the sum of (A) the product of the Floating Allocation Percentage, the
Series Allocation Percentage and the weighted average Pool Balance (after giving
effect to any charge-offs) for such immediately preceding Collection Period, (B)
the weighted average of the Series 2000-1 Excess Funding Amount for such
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immediately preceding Collection Period, and (C) the weighted average of the
principal balance on deposit in the Principal Funding Account for such
Collection Period.
"Available Noteholder Principal Collections" shall mean, with respect
to any Deposit Date falling in the Accumulation Period or an Early Amortization
Period, the sum of (a) Noteholder Principal Collections for such Deposit Date
and (b) Series 2000-1 Excess Principal Collections allocated to cover any
Principal Shortfall for such Deposit Date.
"Available Subordinated Amount" means, on the Series Issuance Date, the
Required Subordinated Amount and, on any subsequent day, an amount equal to the
lesser of (x) the Required Subordinated Amount for that day and (y) the
Available Subordinated Amount for the most recent Reset Date, minus (A) the
Required Draw Amount with respect to any Payment Date occurring after that Reset
Date, plus (B) the amount of Noteholder Non- Principal Collections and
Investment Proceeds treated as a portion of Additional Noteholder Principal
Collections in respect of Noteholder Defaulted Amounts and Monthly Dilution
Amounts that had previously reduced the Available Subordinated Amount since the
most recent Reset Date, minus (C) the Incremental Subordinated Amount for the
most recent Reset Date, plus (D) the Incremental Subordinated Amount for such
date of determination, plus (E) the Subordinated Percentage of the decrease in
the Series Allocable Excess Funding Amount since the most recent Reset Date,
minus (F) the Subordinated Percentage of the increase in the Series 2000-1
Excess Funding Amount since the most recent Reset Date; provided, that the
Certificateholders may, in their sole discretion, from time to time increase the
Available Subordinated Amount for so long as the cumulative amount of such
increase does not exceed the lesser of $12,352,970 or 1.765% of the Invested
Amount.
"Calculation Agent" shall mean the Indenture Trustee or any other
Calculation Agent selected by the Transferor which is reasonably acceptable to
the Indenture Trustee.
"Carry-over Amount" shall mean the sum of the Class A Carry-over Amount
and the Class B Carry-over Amount.
"Certificateholder Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Collections and
Defaulted Amount at all times and Principal Collections during any Revolving
Period, and (b) the Principal Allocation Percentage, when used with respect to
Principal Collections during the Accumulation Period and during any Early
Amortization Period.
"Class A Carry-over Amount" shall mean, if the Class A Note Rate for
any Payment Date is based on the Assets Receivables Rate, the sum of (a) the
excess of (i) the amount of interest on the Class A Notes that would have
accrued in respect of the related Interest Period had interest on the Class A
Notes been calculated based on LIBOR over (ii) the amount of interest on the
Class A Notes actually accrued in respect of such Interest Period based on the
Assets Receivables Rate and (b) the unpaid portion of any such excess from prior
Payment Dates and interest accrued thereon calculated on the basis of LIBOR.
3
"Class A Controlled Accumulation Amount" shall mean an amount equal to
(1) the aggregate outstanding principal balance of the Class A Notes as of the
Payment Date immediately preceding the first date of the Accumulation Period
(after giving effect to any changes therein on such date) less the portion of
the Series 2000-1 Excess Funding Amount deposited into the Principal Funding
Account in respect of the Class A Notes divided by (2) the Accumulation Period
Length.
"Class A Controlled Deposit Amount" shall mean, for a Deposit Date (i)
during the Accumulation Period, the excess, if any, of (a) the product of the
Class A Controlled Accumulation Amount and the number of Payment Dates from and
including the first Payment Date with respect to the Accumulation Period through
and including the Payment Date related to the Collection Period during which the
Deposit Date occurs (but not in excess of the Accumulation Period Length,
expressed in number of months) over (b) the amount on deposit in the Principal
Funding Account to make payments of principal on the Class A Notes less the
portion of the Series 2000-1 Excess Funding Amount deposited into the Principal
Funding Account in respect of the Class A Notes before giving effect to any
withdrawals from or deposits to such account on such Deposit Date, but not more
than the Class A Invested Amount; provided, however, if Available Noteholder
Principal Collections for that Deposit Date would otherwise be deposited into
the Excess Funding Account so that the Pool Balance would not be less than the
Required Pool Balance, the Class A Controlled Deposit Amount for that Deposit
Date shall be increased by an amount equal to the product of (1) the Available
Noteholder Principal Collections that would have been so deposited into the
Excess Funding Account and (2) a fraction, the numerator of which is the Class A
Invested Amount for such Deposit Date and the denominator of which is the
Invested Amount for such Deposit Date, but not by more than the Class A Invested
Amount, and (ii) during an Early Amortization Period, the Class A Invested
Amount.
"Class A Initial Invested Amount" means $646,000,000.
"Class A Invested Amount" shall mean, for any date, an amount equal to
the Class A Initial Invested Amount minus the amount, without duplication, of
principal payments made to Class A Noteholders or deposited to the Principal
Funding Account in respect of the Class A Notes prior to such date since the
Series Issuance Date, minus the excess, if any, of the aggregate amount of Class
A Noteholder Charge-Offs for all Payment Dates preceding such date, over the
aggregate amount of any reversals of Class A Noteholder Charge-Offs for all
Payment Dates preceding such date, minus the Series 2000-1 Excess Funding Amount
for such day but limited to an amount that would reduce the Class A Invested
Amount to zero.
"Class A Monthly Interest" shall have the meaning specified in Section
4.02.
"Class A Note Rate" will be equal to the lesser of (a) LIBOR plus
0.135% and (b) the Assets Receivables Rate for the related Payment Date.
"Class A Noteholder Charge-offs" shall have the meaning specified in
Section 4.07.
4
"Class A Stated Maturity Date" shall mean March 15, 2005.
"Class B Carry-over Amount" shall mean, if the Class B Note Rate for
any Payment Date is based on the Assets Receivables Rate, the sum of (a) the
excess of (i) the amount of interest on the Class B Notes that would have
accrued in respect of the related Interest Period had interest on the Class B
Notes been calculated based on LIBOR over (ii) the amount of interest on the
Class B Notes actually accrued in respect of such Interest Period based on the
Assets Receivables Rate and (b) the unpaid portion of any such excess from prior
Payment Dates and interest accrued thereon calculated on the basis of LIBOR.
"Class B Controlled Accumulation Amount" shall mean an amount equal to
(1) the aggregate outstanding principal balance of the Class B Notes as of the
Payment Date immediately preceding the first day of the Accumulation Period
(after giving effect to any changes therein on such date) less the portion of
the Series 2000-1 Excess Funding Amount deposited into the Principal Funding
Account in respect of the Class B Notes divided by (2) the Accumulation Period
Length.
"Class B Controlled Deposit Amount" shall mean, for a Deposit Date (i)
during the Accumulation Period, the excess, if any, of (a) the product of the
Class B Controlled Accumulation Amount and the number of Payment Dates from and
including the first Payment Date with respect to the Accumulation Period through
and including the Payment Date related to the Collection Period during which the
Deposit Date occurs (but not in excess of the Accumulation Period Length
expressed in a number of months) over (b) the amount on deposit in the Principal
Funding Account to make principal payments on the Class B Notes less the portion
of the Series 2000-1 Excess Funding Amount deposited into the Principal Funding
Account in respect of the Class B Notes before giving effect to any withdrawals
from or deposits to such account on such Deposit Date, but not more than the
Class B Invested Amount; provided, however, if Available Noteholder Principal
Collections for that Deposit Date would otherwise be deposited into the Excess
Funding Account so that the Pool Balance would not be less than the Required
Pool Balance, the Class B Controlled Deposit Amount for that Deposit Date shall
be increased by an amount equal to the product of (1) the Available Noteholder
Principal Collections that would have been so deposited into the Excess Funding
Account and (2) a fraction, the numerator of which is the Class B Invested
Amount for such Deposit Date and the denominator of which is the Invested Amount
for such Deposit Date but not more than the Class B Invested Amount and (ii)
during an Early Amortization Period, the Class B Invested Amount.
"Class B Initial Invested Amount" means $54,000,000.
"Class B Invested Amount" shall mean, for any date, an amount equal to
the Class B Initial Invested Amount minus the amount, without duplication, of
principal payments made to Class B Noteholders or deposited to the Principal
Funding Account in respect of the Class B Notes prior to such date since the
Series Issuance Date minus the excess, if any, of aggregate amount of Class B
Noteholder Charge-Offs for all Payment Dates preceding such date, over the
aggregate amount of any reversals of Class B Noteholder Charge-Offs for all
Payment Dates preceding such date minus the amount, if any, of the Series 2000-1
Excess
5
Funding Amount remaining after allocation to the Class A Invested Amount but
limited to an amount that would reduce the Class B Invested Amount to zero.
"Class B Monthly Interest" shall have the meaning specified in Section
4.02.
"Class B Note Rate" shall mean the lesser of (a) LIBOR plus 0.45% and
(b) the Assets Receivables Rate for the related Payment Date.
"Class B Noteholder Charge-offs" shall have the meaning specified in
Section 4.07.
"Class B Stated Maturity Date" shall mean March 15, 2005.
"Deficiency Amount" shall have the meaning specified in Section
4.06(b).
"Excess Certificateholder Percentage" shall mean, for any day, a
percentage (which percentage shall never be less than 0% nor more than 100%)
equal to (a) 100% minus, when used with respect to Non-Principal Collections and
Defaulted Amount at all times and Principal Collections during any Revolving
Period, the sum of (i) the Floating Allocation Percentage with respect to such
day and (ii) the percentage equivalent of a fraction, the numerator of which is
the Available Subordinated Amount as of the most recent Reset Date and the
denominator of which is the product of (A) the Pool Balance as of the most
recent Reset Date and (B) the Series 2000-1 Allocation Percentage for such day
or (b) 100% minus, when used with respect to Principal Collections during the
Accumulation Period and any Early Amortization Period, the sum of (i) the
Principal Allocation Percentage with respect to such day and (ii) the percentage
equivalent of a fraction, the numerator of which is the Available Subordinated
Amount as of the most recent Reset Date and the denominator of which is the
product of (A) the Pool Balance as of the most recent Reset Date and (B) the
Series 2000-1 Allocation Percentage for such day.
