Exhibit 99.1
Execution Copy
RECEIVABLES PURCHASE AGREEMENT
by and between
WORLD OMNI FINANCIAL CORP.
and
WORLD OMNI AUTO RECEIVABLES LLC
Dated as of February 1, 2005
TABLE OF CONTENTS
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Page No.
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ARTICLE I Certain Definitions
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1
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SECTION 1.01
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Definitions
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1
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ARTICLE II Conveyance of
Receivables
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2
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SECTION 2.01
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Conveyance of
Receivables
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2
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SECTION 2.02
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Purchase
Price
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2
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SECTION 2.03
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Intention of
Parties
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3
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SECTION 2.04
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The
Closing
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3
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SECTION 2.05
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Covenant
Regarding Subsequent Receivables
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3
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ARTICLE III Representations and
Warranties
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4
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SECTION 3.01
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Representations
and Warranties of WOAR
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4
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SECTION 3.02
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Representations
and Warranties of World Omni
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5
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ARTICLE IV Conditions
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6
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SECTION 4.01
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Conditions to
Obligation of WOAR
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6
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SECTION 4.02
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Conditions to
Obligation of World Omni
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7
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ARTICLE V Covenants of World
Omni
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7
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SECTION 5.01
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Protection of
Right, Title and Interest
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7
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SECTION 5.02
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Other Liens or
Interests
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8
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SECTION 5.03
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Indemnification
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8
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ARTICLE VI Miscellaneous
Provisions
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8
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SECTION 6.01
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Obligations of
World Omni
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8
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SECTION 6.02
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Repurchase
Events
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8
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SECTION 6.03
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WOAR Assignment
of Repurchased Receivables
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8
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SECTION 6.04
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The
Trust
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9
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SECTION 6.05
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Amendment
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9
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SECTION 6.06
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Accountants’ Letters
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9
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SECTION 6.07
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Waivers
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9
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SECTION 6.08
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Notices
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10
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SECTION 6.09
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Costs and
Expenses
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10
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SECTION 6.10
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Representations
of World Omni and WOAR
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10
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SECTION 6.11
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Confidential
Information
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10
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SECTION 6.12
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Headings and
Cross-references
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10
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SECTION 6.13
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GOVERNING
LAW
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10
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SECTION 6.14
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Counterparts
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10
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EXHIBIT A
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Initial RPA
Assignment
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EXHIBIT B
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Subsequent
Transfer RPA Assignment
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SCHEDULE I
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Schedule of
Receivables
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i
RECEIVABLES PURCHASE AGREEMENT
This RECEIVABLES PURCHASE AGREEMENT
dated as of February 1, 2005, is between World Omni Financial
Corp., a Florida corporation (“ World Omni ”),
and World Omni Auto Receivables LLC, a Delaware limited liability
company (“ WOAR ”).
WHEREAS, in the regular course of
its business, World Omni has originated and purchased from motor
vehicle dealers certain motor vehicle retail installment sale
contracts secured by new and used automobiles and light-duty
trucks;
WHEREAS, WOAR wishes to purchase on
the date hereof and from time to time during the Funding Period the
Receivables (as hereinafter defined) and to transfer the
Receivables to World Omni Auto Receivables Trust 2005-A (the
“ Trust ”), which will issue and transfer to
WOAR the $168,000,000 Class A-1, 2.78% Asset-Backed Notes, Series
2005-A (the “ Class A-1 Notes ”), the
$190,000,000 Class A-2, 3.25% Asset-Backed Notes, Series 2005-A
(the “ Class A-2 Notes ”), the $252,000,000
Class A-3, 3.54% Asset-Backed Notes, Series 2005-A (the “
Class A-3 Notes ”), the $157,675,000 Class A-4, 3.82%
Asset-Backed Notes, Series 2005-A (the “ Class A-4
Notes ”) and the $32,325,000 Class B, 3.80% Asset-Backed
Notes, Series 2005-A (the “ Class B Notes ” and,
together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, the “ Notes
”), with the interest and principal payments on the Notes to
be secured by the Receivables, and issue and transfer to WOAR the
Certificates representing fractional undivided interests in the
property of the Trust including the Receivables, subject to the
rights of the Indenture Trustee on behalf of the
Noteholders;
WHEREAS, World Omni has agreed to
make certain representations and warranties relating to the
Receivables and to pay certain expenses and amounts with respect
hereto; and
WHEREAS, World Omni and WOAR wish to
set forth the terms pursuant to which World Omni will sell the
Receivables to WOAR.
NOW, THEREFORE, in consideration of
the foregoing, other good and valuable consideration and the mutual
terms and covenants contained herein, the parties hereto agree as
follows:
ARTICLE I
Certain
Definitions
SECTION 1.01 Definitions .
