Reassignment Agreement for Removed Accounts and Receivables between WODFI LLC and World Omni Financial Corp.

Summary

This agreement, dated March 19, 2003, is between WODFI LLC and World Omni Financial Corp. It provides for the reassignment of certain accounts and receivables, previously sold to WODFI, back to World Omni under the terms of an existing Receivables Purchase Agreement. World Omni is responsible for notifying relevant parties and providing a list of the removed accounts. WODFI reconveys all rights and interests in these accounts and related collateral to World Omni. The agreement includes representations, warranties, and conditions to ensure proper transfer and compliance with the original purchase agreement.

EX-4.8 10 dex48.txt WODFI REASSIGNMENT AGREEMENT Exhibit 4.8 REASSIGNMENT OF REMOVED ACCOUNTS AND RECEIVABLES BY WODFI LLC REASSIGNMENT NO. 2 OF REMOVED ACCOUNTS AND RECEIVABLES, dated as of March 19, 2003, by and between WODFI LLC, ("WODFI"), as buyer, and WORLD OMNI FINANCIAL CORP. ("World Omni"), as seller, pursuant to the Receivables Purchase Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS World Omni and WODFI are parties to the Receivables Purchase Agreement dated as of November 22, 1999 and amended and restated as of April 6, 2000 (as amended or supplemented, the "Receivables Purchase Agreement"); WHEREAS, pursuant to the Receivables Purchase Agreement, World Omni wishes to remove certain Accounts specified in Schedule 1 hereto (the "Removed Accounts"), the related Receivables and the Collateral Security thereof (collectively, the "Removed Property") and to cause WODFI to reconvey such Removed Property, whether now existing or hereafter created, and all amounts currently held by WODFI or thereafter received by the Trust in respect of such Removed Property, from WODFI to World Omni; WHEREAS WODFI is willing to accept such removal and to reconvey the Removed Property and any related amounts held or received by the Trust subject to the terms and conditions hereof. NOW, THEREFORE, World Omni and WODFI hereby agree as follows: 1. Defined Terms. All terms defined in the Receivables Purchase Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. "Removal Date" shall mean, with respect to the Removed Property, March 19, 2003. 2. Notice of Removed Accounts. a. Not less than five Business Days prior to the Removal Date, World Omni shall furnish to WODFI, any Agent, any Enhancement Providers and the Rating Agencies a written notice specifying the Determination Date (which may be the Determination Date on which such notice is given) on which removal of the Receivables of one or more Accounts will occur, such date being a Removal Date. b. On or before the fifth business day after the Removal Date, World Omni shall furnish to the Owner Trustee and the Indenture Trustee a computer file, microfiche list or other list of the Removed Accounts that were removed on the Removal Date, specifying for each Removed Account as of the date of the Removal Notice its number, the aggregate amount outstanding in such Removed Accounts and the aggregate amount of Principal Receivables therein and represent that such computer file, microfiche list or other list of the Removed Accounts is true and complete in all material respects. Such file or list shall be marked as Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as of the Removal Date and shall amend Schedule 1 to the Receivables Purchase Agreement. 3. Conveyance of Receivables and Accounts. a. WODFI does hereby transfer, assign, set over and otherwise convey to World Omni, without recourse, representation or warranty on and after the Removal Date, all right, title and interest of the Trust in, to and under all Receivables related to Removed Accounts, now existing at the close of business on the Removal Date and thereafter created from time to time until the termination of the Trust in Removed Accounts designated hereby, all Collateral Security thereof, all monies due or to become due and all amounts received with respect thereto (including all Non-Principal Receivables), all proceeds (as defined in Section 9-102 of the UCC as in effect in the State of Florida and Recoveries) of such Removed Property relating thereto. b. If requested by World Omni, in connection with such transfer, WODFI authorizes World Omni or its agent to prepare and file on or prior to the date of this Reassignment, a termination statement or amendment with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time and Collateral Security thereof in the Removed Accounts reassigned hereby (which may be a single termination statement with respect to all such Receivables and Collateral Security) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts and the Collateral Security, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien. 4. Acceptance by WODFI. WODFI hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Reassignment, World Omni delivered to WODFI the computer file or such microfiche or written list described in Section 2(b) of this Reassignment. 