"Excess Reserve Fund Required Amount" shall mean, for any Payment Date,
an amount equal to the greater of (a) 5.0% of the initial principal balance of
the Series 2000-1 Notes and (b) the excess of (i) the Available Subordinated
Amount on the most recent Reset Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Payment Date) over
(ii) the excess of (x) the Series 2000-1 Allocation Percentage of the Pool
Balance on the most resent Reset Date over (y) the Invested Amount on such
Payment Date (after giving effect to changes therein on such Payment Date);
provided, that the Excess Reserve Fund Required Amount shall not exceed the
Available Subordinated Amount on the most recent Reset Date.
"Expected Principal Payment Date" shall mean the March 2003 Payment
Date.
"Floating Allocation Percentage" shall mean, with respect to any day,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Invested Amount as of the most recent
Reset Date and the denominator of which is the product of (a) the Pool Balance
as of such Reset Date and (b) the Series 2000-1 Allocation Percentage in respect
of which the Floating Allocation Percentage is being calculated;
6
provided, however, that, with respect to the first Reset Date, the Floating
Allocation Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Initial Invested Amount and the denominator of which
is the product of (x) the Pool Balance on the Series Cut-Off Date and (y) the
Series 2000-1 Allocation Percentage with respect to the Series Cut-Off Date.
"Incremental Subordinated Amount" shall mean, for any day, the product
of (a) a fraction, the numerator of which is the sum of the Target Invested
Amount and the Target Available Subordinated Amount and the denominator of which
is the greater of (i) the Pool Balance or (ii) the sum of the amounts calculated
as the numerator above for all outstanding series, in each case, on the most
recent Reset Date and (b) the Trust Incremental Subordinated Amount for such
day.
"Initial Invested Amount" means the sum of the Class A Initial Invested
Amount and the Class B Initial Invested Amount.
"Initial Payment Date" shall mean May 15, 2000.
"Initial Reserve Fund Deposit Amount" shall mean $3,500,000.
"Interest Period" shall mean, with respect to any Payment Date, the
period from and including the Payment Date immediately preceding such Payment
Date (or, in the case of the Initial Payment Date, the Series Issuance Date) to
but excluding such Payment Date.
"Invested Amount" shall mean, for any day, an amount equal to the sum
of (a) the Class A Invested Amount and (b) the Class B Invested Amount.
"Investment Proceeds" shall mean, with respect to any Payment Date, all
interest and other investment earnings (net of losses and investment expenses)
deposited into the Collection Account on the related Determination Date with
respect to (a) funds on deposit in the Reserve Fund and the Principal Funding
Account, (b) the Series 2000-1 Allocation Percentage of funds held in the
Collection Account and (c) funds held in the Excess Funding Account with respect
to the Series 2000-1 Excess Funding Amount, if any.
"LIBOR" shall mean, with respect to any Interest Period, an amount
established by the Calculation Agent and equal to the offered rate for United
States dollar deposits for one month that appears on Telerate Page 3750 as of
11:00 A.M., London time, on the LIBOR Determination Date. If on any LIBOR
Determination Date the offered rate does not appear on Telerate Page 3750, the
Calculation Agent will request each of the reference banks (which shall be major
banks that are engaged in transactions in the London interbank market selected
by the Calculation Agent) to provide the Calculation Agent with its offered
quotation for United States dollar deposits for one month to prime banks in the
London interbank market as of 11:00 A.M., London time, on such date. If at least
two reference banks provide the Calculation Agent with such offered quotations,
LIBOR on such date will be the arithmetic mean, rounded upwards, if necessary,
to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a
percentage point rounded upward, of all such quotations. If on such date
7
fewer than two of the reference banks provide the Calculation Agent with such
offered quotations, LIBOR on such date will be the arithmetic mean, rounded
upwards, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, of the offered per annum
rates that one or more leading banks in New York City selected by the
Calculation Agent are quoting as of 11:00 A.M., New York City time, on such date
to leading European banks for United States dollar deposits for one month;
provided, however, that if such banks are not quoting as described above, LIBOR
for such date will be LIBOR applicable to the Interest Period immediately
preceding such Interest Period.
"LIBOR Business Day" shall mean a day on which banking institutions in
New York, New York, Chicago, Illinois and London, England are not required or
authorized by law to be closed.
"LIBOR Determination Date" shall mean the second LIBOR Business Day
prior to any Interest Period for which LIBOR is calculated by the Calculation
Agent.
"Monthly Dilution Amount" shall mean an amount equal to the Weighted
Average Series Allocation Percentage for the related Collection Period of any
Adjustment Payment required to be deposited into the Collection Account pursuant
to the Trust Sale and Servicing Agreement with respect to the related Collection
Period that has not been so deposited as of the related Determination Date.
"Monthly Interest" shall mean the sum of (a) the Class A Monthly
Interest and (b) the Class B Monthly Interest.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"Note Rate" shall mean the Class A Note Rate or the Class B Note Rate.
"Noteholder Charge-Offs" shall have the meaning specified in Section
4.07.
"Noteholder Charge-Off Reversal Amount" shall have the meaning set
forth in Section 4.04.
"Noteholder Defaulted Amount" shall mean, with respect to any Payment
Date, an amount equal to the excess, if any, of (a) the product of the Series
2000-1 Allocable Defaulted Amount for the related Collection Period and the
Weighted Average Floating Allocation Percentage for the related Collection
Period over (b) the Incremental Subordinated Amount for that Payment Date.
"Noteholder Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Noteholder Non-Principal Collections" shall mean, with respect to any
Deposit Date, an amount equal to the Allocable Non-Principal Collections
(including any Series 2000-1
8
Allocable Miscellaneous Payments that are treated as Noteholder Non-Principal
Collections pursuant to Section 4.01(e)) retained in the Collection Account
pursuant to Section 4.01(b) on such Deposit Date.
"Noteholder Principal Collections" shall mean, with respect to any
Deposit Date falling in: (i) the Revolving Period, the sum of (a) the Floating
Allocation Percentage of Allocable Principal Collections plus any Series 2000-1
Allocable Miscellaneous Payments that are treated as Noteholder Principal
Collections and (b) for any Deposit Date that is also a Payment Date, the
amount, if any, of Noteholder Non-Principal Collections, Investment Proceeds,
funds in the Reserve Fund and Additional Noteholder Collections allocated to
cover Noteholder Defaulted Amount or Monthly Dilution Amount or reverse
Noteholder Charge-Offs and (ii) the Accumulation Period or an Early Amortization
Period, the sum of (a) the Principal Allocation Percentage then in effect of
Allocable Principal Collections plus any Series 2000-1 Allocable Miscellaneous
Payments that are treated as Noteholder Principal Collections and (b) for any
Deposit Date that is also a Payment Date, the amount, if any, of Noteholder
Non-Principal Collections, Investment Proceeds, funds in the Reserve Fund and
Additional Noteholder Collections allocated to cover the Noteholder Defaulted
Amount or Monthly Dilution Amount or to reverse Noteholder Charge-Offs.
"Principal Allocation Percentage" shall mean, with respect to any day,
the percentage equivalent (which shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the last day of the Revolving
Period and the denominator of which is the product of (x) the Pool Balance as of
the last Reset Date and (y) the Series 2000-1 Allocation Percentage for the day
in respect of which the Principal Allocation Percentage is being calculated.
"Principal Funding Account" shall have the meaning specified in Section
4.03.
"Rating Agency" shall mean, (i) with respect to the Class A Notes, each
of Moody's, Standard & Poor's and Fitch and (ii) with respect to the Class B
Notes, Moody's and Fitch.
"Redemption Price" shall mean, with respect to any Payment Date, the
sum of (a) the aggregate outstanding principal balance of the Series 2000-1
Notes to be redeemed on the Determination Date preceding the Payment Date on
which such redemption is to be made, (b) accrued and unpaid interest on the
unpaid balance of the Series 2000-1 Notes (calculated on the basis of the
outstanding principal balance of the Series 2000-1 Notes at the Note Rate as in
effect during the applicable Interest Periods through the day preceding such
Payment Date), together with interest on overdue interest, and (c) any
outstanding Carry-over Amount with respect to the Series 2000-1 Notes to be
repurchased.
"Required Draw Amount" shall mean the lesser of (a) the Deficiency
Amount and (b) the Available Subordinated Amount.
"Required Participation Percentage" shall mean, with respect to Series
2000-1, 100%.
9
"Required Subordinated Amount" shall mean, initially, $60,869,565 plus
the Incremental Subordinated Amount as of the Series Issuance Date and
thereafter, as of any date of determination, the sum of (a) the product of the
Subordinated Percentage and the Invested Amount as of the opening of business on
such date and (b) the Incremental Subordinated Amount as of such date.
"Reserve Fund" shall have the meaning specified in Section 4.03.
"Reserve Fund Deposit Amount" shall mean, with respect to any Payment
Date, the amount, if any, by which (a) the Reserve Fund Required Amount for such
Payment Date exceeds (b) the amount of funds in the Reserve Fund after giving
effect to any withdrawals therefrom and deposits thereto on such Payment Date.
"Reserve Fund Required Amount" shall mean, on any Payment Date with
respect to an Early Amortization Period, an amount equal to the Excess Reserve
Fund Required Amount and, for any other Payment Date, an amount equal to 0.50%,
or on and after the September 2002 Payment Date, 0.60%, of the outstanding
principal balance of the Series 2000-1 Notes on such Payment Date (after giving
effect to any change therein on such Payment Date).
"Revolving Period" shall mean the period beginning on the Series
Cut-Off Date and ending on the earlier of (a) the close of business on the day
immediately preceding the Accumulation Period Commencement Date, (b) the close
of business on the day immediately preceding the day on which an Early
Amortization Event occurs; provided, however, that the Revolving Period may
recommence in certain circumstances as provided in Section 6.02 hereof.
