Exhibit 4.4
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SERIES 2003-VFN-A SUPPLEMENT
Dated as of January 15, 2003
to
AMENDED AND RESTATED INDENTURE
Dated as of April 6, 2000
WORLD OMNI MASTER OWNER TRUST
as Issuer
and
BNY MIDWEST TRUST COMPANY,
as Indenture Trustee
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WORLD OMNI MASTER OWNER TRUST
SERIES 2003-VFN-A NOTES
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TABLE OF CONTENTS
Section Page
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ARTICLE I. CREATION OF THE SERIES 2003-VFN-A NOTES; VARIABLE
FUNDING MECHANICS ................................................................... 1
SECTION 1.1. Designation ......................................................................... 1
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SECTION 1.2. Incremental Fundings ................................................................ 1
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SECTION 1.3. Optional Early Pay Out .............................................................. 1
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ARTICLE II. DEFINITIONS ................................................................................... 2
SECTION 2.1. Definitions ......................................................................... 2
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ARTICLE III. SERVICING FEE ................................................................................ 11
SECTION 3.1. Servicing Compensation .............................................................. 11
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ARTICLE IV. RIGHTS OF SERIES 2003-VFN-A HOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS ........................................... 12
SECTION 4.1. Daily Allocations; Payments to Certificateholders ................................... 12
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SECTION 4.2. Monthly Interest and Variable Funding Increased Cost Amounts ........................ 14
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SECTION 4.3. Establishment of Series 2003-VFN-A Accounts ........................................ 14
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SECTION 4.4. Deficiency Amount ................................................................... 15
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SECTION 4.5. Applications of Investor Non-Principal Collections, Investment Proceeds and
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Available Investor Principal Collections ............................................ 16
SECTION 4.6. Distributions to Series 2003-VFN-A Holders .......................................... 17
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SECTION 4.7. Application of Reserve Fund and Available Subordinated Amount ....................... 17
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SECTION 4.8. Investor Charge-Offs ................................................................ 19
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SECTION 4.9. Excess Funding Account .............................................................. 19
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SECTION 4.10. Excess Principal Collections ........................................................ 19
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ARTICLE V. DISTRIBUTIONS AND REPORTS TO SERIES 2003-VFN-A HOLDERS ......................................... 19
SECTION 5.1. Distributions ....................................................................... 19
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SECTION 5.2. Reports to Series 2003-VFN-A Holders ................................................ 19
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ARTICLE VI. EARLY AMORTIZATION EVENTS ..................................................................... 20
SECTION 6.1. Additional Early Amortization Events ................................................ 20
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ARTICLE VII. OPTIONAL REDEMPTION .......................................................................... 21
SECTION 7.1. Optional Redemption ................................................................. 21
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ARTICLE VIII. FINAL DISTRIBUTIONS ......................................................................... 22
SECTION 8.1. Acquisition of Notes pursuant to Section 10.1 of the Indenture;
------------ Distributions Pursuant to Section 7.1 of this Series Supplement or Section 8.4
of the Indenture .................................................................... 22
SECTION 8.2. Disposition of Principal Receivables Pursuant to Section 5.4 of the
------------ Indenture; Payment Allocations for Event of Default Collections ..................... 22
i
ARTICLE IX. MISCELLANEOUS PROVISIONS ...................................................................... 23
SECTION 9.1. No Registration of the Notes under the Securities Act of 1933 ....................... 23
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SECTION 9.2. Ratification of Agreement ........................................................... 23
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SECTION 9.3. Counterparts ........................................................................ 24
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SECTION 9.4. GOVERNING LAW ....................................................................... 24
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SECTION 9.5. Change in Indenture Trustee ......................................................... 24
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SECTION 9.6. Addition of Participations .......................................................... 24
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SECTION 9.7. Rights of the Indenture Trustee ..................................................... 24
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EXHIBITS
Exhibit A Form of Series 2003-VFN-A Note
Exhibit B Form of Monthly Payment Date Statement
Exhibit C Series 2003-VFN-A Accounts
Exhibit D Form of Reset Date Statement
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THIS SERIES 2003-VFN-A SUPPLEMENT (as amended, supplemented or otherwise
modified and in effect from time to time, this "Series Supplement"), is made
between World Omni Master Owner Trust (the "Issuer") and BNY Midwest Trust
Company, an Illinois corporation, as indenture trustee (the "Indenture
Trustee").
Pursuant to Section 2.1 of the Amended and Restated Indenture, dated as of
April 6, 2000 (as amended and supplemented or otherwise modified and in effect
from time to time, the "Indenture"), between the Issuer and the Indenture
Trustee, 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 a new Series of Notes and specify the Principal Terms thereof. Each
of the Servicer and the Administrator is acknowledging this Series Supplement to
agree to the terms hereof applicable to the Servicer and the Administrator.
ARTICLE I.
CREATION OF THE SERIES 2003-VFN-A NOTES; VARIABLE FUNDING
MECHANICS
SECTION 1.1. 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 2003-VFN-A Asset Backed Notes." The Series 2003-VFN-A Asset Backed
Notes are a Series of variable funding notes, meaning that their Funded Amount
may be increased from time to time during the Revolving Period as Incremental
Fundings are made under the Note Purchase Agreement and may be decreased from
time to time, as Available Investor Principal Collections or certain other funds
are distributed to the Series 2003-VFN-A Holders for that purpose. The Funded
Amount of the Series 2003-VFN-A Notes may not at any time exceed the Maximum
Funded Amount.
(b) If 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.
SECTION 1.2. Incremental Fundings. Incremental Fundings may occur on any
Funding Change Date in accordance with the Note Purchase Agreement. Upon any
Incremental Funding, the Funded Amount, the Series Allocation Percentage and the
Floating Allocation Percentage shall be reset to the extent provided herein or
in the Indenture.
SECTION 1.3. Optional Early Pay Out. (a) On any Funding Change Date falling
in the Revolving Period, Issuer may cause the Notes to be prepaid in full or in
part, on not less than three Business Days prior written notice by the Servicer
to the Indenture Trustee and the Agent, with funds on deposit in the Excess
Funding Account in accordance with Section 4.6(b)(ii).
(b) In addition, on any Business Day, Issuer may cause the Notes to be
prepaid in full or in part, on not less than three Business Days prior written
notice by the Servicer to the Indenture Trustee and the Series 2003-VFN-A Note
Holders, with the proceeds from issuance of
a new Series issued substantially contemporaneously with such prepayment or from
Collections on the Receivables.
(c) The Servicer shall not (i) give notice of any prepayment pursuant to
Section 1.3(a) unless the Issuer has funds sufficient to make such prepayment on
the day notice is given, (ii) give notice of any prepayment pursuant to Section
1.3(b) unless the Issuer has funds sufficient to make such prepayment on the day
notice is given and has obtained binding commitments which may be subject to
customary conditions from one or more persons to purchase the new series in such
amounts as will yield the net proceeds necessary to make the prepayment, and
(iii) give notice of or make any prepayment if after giving effect to such
prepayment the Pool Balance would be less than the Required Pool Balance.
ARTICLE II. DEFINITIONS
SECTION 2.1. Definitions. (a) Whenever used in this Series Supplement the
following words and phrases have the following meanings.
"Additional Early Amortization Event" is defined in Section 6.1.
"Additional Subordinated Amount" means, as to any Incremental Funding, an
amount equal to the increase in the Required Subordinated Amount resulting from
such Incremental Funding.
"Advance Date" means the Initial Funding Date and any Funding Change Date
on which an Incremental Funding occurs.
"Agent" is defined in the Note Purchase Agreement.
"Amortization Period" means, unless an Early Amortization Event shall have
occurred prior thereto, the period commencing on the day immediately following
the last day of the Revolving Period, and ending upon the first to occur of (a)
the commencement of an Early Amortization Period, (b) the payment in full to
Series 2003-VFN-A Note Holders of the outstanding Funded Amount and (c) the
Final Maturity Date.
