Exhibit 10.133
EXECUTION
COPY
AMENDMENT NO. 6
TO
NOTE PURCHASE AGREEMENT
AMENDMENT
NO. 6 TO NOTE PURCHASE AGREEMENT, dated as of November 7,
2006 (the “ Amendment ”), by and among FIRST
INVESTORS RESIDUAL FUNDING LP (“ Issuer ”), VARIABLE FUNDING
CAPITAL COMPANY LLC (successor in interest to Variable Funding
Capital Corporation), WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a
First Union National Bank), as liquidity agent, 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
$28,500,000 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 Amendment. Issuer
further represents and warrants to the Deal Agent, the Initial Note
Investor, the Liquidity Agent and each Note Investor, that:
(i) the execution, delivery and performance by it of this Amendment
are within its corporate powers or limited partnership powers, as
the case may be, have been duly authorized by all necessary action,
will not violate any requirement of law or contractual obligation
of Issuer and will not result in, or require, the creation or
imposition of any lien on any of its properties or revenues, (ii)
no authorization or approval or other action by, and no notice or
filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by it of
this Amendment
