EXHIBIT 10.9


 


FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED


COLLATERAL AGENCY AGREEMENT


 


THIS FIRST AMENDMENT to FOURTH
AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of October 30, 2015 (this “Amendment”), is among WORLD
OMNI LT, a Delaware statutory trust (the “Borrower”), WORLD OMNI LEASE FINANCE LLC, a Delaware limited liability
company (“WOLF LLC”), AUTO LEASE FINANCE LLC, a Delaware limited liability company (the “Initial Beneficiary”),
AL HOLDING CORP., a Delaware corporation (“ALHC”), as Closed-End Collateral Agent, BANK OF AMERICA, N.A. (the
 “Deal Agent”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Close-End Administrative Agent
and the lenders party hereto (the “Required Warehouse Lenders”).


 


Background


 


1.       The
Borrower, the Initial Beneficiary, ALHC, the Deal Agent, U.S. Bank and certain secured parties from time to time have entered into that
certain Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (as amended, supplemented or otherwise
modified through the date hereof, the “Agreement”).


 


2.       The
parties hereto desire to amend the Agreement in certain respects as set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows.


 


SECTION 1.     
Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned
thereto in the Agreement.


 


SECTION 2.     
Amendments to the Agreement. The Agreement is hereby amended as follows:


 


2.1       The
Index of Defined Terms included at the beginning of the Agreement is hereby amended by inserting the following terms in the appropriate
alphabetical order therein:


 


	“Unencumbered Account	Closed-End Servicing Agreement, Section 5.2(f)
	Unencumbered Reference Pool	Collateral Agency Agreement, Section 6.2(e)
	Unencumbered Reference Pool Servicer Default	Closed-End Servicing Agreement, Section 8.3(d)
	Warehouse Designation	Appendix A
	WOLF LLC	Appendix A
	WOLF LLC Limited Liability Company Agreement	Appendix A
	WOLT Receivables Financing Agreement	Appendix A
	WOLT Warehouse Facility Note	Appendix A”



 


2.2       Section
2.1 of the Agreement is hereby amended by replacing the first paragraph of clause (b) thereof in its entirety as follows:


 


“(b)     From
time to time after the Closing Date, the Borrower may, by notice to the Closed-End Collateral Agent and the Deal Agent, designate Additional


 






    
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Warehouse Facilities and modify existing
Warehouse Facilities, and upon such designation, the various parties thereto shall become Warehouse Facility Secured Parties entitled
to the ratable benefits afforded to the Warehouse Facility Lenders under this Collateral Agency Agreement; provided, however,
that, no such designation shall be effective until such time as the Warehouse Facility Secured Parties under the prospective Warehouse
Facility, the Closed-End Collateral Agent, the Deal Agent and the Borrower execute an accession agreement in substantially the form set
forth in Exhibit A (each, a “Collateral Agency Accession Agreement”) and deliver executed counterparts
thereof to the Closed-End Collateral Agent, the Deal Agent and each other Warehouse Facility Secured Party; and provided,
further, however, that, no such designation shall be effective:”


 


2.3       Section
6.2 of the Agreement is hereby amended by replacing the header of Section 6.2 in its entirety as follows:


 


“Form and Terms of the Closed-End Exchange
Notes and Warehouse Designation.”


 


2.4       Section
6.2(a) of the Agreement is hereby amended by replacing it in its entirety as follows:


 


“(a)     Designation
of the Reference Pool. Each Exchange Note Supplement or Warehouse Designation
will designate a portion of the Closed-End Units included in the Warehouse Facility Pool as the “Reference Pool” with
respect to the related Closed-End Exchange Note, Closed-End Exchange Notes or Warehouse Designation, as applicable. Upon the effectiveness
of the applicable Exchange Note Supplement or Warehouse Designation, Closed-End Units designated therein as being included in the applicable
Reference Pool will no longer be a part of the Warehouse Facility Pool, and will not be available to be part of any other Reference Pool.
Each Closed-End Exchange Note will be payable solely from Closed-End Collections on the Closed-End Units in the related Reference Pool
in accordance with the priorities set forth in Article X and the related Exchange Note Supplement, if applicable. Payments
made on the Reference Pool designated pursuant to the Warehouse Designation will be payable solely from Closed-End Collections on the
Closed-End Units in the related Reference Pool in accordance with the Warehouse Designation and the documents related thereto. For purposes
of determining the amount and portion of Closed-End Collections that are applicable to any Reference Pool, the Closed-End Units included
in such Reference Pool will be deemed to have been included in such Reference Pool from and after the Cutoff Date specified in the related
Exchange Note Supplement or Warehouse Designation (or, in the case of any Closed-End Units that are subsequently allocated to a Reference
Pool pursuant to Section 6.2(b), the Cutoff Date applicable to such Closed-End Units that is specified in the applicable
Reference Pool Reallocation Notice).”


