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:
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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
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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.
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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/ Xxxx Xxxxxx
----------------------------
Title: Assistant Treasurer
WORLD OMNI FINANCIAL CORP.
By: /s/ Xxxxx Xxxxxx
----------------------------
Title: Assistant Treasurer
Schedule 1
Dir. Number Dealer Name
60011 NAPLES MITSUBISHI/HYUNDAI
60012 XXXXXX IMPORTS (MITS,KIA,SUZ,SUB,ISU)
60013 XXXXXX CHRYSLER PLYMOUTH
60014 EDDY'S TOYOTA OF XXXXXXX
00000 XXXXXX VOLKSWAGEN
00000 XXXXXX XXXX XXXXXXX XX XXXXXXX
00000 XXXXXX CHEV,BUICK,PONT,CADILLAC
60027 XXXXXXX XXXX MERC ISUZ INC
60030 PARKWAY CHRYSLER PLYMOUTH SUBARU
60031 CAPITOL DODGE
60032 CAPITOL KIA/SUBARU
60035 XXXXXXX CITY HYUNDAI, INC
60038 PARK AUTO MALL
60039 MIDDLETOWN PONTIAC,BUICK,GMC,LLC
60055 PORSCHE OF HUNTINGTON
60059 XXX XXXXXX DODGE
60062 CAPITOL MITSUBISHI
60064 HUNTINGTON HONDA
60065 XXXXXXX MOTORS (#1BUI,PON,CAD,OLDS,GMC,JEEP#2CHEV)
60066 XXXXXXX'X OF XXXXXX (BUICK,PONT,GMC,TRK,CAD)
60067 XXXXXXX'X OF ORION (CHEVROLET)
60068 XXXXXXX'X OF CAMBRIDGE (CHEVROLET,BUICK)
00000 XXXX XXXXXXX CHRYSLER-JEEP INC.
00000 XXXXX XXXXX
00000 XXXXXXXX XXXXXXXXX XX
00000 XXXX XXXXXX HONDA
61012 XXXXXX/XXXXXX HONDA
61013 XXXXXX/XXXXXX XXXX/MERC/VOLVO
61014 XXXXXX XXXXXXXXXXX
00000 XX XXXXX XX
00000 XXXXXXX'X OF XXXXXX (CHEVY)
61021 XXXXXXX CHRYSLER JEEP DODGE
61036 0000 XXXXX XXXXXXX
00000 HALL CHRYSLER PLYMOUTH
95113 HALL STATELINE HONDA
95114 HALL NISSAN
00000 XXXX XXXX XXXX XX XXXXXXX XXXX
00000 HALL ACURA OF NEWORT NEWS
95118 HALL HYUNDAI - SUZUKI - ISUZU
00000 XXXX XXXX XXXX XX XXXXXXXX XXXXX
00000 HALL FORD
95121 HALL HONDA
95127 XXXXXXXX TOYOTA
95128 GRAPPONE HONDA
95129 GRAPPONE MAZDA
95130 GRAPPONE VOLKSWAGEN
95131 XXXXXXXX HYUNDAI
95132 GRAPPONE FORD
95134 GRAPPONE AUTOSURE
95144 HALL HONDA
95145 XXXXX MOTORS, INC
95146 HALL ACURA - VIRGINIA BEACH
