EXHIBIT 10.92
------------------------------------------------------------------------------
MBIA INSURANCE CORPORATION,
as Surety
FIRST INVESTORS AUTO RECEIVABLES CORPORATION,
as Transferor
FIRST INVESTORS FINANCIAL SERVICES, INC.,
as Seller
FIRST INVESTORS SERVICING CORPORATION,
as Servicer
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Collateral Agent, Back-up Servicer and Custodian
and
BANK OF AMERICA, N.A.,
as Reserve Account Agent
AMENDMENT NO. 2 TO
INSURANCE AGREEMENT
First Investors Auto Receivables Corporation Revolving
Automobile Receivables Financing Facility
Dated as of November 29, 2000
------------------------------------------------------------------------------
AMENDMENT NO. 2 TO INSURANCE AGREEMENT
THIS AMENDMENT NO. 2 TO INSURANCE AGREEMENT ("Amendment") amends that
Insurance Agreement dated as of October 1, 1996 (as amended and supplemented,
the "Insurance Agreement") by and among MBIA Insurance Corporation, as Surety,
First Investors Auto Receivables Corporation, as Transferor, First Investors
Financial Services, Inc., as Seller, Chase Bank of Texas (formerly known as
Texas Commerce Bank, National Association), as Collateral Agent, and
NationsBank, N.A., as Reserve Account Agent. This Amendment is dated as of
November 29, 2000 by and among MBIA INSURANCE CORPORATION (the "Surety"), FIRST
INVESTORS AUTO RECEIVABLES CORPORATION, in its capacity as transferor (the
"Transferor"), FIRST INVESTORS FINANCIAL SERVICES, INC., in its capacity as
seller (the "Seller"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(formerly known as Norwest Bank Minnesota, National Association), in its
capacity as successor Collateral Agent (the "Collateral Agent"), in its capacity
as back-up servicer (the "Back-up Servicer"), and in its capacity as Custodian
(the "Custodian"), FIRST INVESTORS SERVICING CORPORATION (formerly known as Auto
Lenders Acceptance Corporation), in its capacity as successor servicer (the
"Servicer") and BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.), in
its capacity as Reserve Account Agent (the "Reserve Account Agent").
RECITALS:
WHEREAS, the Transferor, Enterprise Funding Corporation (the "Company"),
the Reserve Account Agent, Chase Bank of Texas, National Association, as Initial
Collateral Agent, the Surety and the Seller entered into a Security Agreement
(as defined herein) dated as of October 22, 1996 (as amended and supplemented
from time to time, the "Security Agreement"), pursuant to which, among other
things, the Transferor granted a security interest in certain collateral as more
fully described therein to the Collateral Agent thereunder for the benefit of
the Company and the Surety, to secure payments under the Note, the Security
Agreement, the Note Purchase Agreement and this Agreement.
WHEREAS, the Surety issued its Surety Bond (as defined below) at the
request of the Transferor and the Seller, which guarantees payment of Insured
Amounts (as defined in the Surety Bond), upon such terms and conditions as were
mutually agreed upon by the parties and subject to the terms and conditions of
the Surety Bond.
WHEREAS, the Transferor and the Seller seek MBIA's consent to, among other
things, an amendment to the Security Agreement.
WHEREAS, the parties hereto desire to amend the Insurance Agreement to
conform the Insurance Agreement to the other amendments.
WHEREAS, the Transferor, the Company, the Reserve Account Agent, the
Collateral Agent, the Surety and the Seller are entering into an Amendment No. 3
to Security Agreement
1
dated as of November 29, 2000, pursuant to which the parties thereto are
amending certain provisions to with respect to funding conditions and certain
other matters.
WHEREAS, Section 6.01 of the Insurance Agreement provides that the
Insurance Agreement may be amended with the consent of each of the parties
thereto.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the Servicer, the Back-up Servicer, the Custodian, the Surety,
the Transferor, the Seller, the Successor Collateral Agent and the Reserve
Account Agent agree as follows:
ARTICLE I
DEFINED TERMS
SECTION 1.01. GENERAL DEFINITIONS. Capitalized terms used in this
Agreement but not otherwise defined herein will have the meanings ascribed to
such terms in the Insurance Agreement.
ARTICLE II
AMENDMENTS TO OPERATIVE PROVISIONS
SECTION 2.01. AMENDMENT TO SECTION 2.03. Section 2.03(e) of the Agreement
is hereby deleted and replaced as follows:
"(e) INTEREST RATE CAP. The Transferor will not enter into any
Interest Rate Cap until the Cap Counterparty has been approved in form and
substance and in writing by the Surety; provided, however, that MBIA's
prior written consent to the Cap Counterparty shall not be required if (A)
the Cap Counterparty is any of the following: (i) NationsBanc Capital
Markets; (ii) Bank of America; (iii) Wells Fargo Bank; or (iv) First Union
Capital Markets, Inc.; and (B) such Cap Counterparty referenced in (A) has
not been downgraded by either of S&P or Moody's below its Required Rating.
The Transferor shall not agree to any changes to any Interest Rate Cap
unless the Surety shall have previously given its consent. The Transferor
shall take or refrain from taking any action, and exercise or refrain from
exercising any rights of the Transferor under any Interest Rate Cap, in
the manner directed by the Surety."
ARTICLE III
MISCELLANEOUS
SECTION 3.01. COUNTERPARTS. This Amendment may be executed in counterparts
by the parties hereto, and each such counterpart shall be considered an original
and all such counterparts shall constitute one and the same instrument.
2
SECTION 3.02. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THEREOF.
SECTION 3.03. LIMITED SCOPE. This Amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Surety under the Insurance Agreement.
SECTION 3.04. RATIFICATION. Except as expressly affected by the provisions
hereof, the Insurance Agreement as amended shall remain in full force and effect
in accordance with its terms and is hereby ratified and confirmed by the parties
hereto. On and after the date hereof, each reference in the Insurance Agreement
to "this Agreement", "hereunder", "herein" or words of like import shall mean
and be a reference to the Insurance Agreement as amended by this Amendment and
any reference to "the parties hereto", "no party hereto" or words of like import
shall be deemed to include all of the parties to this Amendment.
SECTION 3.05. NOTICE TO RATING AGENCIES. Promptly after the execution of
this Amendment, the Seller shall mail an executed copy of this Amendment to the
Rating Agencies. By execution of this Amendment, the parties acknowledge receipt
of notice of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, all
as of the day and year first above mentioned.
MBIA INSURANCE CORPORATION
By:_______________________________________
Title:____________________________________
FIRST INVESTORS AUTO RECEIVABLES
CORPORATION, as Transferor
By:_______________________________________
Title:____________________________________
FIRST INVESTORS FINANCIAL SERVICES,
INC., as Seller
By:_______________________________________
Title:____________________________________
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Collateral
Agent, Back-up Servicer and Custodian
By:_______________________________________
Title:____________________________________
BANK OF AMERICA, N.A., as Reserve Account
Agent
By:_______________________________________
Title:____________________________________
FIRST INVESTORS SERVICING
CORPORATION, as Servicer
By:_______________________________________
Title:____________________________________
[EXECUTION PAGE OF AMENDMENT NO. 2 TO INSURANCE AGREEMENT]