 


2.5       Section
6.2(b) of the Agreement is hereby amended by replacing it in its entirety as follows


 






    
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(b)       Reallocations
of Assets from Warehouse Facility Pool to Reference Pool. From time to time following the issuance of any Closed-End Exchange
Note (and whether or not in connection with a Subsequent Exchange Note Increase) or Warehouse Designation, the Initial Beneficiary may
designate, by notice to the Closed-End Collateral Agent in substantially the form set forth as Exhibit F and in accordance
with Section 6.2(c) (each such notice, a “Reference Pool Reallocation Notice” or a “Warehouse
Designation Pool Reallocation Notice”, as applicable), any Closed-End Assets included in the Warehouse Facility Pool for
reallocation to any Reference Pool; provided, however, that unless such reallocation occurs
in connection with a Subsequent Exchange Note Increase that involves a purchase by the Initial Beneficiary of Advances from one or more
Wind-Down Lenders, no Closed-End Assets included in a Wind-Down Pool will be reallocated to any Reference Pool. Each such Reference Pool
Reallocation Notice or Warehouse Designation Pool Reallocation Notice, as applicable, will include the following information:


 


(i)       The
applicable Reference Pool to which such Closed-End Assets have been or are to be reallocated;


 


(ii)       the
effective date as of which the applicable Closed-End Units have been, or are to be, reallocated to the applicable Reference Pool (the
 “Exchange Note Reallocation Date” and for a Warehouse Designation, the “Warehouse Designation Reallocation
Date”) (provided, however, that, such date shall not be earlier than the Business
Day following the date as of which the applicable notice is delivered (if such notice is delivered by noon, New York time, or if delivered
after such time, the next Business Day)); and


 


(iii)       the
date as of which all Closed-End Collections on such assets will be applied as Closed-End Collections with respect to the Reference Pool
to which such assets are to be reallocated.


 


Subject to the conditions
set forth in the next sentence, and as of the Exchange Note Reallocation Date or Warehouse Designation Reallocation Date, as applicable,
set forth in the applicable Reference Pool Reallocation Notice or Warehouse Designation Pool Allocation Notice, as applicable, the Closed-End
Assets identified therein will be reallocated to the applicable Reference Pool set forth in the Reference Pool Reallocation Notice or
Warehouse Designation Pool Reallocation Notice, as applicable. Each such reallocation pursuant to this subsection (b) shall be subject
to the following conditions:


 


(A)       as
of the Exchange Note Reallocation Date or Warehouse Designation Reallocation Date, as applicable, no Warehouse Facility Termination Event
or Unmatured Warehouse Facility Termination Event shall have occurred and be continuing, or would occur as a result of such reallocation;


 


(B)       the
Borrower shall have delivered to the Deal Agent (1) an Officer’s Certificate to the effect that the conditions set forth in clause
(A), above, and clause (D), below, have, in each case, been satisfied, and (2) a Borrowing Base Certificate conforming to the requirements
of the Receivables Financing Agreements showing that the Aggregate Loan Amount will not exceed the Borrowing Base after giving effect
to such reallocation and any Subsequent


 






    
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Exchange Note Increase (and consequent
reduction of the Aggregate Loan Amount) to occur in connection therewith;


 


(C)       in
the case of a reallocation being made in connection with a Subsequent Exchange Note Increase, (a) the payment by the Initial Beneficiary
to the Deal Agent of an amount equal to the Initial Beneficiary Purchase Price (which amount shall be distributed by the Deal Agent to
the Warehouse Facility Lenders (or the Warehouse Facility Agents on their behalf) according to the respective amount owed to each of
them in connection with such Subsequent Exchange Note Increase, including (1) the principal amount of the Advances sold by each Warehouse
Facility Lender pursuant to Section 6.1, (2) the aggregate amount of accrued interest on the such Advances as of the applicable Initial
Beneficiary Purchase Date and (3) any indemnities or similar amounts payable pursuant to Section 6.1(a)(iii), in each case calculated
in the manner set forth in Section 6.1(a)) or (b) the payment by the Initial Beneficiary to the Borrower of an amount equal to the Initial
Beneficiary Advance Amount, as applicable; and


 


(D)       no
selection criteria adverse in any material respect to the interests of the Warehouse Facility Lenders (any such adverse selection criteria,
 “Adverse Selection Criteria”) shall have been used in selecting the applicable Closed-End Assets (provided, however, that,
 “Adverse Selection Criteria” shall not include (and this subclause (D) shall not be applicable to) any eligibility criteria
based on the delinquency status of the related Closed-End Leases that are applicable to the securitization or other financing to be backed
by the related Closed-End Exchange Note, notwithstanding that (x) such eligibility criteria or the requirements are more stringent than
those applicable to the Warehouse Facility Pool or (y) selection in accordance with those criteria otherwise could be viewed as having
an adverse effect on the Warehouse Facility Lenders).”