"Available Certificateholder Collections" means, with respect to any date,
the sum of (a) the Available Certificateholder Non-Principal Collections for
such date and (b) the Available Certificateholder Principal Collections for such
date.
"Available Certificateholder Non-Principal Collections" means, with respect
to any 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 date and (b) the Series Allocable
Non-Principal Collections for such date; provided, however, that the Available
Certificateholder Non-Principal Collections will be zero for any date on which
the Available Subordinated Amount is zero.
"Available Certificateholder Principal Collections" means, with respect to
any 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 date and (b) Series Allocable Principal
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Collections for such date; provided, however, that the Available
Certificateholder Principal Collections will be zero for any date on which the
Available Subordinated Amount is zero.
"Available Draw Funds" means, for any Payment Date, the net amount of funds
retained in the Collection Account pursuant to Section 4.1(a)(iii) during the
related Collection Period.
"Available Investor Principal Collections" means, with respect to any
Deposit Date falling in the Amortization Period or an Early Amortization Period,
the sum of (a) Investor Principal Collections for such Deposit Date, (b) Series
2003-VFN-A Excess Principal Collections allocated to cover any Series 2003-VFN-A
Principal Shortfall for such Deposit Date and (c) on the Final Maturity Date,
any funds in the Reserve Fund after giving effect to Section 4.7.
"Available Subordinated Amount" means (i) on the Series Issuance Date, the
Required Subordinated Amount and (ii) on any day of determination after the
Series Issuance Date, 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 (or, if there has been no Reset Date since the
Series Issuance Date, the Series Issuance Date) minus (A) the
Required Draw Amount with respect to any Payment Date occurring
after that Reset Date to the extent provided in Section 4.7,
plus (B) the amount of funds for any Payment Date occurring
after the most recent Reset Date treated as Available
Certificateholder Principal Collections pursuant to Section
4.5(a)(vii), 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
2003-VFN-A Excess Funding Amount since the most recent Reset
Date, minus (F) the Subordinated Percentage of the increase in
the Series 2003-VFN-A Excess Funding Amount since the most
recent Reset Date, plus (G) the Additional Subordinated Amounts
relating to any Incremental Fundings 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 increases does not exceed the lesser of (a) 1% of the Maximum
Funded Amount and (b) 1.1% of the Invested Amount on the date of the increase.
"Certificateholder Percentage" means 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 the Revolving Period, and
(b) the Principal Allocation Percentage, when used with respect to Principal
Collections during the Amortization Period or an Early Amortization Period.
"Closing Date" means January 15, 2003.
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"Collections" means both Principal Collections and Non-Principal
Collections.
"Commitment Expiry Date" is defined in the Note Purchase Agreement.
"Controlled Amortization Amount" means (i) for any Payment Date related to
a Collection Period in the Amortization Period, the quotient obtained by
dividing (A) the result of the Funded Amount on the last day of the Revolving
Period (after giving effect to any changes therein on such date) less the
portion of the Series 2003-VFN-A Excess Funding Amount deposited into the
Principal Funding Account by (B) two and (ii) for any other Payment Date, zero.
"Controlled Deposit Amount" means (i) for any Deposit Date in the first
Collection Period during the Amortization Period an amount equal to the excess,
if any, of the Controlled Amortization Amount for the related Payment Date over
the aggregate of the deposits made into the Principal Funding Account during the
related Collection Period in respect of the Controlled Deposit Amount and (ii)
for any Deposit Date in the second Collection Period during the Amortization
Period, the excess, if any of (1) the sum of (a) the Controlled Amortization
Amount for the related Payment Date and (b) the excess, if any, of (A) the
Controlled Amortization Amount for the Payment Date related to the first
Collection Period during the Amortization Period over (B) the aggregate of the
deposits made into the Principal Funding Account during the first Collection
Period of the Amortization Period in respect of the Controlled Deposit Amount
over (2) the aggregate amount of the deposits into the Principal Funding Account
during the second Collection Period during the Amortization Period in respect of
the Controlled Deposit Amount; provided, however, in no event shall the amount
deposited into the Principal Funding Account exceed the remaining Funded Amount;
and provided further that if Available Investor 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
Controlled Deposit Amount for that Deposit Date shall be increased by an amount
equal to the Available Investor Principal Collections that would have been so
deposited into the Excess Funding Account but not by more than the remaining
Funded Amount.
"Deficiency Amount" is defined in Section 4.4.
"Early Amortization Event" means any Early Amortization Event specified in
Section 5.17 of the Indenture, together with any Additional Early Amortization
Event specified in Section 6.1 of this Series Supplement.
"Early Amortization Period" means an Early Amortization Period with respect
to Series 2003-VFN-A .
"Excess Certificateholder Percentage" means, with respect to 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 the 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 (x) the Pool Balance as of the most
recent Reset Date
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and (y) the Series Allocation Percentage for the day in respect of which the
Excess Certificateholder Percentage is being calculated or (b) 100% minus, when
used with respect to Principal Collections during the Amortization 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 (x) the
Pool Balance as of the most recent Reset Date and (y) the Series Allocation
Percentage for the day in respect of which the Excess Certificateholder
Percentage is being calculated.
"Excess Principal Collections" means, as the context may require, either:
(a) Principal Collections designated to be treated as "Excess Principal
Collections" pursuant to Section 4.1(c), 4.1(d), 4.5(b) or 4.10, which shall be
made available to other Series as provided in Section 4.4 of the Trust Sale and
Servicing Agreement; or (b) Excess Principal Collections from other Series that
are made available to the Series 2003-VFN-A as provided in Section 4.4 of the
Trust Sale and Servicing Agreement.
"Excess Reserve Fund Required Amount" means, for any Payment Date with
respect to an Early Amortization Period, an amount equal to the greater of (a)
5% of the outstanding principal amount of the Notes at the close of business on
the last day of the Revolving Period 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 Allocation Percentage of the Pool
Balance on the most recent 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.
"Expected Final Payment Date" means the 3rd Payment Date falling after the
end of the Revolving Period.
"Final Maturity Date" means the 27/th/ Payment Date falling after the end
of the Revolving Period.
"Floating Allocation Percentage" means, 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 Allocation Percentage for the day in respect of
which the Floating Allocation Percentage is being calculated; provided, however,
that, prior to the first Reset Date, the Floating Allocation Percentage means
the percentage equivalent of a fraction, the numerator of which is the Initial
Invested Amount on the Closing Date and the denominator of which is the product
of (x) the Pool Balance on the Series Cut-Off Date and (y) the Series Allocation
Percentage with respect to the Series Cut-Off Date.
"Fully Funded Date" means, with respect to the Series 2003-VFN-A Notes, the
date on which the amount on deposit with the Indenture Trustee for the benefit
of the Series 2003-VFN-A Notes equals the outstanding principal balance of and
accrued interest on the Series 2003-VFN-A Notes and all other amounts due to the
Series 2003-VFN-A Note Holders and the Series 2003-VFN-A Holders have no further
obligations to make any additional Incremental Fundings.
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"Funded Amount" means, on any Business Day, an amount equal to (a) the
Initial Funded Amount plus the aggregate amount of all Incremental Funded
Amounts for all Incremental Fundings occurring on or prior to that Business Day,
minus (b) the sum of (i) the aggregate amount of principal payments received by
the Series 2003-VFN-A Holders prior to such date for principal reduction on such
VFNs and (ii) the aggregate amount, if any, of unreversed Series 2003-VFN-A
Investor Charge-Offs; provided that the Funded Amount will in no event be less
than zero or greater than the excess of the Maximum Funded Amount over the
aggregate amount, if any, of unreversed Investor Charge-Offs.
"Funding Change Date" means any Payment Date and any Wednesday that is a
Business Day (or, if a Wednesday is not a Business Day, then the following
Business Day shall be a "Funding Change Date"); provided that during any
calendar week in which a Payment Date falls there will be no other Funding
Change Date.