Capitalized terms used but not otherwise defined in this Agreement
shall have the respective meanings assigned them in Part I of
Appendix A to the Sale and Servicing Agreement of even date
herewith by and among the Trust, WOAR and World Omni, as Servicer,
as it may be amended, supplemented or modified from time to time.
All references herein to “the Agreement” or “this
Agreement” are to this Receivables Purchase Agreement as it
may be amended, supplemented or modified from time to time, the
exhibits hereto and the capitalized terms used herein which are
defined in such Appendix A , and all references herein to
Articles, Sections and subsections are to Articles, Sections or
subsections of
1
this Agreement unless otherwise specified. The
rules of construction set forth in Part II of such Appendix
A shall be applicable to this Agreement.
ARTICLE II
Conveyance of
Receivables
SECTION 2.01 Conveyance of
Receivables . In consideration of WOAR’s delivery to or
upon the order of World Omni of the Purchase Price, World Omni does
hereby sell, transfer, assign, set over and otherwise convey to
WOAR, without recourse (subject to the obligations of World Omni
herein), (i) on the Closing Date pursuant to a written assignment
substantially in the form of Exhibit A (the “
Initial RPA Assignment ”), and (ii) on each Subsequent
Transfer Date (each, together with the Closing Date, a “
Purchase Date ”), pursuant to an assignment
substantially in the form of Exhibit B (each, a “
Subsequent Transfer RPA Assignment ” and, together
with the Initial RPA Assignment, each an “ RPA
Assignment ”) up to the Available Purchase Amount all
right, title and interest of World Omni, whether now owned or
hereafter acquired, and wherever located, in and to the following
(but none of the obligations of World Omni with respect
to):
(a) the Receivables identified in
the applicable RPA Assignment (all of which are identified in World
Omni’s computer files by a code indicating the Receivables
are owned by the Trust and pledged to the Indenture Trustee) and
all monies received thereon after the applicable Cutoff
Date;
(b) the security interests in, and
the liens on, the Financed Vehicles granted by Obligors in
connection with the Receivables identified in the applicable RPA
Assignment and any other interest of World Omni in the Financed
Vehicles;
(c) any proceeds with respect to the
Receivables identified in the applicable RPA Assignment from claims
on any physical damage, credit life or disability insurance
policies covering the Financed Vehicles or Obligors;
(d) any Financed Vehicle that shall
have secured a Receivable identified in the applicable RPA
Assignment and shall have been acquired by or on behalf of World
Omni, WOAR, or, upon the assignment contemplated by the Sale and
Servicing Agreement, the Servicer or the Trust;
(e) all “accounts,”
“chattel paper,” “general intangibles” and
“promissory notes” (as such terms are defined in the
Uniform Commercial Code as from time to time in effect)
constituting or relating to the foregoing; and
(f) the proceeds of any and all of
the foregoing; provided, however, that the foregoing items (a)
through (f) shall not include the Purchase Price.
SECTION 2.02 Purchase Price .
(a) In consideration for the purchase of the Initial Receivables
and related assets pursuant to Section 2.01 hereof, WOAR
shall pay to World Omni on the Closing Date an amount equal to the
aggregate Starting Principal Balance for such Initial Receivables
(with respect to such Receivables, the “ Purchase
Price ”) and World Omni shall
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execute and deliver to WOAR an RPA Assignment
with respect to such Initial Receivables and related assets. On the
Closing Date, a portion of such Purchase Price payable on such date
equal to approximately $548,991,075.18 shall be paid to World Omni
in immediately available funds and the balance of the Purchase
Price $56,220,308.54 shall be recorded as a capital contribution to
WOAR from World Omni.
(b) In consideration for the
purchase of Subsequent Receivables and related assets pursuant to
Section 2.01 hereof, WOAR shall pay to World Omni the
Aggregate Starting Receivables Balance for such Subsequent
Receivables (with respect to such Receivables, the “Purchase
Price”) and World Omni shall execute and deliver to WOAR an
RPA assignment with respect to such Subsequent Receivables and
related assets. On each Subsequent Transfer Date, a portion of such
Purchase Price payable on such date equal to the amount if any,
specified by World Omni shall be paid to World Omni in the form of
a capital contribution to WOAR and the remainder shall be paid to
World Omni in immediately available funds.