 


2.6       Section
6.2(c) of the Agreement is hereby amended by adding the phrase “or Warehouse Designation Pool Reallocation Notice, as applicable”
after the phrase “Reference Pool Reallocation Notice” in the first sentence thereof.


 


2.7       Section
6.2(e) of the Agreement is hereby amended by replacing the first sentence in its entirety as follows:


 


“The Exchange Noteholder of any
Closed-End Exchange Note or the Initial Beneficiary, with respect to any Reference Pool designated pursuant to a Warehouse Designation
(each, an “Unencumbered Reference Pool”) may, from time to time direct, by notice to the Closed-End Collateral
Agent in substantially the form set forth as Exhibit G and in accordance with Section 6.2(c) (each such notice,
a “Warehouse Pool Reallocation Notice”), that one or more Closed-End Units be reallocated from the Reference
Pool relating to such Closed-End Exchange Note or the Unencumbered Reference Pool, as applicable, to the Warehouse Facility Pool, whereupon,
effective as of the date specified in such notice, such Closed-End Units shall be so reallocated, subject, however, to the rights of
any Person(s) that have provided financing secured, or otherwise backed, by such Closed-End Exchange Note, so long as any such financing
statement shall remain outstanding.”


 






    
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2.8       Section
7.4(a) of the Agreement is hereby amended by replacing the reference to “Section 9.1(j)” in clause (F) thereof with the phrase
 “the interest rate hedge and wind-down covenant”.


 


2.9       Section
10.1 of the Agreement is hereby amended by adding after the first paragraph a new paragraph as follows:


 


“For administrative convenience,
so long as the Bank of America Receivables Financing Agreement is effective, any Closed-End Collections owing under the WOLT Receivables
Financing Agreement, will be applied to WOLF LLC in accordance with the WOLT Receivables Financing Agreement and shall not be applied
pursuant to the terms of this Article X.”


 


2.10     Section
10.5 of the Agreement is hereby amended by adding the phrase “or, in the case of an Unencumbered Reference Pool, at the direction
of the Initial Beneficiary, subject to the terms of the WOLT Receivables Financing Agreement” at the end of the first sentence.


 


2.11     Appendix
A of the Agreement is hereby amended by replacing the definition of the term “Bank of America Receivables Financing Agreement”
as follows:


 


““Bank of America Receivables
Financing Agreement” means the Second Amended and Restated Receivables Financing Agreement, dated as of October 30, 2015
among the Borrower, ALF LLC, the Closed-End Servicer, the Lenders party thereto, and Bank of America, as Warehouse Facility Agent.”


 


2.12     Appendix
A of the Agreement is hereby amended by replacing clauses (N) and (O) of the term of “Basic Documents” and adding clauses
(P) and (Q) thereto as follows:


 


“(N)    the Performance Guaranty;


(O)      the Warehouse Facility
Notes;


(P)       the WOLF LLC
Limited Liability Agreement; and


(Q)      the
WOLT Warehouse Facility Note.”


 


2.13     Appendix
A of the Agreement is hereby amended by replacing the definition of the term “Borrower” as follows:


 


““Borrower”
means WOLT, WOLF LLC or any other entity designated as borrower under any of the Warehouse Facilities, as applicable; provided that no
additional borrowers shall be designated without the prior written consent of the Deal Agent.”


 


2.14     Appendix
A of the Agreement is hereby amended by replacing clause (c) of the term of “Change in Control” as follows:


 


“(c)     ALF LLC shall cease
to be the sole owner of the Certificate(s) of the Titling Trust.”


 






    
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2.15     Appendix
A of the Agreement is hereby amended by replacing clause (ii) of the term “Receivables Financing Agreement” as follows:


 


“(ii)     any
receivables financing agreements or similar documents entered into from time to time after the Closing Date in connection with any Additional
Warehouse Facilities pursuant to Section 2.1(b) of the Collateral Agency Agreement, including the WOLT Receivables Financing
Agreement (each of such receivables financing agreements to be in substantially the form of the Receivables Financing Agreements relating
to the Current Warehouse Facilities).”


 


2.16     Appendix
A of the Agreement is hereby amended by replacing the definition of the term of “Closed-End EN Collected Amounts” as follows:


 


““Closed-End EN Collected Amounts”
means, with respect to any Reference Pool (including, for the avoidance of doubt, any Unencumbered Reference Pool), all Closed-End Collected
Amounts with respect to the Closed-End Leases and Closed-End Vehicles included in such Reference Pool.”


