Exhibit 4.1
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SERIES 2001-1 SUPPLEMENT
Dated as of March 6, 2001
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
_________________________________
WORLD OMNI MASTER OWNER TRUST
SERIES 2001-1 NOTES
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................ 1
ARTICLE II CREATION OF THE SERIES 2001-1 NOTES....................................... 13
SECTION 2.01. Designation................................................. 13
ARTICLE III SERVICING FEE............................................................ 13
SECTION 3.01. Servicing Compensation....................................... 13
ARTICLE IV RIGHTS OF SERIES 2001-1 NOTEHOLDERS AND ALLOCATION AND
APPLICATION OF COLLECTIONS...................................................... 14
SECTION 4.01. Daily Allocations; Payments to Certificateholders............ 14
SECTION 4.02. Monthly Interest............................................. 16
SECTION 4.03. Establishment of the Series 2001-1 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 2001-1 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. Amortization Period Commencement Date; Amortization
Period....................................................... 23
SECTION 4.11. Excess Funding Account....................................... 23
ARTICLE V DISTRIBUTIONS AND REPORTSTO SERIES 2001-1 NOTEHOLDERS...................... 23
SECTION 5.01. Distributions................................................ 23
SECTION 5.02. Reports and Statements to Series 2001-1 Noteholders.......... 24
ARTICLE VI EARLY AMORTIZATION EVENTS................................................. 26
SECTION 6.01. Additional Early Amortization Events......................... 26
SECTION 6.02 Recommencement of the Revolving Period....................... 27
ARTICLE VII OPTIONAL REDEMPTION...................................................... 27
SECTION 7.01. Optional Redemption.......................................... 27
ARTICLE VIII FINAL DISTRIBUTIONS..................................................... 28
SECTION 8.01. Acquisition of Notes Pursuant to Section 10.1 of the
Indenture.................................................... 28
i
SECTION 8.02. Disposition of Principal Receivables Pursuant to Section 5.4
of the Indenture................................................ 28
ARTICLE IX MISCELLANEOUS PROVISIONS...................................................... 30
SECTION 9.01. Ratification of Agreement...................................... 30
SECTION 9.02. Counterparts................................................... 30
SECTION 9.03. Change in Indenture Trustee.................................... 30
SECTION 9.04. GOVERNING LAW.................................................. 30
SECTION 9.05. Rights of the Indenture Trustee................................ 30
EXHIBITS
Exhibit A Form of Series 2001-1, Class A Note
Exhibit B Form of Series 2001-1, Class B Note
Exhibit C Form of Monthly Payment Date Statement
SCHEDULES
Schedule 1 Series 2001-1 Accounts
ii
THIS SERIES SUPPLEMENT, dated as of March 6, 2001 (as amended, supplemented
or otherwise modified, this "Series Supplement") to the Amended and Restated
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Indenture dated as of April 6, 2000 (as amended, supplemented or otherwise
modified, the "Indenture"), among World Omni Master Owner Trust (the "Issuer" or
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the "Trust") and BNY Midwest Trust Company (as successor-in-interest to the
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corporate trust administration of Xxxxxx Trust and Savings Bank), as Indenture
Trustee (as indenture trustee and not in its individual capacity, the "Indenture
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Trustee").
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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 2001-1
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
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the day immediately preceding 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 2001-1 Notes is paid in full.
"Accumulation Period Commencement Date" shall mean the first day of the
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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,
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however, that, if at any time after the September 2003 Payment Date, any other
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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
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period calculated as of the September 2003 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 four, 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
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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
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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
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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
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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,
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however, that the Additional Noteholder Principal Collections shall be zero for
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any Deposit Date on which the Available Subordinated Amount is zero.
"Allocable Non-Principal Collections" shall mean, with respect to any day,
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the product of (a) the Series 2001-1 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
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product of (a) the Series 2001-1 Allocation Percentage on such day and (b) the
aggregate amount of Principal Collections deposited in the Collection Account
for such day.
"Amortization Period" shall mean a period beginning on the close of
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business on the day immediately preceding the Amortization Period Commencement
Date and ending on the earliest of (a) the date an Early Amortization Period
commences and (b) the date the outstanding principal amount of the Series 2001-1
Notes is paid in full.