"Series Adjusted Invested Amount" shall mean, with respect to Series
2000-1, for any date, an amount equal to the sum of (a) the Invested Amount as
of the most recent Reset Date (or, during an Early Amortization Period, the
Invested Amount as of the close of business on the date immediately preceding
the date on which such Early Amortization Period began) and (b) the Available
Subordinated Amount as of the most recent Reset Date.
"Series 2000-1" shall mean the Series 2000-1 Asset Backed Notes, the
terms of which are specified in this Series Supplement and the interest of the
Certificateholders in funds allocated pursuant to the Series 2000-1 Allocation
Percentage.
"Series 2000-1 Accounts" shall mean the Reserve Fund and the Principal
Funding Account.
"Series 2000-1 Allocable Defaulted Amount" shall mean, with respect to
any Collection Period, the product of (a) the Series Allocation Percentage with
respect to such Collection Period and (b) the Defaulted Amount with respect to
such Collection Period.
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"Series 2000-1 Allocable Miscellaneous Payments" shall mean, with
respect to any day, the product of (a) the Series 2000-1 Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect to
the related Collection Period.
"Series 2000-1 Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 2000-1.
"Series 2000-1 Excess Funding Amount" shall mean, with respect to the
Series 2000- 1 Notes, for any day, the product of (a) the amount on deposit in
the Excess Funding Account on such day, and (b) a fraction, the numerator of
which is the sum of the Target Invested Amount and the Target Available
Subordinated Amount and the denominator of which is the sum of the numerators
for each Series then being allocated a portion of the funds on deposit in the
Excess Funding Account; provided, however, that the Series 2000-1 Excess Funding
Amount shall be zero and the Series 2000-1 Notes shall not be allocated a
portion of the funds on deposit in the Excess Funding Account, on any date after
the Business Day immediately following the last day of the Revolving Period.
"Series 2000-1 Excess Principal Collections" shall mean, with respect
to any Deposit Date, an amount equal to the Series 2000-1 Principal Shortfall
for such Deposit Date; provided, however, that, if the aggregate amount of
Excess Principal Collections for such Deposit Date is less than the aggregate
amount of Principal Shortfalls for such Deposit Date, then Series 2000-1 Excess
Principal Collections for such Deposit Date shall equal the product of (x)
Excess Principal Collections for all Series for such Deposit Date and (y) a
fraction, the numerator of which is the Series 2000-1 Principal Shortfall for
such Deposit Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all Series for such Deposit Date.
"Series 2000-1 Noteholders" shall mean the Holders of Series 2000-1
Notes.
"Series 2000-1 Note Owner" shall mean, with respect to a Series 2000-1
Note in Book Entry form, any person who is a beneficial owner of such note.
"Series 2000-1 Notes" shall mean the Series 2000-1 Asset Backed Notes,
substantially in the form of Exhibit A or Exhibit B, as applicable.
"Series 2000-1 Principal Shortfall" shall mean, with respect to any
Deposit Date, an amount equal to the excess of (i) the sum of (a) the Class A
Controlled Deposit Amount for such Deposit Date and (b) the Class B Controlled
Deposit Amount over (ii) the amount deposited into the Principal Funding Account
on such Deposit Date.
"Series Cut-Off Date" shall mean April 1, 2000.
"Series Issuance Date" shall mean April 6, 2000.
"Servicing Fee Rate" shall mean, unless otherwise waived, with respect
to Series 2000-1, 1.0%.
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"Special Payment Date" shall mean each Payment Date with respect to an
Early Amortization Period.
"Stated Maturity Date" shall mean the Class A Stated Maturity Date or
the Class B Stated Maturity Date.
"Subordinated Percentage" shall mean the percentage equivalent of a
fraction, (a) the numerator of which is the Subordination Factor and (b) the
denominator of which will be the excess of 100% over the Subordination Factor.
"Subordination Factor" shall mean 8%.
"Telerate Page 3750" shall mean the display page so designated on the
Dow Jones Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying London interbank offered rates of major banks).
"Weighted Average Floating Allocation Percentage" means, for any
Collection Period, a percentage equal to the result of (a) the sum of the
Floating Allocation Percentage for each day during that Collection Period,
divided by (b) the number of days in that Collection Period.
(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation."
ARTICLE II
CREATION OF THE SERIES 2000-1 NOTES
SECTION 2.01. Designation. (a) There is hereby created a Series of
Notes to be issued pursuant to the Indenture and this Series Supplement to be
known as the "Series 2000-1 Asset Backed Notes" (the "Series 2000-1 Notes").
Such Series shall be comprised of two classes: the Series 2000-1 Floating Rate
Automobile Dealer Floorplan Asset Backed Notes, Class A (the "Class A Notes")
and the Series 2000-1 Asset Backed Notes, Class B (the "Class B Notes").
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Series Supplement shall govern.
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(c) The Issuer shall issue and the Indenture Trustee shall authenticate
and deliver to the Issuer the Class A Notes in the initial aggregate principal
amount of $646,000,000 and the Class B Notes in the initial aggregate principal
amount of $54,000,000.
ARTICLE III
SERVICING FEE
SECTION 3.01. Servicing Compensation. The monthly servicing fee with
respect to Series 2000-1 (the "Monthly Servicing Fee") shall be payable to the
Servicer, in arrears, on each Payment Date in respect of any Collection Period
(or portion thereof) occurring on or prior to the earlier of the first Payment
Date following the Stated Maturity Date and the first Payment Date on which the
Invested Amount is zero, in an amount equal to one-twelfth of the product of (a)
the Servicing Fee Rate and (b) the Series 2000-1 Allocation Percentage of the
Pool Balance (excluding the amount of Principal Receivables relating to
Non-Serviced Participated Receivables) in each case, as of the last day of the
second Collection Period preceding such Payment Date. The share of the Monthly
Servicing Fee allocable to the Series 2000-1 Noteholders with respect to any
Payment Date (the "Noteholder Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Invested
Amount as of the last day of the Collection Period second preceding such Payment
Date; provided, however, that the Noteholder Monthly Servicing Fee with respect
to the first Payment Date will be $583,333. The remainder of the Monthly
Servicing Fee for the first Payment Date and each subsequent Payment Date shall
be paid by the Certificateholders and, in no event shall the Trust or the Series
2000-1 Noteholders be liable for the share of the Monthly Servicing Fee to be
paid by the Certificateholders. The remainder of the Servicing Fee shall be paid
by the Certificateholders and the Noteholders of other Series and the Series
2000-1 Noteholders shall in no event be liable for the share of Servicing Fee to
be paid by the Certificateholders or the Noteholders of other Series. The
Noteholder Monthly Servicing Fee shall be payable to the Servicer solely to the
extent amounts are available for distribution in accordance with the terms of
the Trust Sale and Servicing Agreement and Section 4.04(a) of this Series
Supplement.
ARTICLE IV
RIGHTS OF SERIES 2000-1 NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.01. Daily Allocations; Payments to Certificateholders. On
each Deposit Date, Non-Principal Collections, Principal Collections and
Miscellaneous Payments will be allocated to the Series 2000-1 based on the
Series Allocation Percentage and shall be further allocated and distributed as
set forth in this Section 4.01.
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(a) Certificateholder Collections; Additional Noteholder Collections.
The Servicer will instruct the Indenture Trustee in writing to withdraw the
following amounts from the Collection Account and apply such amounts as follows
on each Deposit Date:
(i) an amount equal to the Excess Certificateholder Percentage
then in effect of Allocable Non-Principal Collections deposited in the
Collection Account for such Deposit Date shall be paid to the
Certificateholders;
(ii) an amount equal to the Excess Certificateholder
Percentage then in effect of Allocable Principal Collections deposited
in the Collection Account for such Deposit Date shall be paid to the
Certificateholders, provided, however, that if the Pool Balance
(determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) is less than the
Required Pool Balance for such Deposit Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on such
Deposit Date), such funds will be deposited into the Excess Funding
Account to the extent necessary so that the Pool Balance at least
equals the Required Pool Balance;
(iii) an amount equal to the Additional Noteholder
Non-Principal Collections for such Deposit Date shall be retained in
the Collection Account; provided, however, that during the Revolving
Period and the Accumulation Period, the amount so retained shall not
exceed the excess if any, of the Reserve Fund Required Amount over the
amount in the Reserve Fund (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Payment Date
immediately following such Deposit Date), and if on any day the amount
so retained exceeds such excess, the amount retained which exceeds such
excess may be withdrawn from the Collection Account and applied in
accordance with Section 4.01(a)(v).
(iv) an amount equal to the Additional Noteholder Principal
Collections for an Early Amortization Period shall be retained in the
Collection Account and, to the extent not otherwise required to be
allocated, on the related Payment Date shall be treated as Noteholder
Principal Collections; and
(v) any remaining Additional Noteholder Collections for such
Deposit Date not required to be retained in the Collection Account
pursuant to Section 4.01(a)(iii) and (iv) or distributed pursuant to
Section 4.06(b) shall be paid to the Certificateholders; provided,
however, that if the Pool Balance (determined after giving effect to
any Principal Receivables transferred to the Trust on such Deposit
Date) is less than the Required Pool Balance (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on
that Deposit Date), such funds shall be deposited into the Excess
Funding Account to the extent necessary so that the Pool Balance at
least equals the Required Pool Balance.
(b) Noteholder Non-Principal Collections. On each Deposit Date, the
Servicer shall allocate to Series 2000-1 and retain in the Collection Account an
amount equal to the
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Floating Allocation Percentage then in effect of Allocable Non-Principal
Collections deposited in the Collection Account for such Deposit Date.
(c) Noteholder Principal Collections - Revolving Period. On each
Deposit Date falling in the Revolving Period, the Servicer shall allocate to
Series 2000-1 and treat as Excess Principal Collections an amount equal to
Noteholder Principal Collections on such Deposit Date.
(d) Noteholder Principal Collections - Other Periods. On each Deposit
Date falling in the Accumulation Period or the Early Amortization Period, the
Servicer shall allocate and deposit an amount equal to Available Noteholder
Principal Collections as follows:
(i) first, an amount up to the Class A Controlled Deposit
Amount for such Deposit Date shall be deposited by the Servicer or the
Indenture Trustee into the Principal Funding Account;
(ii) second, an amount up to the Class B Controlled Deposit
Amount for such Deposit Date shall be deposited by the Servicer or the
Indenture Trustee into the Principal Funding Account; and
(iii) third, after giving effect to the transactions referred
to in clauses (i) and (ii) above, an amount equal to the balance, if
any, of such Available Noteholder Principal Collections shall be
treated as Excess Principal Collections and applied in accordance with
Section 4.4 of the Trust Sale and Servicing Agreement and Section 4.08
hereof.