 


2.17     Appendix
A of the Agreement is hereby amended by replacing the definition of the term of “Collection Account” as follows:


 


““Collection Account” means
with respect to (1) the Warehouse Facility Pool, the Lease Funding Account and (2) any Reference Pool, the related Exchange Note Collection
Account or Unencumbered Account, as applicable.”


 


2.18     Appendix
A of the Agreement is hereby amended by replacing the definition of the term “Relevant Entities” as follows:


 


““Relevant Entities”
mean each of World Omni, as the initial Closed-End Servicer, the Performance Guarantor, ALF LLC, and any Borrower. Each of the foregoing
is referred to as a “Relevant Entity.””


 


2.19     Appendix
A of the Agreement is hereby amended by replacing the definition of the term “Warehouse Facility Lender” as follows:


 


““Warehouse Facility
Lender” means any one of, and “Warehouse Facility Lenders” means all of, the commercial paper vehicles, financial
institutions and entities extending loans as lenders, party to the Receivables Financing Agreements as are or may be entered into from
time to time.”


 


2.20     Appendix
A of the Agreement is hereby amended by adding the following definitions in alphanumeric order as follows:


 


“”Warehouse Designation”
has the meaning specified in the Bank of America Receivables Financing Agreement.”


 


““WOLF LLC”
means World Omni Lease Finance LLC, a Delaware limited liability company.”


 


““WOLF LLC Limited
Liability Company Agreement” means the limited liability company agreement of WOLF LLC, dated as of October 2, 2015.”


 






    
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““WOLT Receivables
Financing Agreement” means the Receivables Financing Agreement, dated as of October 30, 2015 among the Borrower, WOLT,
ALF LLC, the Closed-End Servicer, the Lenders party thereto, and Bank of America, as Warehouse Facility Agent.”


 


““WOLT Warehouse Facility
Note” has the meaning specified in the WOLT Receivables Financing Agreement.”


 


SECTION 3.     
Miscellaneous. The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from
and after the date hereof shall be deemed to refer to the Agreement as amended hereby, unless otherwise expressly stated. This Amendment
shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to otherwise applicable
principles of conflicts of law (other than Section 5-1401 of the New York General Obligations Law). This Amendment may be executed
in any number of counterparts, and by the different parties hereto on separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute one and the same agreement. The various headings of this
Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or
any provision hereof or thereof.


 


SECTION 4.     
Effective Date of this Amendment. This Amendment shall become effective on the date that the Deal Agent shall have received
counterparts of this Amendment (including facsimile copies) duly executed by all of the parties hereto.


 


 


[SIGNATURE PAGES FOLLOW]


 






    
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective duly authorized officers as of the date first above written.


 


	 	WORLD OMNI LT.,
	 	as Borrower




 


		By:	VT INC., as trustee



 


	 	By:	/s/ Edwin J. Janis
	 	Name:	Edwin J. Janis
	 	Its:	Vice President




 


	 	AUTO LEASE FINANCE LLC,
	 	as Initial Beneficiary


 





	 	By:	/s/ Bryan Romano
	 	Name:	Bryan Romano
	 	Its:	Assistant Treasurer




 







    
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	 	AL HOLDING CORP.
	 	as Closed-End Collateral Agent


 


	 	By:	/s/ Lori Gebron
	 	Name:	Lori Gebron
	 	Title:	Vice President




 






    
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	 	BANK OF AMERICA, N.A.,
	 	as Deal Agent and as an Alternate Lender


 


	 	By:	/s/ Nina Austin
	 	Name:	Nina Austin
	 	Title:	Vice President




 







    
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	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Closed-End Administrative Agent


 


	 	By:	/s/ Edwin J. Janis
	 	Name:	Edwin J. Janis
	 	Title:	Vice President




 







    
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	 	GOTHAM FUNDING CORPORATION, as a
	 	Conduit Lender


 


	 	By:	/s/ David V. DeAngelis
	 	Name:	David V. DeAngelis
	 	Title:	Vice President




 





	 	THE BANK OF TOKYO-MITSUBISHI UFJ LTD.,
	 	NEW YORK BRANCH, as a Group Agent


 


	 	By:	/s/ Christopher Pohl
	 	Name:	Christopher Pohl
	 	Title:	Managing Director




 





	 	THE BANK OF TOKYO-MITSUBISHI UFJ LTD.,
	 	NEW YORK BRANCH, as an Alternate Lender


 


	 	By:	/s/ George Stoecklein
	 	Name:	George Stoecklein
	 	Title:	Director




 



    
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	 	ACKNOWLEDGED AND AGREED:
	 	WORLD OMNI LEASE FINANCE LLC


 


	 	By:	/s/ Bryan Romano
	 	Name:	Bryan Romano
	 	Title:	Assistant Treasurer




 







    
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