Exhibit 10.6
AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED
SERVICING AGREEMENT
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SERVICING AGREEMENT,
dated as of September 23, 1998 (the "Amendment"), between VT INC., as trustee
(together with its successors and permitted assigns, the "Origination Trustee")
of WORLD OMNI LT, an Alabama trust (the "Origination Trust"), and WORLD OMNI
FINANCIAL CORP., a Florida corporation (together with its successors and
permitted assigns, the "Company" or, in its capacity as servicer, the
"Servicer").
RECITALS
A. The undersigned are parties to the Second Amended and Restated
Servicing Agreement dated as of July 1, 1994 (the "Original Agreement").
B. The undersigned desire to amend the Original Agreement to make
certain changes related to the merger of ALFI, the former general partner of
ALFI LP (as each is defined in the Original Agreement), with and into Auto Lease
Finance LLC, a Delaware limited liability company.
NOW, THEREFORE, in consideration of the foregoing and for other
consideration, the receipt and sufficiency of which are acknowledged, the
parties 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 Original 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 1.01.
The following defined term is hereby added between "ALFI" and ALFI LP"
in Section 1.01:
"ALFI LLC" means Auto Lease Finance LLC, a Delaware limited
liability company, the successor to Auto Lease Finance, Inc.
Section 3. Amendment of Section 2.01.
Clause (A) of Section 2.01(b)(ii)(B)(1)(ii) is hereby amended and
restated in its entirety as follows:
(A) the Servicer, either (x) as the sole stockholder of ALFI prior to
June 1, 1994, (y) as the owner of a 99% limited partnership
interest in ALFI LP and as the sole stockholder of the general
partner and the owner of the 1% general partnership interest in
ALFI LP from June 1, 1994 until the date hereof, and (z) as the
owner of a 99.9% limited partnership interest in ALFI LP and as
the sole member of ALFI LLC, the general partner and the owner of
the 0.1% general partnership interest in ALFI LP, from and after
the date hereof, has made a capital contribution to the UTI Holder
("Servicer Capital Contribution") during the period since the last
Servicer reimbursement pursuant to this Section 2.01(b)(ii)(B)(1)
equal to the aggregate reserve or overcollateralization
requirement with respect to any borrowings made during such period
by the UTI Holder pursuant to any Securitized Financing secured by
a UTI Pledge (as reflected in the most recent borrowing base
certificate with respect thereto), and
Section 4. Amendment of Section 5.14.
Section 5.14 is hereby amended and restated in its entirety as follows:
The Servicer covenants and agrees that prior to the date which
is one year and one day after the date upon which all obligations under
each Securitized Financing have been paid in full, it will not
institute against, or join any other Person in instituting against, (i)
ALFI, ALFI LP, World Omni Lease Securitization L.P. or any other
Special Purpose Affiliate, (ii) ALFI LLC, World Omni Lease
Securitization LLC or any other general partner of a Special Purpose
Affiliate that is a partnership, (iii) any manager (other than World
Omni Financial Corp.) of a limited liability company that is a general
partner of a Special Purpose Affiliate that is a partnership or that
itself is a Special Purpose Affiliate, or (iv) the Origination Trustee
or the Origination Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law. This Section shall survive
the termination of this Agreement or the resignation or removal of the
Servicer under this Agreement.
Section 5. Amendment of Section 5.07.
Section 5.07 is hereby amended and restated in its entirety as follows:
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted
assigns, and all such provisions also shall inure to the benefit of the
Origination Trustee, on behalf of the Origination Trust. Further, all
references herein to Persons or entities other than parties hereto
shall be deemed to refer to the successors and permitted assigns of
such persons, to the extent that such construction is reasonably
possible; to the extent that such construction is not reasonably
possible, the parties hereto shall amend this Agreement so as to effect
the original intent of the parties as closely as possible in an
acceptable manner.
- 2 -
Section 6. Effect of Amendment.
Other than as specifically amended by this Amendment, the
Original Agreement remains in full force and effect and is hereby reaffirmed in
all respects. Further, all references therein to the "Agreement" shall be deemed
to refer to the Original Agreement, as amended by this Amendment.
Section 7. Governing Law.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ANY
OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.
Section 8. 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.
- 3 -
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first set forth above.
WORLD OMNI FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
VT INC., as trustee of World Omni LT
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Title: President
AUTO LEASE FINANCE L.P., solely for purposes of
Section 2.14 of the Original Agreement
By: Auto Lease Finance LLC, its general partner
By: World Omni Financial Corp., as managing member
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
- 4 -