(e) Miscellaneous Payments. On each Deposit Date, the Servicer shall
treat any Series 2000-1 Allocable Miscellaneous Payments as Noteholder Principal
Collections and apply them as provided in Section 4.01(c) or (d), as
appropriate; provided, however, Series 2000-1 Allocable Miscellaneous Payments
consisting of Adjustment Payments that were paid after their due date as per
Section 3.9(a) of the Trust Sale and Servicing Agreement, if the amount of such
overdue Adjustment Payments has been included in the Monthly Dilution Amount for
any prior Monthly Period, shall be treated as Noteholder Non-Principal
Collections and applied as provided in Section 4.01(b).
SECTION 4.02. Monthly Interest.
(a) The amount of interest accrued on the outstanding principal balance
during an Interest Period with respect to the Class A Notes (the "Class A
Monthly Interest") shall be an amount equal to the product of (i) the Class A
Note Rate, (ii) the outstanding principal balance of the Class A Notes as of the
close of business on the preceding Payment Date (after giving effect to all
repayments of principal made to Class A Noteholders on such preceding Payment
Date, if any) and (iii) a fraction, the numerator of which is the actual number
of days elapsed in such Interest Period and the denominator of which is 360.
15
(b) The amount of monthly interest accrued on the outstanding principal
balance during an Interest Period with respect to the Class B Notes (the "Class
B Monthly Interest") shall be an amount equal to the product of (i) the Class B
Note Rate, (ii) the outstanding principal balance of the Class B Notes as of the
close of business on the preceding Payment Date (after giving effect to all
repayments of principal made to Class B Noteholders on such preceding Payment
Date, if any) and (iii) a fraction, the numerator of which is the actual number
of days elapsed in such Interest Period and the denominator of which is 360.
(c) The Class A Carry-over Amount, if any, will be paid on any Payment
Date, to the extent funds are allocated and available therefor after making all
required distributions and deposits with respect to the Series 2000-1 Notes,
including payments with respect to principal (including deposits to the Excess
Funding Account), Monthly Interest, the Noteholder Monthly Servicing Fee, the
Reserve Fund Deposit Amount, the Noteholder Defaulted Amount, the Monthly
Dilution Amount, the Noteholder Charge-Off Reversal Amount and Noteholder
Defaulted Amounts and Monthly Dilution Amounts from prior periods that had not
previously been paid. The Class B Carry-over Amount, if any, will be paid on any
Payment Date, to the extent funds are allocated and available therefor after
making all required distributions and deposits with respect to the Series 2000-1
Notes, including payments with respect to principal (including deposits to the
Excess Funding Account), Monthly Interest, the Noteholder Monthly Servicing Fee,
the Reserve Fund Deposit Amount, the Noteholder Defaulted Amount, the Monthly
Dilution Amount, the Noteholder Charge-Off Reversal Amount and Noteholder
Defaulted Amounts and Monthly Dilution Amounts from prior periods that had not
previously been paid and the Class A Carry-over Amount.
SECTION 4.03. Establishment of the Series 2000-1 Accounts.
(a) The Servicer, for the benefit of the Series 2000-1 Noteholders,
shall cause to be established and maintained in the name of the Indenture
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Reserve
Fund") which shall be identified as the "Reserve Fund for the World Omni Master
Owner Trust, Series 2000-1" and shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2000-1
Noteholders. On the Series Issuance Date, the Transferor shall cause to be
deposited in the Reserve Fund the Initial Reserve Fund Deposit Amount.
(b) At the written direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Indenture Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be available
at the close of business on or before the Business Day two Business Days before
the following Payment Date (or on or before 10:00 a.m. on such following Payment
Date in the case of Eligible Investments in respect of which the Indenture
Trustee is the obligor or Eligible Investments specified in clauses (g) and (i)
of the definition thereof). All Eligible Investments shall be held by the
Indenture Trustee for the benefit of the Series 2000-1 Noteholders. On each
Payment Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Reserve Fund received prior to
such Payment Date shall be deposited in the Collection Account and treated as
Investment Proceeds and applied as set forth in Section 4.04(a) of this
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Series Supplement. Funds deposited in the Reserve Fund on a Business Day (which
immediately precedes a Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight. In no event shall the
Indenture Trustee be liable for the selection of Eligible Investments or for
investment losses incurred thereon. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
Eligible Investments prior to its stated maturity or failure of the Servicer to
provide timely written direction.
(c) The Servicer, for the benefit of the Noteholders, shall establish
and maintain in the name of the Indenture Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Principal Funding Account"), which shall be
identified as the "Principal Funding Account for World Omni Master Owner Trust,
Series 2000-1" and shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2000-1 Noteholders.
(d) At the written direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Indenture Trustee in Eligible
Investments selected by the Servicer that will mature so that such funds will be
available on or before the close of business on the Business Day two business
days before the following Payment Date (or on or before 10:00 a.m. on such
following Payment Date in the case of Eligible Investments in respect of which
the Indenture Trustee is the obligor or Eligible Investments specified in
clauses (g) and (i) of the definition thereof). All such Eligible Investments
shall be held by the Indenture Trustee for the benefit of the Series 2000-1
Noteholders. On each Payment Date all interest and other investment earnings
(net of losses and investment expenses) on funds on deposit therein shall be
deposited in the Collection Account and treated as Investment Proceeds and
applied as set forth in Section 4.04(a) of this Series Supplement. Funds
deposited in the Principal Funding Account on a Business Day (which immediately
precedes an Expected Principal Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight. In no event shall the
Indenture Trustee be liable for the selection of Eligible Investments or for
investment losses incurred thereon. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
Eligible Investments prior to its stated maturity or failure of the Servicer to
provide timely written direction.
(e) The Indenture Trustee shall possess all right, title and interest
in and to all funds on deposit from time to time in, and all Eligible
Investments credited to, the Reserve Fund and the Principal Funding Account
(collectively, the "Series 2000-1 Accounts") and in all proceeds thereof. The
Series 2000-1 Accounts shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders. If, at any time, any of
the Series 2000-1 Accounts ceases to be an Eligible Deposit Account, the
Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which each Rating
Agency has consented) establish and maintain in the name of the Indenture
Trustee a new Series 2000-1 Account (which shall be an Eligible Deposit Account
and which shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2000-1 Noteholders) and shall
transfer any cash and/or any investments to such new Series 2000-1 Account.
Neither the
17
Transferor, the Servicer nor any person or entity claiming by, through or under
the Transferor, the Servicer or any such person or entity shall have any right,
title or interest in, or any right to withdraw any amount from, any Series
2000-1 Account, except as expressly provided herein. Schedule 1, which is hereby
incorporated into and made part of this Series Supplement, identifies each
Series 2000-1 Account by setting forth the account number of each such account,
the account designation of each such account and the name of the institution
with which such account has been established. If a substitute Series 2000-1
Account is established pursuant to this Section, the Servicer shall provide to
the Indenture Trustee an amended Schedule 1, setting forth the relevant
information for such substitute Series 2000-1 Account.
(f) Pursuant to the authority granted to the Servicer in Section 8.2 of
the Indenture and Section 3.1(a) and Section 4.2 of the Trust Sale and Servicing
Agreement, the Servicer shall have the power, revocable by the Indenture Trustee
to instruct the Indenture Trustee to make withdrawals and payments from the
Series 2000-1 Accounts for the purposes of carrying out the Servicer's or
Indenture Trustee's duties hereunder.
SECTION 4.04. Application of Noteholder Non-Principal
Collections, Investment Proceeds and Available Noteholder Principal Collections.
The Servicer shall cause the Indenture Trustee to make the following
distributions:
(a) On each Payment Date, commencing with the Initial Payment Date, an
amount equal to the sum of Noteholder Non-Principal Collections and any
Investment Proceeds with respect to such Payment Date will be distributed, to
the extent funds are available therefor, in the following priority:
(i) first, an amount equal to Class A Monthly Interest for
such Payment Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to the Class A Noteholders on a
prior Payment Date (plus interest thereon) shall be distributed to the
Class A Noteholders;
(ii) second, an amount equal to Class B Monthly Interest for
such Payment Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to the Class B Noteholders on a
prior Payment Date (plus interest thereon) shall be distributed to the
Class B Noteholders;
(iii) third, an amount equal to the Noteholder Monthly
Servicing Fee for such Payment Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit
Amount, if any, for such Payment Date shall be deposited in the
Reserve Fund;
(v) fifth, an amount equal to the Noteholder Defaulted
Amount and the Monthly Dilution Amount for such Payment Date shall be
treated as a portion of Noteholder Principal Collections for such day;
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(vi) sixth, an amount equal to the aggregate amount of
Noteholder Charge- Offs which have not been previously reversed as
provided in this Section 4.04(a)(vi) shall be treated as a portion of
Noteholder Principal Collections for such day and shall increase the
Class A Invested Amount or the Class B Invested Amount as described in
Section 4.07 (the "Noteholder Charge-Off Reversal Amount");
(vii) seventh, an amount equal to the amount of reductions of
the Available Subordinated Amount on account of Noteholder Defaulted
Amounts and Monthly Dilution Amounts that have not previously been
reinstated shall be treated as a portion of Additional Noteholder
Principal Collections for such day and shall increase the Available
Subordinated Amount;
(viii) eighth, an amount equal to any outstanding Class A
Carry-over Amount shall be distributed to the Class A Noteholders;
(ix) ninth, an amount equal to any outstanding Class B
Carry-over Amount shall be distributed to the Class B Noteholders;
(x) tenth, an amount equal to the aggregate outstanding
amounts of Noteholder Monthly Servicing Fee which have been previously
waived shall be distributed to the Servicer; and
(xi) eleventh, the balance shall be distributed to the
Certificateholders.
