EXHIBIT 10.15
AMENDMENT NO. 5
TO
SUPPORT AGREEMENT
AMENDMENT NO. 5 TO SUPPORT AGREEMENT, dated as of September
23, 1998 (the "Amendment"), made by World Omni Financial Corp., a Florida
corporation ("World Omni") having its principal place of business at 000 X.X.
00xx Xxxxxx, Xxxxxxxxx Xxxxx, XX 00000, and World Omni Lease Securitization
L.P., a Delaware limited partnership ("XXXX XX").
RECITALS
A. World Omni is the sole limited partner of XXXX XX. The sole
general partner of XXXX XX was World Omni Lease Securitization, Inc., a Delaware
corporation ("WOLSI") and a wholly owned subsidiary of World Omni. As of
September 23, 1998, the sole general partner of XXXX XX is World Omni Lease
Securitization, LLC, a Delaware limited liability company ("XXXX LLC") and a
wholly owned subsidiary of World Omni into which WOLSI was merged. In order to
better assure XXXX XX that it will be able to meet its financial obligations as
and when they become due and payable, and therefore to assist XXXX XX in
inducing third parties to enter into financial arrangements with it as it deems
desirable, the undersigned have entered into a Support Agreement dated as of
October 1, 1995, as amended by Amendment No. 1 to Support Agreement dated as of
May 1, 1996, Amendment No. 2 to Support Agreement dated as of October 1, 1996,
Amendment No. 3 to Support Agreement dated as of May 1, 1997, and Amendment No.
4 to Support Agreement dated as of October 1, 1997 (as so amended, the "Support
Agreement") to provide support to XXXX XX in maintaining a favorable financial
condition, and desires to amend the Support Agreement to provide additional
support to XXXX XX.
B. For the foregoing reasons, and for other good and valuable
consideration, receipt of which is hereby acknowledged, World Omni, having a
financial interest in XXXX XX, and XXXX XX, intending to be legally bound,
hereby agree as follows:
Section 1. Definitions.
For all purposes of this Amendment, except as otherwise
expressly provided for or unless the context otherwise requires, (a) unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings attributed to them by the Second Amended and Restated Assignment
Agreement, (b) all terms used in this Amendment include (i) all genders and (ii)
the plural as well as the singular, (c) all references to words such as
"herein", "hereof" and the like shall refer to this Amendment as a whole and not
to any particular article or sections
within this Amendment, (d) the term "include" and all variations thereon shall
mean "include without limitation", and (e) the term "or" shall include "and/or".
Section 2. Amendment of Section 1.
Section 1 of the Support Agreement is hereby amended by
deleting the term "WOLSI" in the second line thereof and inserting in its place
the term "XXXX LLC" and by deleting the statement beginning on the third line
thereof that reads "and World Omni owns all capital stock of WOLSI" and
inserting in its place "and World Omni owns all membership interests in XXXX
LLC".
Section 3. Amendment of Section 2.
Section 2 of the Support Agreement is hereby amended by
deleting the statement beginning on the third line thereof that reads "100% of
the capital stock of WOLSI" and inserting in its place "100% of the membership
units of XXXX LLC" and by deleting the term "WOLSI" in the fourth line thereof
and inserting in its place the term "XXXX LLC".
Section 4. Amendment of Section 5.
Section 5 of the Support Agreement is hereby amended by
deleting the term "WOLSI" in the second line thereof and inserting in its place
the term "XXXX LLC".
Section 5. Effect of Amendment.
Other than as specifically amended in this Amendment, the
Support Agreement remains in full force and effect and is hereby reaffirmed in
all respects, and all references therein to the "Agreement" shall be deemed to
refer to the Support Agreement, as amended by this Amendment.
Section 6. Governing Law.
THIS AMENDMENT SHALL BE CREATED UNDER THE LAWS AND GOVERNED BY
AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO
ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.
Section 7. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Amendment shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provision or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions of
this
Amendment. To the extent permitted by law, the parties hereto waive any
provision of law that renders any provision of this Amendment invalid or
unenforceable in any respect.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the undersigned have caused this Amendment
No. 5 to Support Agreement to be duly executed as of the date first set forth
above.
WORLD OMNI FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
WORLD OMNI LEASE SECURITIZATION L.P.
By: World Omni Lease Securitization,
LLC, its general partner
By: World Omni Financial Corp., as managing
member
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
