**Exhibit 10.120**

 

**EXECUTION COPY**

 

 

 

 

FIRST INVESTORS FINANCIAL SERVICES, INC.,

as Seller

 

and

 

FIRST INVESTORS AUTO FUNDING CORPORATION,

as Depositor

 

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CONTRIBUTION AGREEMENT

 

Dated as of May 5, 2005

 

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TABLE OF CONTENTS

 
| Article I              | Definitions                                                           |   |
|------------------------|-----------------------------------------------------------------------|--------|
| **Section 1.1.**  | **Definitional Provisions**                                           |   |
| ** **             |                                                                  |
| Article II             | Contribution of Contracts                                             |   |
| **Section 2.1.**  | **Contribution of Contracts**                                         |   |
| **Section 2.2.**  | **Representations and Warranties of the  Seller as to the Contracts** |   |
| **Section 2.3.**  | **Repurchase by the Seller upon Breach**                              |   |
| ** **             |                                                                  |
| Article III            | The Seller                                                            |   |
| **Section 3.1.**  | **Representations and Warranties of the  Seller**                     |   |
| **Section 3.2.**  | **Liability of the Seller; Indemnities**                              |   |
| **Section 3.3.**  | **Limitation on Liability of the Seller and  Others**                 |   |
| ** **             |                                                                  |
| Article IV             | Miscellaneous                                                         |   |
| **Section 4.1.**  | **Amendment**                                                         |   |
| **Section 4.2.**  | **Protection of Title of Depositor**                                  |   |
| **Section 4.3.**  | **Governing Law**                                                     |   |
| **Section 4.4.**  | **Notices**                                                           |   |
| **Section 4.5.**  | **Severability of Provisions**                                        |   |
| **Section 4.6.**  | **Assignment**                                                        |   |
| **Section 4.7.**  | **Further Assurances**                                                |   |
| **Section 4.8.**  | **No Waiver; Cumulative Remedies**                                    |   |
| **Section 4.9.**  | **Third-Party Beneficiaries**                                         |   |
| **Section 4.10.** | **Actions by Noteholders**                                            |   |
| **Section 4.11.** | **Counterparts**                                                      |   |
| **Section 4.12.** | **[Reserved]**                                                        |   |
| **Section 4.13.** | **No Bankruptcy**                                                     |   |
| **Section 4.14.** | **Certain Rights of the Insurer**                                     |   |
| **Section 4.15.** | **Non-Confidential**                                                  |   |
|                        |                                                                       |        |  |

 
| Exhibits        |                                                  |
|-----------------|-------------------------------------------------------|
|            |                                                  |
| Exhibit A  | Form of Additional Contract  Assignment          |
|            |                                                  |
| Schedules       |                                                  |
|            |                                                  |
| Schedule 1 | Schedule of Initial Contracts                    |
| Schedule 2 | Perfection Representations,  Warranties and Covenants |

 

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CONTRIBUTION AGREEMENT, dated as of May 5, 2005(as amended, supplemented or otherwise modified and in effect from time to time,this “*Agreement*”), between FIRST INVESTORSFINANCIAL SERVICES, INC., a Texas corporation, as seller (the “*Seller*”) and FIRST INVESTORS AUTOFUNDING CORPORATION, a Delaware corporation, as depositor (the “*Depositor*”).

 

WHEREAS, in the regular course of its business, theSeller originates, refinances and purchases from Originators, certain motorvehicle installment sales contracts secured by new and used automobiles andlight duty trucks; and

 

WHEREAS, the Seller and the Depositor wish to setforth the terms pursuant to which the Seller’s right, title and interest in andto the Contracts and related security is to be conveyed, transferred,contributed and assigned by Seller to the Depositor, which Contracts andrelated security will then be sold by the Depositor, pursuant to the Sale andAllocation Agreement, to the Trust, which Trust will issue the Notes.

 

NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

 

# **Article I**

 

# **Definitions**

 

## **Section 1.1.**           **Definitional Provisions**.

 

### (a)           Capitalizedterms used herein and not otherwise defined herein have the meanings assignedto them in the Sale and Allocation Agreement (the “*Sale andAllocation Agreement*”), dated as of the date hereof, among theSeller, the Depositor, First Investors Servicing Corporation, as servicer (the “*Servicer*”), First Investors AutoOwner Trust 2005-A (the *“Trust*”)and Wells Fargo Bank, National Association, as Indenture Trustee (in suchcapacity, the “*Indenture Trustee*”) andSecurities Intermediary (in such capacity, the “*SecuritiesIntermediary*”).