"Amortization Period Commencement Date" shall mean, initially, March 1,
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2002; provided, however, that on the date that is one month prior to the
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Amortization Period Commencement Date then in effect, the Amortization Period
Commencement Date will successively and automatically be extended by one month
unless the Servicer elects to terminate such automatic extension by delivering a
written notice to the Owner Trustee and the Indenture Trustee prior to the date
on which the Amortization Period Commencement Date then in effect would be
extended, terminating the automatic extension.
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"Assets Receivables Rate" shall mean, with respect to any Interest Period
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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 2001-1 Excess Funding Amount for such
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
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any Deposit Date falling in the Accumulation Period, the Amortization Period or
an Early Amortization Period, the sum of (a) Noteholder Principal Collections
for such Deposit Date and (b) Series 2001-1 Excess Principal Collections
allocated to cover any Principal Shortfall for such Deposit Date.
"Available Subordinated Amount" means, on the Series Issuance Date, the
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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 2001-1 Excess
Funding Amount since the most recent Reset Date; provided, that the
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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 $5,295,000 or 1.765% of the Invested
Amount.
"Calculation Agent" shall mean the Indenture Trustee or any other
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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
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the Class B Carry-Over Amount.
"Certificateholder Percentage" shall mean 100% minus (a) the Floating
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Allocation Percentage, when used with respect to Non-Principal Collections and
Defaulted Amount at
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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, the Amortization Period and during any Early
Amortization Period.
"Class A Carry-Over Amount" shall mean, if the Class A Note Rate for any
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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.
"Class A Controlled Accumulation Amount" shall mean an amount equal to (1)
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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 2001-1 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)
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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 2001-1 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
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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 the Amortization Period or an Early Amortization Period,
the Class A Invested Amount.
"Class A Initial Invested Amount" means $277,000,000.
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"Class A Invested Amount" shall mean, for any date, an amount equal to the
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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
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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 2001-1 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
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4.02.
"Class A Note Rate" will be equal to the lesser of (a) LIBOR plus 0.13% and
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(b) the Assets Receivables Rate for the related Payment Date.
"Class A Noteholder Charge-offs" shall have the meaning specified in
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Section 4.07.
"Class A Stated Maturity Date" shall mean February 15, 2006.
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"Class B Carry-Over Amount" shall mean, if the Class B Note Rate for any
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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)
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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 2001-1 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)
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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 2001-1 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
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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
5
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 the Amortization Period or an Early Amortization Period,
the Class B Invested Amount.
"Class B Initial Invested Amount" means $23,000,000.
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"Class B Invested Amount" shall mean, for any date, an amount equal to the
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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 2001-1
Excess 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
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4.02.
"Class B Note Rate" shall mean the lesser of (a) LIBOR plus 0.47% and (b)
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the Assets Receivables Rate for the related Payment Date.
"Class B Noteholder Charge-offs" shall have the meaning specified in
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Section 4.07.
"Class B Stated Maturity Date" shall mean February 15, 2006.
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"Deficiency Amount" shall have the meaning specified in Section 4.06(b).
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"Excess Certificateholder Percentage" shall mean, for any day, a percentage
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(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 2001-1 Allocation Percentage for such day or (b) 100% minus,
when used with respect to Principal Collections during the Accumulation Period,
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 (A) the Pool Balance as of the most recent Reset Date and (B) the
Series 2001-1 Allocation Percentage for such day.
"Excess Reserve Fund Required Amount" shall mean, for any Payment Date, an
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amount equal to the greater of (a) 5.0% of the initial principal balance of the
Series 2001-1 Notes and (b) the excess of (i) the Available Subordinated Amount
on the most recent Reset
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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
2001-1 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
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Required Amount shall not exceed the Available Subordinated Amount on the most
recent Reset Date.
"Expected Principal Payment Date" shall mean the February 2004 Payment
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Date.
"Floating Allocation Percentage" shall mean, with respect to any day, the
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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 2001-1 Allocation Percentage in respect of which
the Floating Allocation Percentage is being calculated; provided, however, that,
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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 2001-1 Allocation
Percentage with respect to the Series Cut-Off Date.
"Incremental Subordinated Amount" shall mean, for any day, the product of
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(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
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Amount and the Class B Initial Invested Amount.
"Initial Payment Date" shall mean March 15, 2001.
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"Initial Reserve Fund Deposit Amount" shall mean $1,500,000.
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"Interest Period" shall mean, with respect to any Payment Date, the period
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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
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(a) the Class A Invested Amount and (b) the Class B Invested Amount.
