Exhibit 10.122
EXECUTION COPY
AMENDMENT NO. 5 TO
NOTE PURCHASE AGREEMENT
AMENDMENT NO. 5 TO NOTE PURCHASE
AGREEMENT, dated as of
August 15, 2005 (the “ Amendment ”),
by and among FIRST INVESTORS RESIDUAL FUNDING LP (“
Issuer ”), VARIABLE FUNDING CAPITAL
CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union
National Bank), the financial institutions from time to time party
thereto and WACHOVIA CAPITAL MARKETS, LLC (successor in interest to
First Union Securities, Inc.), as the deal agent (the “
Deal Agent ”) and collateral agent (the “
Collateral Agent ”).
W I T N E S S E T
H :
WHEREAS, the parties hereto entered into the Note
Purchase Agreement, dated as of December 6, 2001 (as amended,
modified and waived to the date hereof, the “ Note
Purchase Agreement ”); and
WHEREAS, the parties to the Note Purchase Agreement
desire to make certain amendments to the Note Purchase
Agreement;
NOW, THEREFORE,
in consideration of the foregoing,
and the respective agreements, warranties and covenants contained
herein, the parties hereto agree, covenant and warrant as
follows:
SECTION 1.
DEFINITIONS
1.1
Interpretation. All
capitalized terms used herein (including the recitals hereto) shall
have the respective meanings assigned thereto in the Note Purchase
Agreement unless otherwise defined herein.
1.2
Revised Definitions.
(a)
The definition of “ Facility Limit ” in
Section 1.1 of the Agreement is hereby modified, amended and
restated to read in its entirety as follows:
“ Facility Limit
: On any day (a) prior to the Termination Date
$23,500,000 and (b) from and after the Termination Date zero
(0).”
SECTION 2. REPRESENTATIONS,
WARRANTIES AND COVENANTS
Issuer hereby represents, warrants
that each of the representations and warranties made by it or on
its behalf in any of the Transaction Documents was true and correct
when made and is true and correct on and as of the date of this
Amendment with the same full force and effect as if each of such
representations and warranties had been made by it on the date
hereof and in this