"Incremental Funded Amount" means the amount of the increase in the Funded
Amount occurring as a result of any Incremental Funding, which amount shall
equal the aggregate amount of the purchase prices paid with respect to such
Incremental Funding pursuant to the Note Purchase Agreement.
"Incremental Funding" means any increase in the Funded Amount made after
the Initial Funding Date pursuant to the Note Purchase Agreement.
"Incremental Subordinated Amount" means, for any day, the product of (i) 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 (a) the Pool Balance and (b) the sum of the amounts calculated as the
numerator above for all outstanding series, in each case, on the most recent
Reset Date and (ii) the Trust Incremental Subordinated Amount as of such day.
"Initial Funded Amount" means $200,000,000.
"Initial Funding Date" means January 15, 2003.
"Initial Invested Amount" means, on any date of determination (for purposes
of any reference in the Indenture to the "Initial Invested Amount" or the
"initial invested amount" of a Series), (a) during the Revolving Period, the
Funded Amount as of such date or (b) during an Amortization Period or an Early
Amortization Period, the Funded Amount as of the last day of the Revolving
Period.
"Interest Period" means, 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 first Payment Date, from and including the Initial Funding Date)
to but excluding such Payment Date.
"Invested Amount" means, on any date of determination following the Closing
Date, the Funded Amount reduced (but not below zero) by the sum of (i) any
amounts on deposit in the Principal Funding Account and (ii) the Series
2003-VFN-A Excess Funding Amount.
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"Investment Proceeds" means, for any Payment Date, an amount equal to the
amount of investment earnings credited to the Collection Account on the related
Determination Date with respect to (a) funds held in the Reserve Fund, (b) funds
held in the Principal Funding Account, (c) the Series Allocation Percentage of
funds held in the Collection Account and (d) funds held in the Excess Funding
Account with respect to the Series 2003-VFN-A Excess Funding Amount, if any, in
each case net of losses and investment expenses.
"Investor Charge-Off" is defined in Section 4.8.
"Investor Charge-Off Reversal Amount" is defined in Section 4.5(a)(vi).
"Investor Defaulted Amount" means, with respect to any Payment Date, an
amount equal to the excess, if any of:
(a) the product of (i) the Series Allocable Defaulted Amount for the
related Collection Period and (ii) the Weighted Average Floating Allocation
Percentage for the related Collection Period; over
(b) the Incremental Subordinated Amount for that Payment Date.
"Investor Non-Principal Collections" means, with respect to any Deposit
Date, an amount equal to the Series Allocable Non-Principal Collections
(including any Series Allocable Miscellaneous Payments that are treated as
Investor Non-Principal Collections pursuant to Section 4.1(e)) retained in the
Collection Account pursuant to Section 4.1(b) on such Deposit Date.
"Investor Principal Collections" means, with respect to any Deposit Date
falling (i) during the Revolving Period, the sum of (a) the Floating Allocation
Percentage of Series Allocable Principal Collections plus any Series 2003-VFN-A
Allocable Miscellaneous Payments that are treated as Investor Principal
Collections pursuant to Section 4.1(e) and (b) for any Deposit Date that is also
a Payment Date, the amount, if any, of Investor Non-Principal Collections,
Investment Proceeds, funds in the Reserve Fund and Available Certificateholder
Collections allocated to cover the Investor Default Amount or the Monthly
Dilution Amount or reverse Investor Charge-Offs pursuant to Section 4.5(a)(v)
and Section 4.5(a)(vi) and (ii) in the Amortization Period or the Early
Amortization Period, the sum of (a) the Principal Allocation Percentage then in
effect of Series Allocable Principal Collections plus any Series Allocable
Miscellaneous Payments that are treated as Investor Principal Collections
pursuant to Section 4.1(e) and (b) for any Deposit Date that is also a Payment
Date, the amount, if any, of Investor Non-Principal Collections, Investment
Proceeds, funds in the Reserve Fund and Available Certificateholder Collections
allocated to cover the Investor Defaulted Amount or the Monthly Dilution Amount
or reverse Investor Charge-Offs pursuant to Section 4.5(a)(v) and Section
4.5(a)(vi).
"Maximum Funded Amount" is defined in the Note Purchase Agreement.
"Monthly Dilution Amount" means an amount equal to the Weighted Average
Series Allocation Percentage of the amount of any Adjustment Payment required to
be deposited in the Collection Account pursuant to Section 3.9 of the Trust Sale
and Servicing Agreement with
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respect to the related Collection Period that has not been so deposited as of
the related Determination Date.
"Monthly Interest" is defined in the Note Purchase Agreement.
"Monthly Servicing Fee" is defined in Section 3.1.
"Note Purchase Agreement" means the Series 2003-VFN-A Variable Funding Note
Purchase Agreement, dated as of the Closing Date, among the Issuer, the Servicer
and the Investors named therein, as amended, supplemented or otherwise modified
from time to time.
"Note Rate" means, for any Interest Period, the weighted average of the
Funding Rates (as defined in the Note Purchase Agreement) in effect during that
Interest Period, weighted on the basis of the principal amount of the related
Funding Tranche (as defined in the Note Purchase Agreement) and the number of
days in such Interest Period that such Funding Tranche was outstanding.
"Noteholders Monthly Servicing Fee" is defined in Section 3.1(a).
"Notes" means the Series 2003-VFN-A Asset Backed Notes issued pursuant to
this Series Supplement.
"Pay Down Date" means any Funding Change Date on which a principal payment
is made on the Notes.
"Principal Allocation Percentage" means 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 Allocation Percentage for the day in
respect of which the Principal Allocation Percentage is being calculated.
"Principal Funding Account" is defined in Section 4.3(a).
"Principal Target" means, for a Deposit Date (a) relating to the Revolving
Period, zero; (b) relating to the Amortization Period, the Controlled Deposit
Amount for that Deposit Date; and (c) relating to the Early Amortization Period,
the Funded Amount (after giving effect to any reduction therein on that Deposit
Date less any amounts on deposit in the Principal Funding Account).
"Projected Required Amount" means: (a) for the first Payment Date after the
date hereof, $500,000; (b) for the second Payment Date after the date hereof,
$500,000; (c) for the third Payment Date after the date hereof, the sum of the
amount specified in clause (b) and the actual Required Amount for the second
Payment Date after the date hereof, divided by two; (d) for the fourth Payment
Date after the date hereof, the sum of the amount specified in clause (b) and
the actual Required Amounts for the second and third Payment Dates after the
date hereof, divided by three; and (e) for each following Payment Date, the sum
of the actual Required Amounts for the three most recent Payment Dates, divided
by three; provided that, in each case, the Servicer shall, at the reasonable
request of the Agent, and may, at the Servicer's election, increase the
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Projected Required Amount for any Payment Date to reflect any expected
increase in the actual Required Amount for such Payment Date.
"Rated Variable Funding Increased Cost Amounts" is defined in Section
4.2(b).
"Redemption Price" means, with respect to any Payment Date, after giving
effect to any deposits and distributions otherwise to be made on such Payment
Date, the sum of (i) the Funded Amount on such Payment Date, (ii) accrued and
unpaid Monthly Interest and (iii) any accrued and unpaid Variable Funding
Increased Cost Amounts through such Payment Date.
"Required Amount" is defined in Section 4.4(a).
"Required Draw Amount" is defined in Section 4.4.
"Required Participation Percentage" means, for Series 2003-VFN-A, 100%.
"Required Subordinated Amount" means, as of any date of determination, the
sum of (i) the product of (A) the Subordinated Percentage and (B) the Invested
Amount as of the opening of business on such date and (ii) the Incremental
Subordinated Amount.
"Reserve Fund" is defined in Section 4.3(a).