"Investment Proceeds" shall mean, with respect to any Payment Date, all
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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 2001-1 Allocation
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Percentage of funds held in the Collection Account and (c) funds held in the
Excess Funding Account with respect to the Series 2001-1 Excess Funding Amount,
if any.
"LIBOR" shall mean, with respect to any Interest Period, an amount
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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
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,
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however, that if such banks are not quoting as described above, LIBOR for such
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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
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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
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to any Interest Period for which LIBOR is calculated by the Calculation Agent.
"Monthly Dilution Amount" shall mean an amount equal to the Weighted
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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
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and (b) the Class B Monthly Interest.
"Monthly Servicing Fee" shall have the meaning specified in Section 3.01.
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"Note Rate" shall mean the Class A Note Rate or the Class B Note Rate.
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"Noteholder Charge-Offs" shall have the meaning specified in Section 4.07.
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"Noteholder Charge-Off Reversal Amount" shall have the meaning set forth in
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Section 4.04.
"Noteholder Defaulted Amount" shall mean, with respect to any Payment Date,
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an amount equal to the excess, if any, of (a) the product of the Series 2001-1
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
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Section 3.01.
"Noteholder Non-Principal Collections" shall mean, with respect to any
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Deposit Date, an amount equal to the Allocable Non-Principal Collections
(including any Series 2001-1 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
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Date falling in: (i) the Revolving Period, the sum of (a) the Floating
Allocation Percentage of Allocable Principal Collections plus any Series 2001-1
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, the Amortization Period
or an Early Amortization Period, the sum of (a) the Principal Allocation
Percentage then in effect of Allocable Principal Collections plus any Series
2001-1 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
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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 2001-1 Allocation Percentage for the day
in respect of which the Principal Allocation Percentage is being calculated.
"Principal Commencement Date" shall mean the Payment Date in the month
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following the month in which the Amortization Period begins.
"Principal Funding Account" shall have the meaning specified in Section
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4.03.
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"Rating Agency" shall mean, (i) with respect to the Class A Notes, each of
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Xxxxx'x, Standard & Poor's and Fitch and (ii) with respect to the Class B Notes,
Xxxxx'x and Fitch.
"Redemption Price" shall mean, with respect to any Payment Date, the sum of
----------------
(a) the aggregate outstanding principal balance of the Series 2001-1 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 2001-1 Notes (calculated on the basis of the outstanding principal
balance of the Series 2001-1 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 2001-1 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
---------------------------------
2001-1, 100%.
"Required Subordinated Amount" shall mean, initially, $25,891,817.03 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 August 2003 Payment Date, unless an Amortization Period has begun
prior to such date, 0.60%, of the outstanding principal balance of the Series
2001-1 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 Amortization Period
Commencement Date and (c) 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 2001-
-------------------------------
1, for any date, an amount equal to the sum of (a) the Invested Amount as of the
most recent Reset Date
10
(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 2001-1" shall mean the Series 0000-0 Xxxxx 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 2001-1 Allocation
Percentage.
"Series 2001-1 Accounts" shall mean the Reserve Fund and the Principal
----------------------
Funding Account.
"Series 2001-1 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.
"Series 2001-1 Allocable Miscellaneous Payments" shall mean, with respect
----------------------------------------------
to any day, the product of (a) the Series 2001-1 Allocation Percentage for the
related Collection Period and (b) Miscellaneous Payments with respect to the
related Collection Period.
"Series 2001-1 Allocation Percentage" shall mean the Series Allocation
-----------------------------------
Percentage with respect to Series 2001-1.
"Series 2001-1 Excess Funding Amount" shall mean, with respect to the
-----------------------------------
Series 2001-1 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 2001-1 Excess Funding
-------- -------
Amount shall be zero and the Series 2001-1 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 2001-1 Excess Principal Collections" shall mean, with respect to
------------------------------------------
any Deposit Date, an amount equal to the Series 2001-1 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 2001-1 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 2001-1 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 2001-1 Noteholders" shall mean the Holders of Series 2001-1 Notes.
-------------------------
"Series 2001-1 Note Owner" shall mean, with respect to a Series 2001-1 Note
------------------------
in Book Entry form, any person who is a beneficial owner of such note.
11
"Series 2001-1 Notes" shall mean the Series 0000-0 Xxxxx Backed Notes,
-------------------
substantially in the form of Exhibit A or Exhibit B, as applicable.