(b) In the event that the Class B Invested Amount is greater than zero
on the Class B Stated Maturity Date, any funds remaining in the Reserve Account
(after the application of funds in the Reserve Fund as described in Section 4.06
hereof) will be treated as a portion of Available Noteholder Principal
Collections for the Payment Date occurring on the Class B Stated Maturity Date.
SECTION 4.05. Distributions to Series 2000-1 Noteholders. Payments to
Series 2000-1 Noteholders will be made from the Collection Account, the Reserve
Fund or the Principal Funding Account, as applicable.
(a) on each Payment Date, the Servicer shall cause the Indenture
Trustee to distribute the amounts on deposit in the Collection Account and the
Reserve Fund that are payable to the Series 2000-1 Noteholders with respect to
accrued interest to the Series 2000-1 Noteholders in accordance with Section
4.04(a); provided, however, that no Class B Monthly Interest shall be paid to
the Class B Noteholders until all Class A Monthly Interest and interest on
unpaid Class A Monthly Interest has been paid to the Class A Noteholders and no
Class B Carry-over Amount shall be paid to the Class B Noteholders until any
outstanding Class A Carry-over Amount has been paid to the Class A Noteholders.
19
(b) The Servicer shall instruct the Indenture Trustee in writing to
apply the funds on deposit in the Principal Funding Account and the Collection
Account and shall instruct the Indenture Trustee in writing to make, without
duplication, the following distributions at the following times:
(i) on the Expected Principal Payment Date and each Special
Payment Date all amounts on deposit in the Principal Funding Account
and the Collection Account as are payable to the Class A Noteholders
with respect to principal shall be distributed to the Class A
Noteholders up to a maximum amount on any such day equal to the
outstanding principal balance of the Class A Notes on such date; and
(ii) if all of the amounts due and owing to the Class A
Noteholders pursuant to clause (i) above have been paid in full, on the
Expected Principal Payment Date and each Special Payment Date, all
amounts on deposit in the Principal Funding Account and the Collection
Account as are payable to Class B Noteholders with respect to principal
shall be distributed to the Class B Noteholders up to a maximum amount
on any such day equal to the outstanding principal balance of the Class
B Notes on such date.
(c) On each Payment Date on which there is an unpaid Class A Carry-over
Amount, the Servicer shall instruct the Indenture Trustee in writing to
distribute to the Class A Noteholders such Class A Carry-over Amount to the
extent funds are available therefor after making all required distributions and
deposits with respect to the Series 2000-1 Notes pursuant to Section 4.04(a).
(d) On each Payment Date on which there is an unpaid Class B Carry-over
Amount, the Servicer shall instruct the Indenture Trustee in writing to
distribute to the Class B Noteholders such Class B Carry-over Amount to the
extent funds are available therefor after making all required distributions and
deposits with respect to the Series 2000-1 Notes pursuant to Section 4.04(a).
(e) If on the Class A Stated Maturity Date there is any Class A
Carry-over Amount or on the Class B Stated Maturity Date there is any Class B
Carry-over Amount or on the date on which the Invested Amount has been reduced
to zero there is any Carry-over Amount (in each case after giving effect to any
distributions on such date pursuant to Section 4.04(a) through (d) above), the
Servicer shall instruct the Indenture Trustee in writing to distribute to the
Class A Noteholders or the Class B Noteholders, as applicable, the amounts
payable with respect thereto pursuant to Section 4.06(a) and (b) .
(f) The distributions to be made pursuant to this Section are subject
to the provisions of Section 4.3 of the Trust Sale and Servicing Agreement,
Section 2.7(c) of the Indenture and Section 8.01 of this Series Supplement.
20
SECTION 4.06. Application of Reserve Fund and Available
Subordinated Amount.
(a) If the portion of Noteholder Non-Principal Collections and
Investment Proceeds allocated to Series 2000-1 Noteholders on any Payment Date
pursuant to Section 4.04(a) is not sufficient to make the entire distributions
required on such Payment Date by (a) Sections 4.04(a)(i), (ii), (iii) and (v) or
(b) on the Class A Stated Maturity Date or the date on which the Invested Amount
has been reduced to zero only, Section 4.04(a)(viii) and on the Class B Stated
Maturity Date or the date on which the Invested Amount has been reduced to zero
only, Section 4.04(a)(ix), the Servicer shall cause the Indenture Trustee to
withdraw funds from the Reserve Fund (in the case of Section 4.04(a)(viii) and
(ix), only to the extent such amounts would otherwise be distributed to the
Certificateholders) to the extent available therein, and apply such funds to
complete the distributions pursuant to Section 4.04(a)(i), (ii), (iii), (v),
(viii) and (ix), as the case may be, provided, however, that during any Early
Amortization Period funds shall not be withdrawn from the Reserve Fund to make
distributions otherwise required by Section 4.04(a)(v) to the extent that, after
giving effect to such withdrawal, the amount on deposit in the Reserve Fund
shall be less than $1,000,000.
(b) If the amounts allocated to the Series 2000-1 Noteholders pursuant
to Section 4.04(a) and the amounts withdrawn from the Reserve Fund pursuant to
Section 4.06(a) are not sufficient to make the entire distributions required by
clauses (i), (ii), (iii) and (v) of Section 4.04(a) (such shortfall being the
"Deficiency Amount"), the Servicer shall cause the Indenture Trustee to apply
the amount of Additional Noteholder Collections for the related Collection
Period on deposit in the Collection Account on such Payment Date, but only up to
the Available Subordinated Amount, to make the distributions required by clauses
(i), (ii), (iii) and (v) of Section 4.04(a) that have not been made and, if such
Payment Date is the Class A Stated Maturity Date, the Class B Stated Maturity
Date or the date on which the Invested Amount has been reduced to zero, the
distributions required by Section 4.04(a)(viii) in the case of the Class A
Stated Maturity Date and Section 4.04(a)(ix) in the case of the Class B Stated
Maturity Date or both Sections 4.04(a)(viii) and (ix) in the case of the date on
which the Invested Amount has been reduced to zero that have not been made. The
Available Subordinated Amount will be reduced by the amount of Additional
Noteholder Collections applied in accordance with the preceding sentence. If the
amount necessary to complete the distributions referred to in this paragraph (b)
exceeds Additional Noteholder Collections for such Payment Date, the Available
Subordinated Amount shall be further reduced (but not below zero) by the amount
of such excess, but not by more than the sum of (x) the Noteholder Defaulted
Amount and (y) the Monthly Dilution Amount.
(c) If, after giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund made pursuant to Section 4.04(a) and this
Section 4.06, (i) the amount in the Reserve Fund is greater than the Reserve
Fund Required Amount for such Payment Date, the Servicer shall cause the
Indenture Trustee to distribute such excess amount to the Certificateholders,
subject to the proviso contained in paragraph (d) or (ii) the amount in the
Reserve Fund is less than such Reserve Fund Required Amount, the Indenture
Trustee shall deposit any remaining Additional Noteholder Non-Principal
Collections on deposit in the Collection Account for such Payment Date into the
Reserve Fund until the amount in the
21
Reserve Fund is equal to such Reserve Fund Required Amount. After the earlier to
occur of the payment in full of the outstanding principal balance of the Series
2000-1 Notes and the Class B Stated Maturity Date, any funds remaining on
deposit in the Reserve Fund shall be paid to the Certificateholders.
(d) The balance of Additional Noteholder Collections on any Payment
Date, after giving effect to any distributions thereof pursuant to Section
4.06(b) or (c), shall be distributed to the Certificateholders on such Payment
Date; provided, however, that if the Required Pool Balance for the immediately
preceding Determination Date exceeds the Pool Balance on such date (determined
after giving effect to any Principal Receivables transferred to the Trust on
such Payment Date), Section 4.06(c)(i) hereof shall not apply and the amount of
such excess shall be deposited into the Excess Funding Account, with any
remaining Additional Noteholder Collections or amounts in the Reserve Fund, to
the extent available, paid to the Certificateholders.
SECTION 4.07. Noteholder Charge-Offs. If, on any Payment Date on which
the Available Subordinated Amount on the preceding Determination Date (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on such Payment Date) is zero and the Deficiency Amount for such Payment
Date is greater than zero, the Invested Amount of the Series 2000-1 Notes shall
be reduced (a "Noteholder Charge-Off") by the Deficiency Amount, but not by more
than the sum of the Noteholder Defaulted Amount and the Monthly Dilution Amount
to the extent not covered by applications made pursuant to Sections 4.04 and
4.06 for such Payment Date. Any such reduction shall be applied first to reduce
the Class B Invested Amount (a "Class B Noteholder Charge-Off") but not below
zero, and then to reduce the Class A Invested Amount (a "Class A Noteholder
Charge-Off") but not below zero. Noteholder Charge-Offs of either class shall
thereafter be reversed and the Invested Amount increased (but not by an amount
in excess of the aggregate unreversed Noteholder Charge-Offs on any Payment Date
for that class) by the Noteholder's Charge-off Reversal Amount. Any such
increase shall be applied first to the Class A Invested Amount until all
previously unreversed Class A Noteholder Charge-Offs have been reversed and then
to the Class B Invested Amount until all previously unreversed Class B
Noteholder Charge- Offs have been reversed.
SECTION 4.08. Excess Principal Collections. The Servicer will allocate
Series 2000-1 Excess Principal Collections and treat as Available Noteholder
Principal Collections an amount equal to the Series 2000-1 Principal Shortfall,
to the extent available. In the event there is no Series 2000-1 Principal
Shortfall, Excess Principal Collections will be allocated and distributed in
accordance with Section 4.4 of the Trust Sale and Servicing Agreement.
SECTION 4.09. Accumulation Period Length; Accumulation Period
Commencement Date. Beginning on the November 2002 Payment Date, and on each
Payment Date thereafter that occurs prior to the Accumulation Period
Commencement Date, the Servicer shall calculate the Accumulation Period Length
and, if applicable, determine the Accumulation Period Commencement Date. The
Servicer shall promptly notify the Indenture Trustee in writing of the
Accumulation Period Commencement Date and the Accumulation Period Length.