"Reserve Fund Deposit Amount" means, with respect to any Payment Date, the
amount, if any, by which (i) the Reserve Fund Required Amount (or, during the
Early Amortization Period, the Excess Reserve Fund Required Amount) for such
Payment Date exceeds (ii) the amount of funds in the Reserve Fund after giving
effect to any withdrawals therefrom on such Payment Date.
"Reserve Fund Initial Deposit" means $1,000,000.
"Reserve Fund Required Amount" means, for any Reset Date or Payment Date,
0.50% of the Funded Amount (after giving effect to any change therein on such
Reset Date or Payment Date).
"Revolving Period" means the period beginning on the Closing Date and
ending on the earlier of (a) with respect to the Amortization Period, the close
of business on the last day of the month in which the Commitment Expiry Date
occurs, and (b) the close of business on the day an Early Amortization Period
commences.
"Series Cut-Off Date" means January 1, 2003.
"Series Issuance Date" means January 15, 2003.
"Series 2003-VFN-A Excess Funding Amount" means, 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,
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that the Series 2003-VFN-A Excess Funding Amount shall be zero and the Series
2003-VFN-A 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 2003-VFN-A Excess Principal Collections" means, with respect to any
Deposit Date, an amount equal to the Series 2003-VFN-A 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 2003-VFN-A 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 2003-VFN-A 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 2003-VFN-A Principal Shortfall" means, with respect to each Deposit
Date, an amount equal to the excess of (a) the Principal Target for such Deposit
Date over (b) the amount deposited into the Principal Funding Account on such
Deposit Date.
"Series 2003-VFN-A Accounts" is defined in Section 4.3(b).
"Series 2003-VFN-A Holders" means the Holders of the Notes.
"Servicing Fee Rate" means, unless otherwise waived, with respect to Series
2003-VFN-A, 1% per annum.
"Special Payment Date" means each Payment Date with respect to the
Amortization Period or an Early Amortization Period.
"Subordination Factor" means 8.0%.
"Subordinated Percentage" means the percentage equivalent of a fraction,
the numerator of which is the Subordination Factor and the denominator of which
is the excess of 100% over the Subordination Factor.
"Target Draw Retention Amount" is defined in Section 4.1(a)(iii).
"Total Target Retention Amount" means, for any Payment Date, an amount
equal to 150% of the Projected Required Amount for that Payment Date.
"Trust Sale and Servicing Agreement" means the Amended and Restated Trust
Sale and Servicing Agreement dated as of April 6, 2000 as amended and
supplemented or otherwise modified and in effect from time to time among the
Servicer, the Transferor and the Trust.
"Unrated Variable Funding Increased Cost Amounts" is defined in Section
4.2.
"Variable Funding Increased Cost Amount" is defined in the Note Purchase
Agreement.
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"Weighted Average Floating Allocation Percentage" means, for any Collection
Period, a percentage equal to the result of (a) the sum of the Floating
Allocation Percentages for each day during that Collection Period, divided by
(b) the number of days in that Collection Period.
"Weighted Average Invested Amount" means, for any Collection Period, an
amount equal to the result of the (a) the sum of the Invested Amounts for each
day during that Collection Period divided by (b) the number of days in that
Collection Period.
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Indenture, the term "Rating Agency" means, whenever used in this Series
Supplement or the Indenture with respect to Series 2003-VFN-A, Standard & Poor's
and Moody's. As used in this Series Supplement and in the Indenture with respect
to Series 2003-VFN-A, "highest investment category" means (i) in the case of
Standard & Poor's, AAA and A-1+, as applicable, and (ii) in the case of Moody's,
Aaa and P-1, as applicable. Any reference in the Basic Documents to a "Rating
Agency Condition," or to any requirement that any Rating Agency confirm that a
given action will not result in a downgrade or withdrawal of the rating of the
Notes or any other similar term shall, as applied to the Notes, refer to
confirmations from the Rating Agencies that such action will not cause a
downgrade or withdrawal of their respective ratings of the Commercial Paper (as
defined in the Note Purchase Agreement).
(c) Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in Appendix A to the Trust Sale and Servicing
Agreement or the Note Purchase Agreement, as applicable. In addition, references
to the "Series Allocable Defaulted Amount," "Series Allocable Excess Funding
Amount," "Series Allocable Miscellaneous Payments," "Series Allocable
Non-Principal Collections," "Series Allocable Principal Collections" and "Series
Allocation Percentage" refer to the "Series Allocable Defaulted Amount," "Series
Allocable Excess Funding Amount," "Series Allocable Miscellaneous Payments,"
"Series Allocable Non-Principal Collections," "Series Allocable Principal
Collections" and "Series Allocation Percentage" as defined in such Appendix A
and as applied to Series 2003-VFN-A.
(d) 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". The
definitions in this Section 2.1 are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms.
ARTICLE III. SERVICING FEE
SECTION 3.1. Servicing Compensation. The monthly servicing fee (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
prior to the earlier of the first Payment Date following the Final Maturity Date
and the first Payment Date on which the Invested Amount is zero, in an amount
equal to one-twelfth (1/12) of the product of (a) the Servicing Fee Rate and (b)
the Series Allocation Percentage of the Pool Balance as of the last day of the
second Collection Period preceding such Payment Date (or with respect to the
first Payment Date, as of
11
the Closing Date). The share of the Monthly Servicing Fee allocable to the
Series 2003-VFN-A Holders with respect to any Payment Date (the "Noteholders'
Monthly Servicing Fee") shall be equal to one-twelfth (1/12) 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
with respect to the first Payment Date, the Noteholders' Monthly Servicing Fee
shall be equal to $166,667. The remainder of the Monthly Servicing Fee shall be
paid by the Certificateholder and in no event shall the Trust, the Owner
Trustee, the Indenture Trustee or the Series 2003-VFN-A Holders be liable for
the share of the Monthly Servicing Fee to be paid by the Certificateholders; and
the remainder of the Servicing Fee shall be paid by the Certificateholders and
the Noteholders of other Series and the Series 2003-VFN-A Holders shall in no
event be liable for the share of the Servicing Fee to be paid by the
Certificateholders or the Noteholders of other Series. The Noteholders' Monthly
Servicing Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution in accordance with the terms of this Series
Supplement.
ARTICLE IV.
RIGHTS OF SERIES 2003-VFN-A HOLDERS AND ALLOCATION AND
APPLICATION OF COLLECTIONS
SECTION 4.1. Daily Allocations; Payments to Certificateholders. On each
Deposit Date, Non-Principal Collections, Principal Collections and Miscellaneous
Payments will be allocated to Series 2003-VFN-A based on the Series Allocation
Percentage and shall be further allocated and distributed as set forth in this
Section 4.1.
(a) Certificateholder Collections. The Servicer shall instruct the
Indenture Trustee in writing to withdraw the following amounts from the
Collection Account and apply such amounts as follows on such Deposit Date:
(i) an amount equal to the Excess Certificateholder Percentage then
in effect of Series 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 Series Allocable Principal Collections deposited in the
Collection Account for such Deposit Date shall be paid to the
Certificateholders; provided 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;
(iii) an amount equal to the Available Certificateholder Collections
for such Deposit Date shall be retained in the Collection Account, provided
that during the Revolving Period and the Amortization Period, the amount so
retained shall not exceed the excess, if any, of the Total Target Retention
Amount for the Payment Date related to that Collection Period over the
aggregate amount of Non-Principal Collections retained in the Collection
Account pursuant to Section 4.1(b) during that Collection Period (such
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excess, at any time, being the "Target Draw Retention Amount"); if on any
day during any Collection Period the aggregate amount retained in the
Collection Account pursuant to this Section 4.1(a)(iii) during that
Collection Period is greater than the Target Draw Retention Amount, then
the excess may be withdrawn from the Collection Account and applied in
accordance with Section 4.1(a)(iv); and
(iv) any remaining Available Certificateholder Collections for such
Deposit Date not required to be retained in the Collection Account pursuant
to Section 4.1(a)(iii) shall be paid to the Certificateholders; provided
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) Investor Non-Principal Collections. On each Deposit Date, the Servicer
shall allocate to Series 2003-VFN-A and retain in the Collection Account an
amount equal to the Floating Allocation Percentage then in effect of Series
Allocable Non-Principal Collections deposited in the Collection Account for such
Deposit Date plus any Series Allocable Miscellaneous Payments that are treated
as Investor Non-Principal Collections pursuant to Section 4.1(e).