"Series 2001-1 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 February 1, 2001.
-------------------
"Series Issuance Date" shall mean March 6, 2001.
--------------------
"Servicing Fee Rate" shall mean, unless otherwise waived, with respect to
------------------
Series 2001-1, 1.0%.
"Special Payment Date" shall mean the Payment Date in the month following
--------------------
the month in which the Early Amortization Period begins and each Payment Date
thereafter during such 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
------------------
Xxxxx 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
12
CREATION OF THE SERIES 2001-1 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 0000-0 Xxxxx Backed Notes" (the "Series 2001-1 Notes"). Such Series
shall be comprised of two classes: the Series 2001-1 Floating Rate Automobile
Dealer Floorplan Asset Backed Notes, Class A (the "Class A Notes") and the
-------------
Series 2001-1 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.
(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 $277,000,000 and the Class B Notes in the initial aggregate principal
amount of $23,000,000.
ARTICLE III
SERVICING FEE
SECTION 3.01. Servicing Compensation. The monthly servicing fee with
----------------------
respect to Series 2001-1 (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 2001-1 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 2001-1 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 $180,000 and the Noteholder Monthly Servicing Fee
with respect to the second Payment Date will be $180,000. 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 2001-1 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 2001-1 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
13
the terms of the Trust Sale and Servicing Agreement and Section 4.04(a) of this
Series Supplement.
ARTICLE IV
RIGHTS OF SERIES 2001-1 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 2001-1 based on the Series Allocation
Percentage and shall be further allocated and distributed as set forth in this
Section 4.01.
(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, the
-------- -------
Amortization 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 the Amortization Period or an Early Amortization Period
shall be retained in the
14
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 2001-1 and retain in the Collection Account an
amount equal to the 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
2001-1 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, the Amortization 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 2001-1 Allocable Miscellaneous Payments as Noteholder Principal
Collections and apply them as provided in Section 4.01(c) or (d), as
appropriate; provided, however, Series 2001-1 Allocable Miscellaneous Payments
-------- -------
consisting of Adjustment Payments that were paid
15
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.
(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 2001-1 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 2001-1
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 2001-1 Accounts.
-------------------------------------------
(a) The Servicer, for the benefit of the Series 2001-1 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 2001-1" and shall bear a designation
16
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2001-1 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 2001-1 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 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 2001-1" and shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2001-1 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 2001-1
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
17
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 2001-1 Accounts") and in all proceeds thereof. The Series 2001-1
----------------------
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 2001-1
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 2001-1
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 2001-1 Noteholders) and shall transfer any cash and/or any
investments to such new Series 2001-1 Account. Neither the 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 2001-1
Account, except as expressly provided herein. Schedule 1, which is hereby
incorporated into and made part of this Series Supplement, identifies each
Series 2001-1 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 2001-1
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 2001-1 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 2001-1 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;
18
(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, plus the amount of any Noteholder Monthly Servicing
Fee due but not distributed to the Servicer on a prior Payment Date shall
be distributed to the Servicer (unless such amounts have 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;
(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
19
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 2001-1 Noteholders. Payments to
------------------------------------------
Series 2001-1 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 2001-1 Noteholders with respect to accrued
interest to the Series 2001-1 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.
(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, each Special Payment Date
and the Principal Commencement Date and each Payment Date thereafter 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, each Special Payment Date and the Principal
Commencement Date and each Payment Date thereafter, 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 2001-1 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
20
after making all required distributions and deposits with respect to the Series
2001-1 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.
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 2001-1 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 2001-1 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
21
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 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 2001-1 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 2001-1 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
22
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 2001-1 Excess Principal Collections and treat as Available Noteholder
Principal Collections an amount equal to the Series 2001-1 Principal Shortfall,
to the extent available. In the event there is no Series 2001-1 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 September 2003 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.
SECTION 4.10. Amortization Period Commencement Date; Amortization Period.
----------------------------------------------------------
Beginning on February 1, 2002, the Servicer may elect to terminate the automatic
extension of the Amortization Period Commencement Date. The Servicer shall
deliver notice of such election to the Indenture Trustee and the Owner Trustee,
which notice shall specify the effective date of the termination of the
automatic extension of the Amortization Period Commencement Date. If notice is
given on the first day of a Collection Period, the Amortization Period
Commencement Date shall be the first day of the following Collection Period and
if such notice is given on any other day in a Collection Period, the
Amortization Period Commencement Date shall be the first day of the second
succeeding Collection Period. The Amortization Period shall begin on the close
of business on the day immediately preceding such Amortization Period
Commencement Date and continue until the earliest of (a) the date an Early
Amortization Period commences and (b) the date the outstanding principal amount
of the Series 2001-1 Notes is paid in full.