###  

### (b)           Allterms defined in this Agreement shall have the defined meanings when used in anycertificate or other document made or delivered pursuant hereto unlessotherwise defined therein.

###  

### (c)           Asused in this Agreement and in any certificate or other document made ordelivered pursuant hereto or thereto, accounting terms not defined in this Agreementor in any such certificate or other document, and accounting terms partlydefined in this Agreement or in any such certificate or other document to theextent not defined, shall have the respective meanings assigned to them undergenerally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreementor in any such certificate or other document are inconsistent with the meaningsof such terms under generally accepted accounting 

 

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### principles, thedefinitions contained in this Agreement or in any such certificate or otherdocument shall control.

###  

### (d)           Thewords “hereof,” “herein,” and “hereunder” and words of similar import when usedin this Agreement shall refer to this Agreement as a whole and not to anyparticular provision of this Agreement. Article, Section, Schedule and Exhibit references contained inthis Agreement are references to Articles, Sections, Schedules and Exhibits inor to this Agreement unless otherwise specified.  The term “including” shall mean “includingwithout limitation.”

###  

### (e)           Thedefinitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms and to the masculine as well as to the feminineand neuter genders of such terms.

###  

### (f)            Anyagreement, instrument or statute defined or referred to herein or in anyinstrument or certificate delivered in connection herewith means suchagreement, instrument or statute as from time to time amended, modified orsupplemented and includes (in the case of agreements or instruments) referencesto all attachments thereto and instruments incorporated therein.  References to a Person are also to itspermitted successors and assigns.

###  

# **Article II**

# ** **

# **Contributionof Contracts**

# ** **

## **Section 2.1.**           **Contribution of Contracts**.

##  

### (a)           Onthe Closing Date, the Seller hereby agrees to convey, transfer and absolutelycontribute, without recourse (except as specifically set forth herein), subjectto the obligations herein, to the Depositor, and the Depositor agrees to acceptfrom the Seller, all of the right, title and interest of the Seller, whethernow owned or hereafter acquired, in, to and under the following (collectively,the “*Initial Contributed Property*”):

###  

#### (i)            the Initial Contracts;

 

#### (ii)           all amounts received on or in respectof the Contracts after the applicable Cutoff Date (except that interest accruedon the Contracts prior to the applicable Cutoff Date and received after suchCutoff Date will be remitted by the Depositor to the Seller);

####  

#### (iii)          the security interests in the FinancedVehicles;

####  

#### (iv)          any proceeds from claims on or refundsof premiums with respect to extended warranties or physical damage, theft,credit life and credit disability insurance policies relating to the FinancedVehicles or the related Obligors;

####  

#### (v)           any Liquidation Proceeds;

 

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#### (vi)          the Contract Files; and

####  

#### (vii)         all present and future claims, demands,causes of action and choses in action in respect of any or all of the foregoingand all payments on or under and all proceeds of every kind and naturewhatsoever in respect of any or all of the foregoing, including all proceeds ofthe conversion thereof, voluntary or involuntary, into cash or other liquidproperty, all cash proceeds, accounts, accounts receivable, notes, drafts,acceptances, chattel paper, checks, deposit accounts, insurance proceeds,condemnation awards, rights to payment of any and every kind and other forms ofobligations and receivables, instruments and other property which at any timeconstitute all or part of or are included in the proceeds of any of theforegoing.

####  

### (b)           Oneach Additional Contract Purchase Date, subject to the terms and conditions ofthis Agreement, the Seller will convey, transfer and absolutely contribute,without recourse (except as specifically provided herein), to the Depositor,and the Depositor agrees to accept from the Seller, such Additional Contractsand additional contributed property of the type described in clauses (i) through(vii) of Section 2.1(a) herein (the “*AdditionalContributed Property*” and, together with the Initial ContributedProperty, the “*Contributed Property*”) as theSeller may specify by written notice to the Indenture Trustee, the Owner Trustee,the Trust and the Depositor.

###  

### (c)           TheSeller and the Depositor intend that each transfer of Contributed Propertycontemplated by Section 2.1(a) and Section 2.1(b) constitutesa contribution of the Contributed Property, conveying good title to the relatedContributed Property, from the Seller to the Depositor.  Notwithstanding the foregoing, in the eventthat the Contracts are held to be property of the Seller, or if for any reasonthis Agreement is held or deemed to create indebtness or a security interest inthe Contracts and the other Contributed Property, then it is intended that:

###  

#### (i)            This Agreement shall be deemed to bea security agreement within the meaning of Articles 8 and 9 of the RelevantUCC;