22
SECTION 4.10. Excess Funding Account. On the Business Day immediately
following the last day of the Revolving Period, an amount equal to the Series
2000-1 Excess Funding Amount as of the last day of the Revolving Period will be
withdrawn from the Excess Funding Account and deposited in the Principal Funding
Account on such date and distributed in accordance with Section 4.05(b). The
amount of that deposit shall be deemed to have been first deposited for the
benefit of the Class A Noteholders up to the Class A Invested Amount and then
for the benefit of the Class B Noteholders. Thereafter, the Series 2000-1
Noteholders will not be entitled to any funds on deposit in the Excess Funding
Account.
ARTICLE V
DISTRIBUTIONS AND REPORTS
TO SERIES 2000-1 NOTEHOLDERS
SECTION 5.01. Distributions.
(a) On each Payment Date, the Indenture Trustee shall distribute to
each Series 2000-1 Noteholder of record on the preceding Record Date (other than
as provided in Section 2.7(c) of the Indenture respecting a final distribution)
such Noteholder's pro rata share (based on the aggregate fractional undivided
interests represented by such class of Series 2000-1 Notes held by such
Noteholder) of the amounts on deposit in the Series 2000-1 Accounts as is
payable to such class of Series 2000-1 Noteholders on such Payment Date pursuant
to Section 4.04 and 4.05.
(b) Except as provided in Section 2.7(c) of the Indenture with respect
to a final distribution, distributions to Series 2000-1 Noteholders hereunder
shall be made by check mailed to each Series 2000-1 Noteholder at such
Noteholder's address appearing in the Note Register without presentation or
surrender of any Series 2000-1 Note or the making of any notation thereon;
provided, however, that, with respect to Series 2000-1 Notes registered in the
name of a Depository, such distributions shall be made to such Depository in
immediately available funds.
SECTION 5.02. Reports and Statements to Series 2000-1
Noteholders.
(a) On or prior to each Payment Date (including each date that
corresponds to the Expected Principal Payment Date or Special Payment Date),
commencing with the initial Payment Date, the Servicer will provide to the
Indenture Trustee, and on each Payment Date, the Indenture Trustee shall forward
to each Series 2000-1 Noteholder (provided the Indenture Trustee has received
such report from the Servicer), a statement prepared by the Servicer,
substantially in the form attached as Exhibit C hereto, setting forth the
following information relating to the Trust and the Series 2000-1 Notes:
(i) the aggregate amount of Collections, the aggregate amount of
Non-Principal Collections and the aggregate amount of Principal
Collections processed
23
during the immediately preceding Collection Period and the Pool
Balance, the Required Pool Balance and the Excess Funding Account
Balance as of the close of business on the last day of the preceding
Collection Period;
(ii) the Series Allocation Percentage, the Floating
Allocation Percentage and the Principal Allocation Percentage for the
preceding Collection Period;
(iii) the total amount, if any, distributed on the Class A
Notes and the Class B Notes;
(iv) the amount of such distribution allocable to
principal on each class of Series 2000-1 Notes;
(v) the amount of such distribution allocable to interest
on each class of Series 2000-1 Notes;
(vi) the Noteholder Defaulted Amount for such Payment
Date;
(vii) the Required Draw Amount, if any, for such Collection
Period;
(viii) the amount of Noteholder Charge-Offs and the amounts
of the reversals thereof for such Collection Period;
(ix) the amount of the Monthly Servicing Fee and the
Noteholder Monthly Servicing Fee for such Collection Period;
(x) the Class A Controlled Deposit Amount and Class B
Controlled Deposit Amount, if any, as of the first day of the
Collection Period related to such Payment Date;
(xi) the Invested Amount as of the last day of such Collection
Period and the outstanding principal balance of each Class of Series
2000-1 Notes for such Payment Date (after giving effect to all
distributions which will occur on such Payment Date);
(xii) the Available Subordinated Amount as of the last day
of the Collection Period;
(xiii) the Reserve Fund balance for such date; and
(xiv) the balance of the Principal Funding Account with
respect to such date.
(b) A copy of each statement provided pursuant to paragraph (a) will be
made available for inspection at the Corporate Trust Office of the Indenture
Trustees.
24
(c) On or before April 30 of each calendar year, beginning with
calendar year 2001, the Indenture Trustee shall furnish or cause to be furnished
to each Person who at any time during the preceding calendar year was a Series
2000-1 Noteholder (or Note Owner), a report prepared by the Servicer containing
the information which is required to be contained in the statement to Series
2000-1 Noteholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person (or any
related Note Owner) was a Series 2000-1 Noteholder (or Note Owner). The Servicer
shall prepare and the Indenture Trustee shall furnish to each person who was a
Series 2000-1 Noteholder (or Note Owner) during the preceding calendar year in
the time and manner required by the Code such information as is required to be
provided by an issuer of indebtedness under the Code, including Forms 1099 and
such other customary information as is necessary to enable the Series 2000-1
Noteholders (or Note Owners) to prepare their tax returns. Such obligation of
the Indenture Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Indenture Trustee
pursuant to any requirements of the Code as from time to time in effect.
ARTICLE VI
EARLY AMORTIZATION EVENTS
SECTION 6.01. Additional Early Amortization Events.
(a) Except as provided in Section 6.01(b), the occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Indenture Trustee or the Series 2000-1
Noteholders, be deemed to be an Early Amortization Event solely with respect to
Series 2000-1:
(i) on any Determination Date, the average of the Monthly
Payment Rates for the three preceding Collection Periods is less than
30%;
(ii) on any Determination Date, the Available Subordinated
Amount for the next Payment Date will be reduced to an amount less than
the Required Subordinated Amount on such Determination Date, after
giving effect to the distributions to be made on the next Payment Date;
(iii) any Servicing Default with respect to the Series
2000-1 Notes occurs;
(iv) any Carry-Over Amount is outstanding on six
consecutive Payment Dates;
(v) failure on the part of the Transferor, the Servicer or
World Omni, as applicable, (a) to make any payment or deposit required
by the Trust Sale and Servicing Agreement or the Receivables Purchase
Agreement, including but not limited to any Transfer Deposit Amount or
Adjustment Payment, on or before the date occurring ten Business Days
after the date such payment or deposit is required
25
to be made therein; or (b) to deliver a Payment Date Statement on the
date required under the Trust Sale and Servicing Agreement (or within
the applicable grace period which will not exceed five business days);
(c) to comply with its covenant not to create any lien on a Receivable;
or (d) to observe or perform in any material respect any other
covenants or agreements set forth in the Trust Sale and Servicing
Agreement or the Receivables Purchase Agreement, which failure
continues unremedied for a period of 45 days after written notice of
such failure; and
(vi) any representation or warranty made by World Omni in the
Receivables Purchase Agreement or by the Transferor in the Trust Sale
and Servicing Agreement or any information required to be given by the
Transferor to the Indenture Trustee to identify the Accounts proves to
have been incorrect in any material respect when made and continues to
be incorrect in any material respect for a period of 60 days after
written notice and as a result the interests of the Noteholders are
materially and adversely affected; provided, however, that an Early
Amortization Event shall not be deemed to occur thereunder if the
Transferor has repurchased the related Receivables or all such
Receivables, if applicable, during such period in accordance with the
provisions of the Trust Sale and Servicing Agreement;
(vii) the occurrence of an Event of Default with respect to
the Series 2000- 1 Notes and the declaration that the Series 2000-1
Notes are due and payable pursuant to Section 5.2 of the Indenture;
(viii) on the first day of the Accumulation Period, the amount
on deposit in the Reserve Fund does not equal or exceed the Reserve
Fund Required Amount; and
(ix) on the Expected Principal Payment Date, the Series
2000-1 Notes are not paid in full.
(b) In the case of any event described in Section 6.01(a)(iii), (v) or
(vi) above, an Early Amortization Event with respect to Series 2000-1 will be
deemed to have occurred only if, after the applicable grace period described in
such clauses, either (i) the Indenture Trustee or (ii) Series 2000-1 Noteholders
holding Series 2000-1 Notes evidencing more than 50% of the aggregate unpaid
principal amount of the Controlling Class of the Series 2000-1 Notes, by written
notice to the Certificateholders and the Servicer (and the Indenture Trustee, if
such notice is given by Series 2000-1 Noteholders) declare that an Early
Amortization Event has occurred as of the date of such notice.
SECTION 6.02 Recommencement of the Revolving Period. If any Early
Amortization Event (other than an Early Amortization Event described in Section
5.17 of the Indenture) occurs, the Revolving Period will recommence following
receipt of (i) satisfaction of the Rating Agency Condition and (ii) receipt of
the consent of Noteholders evidencing more than 50% of the aggregate unpaid
principal amount of the Controlling Class of Series 2000-1 Notes to such
recommencement, provided that no other Early Amortization Event that has not
been cured or waived as described herein has occurred and the scheduled
termination of the Revolving Period has not occurred.
26
ARTICLE VII
OPTIONAL REDEMPTION
SECTION 7.01. Optional Redemption.
(a) On any Payment Date occurring after the date on which the aggregate
outstanding principal balance of the Series 2000-1 Notes is reduced to
$70,000,000 or less (which amount shall equal 10% of the initial outstanding
principal balance of the Series 2000-1 Notes), the Servicer shall have the
option to redeem the Series 2000-1 Notes in whole but not in part at a purchase
price equal to the Redemption Price for such Payment Date.
(b) The Servicer shall give the Indenture Trustee at least 10 days'
prior written notice of the Payment Date on which the Servicer intends to
exercise such purchase option. Not later than 12:00 noon (New York City time) on
such Payment Date, the Servicer shall deposit an amount equal to the sum of (i)
the Series 2000-1 Excess Funding Amount (in a maximum amount not exceeding the
Redemption Price) and (ii) the excess, if any, of the Redemption Price over the
amount calculated in clause (i) into the Collection Account in immediately
available funds. Such purchase option is subject to payment in full of the
Redemption Price. Such amount deposited in the Collection Account shall be
distributed as set forth in Section 8.01.
ARTICLE VIII
FINAL DISTRIBUTIONS
SECTION 8.01. Acquisition of Notes Pursuant to Section 10.1 of the
Indenture; Distributions pursuant to Section 7.01 of this Series Supplement or
Section 8.04 of the Indenture.
(a) The amount to be paid by the Issuer to the Principal Funding
Account with respect to Series 2000-1 Notes in connection with a purchase of the
Notes pursuant to Section 10.1 of the Indenture shall equal the Redemption Price
for the Payment Date on which such repurchase occurs.