SECTION 4.11. Excess Funding Account. On the Business Day immediately
----------------------
following the last day of the Revolving Period, an amount equal to the Series
2001-1 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 2001-1
Noteholders will not be entitled to any funds on deposit in the Excess Funding
Account.
23
ARTICLE V
DISTRIBUTIONS AND REPORTS
TO SERIES 2001-1 NOTEHOLDERS
SECTION 5.01. Distributions.
-------------
(a) On each Payment Date, the Indenture Trustee shall distribute to each
Series 2001-1 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 2001-1 Notes held by such
Noteholder) of the amounts on deposit in the Series 2001-1 Accounts as is
payable to such class of Series 2001-1 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 2001-1 Noteholders hereunder shall
be made by check mailed to each Series 2001-1 Noteholder at such Noteholder's
address appearing in the Note Register without presentation or surrender of any
Series 2001-1 Note or the making of any notation thereon; provided, however,
-------- -------
that, with respect to Series 2001-1 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 2001-1 Noteholders.
---------------------------------------------------
(a) On or prior to each Payment Date (including each date that corresponds
to the Expected Principal Payment Date, each Special Payment Date or the
Principal Commencement Date and each Payment Date thereafter), 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
2001-1 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 2001-1 Notes:
(i) the aggregate amount of Collections, the aggregate amount of
Non-Principal Collections and the aggregate amount of Principal Collections
processed 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;
24
(iv) the amount of such distribution allocable to principal on each
class of Series 2001-1 Notes;
(v) the amount of such distribution allocable to interest on each
class of Series 2001-1 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 the Class A Noteholder Charge-Offs and the Class
B 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;
(xii) the outstanding principal balance of each class of Series 2001
-1 Notes for such Payment Date (after giving effect to all distributions
which will occur on such Payment Date);
(xiii) the Available Subordinated Amount as of the last day of the
preceding Collection Period;
(xiv) the Reserve Fund balance for such date;
(xv) the balance of the Principal Funding Account with respect to
such date; and
(xvi) the Accumulation Period Commencement Date then in effect and,
if applicable, the date the automatic extension was terminated.
(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.
(c) On or before April 30 of each calendar year, beginning with calendar
year 2002, 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 2001-1
Noteholder (or Note Owner), a report prepared by the Servicer containing the
information which is required to be contained in the statement to Series 2001-1
Noteholders as set forth in paragraph (a) above,
25
aggregated for such calendar year or the applicable portion thereof during which
such Person (or any related Note Owner) was a Series 2001-1 Noteholder (or Note
Owner). The Servicer shall prepare and the Indenture Trustee shall furnish to
each person who was a Series 2001-1 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 2001-1 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 2001-1
Noteholders, be deemed to be an Early Amortization Event solely with respect to
Series 2001-1:
(i) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than 25%;
(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 2001-1 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 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
26
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 2001-1 Notes and the declaration that the Series 2001-1 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 2001-1
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 2001-1 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 2001-1 Noteholders
holding Series 2001-1 Notes evidencing more than 50% of the aggregate unpaid
principal amount of the Controlling Class of the Series 2001-1 Notes, by written
notice to the Certificateholders and the Servicer (and the Indenture Trustee, if
such notice is given by Series 2001-1 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 2001-1 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.
ARTICLE VII
OPTIONAL REDEMPTION
27
SECTION 7.01. Optional Redemption.
-------------------
(a) On any Payment Date occurring after the date on which the aggregate
outstanding principal balance of the Series 2001-1 Notes is reduced to
$30,000,000 or less (which amount shall equal 10% of the initial outstanding
principal balance of the Series 2001-1 Notes), the Servicer shall have the
option to redeem the Series 2001-1 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 2001-1 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 2001-1 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 Series 2001-1 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 2001-1 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.
28
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 2001-1 (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 2001-1
(for the Collection Period in which such Class B Stated 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
29
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 2001-1 Notes has occurred and the Series
2001-1 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 2001-1 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 2001-1 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 2001-1 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 2001-1 Noteholders shall
not receive any additional payments with respect to the Series 2001-1 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 the Rating Agencies to the effect that such new Indenture Trustee
will have a perfected and first priority interest in any instruments evidencing
the Receivables.