####  

#### (ii)           The transfers provided for in this Section 2.1shall be deemed to be a grant by the Seller, and the Seller hereby grants tothe Depositor, a security interest in all of its right (including the power toconvey title thereto), title and interest, whether now owned or hereafteracquired, in and to the Contracts and the other Contributed Property, to securesuch indebtedness and the performance of the obligations of the Sellerhereunder;

####  

#### (iii)          The possession by the Seller of theContract Files and any other property as constitute instruments, money,negotiable documents or chattel paper shall be deemed to be “possession by thesecured party” or possession by the purchaser or a person designated by suchpurchaser, for purposes of perfecting the security interest pursuant to theRelevant UCC; and

####  

#### (iv)          Notifications to persons holding suchproperty, and acknowledgments, receipts or confirmations from persons holdingsuch property, shall be deemed to be 

 

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#### notifications to, oracknowledgments, receipts or confirmations from, bailees or agents (asapplicable) of, the Depositor for the purpose of perfecting such securityinterest under the Relevant UCC.

####  

### (d)           Theconveyance, transfer and absolute contribution of the Contributed Property madeunder and pursuant to this Section 2.1 shall not constitute and isnot intended to result in an assumption by the Depositor of any obligation ofthe Seller to the Obligors or any other Person in connection with the Contractsand the other Contributed Property or any agreement, document or instrumentrelated thereto.

###  

### (e)           Uponeach of the transfers of the Contributed Property pursuant to this Section 2.1,the Seller shall clearly mark its files, documents, books and any other records(including computer records) in the Seller’s control pertaining to theContributed Property, in order to indicate that the Contributed Property hasbeen conveyed, transferred and absolutely contributed to the Depositor.

###  

### (f)            TheDepositor’s obligation to purchase the Additional Contributed Property pursuantto Section 2.1(b) is subject to satisfaction on or before therelated Additional Contract Purchase Date of the following conditionsprecedent:

###  

#### (i)            each of the representations andwarranties of the Seller made pursuant to Section 2.2 with respectto the Contributed Contracts shall be true and correct as of the AdditionalContract Purchase Date;

####  

#### (ii)           the Seller shall have executed anddelivered to the Depositor written assignments in the form of Exhibit Ahereto conveying such Additional Contracts and Additional Contributed Propertyto the Depositor;

####  

#### (iii)          release letters and related UCC-3termination statements and/or amendment statements (for each appropriatejurisdiction), to release all security interests or similar rights of anyPerson in the Additional Contributed Property, including the security interestsin the Financed Vehicles securing the Contracts and any proceeds of theforegoing;

####  

#### (iv)          the Depositor shall have received theprior written consent of the Insurer; and

####  

#### (v)           the Depositor and the Insurer shallhave received such other documents as the Depositor or the Insurer mayreasonably request.

####  

### (g)           Itis explicitly agreed by the Seller and the Depositor that the Purchase Pricedelivered to the Seller by the Depositor pursuant to this ContributionAgreement shall consist of the proceeds from the sale of the Conveyed Propertyby Depositor to the Trust and that the remaining portion of the Purchase Priceshall be deemed to constitute a capital contribution by the Seller to theDepositor.

 

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## **Section 2.2.**           **Representations andWarranties of the Seller as to the Contracts**.

##  

The Seller makes the following representations andwarranties as to the Contracts on which the Depositor shall be deemed to haverelied in accepting the Contracts.  Therepresentations and warranties speak as of the execution and delivery of thisAgreement and, with respect to any Additional Contracts, as of the relatedAdditional Contract Purchase Date, except to the extent otherwise provided, butshall survive the conveyance, transfer and absolute contribution of theContracts to the Depositor pursuant to this Agreement,  the sale of the Contracts by the Depositor tothe Trust, and the pledge of the Contracts to the Indenture Trustee pursuant tothe Indenture.

 