(b) With respect to the amount deposited into the Collection Account
pursuant to Section 7.01 of this Series Supplement, the Indenture Trustee shall,
not later than 12:00 noon (New York City time), on the Payment Date on which
such amounts are deposited (or, if such date is not a Payment Date, on the
immediately following Payment Date) deposit such amount into the Principal
Funding Account.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Indenture, the entire amount deposited in the Principal Funding Account
pursuant to Section 7.01 or 8.01 hereof and all other amounts on deposit therein
shall be distributed in full to the
27
Series 2000-1 Noteholders on such date and any distribution made pursuant to
paragraph (b) above shall be deemed to be a final distribution pursuant to
Section 8.4 of the Indenture with respect to the Series 2000-1 Notes; provided,
however, that amounts shall be paid first, to the Class A Noteholders to the
extent due and owing and second, to the Class B Noteholders.
SECTION 8.02. Disposition of Principal Receivables
Pursuant to Section 5.4 of the Indenture.
(a) In accordance with Section 5.4 of the Indenture, in the event that
the aggregate outstanding principal amount of the Class A Notes is greater than
zero on the Class A Stated Maturity Date (after giving effect to deposits and
distributions otherwise to be made on such Class A Stated Maturity Date), upon
receipt of an Opinion of Counsel to the effect that its action will not result
in the Trust being characterized as an association (or a publicly traded
partnership) taxable as a corporation, the Indenture Trustee will sell or cause
to be sold Principal Receivables (or interests therein) in an amount such that
the proceeds of such sale equal the aggregate outstanding principal balance of,
and accrued and unpaid interest on, the Class A Notes on such Class A Stated
Maturity Date (after giving effect to such deposits and distributions);
provided, however, in no event shall such amount of Receivables sold exceed the
lesser of (a) the sum of the Invested Amount and the Available Subordinated
Amount on the preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the Payment
Date following such Determination Date) and (b) the Series Allocation Percentage
for Series 2000-1 (for the Collection Period in which such Class A Stated
Maturity Date occurs) of Principal Receivables on such Class A Stated Maturity
Date. The amount of Principal Receivables sold shall first reduce the Class A
Invested Amount, but not to below zero, then any remaining amounts shall reduce
the Available Subordinated Amount, but not to below zero, and then any amounts
still remaining shall reduce the Class B Invested Amount. The net proceeds of
such sale and any Collections on the Principal Receivables will be paid pro rata
to the Class A Noteholders on the Class A Stated Maturity Date as the final
payment of the Class A Notes, and the Class A Noteholders shall not receive any
additional payments with respect to the Class A Notes.
(b) In accordance with Section 5.4 of the Indenture, in the event that
the aggregate outstanding principal balance of the Class B Notes is greater than
zero on the Class B Stated Maturity Date (after giving effect to deposits and
distributions otherwise to be made on such Class B Stated Maturity Date), upon
receipt of an Opinion of Counsel to the effect that its action will not result
in the Trust being characterized as an association (or publicly traded
partnership) taxable as a corporation, the Indenture Trustee will sell or cause
to be sold Principal Receivables (or interests therein) in an amount such that
the net proceeds of such sale equal the aggregate outstanding principal balance
of, and accrued and unpaid interest on, the Class B Notes on such Class B Stated
Maturity Date (after giving effect to such deposits and distributions);
provided, however, in no event shall such amount of Receivables sold (including
those sold pursuant to Section 8.02(a)) exceed the lesser of (a) the sum of the
Invested Amount and the Available Subordinated Amount on the preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Payment Date following such
Determination Date) and (b) the Series Allocation Percentage for Series 2000-1
(for the Collection Period in which such Class B Stated
28
Maturity Date occurs) of Principal Receivables on such Class B Stated Maturity
Date. The amount of Receivables sold shall first reduce the Class B Invested
Amount, but not to below zero, then any remaining amounts shall reduce the
Available Subordinated Amount. The net proceeds of such sale and any Collections
on the Principal Receivables will be paid pro rata to the Class B Noteholders on
the Class B Stated Maturity Date as the final payment of the Class B Notes, and
the Class B Noteholders shall not receive any additional payments with respect
to the Class B Notes.
(c) In accordance with Section 5.4 of the Indenture, in the event that
an Event of Default relating to the failure to make any required payment of
interest or principal on the Series 2000-1 Notes has occurred and the Series
2000-1 Notes have been declared due and payable, on the direction of the holders
of a majority of the aggregate outstanding principal amount of the Controlling
Class of the Series 2000-1 Notes, upon receipt of an Opinion of Counsel to the
effect that its action will not result in the Trust being characterized as an
association (or publicly traded partnership) taxable as a corporation, the
Indenture Trustee will sell or cause to be sold an interest in the Receivable or
certain Receivables in an amount such that the net proceeds of such sale equal
the aggregate outstanding principal balance of, and accrued and unpaid interest
on, the Series 2000-1 Notes then outstanding on such date; provided, however, in
no event shall such amount of Receivables sold exceed the lesser of (a) the sum
of the Invested Amount and the Available Subordinated Amount on the preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made prior to such date); and (b) the Series
Allocation Percentage for Series 2000-1 of Principal Receivables on such date.
The net proceeds of such sale will be paid pro rata to the Class A Noteholders
in an amount up to the aggregate outstanding principal balance of and accrued
and unpaid interest on the Class A Notes, and then, to the extent of funds
remaining, to the Class B Noteholders, and the Series 2000-1 Noteholders shall
not receive any additional payments with respect to the Series 2000-1 Notes.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.02. Counterparts. This Series Supplement 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.
SECTION 9.03. Change in Indenture Trustee. Neither the Servicer nor the
Certificateholders shall appoint a new Indenture Trustee located in any
jurisdiction which does not have in effect the standard UCC provisions relating
to perfection of interests in instruments without delivering an Opinion of
Counsel to Moody's to the effect that such new
29
Indenture Trustee will have a perfected and first priority interest in any
instruments evidencing the Receivables.
SECTION 9.04. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
OR ANY OTHER JURISDICTION'S CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
30
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Series Supplement to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.
WORLD OMNI MASTER OWNER TRUST
By: Chase Manhattan Bank Delaware, not
in its individual capacity but solely as
Owner Trustee
By:
---------------------------------------------
Name:
Title:
HARRIS TRUST AND SAVINGS BANK
As Indenture Trustee
By:
---------------------------------------------
Name: Megan F. Carmody
Title: Assistant Vice President
Acknowledged and Accepted:
WORLD OMNI FINANCIAL CORP.,
Servicer
By:
---------------------------------------------
Name: Eric M. Gebhard
Title: Assistant Secretary
31
EXHIBIT A
[FORM OF CLASS A NOTE]
REGISTERED $__________
No. R-_
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. _____________
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
WORLD OMNI MASTER OWNER TRUST
SERIES 2000-1 FLOATING RATE AUTOMOBILE DEALER FLOORPLAN
ASSET BACKED NOTES, CLASS A
Evidencing an indebtedness of the Trust, the corpus of which
consists of wholesale dealer floor plan receivables (collectively the
"Receivables") generated from time to time in the ordinary course of business in
a portfolio of revolving financing agreements (collectively the "Accounts") of
World Omni Financial Corp., a Florida corporation (the "Servicer"). This Note
(the "Note") does not represent any interest in, or recourse obligation of,
WODFI LLC, a Delaware limited liability company and wholly-owned subsidiary of
the Servicer ("WODFI LLC"), the Servicer or any affiliate thereof.
This Series 2000-1 Floating Rate Automobile Dealer Floorplan
Asset Backed Note, Class A (this "Class A Note" or this "Note") evidences the
indebtedness of WORLD OMNI MASTER OWNER TRUST (the "Issuer") to Cede & Co., or
registered assigns (the
32
"Class A Noteholder"). This Note was created pursuant to an Amended and Restated
Indenture (the "Indenture"; such term to include any amendment or Supplement
thereto) dated as of April 6, 2000, between the Trust and Harris Trust and
Savings Bank, the Indenture Trustee (the "Indenture Trustee"), and the Series
2000-1 Supplement (the "Series 2000-1 Supplement") thereto dated as of April 6,
2000, among the Trust, the Indenture Trustee and the Servicer.
This Note is issued under, and is subject to, the terms and
conditions of the Indenture to which, as amended and supplemented from time to
time, this Class A Noteholder by virtue of acceptance hereof is bound.
The Trust has entered into the Indenture and the Notes have
been (or will be) issued with the intention that the Notes will qualify under
applicable tax law as indebtedness. Each Class A Noteholder, by the acceptance
of its Note, agrees to treat the Notes as indebtedness for all Federal income
taxes, state and local income, single business and franchise taxes and any other
taxes imposed on or measured by income.
The Issuer, for value received, hereby promises to pay to the
Class A Noteholders, the principal sum of ______________ DOLLARS ($_______)
pursuant to and in accordance with the terms of the Indenture but no sooner than
the earlier to occur of (i) the Expected Payment Date and (ii) an Event of
Default and declaration by a majority of the principal amount of the outstanding
Class A Notes that the principal amount of the Class A Notes is immediately due
and payable; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on March 15, 2005 (the "Class A Stated Maturity
Date"). The Issuer will pay interest on this Note at the rate per annum equal to
LIBOR plus 0.135% on each Payment Date on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date) until the principal of this
Note is paid in full. Interest on this Note will accrue for each Payment Date
from and including the most recent Payment Date on which interest has been paid
to but excluding the then current Payment Date or, with respect to the first
Payment Date, from and including the date hereof to but excluding the first
Payment Date. Interest on this Note will be calculated on the basis of the
actual number of days elapsed since the Closing Date or the preceding Payment
Date divided by 360. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.
33
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
Dated: April 6, 2000 WORLD OMNI MASTER OWNER TRUST by
Chase Manhattan Bank Delaware, not in its individual
capacity, but solely as Owner Trustee
By:
-----------------------------------
Name:
Title:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in
the within- mentioned Indenture and Series Supplement.
