EXHIBIT 10.83
FIRST AMENDMENT TO SERVICING AGREEMENT
This First Amendment to Servicing Agreement dated as of November 15, 2000
(the "Amendment") is made by and among F.I.R.C., Inc., a Delaware corporation,
as borrower (the "Borrower"), Xxxxx Fargo Bank Minnesota, National Association
(f/k/a Norwest Bank Minnesota, National Association), a national banking
association, as back-up servicer (the "Back-up Servicer") and as collateral
agent (the "Collateral Agent"), and First Investors Servicing Corporation
(successor in name to Auto Lender Acceptance Corporation), a Delaware
corporation, as servicer (the "Servicer"). Capitalized terms used herein which
are not otherwise defined shall have the same meanings herein as in the
Servicing Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Back-up Servicer, the Collateral Agent and the
Servicer are parties to that certain Servicing Agreement dated as of June 25,
1999 (the "Servicing Agreement"); and
WHEREAS, in connection with the transactions contemplated by that certain
Second Amended and Restated Credit Agreement dated as of November 15, 2000 among
the Borrower, the Banks as defined therein, and Bank of America, N.A., as agent
for the Banks (the "Credit Agreement"), the Borrower, the Back-up Servicer, the
Collateral Agent and the Servicer desire to amend the Servicing Agreement as set
forth below;
NOW THEREFORE, for and in consideration of the premises and the mutual
covenants herein set forth and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:
1. AMENDMENTS TO SERVICING AGREEMENT.
(a) All references in the Servicing Agreement to "Norwest Bank
Minnesota, National Association" in any capacity are hereby amended to refer to
"Xxxxx Fargo Bank Minnesota, National Association" in such capacity.
(b) All references in the Servicing Agreement to "Auto Lenders
Acceptance Corporation" are hereby amended to refer to "First Investors
Servicing Corporation."
(c) The term "Credit Agreement" as used in the Servicing Agreement
shall mean that certain Second Amended and Restated Credit Agreement dated as of
November 15, 2000 among the Borrower, the Banks as defined therein, and Bank of
America, N.A., as agent for the Banks.
(d) Subsection (b) of Section 2.20 of the Servicing Agreement is
hereby amended in its entirety to provide as follows:
(c) At all times during the term hereof, the initial Servicer
shall keep available at its office located at 000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx, Xxxxxxx 00000 (or such other location as to which
is shall give written notice to the Collateral Agent and the Agent),
for inspection by the Borrower, the Agent, the Back-up Servicer and
the Collateral Agent a list of all Receivables being serviced
hereunder at the time.
2. AMENDMENT INCLUDED IN REFERENCES. On and after the date on which this
Amendment becomes effective, each reference (a) in the Servicing Agreement to
"this Agreement", "hereunder", "herein" or words of like import, or (b) in the
Loan Documents (as defined in the Credit Agreement) to the "Servicing
Agreement", shall mean and be a reference to the Servicing Agreement, as hereby
amended.
3. RATIFICATION OF SERVICING AGREEMENT. Except as expressly affected by
the provisions set forth herein, the Servicing Agreement, as hereby amended,
shall remain in full force and effect and is hereby ratified and confirmed.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original but when taken together
shall constitute but one instrument.
5. EFFECTIVENESS. This Amendment shall become effective contemporaneously
with the effectiveness of that certain Second Amended and Restated Credit
Agreement of even date herewith among the Borrower, Bank of America, N.A.,
individually and as agent, and the other financial institutions parties thereto.
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized,
have executed this Amendment as of the date first set forth above.
F.I.R.C., Inc., as Borrower
By: ________________________________________
Xxxxxx X. Duck, Vice President
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Xxxxx Fargo Bank (Minnesota), National
Association, as Back-up Servicer
By: ________________________________________
Printed Name: ______________________________
Title: _____________________________________
Xxxxx Fargo Bank (Minnesota), National
Association, as Collateral Agent
By: ________________________________________
Printed Name: ______________________________
Title: _____________________________________
First Investors Servicing Corporation
By: ________________________________________
Xxxxxx X. Duck, Vice President
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