(c) Investor Principal Collections--Revolving Period. On each Deposit Date
falling in the Revolving Period, the Servicer shall allocate to Series
2003-VFN-A and treat as Excess Principal Collections an amount equal to Investor
Principal Collections on such Deposit Date.
(d) Investor Principal Collections--Other Periods. On each Deposit Date
falling in the Amortization Period or the Early Amortization Period, the
Servicer shall allocate and deposit an amount equal to Available Investor
Principal Collections as follows:
(i) first, an amount up to the Principal Target for such Deposit Date
shall be deposited by the Servicer or the Indenture Trustee into the
Principal Funding Account; and
(ii) second, after giving effect to the transaction referred to in
clause (i) above, an amount equal to the balance, if any, of such Available
Investor 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 4.10 hereof.
(e) Miscellaneous Payments. On each Deposit Date, the Servicer shall treat
any Series Allocable Miscellaneous Payments as Investor Principal Collections
and apply them as provided in Section 4.1(c) or 4.1(d), as appropriate;
provided, however, that any Series 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 Investor Non-Principal Collections and
applied as provided in Section 4.1(b).
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SECTION 4.2. Monthly Interest and Variable Funding Increased Cost Amounts.
(a) Pursuant to the Note Purchase Agreement, the Funded Amount may from time to
time be divided into one or more Funding Tranches (as defined therein) which
will accrue interest on different bases. For Funding Tranches that accrue
interest by reference to a commercial paper rate or the London interbank offered
rate, a specified Fixed Period will be designated in the Note Purchase Agreement
during which that Funding Tranche may accrue interest at a fixed rate.
(b) In addition to Monthly Interest, the Agent, for the account of the
Investor (as defined in the Note Purchase Agreement) shall be entitled to
receive certain other amounts referred to in the Note Purchase Agreement as
Variable Funding Increased Cost Amounts. Variable Funding Increased Cost Amounts
payable on any Payment Date shall, so long as they equal less than 0.50% of the
Weighted Average Invested Amount over the related Interest Period, constitute
"Rated Variable Funding Increased Cost Amounts." Any Variable Funding Increased
Cost Amounts payable on any Payment Date in excess of the foregoing limitation
shall constitute "Unrated Variable Funding Increased Cost Amounts."
SECTION 4.3. Establishment of Series 2003-VFN-A Accounts. (a) The Servicer,
for the benefit of the Series 2003-VFN-A Holders, shall cause to be established
and maintained in the name of the Indenture Trustee, on behalf of the Trust the
following accounts, each of which shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series
2003-VFN-A Holders:
(i) an Eligible Deposit Account (the "Reserve Fund") which shall be
identified as the "Reserve Fund for the World Omni Master Owner Trust,
Series 2003-VFN-A; and
(ii) an Eligible Deposit Account (the "Principal Funding Account"),
which shall be identified as the "Principal Funding Account for World Omni
Master Owner Trust, Series 2003-VFN-A."
(b) At the written direction of the Servicer, funds on deposit in each of
the Reserve Fund and the Principal Funding Account (collectively, the "Series
2003-VFN-A Accounts") 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 next preceding
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 2003-VFN-A Holders. On
each Payment Date, Investment Proceeds on amounts in Series 2003-VFN-A Accounts
received prior to such Payment Date shall be credited to the Collection Account
and applied as set forth in Section 4.5(a). Funds deposited in the Series
2003-VFN-A Accounts 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 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 investment prior to its stated maturity of the
failure of the Servicer to provide timely written investment direction.
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(c) (i) The Indenture Trustee shall possess all right, title and interest
in, to and under all funds on deposit from time to time in, and all Eligible
Investments credited to, the Series 2003-VFN-A Accounts and in all proceeds
thereof. The Series 2003-VFN-A Accounts shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Series 2003-VFN-A
Holders. If, at any time, any of the Series 2003-VFN-A Accounts ceases to be an
Eligible Deposit Account, the Servicer (or the Indenture Trustee on its behalf)
shall within ten (10) Business Days (or such longer period, not to exceed thirty
(30) calendar days, as to which each Rating Agency may consent) establish a new
Series 2003-VFN-A Account meeting the conditions specified in paragraph (a)
above as an Eligible Deposit Account and shall transfer any cash and/or any
investments to such new Series 2003-VFN-A Account. Neither the Issuer, the
Servicer nor any person or entity claiming by, through or under the Issuer, 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 2003-VFN-A Account,
except as expressly provided herein. Exhibit C hereto identifies each Series
2003-VFN-A 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 2003-VFN-A
Account is established pursuant to this Section, the Servicer shall provide to
the Indenture Trustee an amended Exhibit C, setting forth the relevant
information for such substitute Series 2003-VFN-A Account. The Series 2003-VFN-A
Accounts shall be the property of the Trust for federal income tax purposes and
the Trust shall report the investment earnings on each such fund in its federal
income tax return.
(ii) Pursuant to the authority granted to the Servicer in Section 8.2
of the Indenture and Section 4.2 of the Trust Sale and Servicing Agreement,
the Servicer shall have the power, revocable by the Indenture Trustee in
writing, to make withdrawals and payments or to instruct the Indenture
Trustee to make withdrawals and payments from the Series 2003-VFN-A
Accounts for the purposes of carrying out the Servicer's or Indenture
Trustee's duties hereunder.
SECTION 4.4. Deficiency Amount. With respect to each Payment Date, on the
related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which
(a) the sum of (i) Monthly Interest for such Payment Date; any Rated
Variable Funding Increased Costs Amounts for such Payment Date; (iii) the
Noteholders' Monthly Servicing Fee for such Payment Date, unless waived;
and (iv) the sum of the Investor Defaulted Amount and the Monthly Dilution
Amount for such Payment Date (such sum being the "Required Amount" for that
Payment Date), exceeds
(b) the sum of (i) the Investor Non-Principal Collections for such
Payment Date plus any Investment Proceeds, if any, with respect to such
Payment Date; and (ii) the amount of funds in the Reserve Fund which are
available pursuant to Section 4.7(a) to cover any portion of the amount, if
any, by which the amount of clause (a) exceeds the amount of clause (b)(i).
The "Required Draw Amount" shall be the lesser of (x) the Deficiency Amount
and (y) the Available Subordinated Amount on the related Determination Date.
15
SECTION 4.5. Applications of Investor Non-Principal Collections, Investment
Proceeds and Available Investor Principal Collections. The Servicer shall
instruct the Indenture Trustee in writing to make the following distributions:
(a) On each Payment Date, an amount equal to the sum of (1) the
Investor Non-Principal Collections and (2) any Investment Proceeds with
respect to such Payment Date will be distributed, to the extent funds are
available therefor, from the Collection Account in the following priority:
(i) first, an amount equal to Monthly Interest for such
Payment Date shall be distributed to Series 2003-VFN-A Holders;
(ii) second, an amount equal to any Rated Variable Funding
Increased Cost Amounts for such Payment Date shall be distributed to
the Series 2003-VFN-A Holders;
(iii) third, an amount equal to the Noteholders' Monthly
Servicing Fee for such Payment Date shall be distributed to the
Servicer (unless World Omni is Servicer and 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 sum of the Investor
Defaulted Amount and the Monthly Dilution Amount for such Payment Date
shall be treated as a portion of Investor Principal Collections for
such Payment Date; and
(vi) sixth, an amount equal to the aggregate amount of Investor
Charge-Offs which have not been previously reversed as provided in
this Section 4.5(a)(vi) shall be treated as a portion of Investor
Principal Collections with respect to such Payment Date and shall
increase the Invested Amount and the Funded Amount (the "Investor
Charge-Off Reversal Amount");
(vii) seventh, an amount equal to the amount of reductions of
the Available Subordinated Amount on account of Investor Defaulted
Amounts and Monthly Dilution Amounts that have not previously been
reinstated shall be treated as a portion of Available
Certificateholder Principal Collections for such day and shall
increase the Available Subordinated Amount;
(viii) eighth, an amount equal to any unpaid Unrated Variable
Funding Increased Cost Amount shall be distributed to the Agent, for
the account of the Investors to whom it is owed (pro rata in
accordance with the amounts owed to each);
(ix) ninth, an amount equal to the aggregate outstanding
amounts of the Noteholders' Monthly Servicing Fee which have been
previously waived pursuant to Section 3.1 shall be distributed to the
Servicer; and
16
(x) tenth, the balance, if any, shall be distributed to the
Certificateholders.