Dated: April 6, 2000 HARRIS TRUST AND SAVINGS
BANK, not in its individual capacity
but solely as Indenture Trustee
By:
----------------------------------
Authorized Officer
34
REVERSE OF NOTE
This Note is one of a duly authorized issue of the Issuer
designated as its Series 2000-1, Floating Rate Automobile Dealer Floorplan Asset
Backed Notes, Class A (herein called the "Class A Notes"), all issued under an
Amended and Restated Indenture, dated as of April 6, 2000, (such Indenture, as
supplemented by a Series Supplement or amended, is herein called the
"Indenture"), among the Issuer and Harris Trust and Savings Bank, an Illinois
banking corporation, as indenture trustee (the "Indenture Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Class A Noteholders. The Notes are governed by and subject to
all terms of the Indenture (which terms are incorporated herein and made a part
hereof), to which Indenture the holder of this Note by virtue of acceptance
hereof assents and by which such holder is bound. All capitalized terms used and
not otherwise defined in this Note that are defined in the Inden ture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.
Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Indenture Trustee or the Issuer in their individual capacities,
(ii) any owner of a beneficial interest in the Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Issuer in their individual capacities, any holder of a beneficial
interest in the Trust, the Issuer or the Indenture Trustee or of any successor
or assign of the Indenture Trustee or the Issuer in their individual capacities,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Issuer have no such obligations in their
individual capacities) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
instalment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture such Noteholder will not, prior
to the date which is one year and one day after the termination of such
Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or
cause the Seller or the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against WODFI LLC,
the Trust, the Owner Trust Estate or the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of WODFI
LLC or the Issuer or any substantial part of
35
its property, or ordering the winding up or liquidation of the affairs of WODFI
LLC, the Trust or the Issuer.
Each Noteholder, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, unless otherwise required by
appropriate taxing authorities, agrees to treat the Notes as indebtedness
secured by the Receivables for the purpose of federal income taxes, state and
local income and franchise taxes, and any other taxes imposed upon, measured by
or based upon gross or net income.
Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Class A Noteholders under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the principal amount of the outstanding Class A
Notes. The Indenture also contains provisions permitting the Holders of Notes
representing a majority of the principal amount of the outstanding Class A
Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one or more Predecessor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of the Class
A Noteholders.
The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.
The term "Payment Date" mean the fifteenth day of each
calendar month, or, if such fifteenth day is not a Business Day, the next
succeeding Business Day.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
36
The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Note and the Indenture shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obliga tions, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency herein
prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither the Seller, the Servicer, the
Indenture Trustee nor the Issuer in their respective individual capacities, any
owner of a beneficial interest in the Trust, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Issuer and the
Individual Trustee. The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the Owner Trust Estate for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.
37
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
- ---------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
------------------------------------------------
- --------------------------------------------------------------------------------
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________, as attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.
Dated: 1
------------------ ----------------------------------
Signature Guaranteed:
- ------------------------- ----------------------------------
- -----------
1 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
38
EXHIBIT B
[FORM OF CLASS B NOTE]
REGISTERED $__________
No. R-_
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. ______________
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Issuer or its agent for registration of transfer,
exchange or payment, and any Note issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
WORLD OMNI MASTER OWNER TRUST
SERIES 2000-1 FLOATING RATE AUTOMOBILE DEALER FLOORPLAN
ASSET BACKED NOTES, CLASS B
Evidencing an indebtedness of the Trust, the corpus of which
consists of wholesale dealer floor plan receivables (collectively the
"Receivables") generated from time to time in the ordinary course of business in
a portfolio of revolving financing agreements (collectively the "Accounts") of
World Omni Financial Corp., a Florida corporation (the "Servicer"). This Note
(the "Note") does not represent any interest in, or recourse obligation of,
WODFI LLC, a Delaware limited liability company and wholly-owned subsidiary of
the Servicer ("WODFI LLC"), the Servicer or any affiliate thereof.
This Series 2000-1 Floating Rate Automobile Dealer Floorplan
Asset Backed Note, Class B (this "Class B Note" or this "Note") evidences the
indebtedness of WORLD OMNI MASTER OWNER TRUST (the "Issuer") to Cede & Co., or
registered assigns (the "Class B Noteholder"). This Note was created pursuant to
an Amended and Restated Indenture (the "Indenture"; such term to include any
amendment or Supplement thereto)
39
dated as of April 6, 2000, between the Trust and Harris Trust and Savings Bank,
the Indenture Trustee (the "Indenture Trustee"), and the Series 2000-1
Supplement (the "Series 2000-1 Supplement") thereto dated as of April 6, 2000,
among the Trust, the Indenture Trustee and the Servicer.
This Note is issued under, and is subject to, the terms and
conditions of the Indenture to which, as amended and supplemented from time to
time, this Class B Noteholder by virtue of acceptance hereof is bound.
The Class B Noteholder acknowledges and agrees that its right
to receive payments in respect of this Class B Note are subordinated to the
rights of the Class A Noteholders as and to the extent described in the
Indenture.
The Trust has entered into the Indenture and the Notes have
been (or will be) issued with the intention that the Notes will qualify under
applicable tax law as indebtedness. Each Class B Noteholder, by the acceptance
of its Note, agrees to treat the Notes as indebtedness for all Federal income
taxes, state and local income, single business and franchise taxes and any other
taxes imposed on or measured by income.
The Issuer, for value received, hereby promises to pay to the
Class B Noteholders, the principal sum of ____________ DOLLARS ($________)
pursuant to and in accordance with the terms of the Indenture but no sooner than
the earlier to occur of (i) the Expected Payment Date and (ii) an Event of
Default and declaration by a majority of the principal amount of the outstanding
Class B Notes that the principal amount of the Class B Notes is immediately due
and payable; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on March 15, 2005 (the "Class B Stated Maturity
Date"). The Issuer will pay interest on this Note at the rate per annum equal to
LIBOR plus 0.45% on each Payment Date on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date) until the principal of this
Note is paid in full. Interest on this Note will accrue for each Payment Date
from and including the most recent Payment Date on which interest has been paid
to but excluding the then current Payment Date or, with respect to the first
Payment Date, from and including the date hereof to but excluding the first
Payment Date. Interest on this Note will be calculated on the basis of the
actual number of days elapsed since the Closing Date or the preceding Payment
Date divided by 360. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Note.
40
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.
41
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
Dated: April 6, 2000 WORLD OMNI MASTER OWNER TRUST by
Chase Manhattan Bank Delaware, not in its individual
capacity, but solely as Owner Trustee
By:
--------------------------------
Name:
Title:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in
the within- mentioned Indenture and Series Supplement.
Dated: April 6, 2000 HARRIS TRUST AND SAVINGS
BANK, not in its individual capacity
but solely as Indenture Trustee
By:
--------------------------------
Authorized Officer
42
REVERSE OF NOTE
This Note is one of a duly authorized issue of the Issuer
designated as its Series 2000-1, Floating Rate Automobile Dealer Floorplan Asset
Backed Notes, Class B (herein called the "Class B Notes"), all issued under an
Amended and Restated Indenture, dated as of April 6, 2000, (such Indenture, as
supplemented by a Series Supplement or amended, is herein called the
"Indenture"), among the Issuer and Harris Trust and Savings Bank, an Illinois
banking corporation, as indenture trustee (the "Indenture Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Class B Noteholders. The Notes are governed by and subject to
all terms of the Indenture (which terms are incorporated herein and made a part
hereof), to which Indenture the holder of this Note by virtue of acceptance
hereof assents and by which such holder is bound. All capitalized terms used and
not otherwise defined in this Note that are defined in the Inden ture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.
Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Indenture Trustee or the Issuer in their individual capacities,
(ii) any owner of a beneficial interest in the Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Issuer in their individual capacities, any holder of a beneficial
interest in the Trust, the Issuer or the Indenture Trustee or of any successor
or assign of the Indenture Trustee or the Issuer in their individual capacities,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Issuer have no such obligations in their
individual capacities) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
instalment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that by accepting the benefits of the Indenture such Noteholder will not, prior
to the date which is one year and one day after the termination of such
Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or
cause the Seller or the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against WODFI LLC,
the Trust, the Owner Trust Estate or the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of WODFI
LLC or the Issuer or any substantial part of
43
its property, or ordering the winding up or liquidation of the affairs of WODFI
LLC, the Trust or the Issuer.
Each Noteholder, by acceptance of a Note or, in the case of a
Note Owner, a beneficial interest in a Note, unless otherwise required by
appropriate taxing authorities, agrees to treat the Notes as indebtedness
secured by the Receivables for the purpose of federal income taxes, state and
local income and franchise taxes, and any other taxes imposed upon, measured by
or based upon gross or net income.
Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Class B Noteholders under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the principal amount of the outstanding Class B
Notes. The Indenture also contains provisions permitting the Holders of Notes
representing a majority of the principal amount of the outstanding Class B
Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one or more Predecessor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of the Class
B Noteholders.
The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.
The term "Payment Date" mean the fifteenth day of each
calendar month, or, if such fifteenth day is not a Business Day, the next
succeeding Business Day.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.
44
The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Note and the Indenture shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obliga tions, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency herein
prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither the Seller, the Servicer, the
Indenture Trustee nor the Issuer in their respective individual capacities, any
owner of a beneficial interest in the Trust, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Issuer and the
Individual Trustee. The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the Owner Trust Estate for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.
45
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
- ---------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------
- -----------------------------------------------------------------
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________, as attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.
Dated: 2
------------------------ ----------------------------------
Signature Guaranteed:
- ------------------------------ ----------------------------------
- ----------
2 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
46
EXHIBIT C
[FORM OF MONTHLY PAYMENT DATE STATEMENT]
47
SCHEDULE 1
SERIES 2000-1 ACCOUNTS
Series 2000-1 Reserve Account
Harris Trust and Savings Bank
ABA 071 000 288
Account Number 109-211-3
Attn: Megan Carmody 312-461-6030
Further Credit World Omni 2000-1 Reserve Account
Acct: 01-11-080-1160761
Series 2000-1 Principal Funding Account
Harris Trust and Savings Bank
ABA 071 000 288
Account Number 109-211-3
Attn: Megan Carmody 312-461-6030
Further Credit World Omni 2000-1 Principal Funding Account
Acct: 01-11-080-1160753
48