SECTION 2.03 Intention of
Parties . It is the intention of World Omni and WOAR that each
assignment and transfer contemplated herein and by the related RPA
Assignment shall constitute (and shall be construed and treated for
all purposes, other than for tax purposes, as) a true and complete
sale of the Receivables identified in the related RPA Assignment
and other property specified in Section 2.01 hereof,
conveying good title thereto free and clear of any liens and
encumbrances, from World Omni to WOAR. However, in the event that
any such conveyance is deemed to be a pledge to secure a loan (in
spite of the express intent of the parties hereto that such
conveyance constitutes, and shall be construed and treated for all
purposes, other than for tax purposes, as a true and complete
sale), World Omni hereby grants to WOAR a first priority perfected
security interest in all of World Omni’s right, title and
interest in, to and under the Receivables identified in the related
RPA Assignment and other property specified in Section 2.01
hereof whether now existing or hereafter created to secure the loan
deemed to be made in connection with such pledge and, in such
event, this Agreement shall constitute a security agreement under
applicable law.
SECTION 2.04 The Closing .
Each sale and purchase of the Receivables shall take place at a
closing (the “ Closing ”) at a place, on a date
and a time mutually agreeable to World Omni and WOAR and may occur
simultaneously with the closing of any related transactions
contemplated by (a) the Sale and Servicing Agreement and (b) the
Indenture.
SECTION 2.05 Covenant Regarding
Subsequent Receivables . World Omni covenants to deliver and
sell to WOAR pursuant to Section 2.01 on or prior to the end
of the Funding Period Subsequent Receivables with an aggregate
Starting Principal Balance equal to the amount of the Pre-Funding
Account Initial Deposit provided that it has originated sufficient
Subsequent Receivables that satisfy the eligibility criteria
specified in Section 2.03 of the Sale and Servicing
Agreement.
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ARTICLE III
Representations and
Warranties
SECTION 3.01 Representations and
Warranties of WOAR . WOAR hereby represents and warrants to
World Omni as of each Purchase Date:
(a) Organization and Good
Standing . WOAR has been duly organized and is validly existing
as a limited liability company in good standing under the laws of
the State of Delaware, with the power and authority to own its
properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had
at all relevant times, and has, the power, authority and legal
right to acquire and own the Receivables.
(b) Due Qualification . WOAR
is duly qualified to do business as a foreign limited liability
company in good standing, and has obtained all necessary material
licenses and approvals, in all jurisdictions in which the ownership
or lease of its property or the conduct of its business shall
require such qualifications, except where the failure to be so
qualified or to have obtained such licenses or approvals would not
have a material adverse effect on WOAR’s earnings, business
affairs or business prospects.
(c) Power and Authority .
WOAR has the requisite power and authority to execute and deliver
this Agreement and to carry out its terms, and the execution,
delivery and performance of this Agreement have been duly
authorized by WOAR by all necessary action.
(d) No Violation . The
consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not (i) conflict with,
result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default
under, the limited liability company agreement of WOAR; (ii)
breach, conflict with or violate any of the material terms or
provisions of, or constitute (with or without notice or lapse of
time) a default under, any indenture, agreement or other instrument
to which WOAR is a party or by which it is bound; (iii) result in
the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other
instrument (other than the Sale and Servicing Agreement, the
Indenture and the Trust Agreement); or (iv), to the best of
WOAR’s knowledge, violate any order, rule or regulation
applicable to WOAR of any court or of any federal or state
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over WOAR or its properties
except, in the case of clauses (ii), (iii) and (iv), for such
breaches, defaults, conflicts, liens or violations that would not
have a material adverse effect on WOAR’s earnings, business
affairs or business prospects.
(e) No Proceedings . To the
best of WOAR’s knowledge, there are no proceedings or
investigations pending or threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality
having jurisdiction over WOAR or its properties: (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the
consummation of any of the transactions contemplated by this
Agreement, (iii) seeking any determination or ruling that could
reasonably be expected to materially and adversely affect the
performance by WOAR of its obligations under, or the validity or
enforceability of, this Agreement or (iv) which could reasonably be
expected to adversely affect the federal or state income tax
attributes of the Notes or the Certificates.
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SECTION 3.02 Representations and
Warranties of World Omni . (a) World Omni hereby represents and
warrants to WOAR as of each Purchase Date:
(i) Organization and Good
Standing . World Omni has been duly organized and is validly
existing as a corporation in good standing under the laws of the
State of Florida, with the power and authority to own its
properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had
at all relevant times, and has, the power, authority and legal
right to acquire and own the Receivables.
(ii) Due Qualification .
World Omni is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary
material licenses and approvals, in all jurisdictions in which the
ownership or lease of its property or the conduct of its business
shall require such qualifications, except where the failure to be
so qualified or to have obtained such licenses or approvals would
not have a material adverse effect on World Omni’s earnings,
business affairs or business prospects.
(iii) Power and Authority .
World Omni has the corporate power and authority to execute and
deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement have been
duly authorized by all necessary corporate action.
(iv) No Violation . The
consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not (i) conflict with,
result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default
under, the articles of incorporation or bylaws of World
Omni,