(b) On each Payment Date during the Revolving Period, any remaining
Available Investor Principal Collections shall be treated as Excess
Principal Collections and made available to other Series as provided in
Section 4.4 of the Trust Sale and Servicing Agreement and Section 4.10
hereof.
SECTION 4.6. Distributions to Series 2003-VFN-A Holders. Payments to the
Series 2003-VFN-A Holders 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 2003-VFN-A Holders with
respect to accrued interest and Variable Funding Increased Cost Amounts to
the Series 2003-VFN-A Holders in accordance with Section 4.5(a).
(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) (A) on the first Payment Date during the Amortization
Period, the amount deposited into the Principal Funding Account from
the Excess Funding Account, (B) on each Payment Date related to a
Collection Period in the Amortization Period, all amounts deposited
into the Principal Funding Account during such Collection Period in
respect of the Controlled Deposit Amount, and (C) on each Special
Payment Date, all amounts on deposit in the Principal Funding Account
and amounts on deposit in the Collection Account as are payable to the
Series 2003-VFN-A Holders with respect to principal pursuant to
Section 4.5(a)(v) and (vi), in each case, (A), (B), and (C), shall be
distributed to Series 2003-VFN-A Holders up to a maximum amount on any
such day equal to the Funded Amount; and
(ii) On each Funding Change Date, the Servicer shall instruct the
Indenture Trustee in writing to apply available funds on deposit in
the Excess Funding Account, to the extent that after such application
the Pool Balance would not be less than the Required Pool Balance, to
make any prepayment of principal as to which the Servicer has given
notice pursuant to Section 1.3(a) or (b).
SECTION 4.7. Application of Reserve Fund and Available Subordinated Amount.
(a) On the Closing Date, there shall be deposited into the Reserve Fund an
amount such that the amount then on deposit in the Reserve Fund will not be less
than the Reserve Fund Required Amount for such date after giving effect to the
Initial Funding Amount, if any. On the date of each Payment Date and on the date
of each Incremental Funding, there shall be deposited into the Reserve Fund an
amount such that the amount then on deposit in the Reserve Fund will not
17
be less than the Reserve Fund Required Amount for such date after giving effect
to the Incremental Funding Amount or any change in the Funded Amount. If the sum
of Investor Non-Principal Collections and Investment Proceeds on any Payment
Date pursuant to Section 4.5(a) is not sufficient to make all distributions
required on such Payment Date by Sections 4.5(a)(i), (ii), (iii) and (v), the
Servicer shall cause the Indenture Trustee to withdraw funds from the Reserve
Fund to the extent available therein, and apply such funds to complete the
distributions pursuant to Sections 4.5(a)(i), (ii), (iii) and (v) (and no such
funds shall be applied pursuant to Section 4.5(a)(iv)).
(b) If there is a Required Draw Amount for any Payment Date, the Servicer
shall, subject to the following paragraph, apply or instruct the Indenture
Trustee in writing to apply the Available Draw Funds for that Payment Date, but
only up to the Available Subordinated Amount, to make up the shortfall in the
distributions required by Sections 4.5(a)(i), (ii), (iii) and (v) that have not
been made through the application of funds from the Reserve Fund in accordance
with Section 4.7(a). The amount of the Available Draw Funds applied in
accordance with the preceding sentence shall reduce the Available Subordinated
Amount. If the Required Draw Amount exceeds Available Draw Funds 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
the Investor Defaulted Amount and the Monthly Dilution Amount.
(c) If, on any Payment Date after giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund made pursuant to Section
4.5(a) and Section 4.7, (i) or on any Reset Date, the amount in the Reserve Fund
is greater than the Reserve Fund Required Amount for such Reset Date or Payment
Date, then the Servicer shall (x) with respect to any Payment Date only, if any
unpaid Variable Funding Increased Cost Amount exists on such Payment Date, apply
the excess to pay such amount and (y) with respect to any Reset Date or Payment
Date, pay such excess (after giving effect to any payment required to be made in
clause (x) on a Payment Date), to the Certificateholders or (ii) if the amount
in the Reserve Fund is less than such Reserve Fund Required Amount, then the
Indenture Trustee shall deposit any remaining Available Draw Funds for such
Payment Date (after giving effect to Section 4.7(b)) into the Reserve Fund until
the amount in the Reserve Fund is equal to such Reserve Fund Required Amount. On
the Final Maturity Date, any funds in the Reserve Fund will be treated as
Available Investor Principal Collections. Upon payment in full of the
outstanding principal balance of the Notes, any funds remaining on deposit in
the Reserve Fund shall (x) if any unpaid Variable Funding Increased Cost Amount
exist on such date, pay such amount and (y) thereafter, be paid to the
Certificateholders.
(d) Any Available Draw Funds remaining after the applications thereof
pursuant to Sections 4.7(b) and (c) shall be paid to the Certificateholders;
provided that if the Pool Balance (determined after giving effect to any
Principal Receivables transferred to the Trust on such Payment Date) is less
than the Required Pool Balance (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on that Payment Date),
Section 4.7(c) hereof shall not apply and 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.
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SECTION 4.8. Investor Charge-Offs. If, on any Payment Date on which the
Available Subordinated Amount on the related 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 Funded Amount (and consequently the Invested Amount) will
be reduced (an "Investor Charge-Off") by the Deficiency Amount, but not by more
than the sum of (x) the Investor Defaulted Amount plus (y) the Monthly Dilution
Amount, to the extent not covered by applications made pursuant to Sections 4.5
and 4.7 for such Payment Date. Investor Charge-Offs shall thereafter be reversed
and the Invested Amount and the Funded Amount increased (but not by an amount in
excess of the aggregate unreversed Investor Charge-Offs) by the Investor
Charge-Off Reversal Amount.
SECTION 4.9. Excess Funding Account. On the Business Day immediately
following the last day of the Revolving Period, an amount equal to the Series
2003-VFN-A 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 4.6(b).
Thereafter, the Series 2003-VFN-A Holders will not be entitled to any funds on
deposit in the Excess Funding Account.
SECTION 4.10. Excess Principal Collections. The Servicer will allocate
Series 2003-VFN-A Excess Principal Collections and treat as Available Investor
Principal Collections an amount equal to the Series 2003-VFN-A Principal
Shortfall, to the extent available. In the event there is no Series 2003-VFN-A
Principal Shortfall, Series 2003-VFN-A Excess Principal Collections will be
allocated and distributed in accordance with Section 4.4 of the Trust Sale and
Servicing Agreement.
ARTICLE V.
DISTRIBUTIONS AND REPORTS TO SERIES 2003-VFN-A HOLDERS
SECTION 5.1. Distributions. (a) Pursuant to the Monthly Payment Date
Statement, on each Payment Date, the Indenture Trustee shall distribute to each
Series 2003-VFN-A Holder 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 the Notes held by such Noteholder) of the amounts on
deposit in the Series 2003-VFN-A Accounts as is payable to the Series 2003-VFN-A
Holders on such Payment Date pursuant to Section 4.5 and 4.6.