5. Representations and Warranties of World Omni. World Omni hereby represents and warrants to WODFI as of the date of this Reassignment and as of the Removal Date: a. Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of World Omni, enforceable against World Omni in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and except as 2 such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); b. No Early Amortization Event or Investment Event. The removal of the Removed Accounts hereby removed shall not, in the reasonable belief of World Omni, cause an Early Amortization Event or Investment Event to occur or cause the Pool Balance to be less than the Required Pool Balance; c. Selection Procedures. No selection procedures believed by World Omni to be adverse to the interests of the Noteholders, Certificateholders or any Enhancement Providers were utilized in selecting the Removed Accounts to be removed; and d. True and Complete List. The list of Removed Accounts described in Section 2(b) of this Assignment is, as of the Removal Date, true and complete in all material respects. Provided, however, that in the event that the removal on such Removal Date relates solely to Ineligible Accounts, World Omni shall be deemed to make only the representations and warranties contained in paragraph 5(a) above. 6. Condition Precedent. In addition to the conditions precedent set forth in Section 2.6 of the Receivables Purchase Agreement, the obligation of WODFI to execute and deliver this Reassignment is subject to World Omni having delivered on or prior to the Removal Date to WODFI, any Agent, the Owner Trustee, the Indenture Trustee and any Enhancement Providers an Officers' Certificate certifying that (i) as of the Removal Date, all requirements set forth in Section 2.6 of the Receivables Purchase Agreement for removing such Removed Accounts and reconveying the Receivables of such Removed Accounts and the Collateral Security, whether existing at the close of business on the Removal Date or thereafter created from time to time until the termination of the Trust, have been satisfied, and (ii) each of the representations and warranties made by World Omni in Section 5 hereof is true and correct as of the date of this Reassignment and as of the Removal Date. WODFI may conclusively rely on such Officers' Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. 7. Ratification of Agreement. As supplemented by this Reassignment, the Receivables Purchase Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument. 8. Counterparts. This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. 9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. * * * * 3 IN WITNESS WHEREOF, the undersigned have caused this Reassignment to be duly executed and delivered by their respective duly authorized officer on the day and year first above written. WODFI LLC By: /s/ Alan Browdy ---------------------------- Title: Assistant Treasurer WORLD OMNI FINANCIAL CORP. By: /s/ Allan Browdy ---------------------------- Title: Assistant Treasurer Schedule 1 Dir. Number Dealer Name 60011 NAPLES MITSUBISHI/HYUNDAI 60012 STEVEN IMPORTS (MITS,KIA,SUZ,SUB,ISU) 60013 STEVEN CHRYSLER PLYMOUTH 60014 EDDY'S TOYOTA OF WICHITA 60015 STEVEN VOLKSWAGEN 60016 STEVEN FORD MERCURY OF AUGUSTA 60017 STEVEN CHEV,BUICK,PONT,CADILLAC 60027 MCGOWEN LINC MERC ISUZ INC 60030 PARKWAY CHRYSLER PLYMOUTH SUBARU 60031 CAPITOL DODGE 60032 CAPITOL KIA/SUBARU 60035 DICKSON CITY HYUNDAI, INC 60038 PARK AUTO MALL 60039 MIDDLETOWN PONTIAC,BUICK,GMC,LLC 60055 PORSCHE OF HUNTINGTON 60059 DON SCHMID DODGE 60062 CAPITOL MITSUBISHI 60064 HUNTINGTON HONDA 60065 KRIEGER MOTORS (#1BUI,PON,CAD,OLDS,GMC,JEEP#2CHEV) 60066 KRIEGER'S OF DEWITT (BUICK,PONT,GMC,TRK,CAD) 60067 KRIEGER'S OF ORION (CHEVROLET) 60068 KRIEGER'S OF CAMBRIDGE (CHEVROLET,BUICK) 60075 WEST WICHITA CHRYSLER-JEEP INC. 60082 DRIVE POINT 61008 FRONTIER CHEVROLET CO 61011 JOHN CHEZIK HONDA 61012 CHEZIK/SAYERS HONDA 61013 CHEZIK/SAYERS MITS/MERC/VOLVO 61014 JAGUAR SOUTHAMPTON 61016 ST CLAIR VW 61019 KRIEGER'S OF DURANT (CHEVY) 61021 KRIEGER CHRYSLER JEEP DODGE 61036 2001 DIXIE HIGHWAY 95112 HALL CHRYSLER PLYMOUTH 95113 HALL STATELINE HONDA 95114 HALL NISSAN 95115 HALL AUTO MALL OF NEWPORT NEWS 95116 HALL ACURA OF NEWORT NEWS 95118 HALL HYUNDAI - SUZUKI - ISUZU 95119 HALL AUTO MALL OF VIRGINIA BEACH 95120 HALL FORD 95121 HALL HONDA 95127 GRAPPONE TOYOTA 95128 GRAPPONE HONDA 95129 GRAPPONE MAZDA 95130 GRAPPONE VOLKSWAGEN 95131 GRAPPONE HYUNDAI 95132 GRAPPONE FORD 95134 GRAPPONE AUTOSURE 95144 HALL HONDA 95145 MAURA MOTORS, INC 95146 HALL ACURA - VIRGINIA BEACH