Exhibit 3.8
ASSIGNMENT OF GENERAL PARTNER INTEREST
AND AMENDMENT TO AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
AUTO LEASE FINANCE L.P.
This Assignment of General Partner Interest and Amendment to
the Amended and Restated Limited Partnership Agreement of Auto Lease Finance
L.P., dated as of September 23, 1998 (this "Assignment and Amendment
Agreement"), is entered into by and among Auto Lease Finance, Inc., a Delaware
corporation, as the initial general partner of the Partnership (as defined
below) (the "Initial General Partner"), Auto Lease Finance LLC, a Delaware
limited liability company, as the new general partner of the Partnership (the
"New General Partner") and World Omni Financial Corp., a Florida corporation, as
the sole limited partner of the Partnership (the "Limited Partner").
W I T N E S S E T H :
WHEREAS, Auto Lease Finance L.P., (the "Partnership") has been
formed as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (6 Del.C. ss.17-101, et seq.) (the "Act") pursuant to a
Certificate of Limited Partnership of the Partnership, as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on
June 9, 1994 (the "Certificate"), and a Limited Partnership Agreement of the
Partnership, dated as of June 9, 1994, as such agreement was amended and
restated on July 1, 1994, by the Amended and Restated Agreement of Limited
Partnership of the Partnership (as amended and restated, the "Agreement");
WHEREAS, the Initial General Partner is the sole general
partner of the Partnership and the Limited Partner is the sole limited partner
of the Partnership;
WHEREAS, the Initial General Partner and the Limited Partner
desire to take certain actions required under the Agreement to permit the merger
of the Initial General Partner with and into the New General Partner (the
"Merger"), and to effect the admission of the New General Partner as a successor
general partner of the Partnership, which shall be deemed to occur
contemporaneous with the effectiveness of the Merger;
WHEREAS, the New General Partner desires to be admitted to the
Partnership as a successor general partner of the Partnership, immediately
before the effectiveness of the Merger;
WHEREAS, immediately after the effectiveness of the Merger,
the New General Partner desires to Transfer a portion of its Partnership
Interest to the Limited Partner such that, following the Transfer, the New
General Partner shall have a .1% interest in the Partnership and the Limited
Partner shall have a 99.9% interest in the Partnership;
WHEREAS, contemporaneous with the effectiveness of the Merger,
the Partnership will no longer be considered an entity classified as a
partnership for federal income tax purposes; and
WHEREAS, the undersigned, being all of the partners of the
Partnership, to accomplish the foregoing, desire to amend the Agreement in the
manner set forth herein.
Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings attributed to them in the Agreement.
NOW, THEREFORE, the undersigned, in consideration of the
premises, covenants and agreements contained herein, do hereby agree as follows:
1. Assignment. Notwithstanding any provision in the Agreement
to the contrary, the Initial General Partner acknowledges that (i) the merger
agreement dated as of the date hereof between the Initial General Partner and
the New General Partner, (ii) the Certificate of Merger of the Initial General
Partner with and into the New General Partner as filed with the Secretary of
State on the date hereof, and (iii) this Assignment and Amendment Agreement,
have been received by it and together constitute written instruments in form
acceptable to it evidencing the Transfer of the Initial General Partner's
Partnership Interest to the New General Partner, as required by clause (i) of
Section 8.02(a) of the Agreement. The parties acknowledge that all approvals
have been obtained for the Transfer of the Initial General Partner's Partnership
Interest to the New General Partner as would be required under each Securitized
Financing for the amendment of documents and agreements with respect thereto, as
required by clause (ii) of Section 8.02(a) of the Agreement.
2. Admission. Notwithstanding any provision in the Agreement
to the contrary, the New General Partner is hereby admitted to the Partnership
as a general partner of the Partnership. The admission shall be effective
contemporaneous with the Merger and upon the filing of an amendment to the
Certificate (in the form attached as Exhibit A hereto) in the office of the
Secretary of State which reflects the fact that the New General Partner is a
general partner of the Partnership, and shall occur, and for all purposes shall
be deemed to have occurred, contemporaneous with the Merger.