(b) Distributions to Series 2003-VFN-A Holders hereunder shall be made by
wire transfer of immediately available funds to such account as each Series
2003-VFN-A Holder shall from time to time designate in a notice to the Servicer.
SECTION 5.2. Reports to Series 2003-VFN-A Holders. (a) On or prior to
each Payment Date (including each date that corresponds to the Expected Final
Payment Date or Special Payment Date), the Servicer will provide to the
Indenture Trustee statements substantially in the forms of Exhibit B (with a
copy to each Rating Agency), and on each Payment Date (including each date that
corresponds to the Expected Final Payment Date or Special Payment Date) the
Indenture Trustee shall forward to each Series 2003-VFN-A Holder
19
the report substantially in the form of Exhibit B prepared by the Servicer,
setting forth certain information relating to the Trust and the Notes.
(b) A copy of each report provided pursuant to paragraph (a) will be made
available for inspection at the Corporate Trust Office of the Indenture Trustee.
(c) On or before April 30 of each calendar year, beginning with calendar
year 2003, 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
2003-VFN-A Holder, a report prepared by the Servicer containing the information
which is required to be contained in the statement to Series 2003-VFN-A Holders
as set forth in paragraph (a) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 2003-VFN-A
Holder. The Servicer shall prepare and the Indenture Trustee shall furnish to
each person that was a Noteholder during the preceding calendar year in the time
and manner required by the Internal Revenue Code, such information as is
required to be provided by an issuer of indebtedness under the Internal Revenue
Code, including Forms 1099 and such other customary information as is necessary
to enable the Series 2003-VFN-A Holders to prepare their tax returns. The
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 Internal Revenue Code as
from time to time in effect.
ARTICLE VI. EARLY AMORTIZATION EVENTS
SECTION 6.1. Additional Early Amortization Events. (a) Except as provided
in Section 6.1(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 2003-VFN-A Holders, be deemed to be
an Early Amortization Event solely with respect to Series 2003-VFN-A:
(i) on any Determination Date, the average of the Monthly Payment
Rates for the three (3) 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 such Payment Date;
(iii) any Servicing Default with respect to Series 2003-VFN-A occurs;
(iv) the Funded Amount is not repaid by the Expected Final Payment
Date;
(v) [reserved];
(vi) 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 to be made therein; or
20
(b) to deliver a Monthly 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;
(vii) 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 Series 2003-VFN-A Holders 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;
(viii) the occurrence of an Event of Default with respect to the
Notes and the declaration that the Notes are due and payable pursuant to
Section 5.2 of the Indenture; or
(ix) on the first day of the Amortization Period, the amount on
deposit in the Reserve Fund does not equal the Reserve Fund Required
Amount.
(b) In the case of any event described in Section 6.1(a)(vi), (vii) or
(viii) above, an Early Amortization Event with respect to Series 2003-VFN-A 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 2003-VFN-A
Holders holding Notes evidencing more than 50% of the aggregate unpaid principal
amount of the Notes, by written notice to the Certificateholders and the
Servicer (and the Indenture Trustee, if such notice is given by Series
2003-VFN-A Holders) declare that an Early Amortization Event has occurred as of
the date of such notice.
ARTICLE VII. OPTIONAL REDEMPTION
SECTION 7.1. Optional Redemption. (a) On any Payment Date occurring after
the date on which the Funded Amount is reduced to 10% of the highest Funded
Amount at any time outstanding, or less, the Servicer shall have the option,
subject to the condition set forth in paragraph (c), to redeem the 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 ten (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 2003-VFN-A 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
21
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 8.1.
(c) If at the time the Servicer exercises its purchase option hereunder,
the Servicer's long-term unsecured debt has a rating lower than the lowest
investment grade rating of any Rating Agency, or the Servicer's long-term debt
is not rated, the Servicer shall deliver to the Indenture Trustee on such
Payment Date an Opinion of Counsel (which must be an independent outside
counsel) to the effect that, in reliance on certain Officer's Certificates of
Authorized Officers of the Servicer to the effect that the Series 2003-VFN-A
Holders' Interest purchased by the Servicer constitutes fair value for the
consideration paid therefor and as to the solvency of the Servicer, the purchase
of the Series 2003-VFN-A Holders' Interest should not be considered a fraudulent
conveyance under applicable law.
ARTICLE VIII. FINAL DISTRIBUTIONS
SECTION 8.1. Acquisition of Notes pursuant to Section 10.1 of the
Indenture; Distributions Pursuant to Section 7.1 of this Series Supplement or
Section 8.4 of the Indenture. (a) The amount to be paid by the Issuer to the
Principal Funding Account with respect to Series 2003-VFN-A 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 7.1 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 7.1 or 8.1 and all other amounts on deposit therein shall be
distributed in full to the Series 2003-VFN-A Holders on the date deposited (in a
maximum amount not exceeding the Redemption Price) 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 Series 2003-VFN-A.
SECTION 8.2. Disposition of Principal Receivables Pursuant to Section 5.4
of the Indenture; Payment Allocations for Event of Default Collections. (a) In
accordance with Section 5.4 of the Indenture, in the event that the aggregate
outstanding principal amount of the Notes is greater than zero on the Final
Maturity Date (after giving effect to deposits and distributions otherwise to be
made on such Final 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 Notes on such Final 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 Funded Amount and the Available
Subordinated Amount on the preceding
22
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
2003-VFN-A (for the Collection Period in which such Final Maturity Date occurs)
of Principal Receivables on such Final Maturity Date. The amount of Principal
Receivables sold shall first reduce the Funded Amount (but not to below zero)
and then any remaining amounts shall reduce the Available Subordinated Amount
(but not to below zero). The net proceeds of such sale and any Collections on
the Principal Receivables will be paid pro rata to the Series 2003-VFN-A Holders
on the Final Maturity Date as the final payment of the Notes, and the Series
2003-VFN-A Holders shall not receive any additional payments with respect to the
Notes.
(b) 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 Notes has occurred and the Notes have been declared
due and payable, on the direction of the holders of a majority of the aggregate
outstanding principal amount of the 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 Receivables
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 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 Funded 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 2003-VFN-A of Principal Receivables on such
date. The net proceeds of such sale will be paid pro rata to the Series
2003-VFN-A Holders in an amount up to the aggregate outstanding principal
balance of and accrued and unpaid interest on the Notes and the Series
2003-VFN-A Holders shall not receive any additional payments with respect to the
Notes.
(c) For purposes of Section 5.4(b) of the Indenture, funds payable under
"SECOND" of such section will be allocated between Principal Collections and
Non-Principal Collections in the same proportion as the outstanding principal
balance has to the sum of accrued and unpaid interest, fees and Variable Funding
Increased Cost Amounts, respectively
ARTICLE IX. MISCELLANEOUS PROVISIONS
SECTION 9.1. No Registration of the Notes under the Securities Act of
1933. The Notes have not been registered and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. Persons (as such terms are defined under
the Securities Act), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state securities laws.
SECTION 9.2. 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.
23
SECTION 9.3. 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 9.4. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO ANY JURISDICTION'S CONFLICT OF LAWS PROVISIONS) AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
SECTION 9.5. Change in Indenture Trustee. Neither the Servicer nor
Certificateholder 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 Xxxxx'x and S&P to the effect that such new Indenture Trustee will
have a perfected and first priority interest in any instruments evidencing the
Receivables.
SECTION 9.6. Addition of ParticipationsPrior to transferring any
Receivables resulting from a Participation Agreement to the Trust for which the
related Participation Agreement differs materially from the form of any previous
or existing Participation Agreement, the Agent shall have approved the form of
Participation Agreement for such Receivable.
SECTION 9.7. Rights of the Indenture Trustee. The Indenture Trustee shall
be afforded the same rights, protections, immunities and indemnities set forth
in the Indenture as if specifically set forth herein.