30
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.
SECTION 9.05. 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.
31
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 USA, National
Association, not in its individual
capacity but solely as Owner Trustee
By: ___________________________________________
Name:
Title:
BNY MIDWEST TRUST COMPANY,
As successor-in-interest to the corporate trust
administration of Xxxxxx Trust and Savings
Bank, as Indenture Trustee
By: ___________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
Acknowledged and Accepted:
WORLD OMNI FINANCIAL CORP.,
Servicer
By:_____________________________
Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
EXHIBIT A
[FORM OF CLASS A NOTE]
REGISTERED $___________
No. R-_
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO.00000XXX0
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 2001-1 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 2001-1 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
A-1
"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 BNY Midwest Trust
Company (as successor-in-interest to the corporate trust administration of
Xxxxxx Trust and Savings Bank), the Indenture Trustee (the "Indenture Trustee"),
-----------------
and the Series 2001-1 Supplement (the "Series 2001-1 Supplement") thereto dated
------------------------
as of March 6, 2001, 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 ___________________________ ($______________)
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 February 15, 2006 (the "Class A Stated Maturity
-----------------------
Date"). The Issuer will pay interest on this Note at the rate per annum equal
----
to LIBOR plus 0.13% 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
A-2
entitled to any benefit under the Indenture referred to on the reverse hereof or
be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
Dated: March 6, 2001 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:
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: March 6, 2001 BNY MIDWEST TRUST COMPANY, not in its
individual capacity but solely as
Indenture Trustee
By: _________________________
Authorized Officer
A-4
REVERSE OF NOTE
This Note is one of a duly authorized issue of the Issuer designated
as its Series 2001-1, 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 BNY Midwest Trust Company, an Illinois
---------
banking corporation (as successor in interest to the corporate trust
administration of Xxxxxx Trust and Savings Bank), 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,
A-5
sequestrator or other similar official of WODFI LLC or the Issuer or any
substantial part of 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" means 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.
A-6
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.
A-7
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.
A-8
EXHIBIT B
[FORM OF CLASS B NOTE]
REGISTERED $___________
No. R-_
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. 00000XXX0
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 2001-1 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 2001-1 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)
B-1
dated as of April 6, 2000, between the Trust and BNY Midwest Trust Company (as
successor-in-interest to the corporate trust administration of Xxxxxx Trust and
Savings Bank), the Indenture Trustee (the "Indenture Trustee"), and the Series
-----------------
2001-1 Supplement (the "Series 2001-1 Supplement") thereto dated as of March 6,
------------------------
2001, 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 ______________________________
($_____________) 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 February 15, 2006 (the
"Class B Stated Maturity Date"). The Issuer will pay interest on this Note at
----------------------------
the rate per annum equal to LIBOR plus 0.47% 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.
B-2
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.
B-3
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
Dated: March 6, 2001 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:
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: March 6, 2001 BNY MIDWEST TRUST COMPANY, not in
its individual capacity but solely as Indenture
Trustee
By: _________________________
Authorized Officer
B-4
REVERSE OF NOTE
This Note is one of a duly authorized issue of the Issuer designated as
its Series 2001-1, 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 BNY Midwest Trust Company, an Illinois banking corporation (as
successor in interest to the corporate trust administration of Xxxxxx Trust and
Savings Bank), 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 Indenture, 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,
B-5
sequestrator or other similar official of WODFI LLC or the Issuer or any
substantial part of 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" means 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.
B-6
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 obligations, 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.
B-7
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.
B-8
EXHIBIT C
[FORM OF MONTHLY PAYMENT DATE STATEMENT]
C-1
SCHEDULE 1
SERIES 2001-1 ACCOUNTS
----------------------
Series 2001-1 Reserve Account
-----------------------------
The Bank of New York, NY
ABA # 000000000
GLA # 000-000
XXX # 000000
REF: World Omni 2001-1 Reserve Account
Attn: Xxxxx Xxxxxxx (000) 000-0000
Series 2001-1 Principal Funding Account
---------------------------------------
The Bank of New York, NY
ABA # 000000000
GLA # 000-000
XXX # 000000
REF: World Omni 2001-1 Principal Funding Account
Attn: Xxxxx Xxxxxxx (000) 000-0000