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3. Withdrawal. Notwithstanding any provision in the Agreement
to the contrary, the Initial General Partner hereby withdraws from the
Partnership as a general partner of the Partnership. The withdrawal shall be
effective upon the Merger and upon the filing of an amendment to the Certificate
in the office of the Secretary of State which reflects the fact that the Initial
General Partner is no longer a general partner of the Partnership and shall
occur, and for all purposes shall be deemed to have occurred, contemporaneous
with the admission of the New General Partner to the Partnership as a general
partner of the Partnership.
4. Continuation. The parties hereto agree that following the
withdrawal of the Initial General Partner from the Partnership as a general
partner of the Partnership, the New General Partner is authorized to and hereby
agrees to continue the business of the Partnership without dissolution. In
addition, all references to the "General Partner" in the Agreement shall be
deemed to refer to the New General Partner, all references to the issued and
outstanding shares of common stock of the Initial General Partner shall be
deemed instead to refer to the aggregate membership interests in the New General
Partner and all references to the General Partner being a corporation shall be
deemed instead to refer to a limited liability company and any other term or
provision in the Agreement that is inconsistent with the foregoing is hereby
deemed to be modified accordingly.
5. Amendment Regarding Tax Provisions. The parties hereby
amend the Agreement to delete all of Article Six, Financial Allocations and
Distributions, except for Sections 6.02, 6.07 and 6.08, which are hereby
renumbered to be Sections 6.01, 6.02 and 6.03, respectively. The parties
acknowledge that all approvals have been obtained for this amendment as would be
required under each Securitized Financing for the amendment of documents and
agreements with respect thereto, as required by clause (ii) of Section 8.02(a)
of the Agreement.
6. Transfer of Partnership Interest. Notwithstanding anything
to the contrary contained in the Agreement, the New General Partner and the
Limited Partner hereby agree that the Partnership Interest of the New General
Partner shall for all purposes, be .1% and the Partnership Interest of the
Limited Partner shall for all purposes be 99.9% and that the New General Partner
and the Limited Partner hereby consent to such Transfer of the New General
Partner's Partnership Interest to the Limited Partner as is necessary to
accomplish the foregoing and hereby consent to the amendment of all relevant
provisions of the Agreement so as to reflect the foregoing.
7. Waiver. The Initial General Partner and the Limited Partner
waive the provisions of Section 8.01 of the Agreement that prohibit any of the
foregoing, and acknowledge that such waiver has been approved by each of them
and has been approved as required under each Securitized Financing with regards
to amendment of documents and agreements with respect thereto, as required by
Section 10.10 of the Agreement.
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8. Books and Records. The general partner of the Partnership
shall take all actions necessary under the Act and the Agreement, including
causing the amendment of the Agreement, to evidence the withdrawal of Initial
General Partner from the Partnership as a general partner of the Partnership and
the admission of the New General Partner to the Partnership as a general partner
of the Partnership.
9. Future Cooperation. Each of the parties hereto agrees to
cooperate at all times from and after the date hereof with respect to all of the
matters described herein, and to execute such further assignments, releases,
assumptions, amendments of the Agreement, notifications and other documents as
may be reasonably requested for the purpose of giving effect to, or evidencing
or giving notice of, the transactions contemplated by this Assignment and
Amendment Agreement.
10. Binding Effect. This Assignment and Amendment Agreement
shall be binding upon, and shall enure to the benefit of, the parties hereto and
their respective successors and assigns.
11. Execution in Counterparts. This Assignment and Amendment
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
12. Agreement in Effect. Except as hereby amended, the
Agreement shall remain in full force and effect.
13. Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Assignment and Amendment Agreement shall
for any reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Assignment and Amendment Agreement and
shall in no way affect the validity or enforceability of other provisions of
this Assignment and Amendment Agreement. To the extent permitted at law, the
parties hereto waive any provision of law that renders any provision of this
Assignment and Amendment Agreement invalid or unenforceable in any respect.
14. Governing Law. This Assignment and Amendment Agreement
shall be governed by, and interpreted in accordance with, the laws of the State
of Delaware, all rights and remedies being governed by such laws.
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IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Amendment Agreement to be duly executed as of the day and year
first above written.
AUTO LEASE FINANCE LLC, as
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
WORLD OMNI FINANCIAL CORP., as
Limited Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
AUTO LEASE FINANCE, INC. as
Withdrawing General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Assistant Treasurer