24
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Series Supplement to be duly executed by their respective officers as of the day
and year first above written.
WORLD OMNI MASTER OWNER TRUST
By: CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION
not in its individual capacity,
but solely as Owner Trustee for
the World Omni Master
Owner Trust
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------
Title: Vice President
BNY MIDWEST TRUST COMPANY,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Title: Assistant Vice President
Acknowledged and Agreed to by
WORLD OMNI FINANCIAL CORP.,
as Servicer and Administrator
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Title: Assistant Treasurer
EXHIBIT A
FORM OF FACE OF NOTE
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
EACH HOLDER OF THIS NOTE AGREES THAT THIS NOTE WILL NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION OTHERWISE EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT AND (2) IN A PRINCIPAL AMOUNT OF NOT
LESS THAN $1,000,000. AS SET FORTH IN (1) ABOVE, AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES OR OTHER LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION, THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS NOTE OF THE TRANSFER
RESTRICTIONS REFERRED TO ABOVE. THIS NOTE WILL NOT BE ACCEPTED FOR REGISTRATION
OF TRANSFER EXCEPT UPON PRESENTATION OF A CERTIFICATE SATISFACTORY TO WODFI LLC,
THE INDENTURE TRUSTEE AND THE OWNER TRUSTEE THAT SUCH RESTRICTIONS HAVE BEEN
COMPLIED WITH BY THE SELLER AND PURCHASER HEREOF AND WITH THE CONSENT OF WODFI
LLC (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD). IF SUCH INVESTOR IS
ACQUIRING ANY OFFERED NOTES AS A FIDUCIARY OR AGENT FOR ONE OR MORE ACCOUNTS,
SUCH INVESTOR REPRESENTS THAT IT HAS SOLE INVESTMENT DISCRETION WITH RESPECT TO
EACH SUCH ACCOUNT AND THAT IT HAS FULL POWER TO MAKE AND IS MAKING THE FOREGOING
ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS WITH RESPECT TO EACH SUCH
ACCOUNT AS SET FORTH HEREIN.
EACH PURCHASER OF THIS NOTE REPRESENTS AND WARRANTS FOR THE BENEFIT OF
WODFI LLC, THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE THAT, UNLESS SUCH
PURCHASER, AT ITS EXPENSE, DELIVERS TO THE INDENTURE TRUSTEE, THE SERVICER AND
WODFI LLC AN OPINION OF COUNSEL SATISFACTORY TO EACH OF THEM TO THE EFFECT THAT
THE PURCHASE OR HOLDING OF THIS NOTE BY SUCH PURCHASER WILL NOT SUBJECT THE
INDENTURE TRUSTEE, WODFI LLC OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN IN THE INDENTURE, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT
PLAN (AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE, OR
(III) AN ENTITY WHOSE
A-1
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY. INCOME FROM THIS NOTE MAY BE TREATED AS "UNRELATED BUSINESS TAXABLE
INCOME" TO EMPLOYEE BENEFIT PLANS AND ANY OTHER HOLDER THAT IS GENERALLY EXEMPT
FROM FEDERAL INCOME TAX.
NEITHER THIS NOTE, NOR ANY INTEREST THEREIN, MAY BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE CONVEYED TO ANY PERSON THAT IS NOT A "U.S. PERSON".
THE TERM "U.S. PERSON" MEANS (I) A CITIZEN OR RESIDENT OF THE UNITED STATES,
(II) A DOMESTIC PARTNERSHIP, (III) A DOMESTIC CORPORATION, (IV) ANY ESTATE OR
TRUST THE INCOME OF WHICH, FROM SOURCES OUTSIDE THE UNITED STATES, IS NOT
EFFECTIVELY CONNECTED WITH THE CONDUCT OF A TRADE OR BUSINESS IN THE UNITED
STATES AND IS NOT INCLUDIBLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES, OR (V) ANY OTHER PERSON DESIGNATED AS SUCH PURSUANT TO THE CODE.
No. R-1
Registered
Maximum Funded Amount $300,000,000
or such other amount as is specified in the
Series 2003-VFN-A Note Purchase Agreement
WORLD OMNI MASTER OWNER TRUST
SERIES 2003-VFN-A
ASSET BACKED NOTES
Evidencing an indebtedness of the World Omni Master Owner 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 (defined below) does not represent any
interest in, or recourse obligation of, WODFI LLC, a Delaware Limited Liability
Company and wholly-owned subsidiary of the Servicer, the Servicer or any
affiliate thereof.
This Series 2003-VFN-A Asset Backed Note, (this "Series 2003-VFN-A
Note" or this "Note") evidences the indebtedness of WORLD OMNI MASTER OWNER
TRUST (the "Issuer") to [ ], as Agent (the "Agent" and together
with any future assignee hereof, the "Series 2003-VFN-A Holder") for the
investors under the Note Purchase Agreement dated as of January 15, 2003 among
the Agent, the Issuer and various other parties thereto. 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 Issuer and BNY Midwest Trust Company, the Indenture Trustee (the "Indenture
Trustee"), and the Series 2003-VFN-A Supplement (the "Series 2003-VFN-A
Supplement") thereto, dated as of January 15, 2003, between the Issuer and the
Indenture
A-2
Trustee. Capitalized terms used and not otherwise defined herein are used as
defined in the Series 2003-VFN-A Supplement.
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
Series 2003-VFN-A Holder by virtue of the acceptance hereof is bound.
The Issuer has entered into the Indenture and the Note has been (or
will be) issued with the intention that the Note will qualify under applicable
tax law as indebtedness. Each Series 2003-VFN-A Holder, 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 measures by income.
This Note evidences the Funded Amount (as defined in the Series
2003-VFN-A Supplement) made by the Series 2003-VFN-A Holder hereof that is from
time to time outstanding. The Series 2003-VFN-A Holder hereof shall and is
hereby authorized to record on the grid attached to this Note (or at such
holder's option, in its internal books and records) the date and amount of each
Incremental Funding made by it, the amount of each repayment of the principal
amount represented by this Note and any reductions to the Maximum Funded Amount
of this Note made pursuant to the Note Purchase Agreement; provided, however,
that failure to make any such recordation on the grid or records or any error in
the grid or records shall not adversely affect the Series 2003-VFN-A Holder's
rights with respect to its interest in the assets of the Issuer and its right to
receive Monthly Interest in respect of the outstanding principal amount of all
Incremental Fundings made by the purchasers.
Unless the Certificate of Authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture referred to on the reverse side
hereof or be valid for any purpose.
This Note shall be governed by, and construed in accordance with, the
laws of the State of New York (without regard to any jurisdiction's conflict of
laws provisions).
A-3
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
WORLD OMNI MASTER OWNER TRUST
by Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely
as Owner Trustee
By:_____________________________
Name:
Title:
Dated:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and described and referred to
in the within-mentioned Indenture and Series Supplement.
BNY MIDWEST TRUST COMPANY,
not in its individual capacity
but solely as Indenture Trustee
By:_____________________________
Authorized Officer
Dated:
ASSIGNMENT
Social Security 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 _____________________, attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
A-5
INCREMENTAL FUNDINGS AND REPAYMENTS
Incremental Outstanding Maximum
----------- ----------- -------
Amount Repaid Funded Amount Funded Amount Funded Amount Date of Funding
------------- ------------- ------------- ------------- ---------------
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A-6
EXHIBIT B
WORLD OMNI FINANCIAL CORP.
WORLD OMNI MASTER OWNER TRUST
SERIES 2003-VFN-A
FORM OF MONTHLY PAYMENT DATE STATEMENT
B-1
EXHIBIT C
Series 2003-VFN-A Accounts
Reserve Fund for the World Omni Master Owner Trust, Series 2003-VFN-A
a/c #
Principal Funding Account for World Omni Master Owner Trust, Series 2003-VFN-A
a/c #
C-1