### (a)           Characteristicsof Contracts.  Each Contract (i) haseither (A) been purchased in a bona fide sale by the Seller from a dealer,bank, finance company or similar entity in the ordinary course of the Seller’sbusiness and was originated by such Person in connection with an advance madefor the sale or re-financing of a new or used automobile or light-duty truckand has been fully and properly executed by the parties thereto or (B) hasbeen originated by the Seller through direct marketing to consumers who wish torefinance loans obtained by a different lender and, in the case of each of (A) and(B) above, is validly contributed by the Seller to the Depositor pursuantto, and in accordance with the terms of, this Agreement, (ii) has createda valid, binding and enforceable security interest in favor of the Seller inthe related Financed Vehicle, which security interest has been validly assignedby the Seller to the Depositor, will be validly assigned by the Depositor tothe Trust pursuant to the Sale and Allocation Agreement and will be validlyassigned by the Trust to the Indenture Trustee pursuant to the Indenture, (iii) containscustomary and enforceable provisions such that the rights and remedies of theholder thereof are adequate for realization against the collateral of thebenefits of the security, (iv) provides for level monthly payments thatfully amortize the Amount Financed by maturity (except that the period betweenthe date of such Contract and the date of the first Scheduled Payment may beless than or greater than one month and the amount of the first and lastScheduled Payments may be less than or greater than the level payments, but notby a material amount) and yield interest at the related APR, (v) providesfor, in the event that such Contract is prepaid, a prepayment that fully paysthe Principal Balance of such Contract with interest at the related APR throughthe date of payment, (vi) was selected by selection procedures believed bythe Seller not to be adverse to the Depositor and with respect to whichinformation provided to the Depositor and its assigns pursuant to theTransaction Documents is true and correct in all material respects, (vii) issecured by a new or used automobile or light-duty truck, (viii) relates toan Obligor who has made a down payment under such Contract as of the applicableCutoff Date, if required, (ix) satisfies in all material respects therequirements under the Credit Policy, and (x) requires the Obligor thereunderto obtain and maintain physical damage insurance covering the related FinancedVehicle in accordance with the Seller’s normal requirements.

###  

### (b)           ContractSchedule.  The information set forthin the Contract Schedule set forth on Schedule 1 hereto was true andcorrect in all material respects as of the opening of business on theapplicable Cutoff Date, and no selection procedures believed to be adverse tothe Trust or the Noteholders were utilized in selecting the Contracts fromthose retail installment sale 

 

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contracts or security agreements and promissory notes which met thecriteria contained herein.  Theinformation set forth in the compact disk or other listing regarding theContracts made available to the Trust and its assigns (which compact disk orother listing is required to be delivered as specified herein) is true andcorrect in all material respects.

###  

### (c)           Compliancewith Law.  Each Contract and the saleof the related Financed Vehicle complied, at the time such Contract wasoriginated and complies, as of the related Purchase Date, in all materialrespects with all requirements of applicable federal, state and local laws, andregulations thereunder, including, without limitation, usury laws, theTruth-in-Lending Act, the Equal Credit Opportunity Act, the Fair CreditReporting Act, the Fair Credit Billing Act, the Fair Debt Collection PracticesAct, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, theFederal Reserve Board’s Regulations B and Z, the Servicemembers Civil ReliefAct and state adoptions of the National Consumer Act and the Uniform ConsumerCredit Code.

###  

### (d)           BindingObligation.  Each Contract representsthe genuine, legal, valid and binding payment obligation in writing of the relatedObligor, enforceable by the holder thereof in accordance with its terms, exceptas enforceability may be limited by bankruptcy, insolvency, reorganization orother similar laws affecting the enforcement of creditors’ rights generally andby general principles of equity.

###  

### (e)           NoGovernment or Incorporated Obligor. No Contract is due from the United States of America or any statethereof or from any agency, department or instrumentality of the United Statesof America or any state thereof or from any incorporated entity.

###  

### (f)            SecurityInterest in Financed Vehicles. Immediately prior to the conveyance, transfer and absolute contributionof the Contracts by the Seller to the Depositor, each Contract was secured by avalid, binding and enforceable first priority perfected security interest infavor of the Seller in the related Financed Vehicle and, at such time asenforcement of such security interest is sought, there shall exist a valid,binding and enforceable first priority perfected security interest in suchFinanced Vehicle for the benefit of the Seller which is subject to regulatoryregistration with a clear legal right of repossession in favor of the Seller.

###  

### (g)           Contractsin Force.  No Contract has beensatisfied, subordinated or rescinded, nor has any Financed Vehicle beenreleased in whole or in part from the Lien granted by the related Contract.

###  

### (h)           NoWaiver.  No provision of a Contracthas been waived in such a manner that such Contract fails to meet all of therepresentations and warranties made by the Seller in this Section 2.2with respect thereto and no provision of any Contract has been waived except asnoted in the Contract Files.

###  

### (i)            NoDefenses.  No Contract is subject toany right of rescission, setoff, counterclaim or defense, including the defenseof usury, and the operation of any of the terms of any Contract, or theexercise of any right thereunder, will not render such Contract unenforceable 

 

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in whole or in part or subject to any right of rescission, setoff,counterclaim or defense, including the defense of usury, and the Seller has notreceived written notice of the assertion of any such right of rescission,setoff, counterclaim or defense asserted with respect thereto.

###  

### (j)            NoLiens.  No liens or claims exist orhave been filed for work, labor or materials or unpaid state or federal taxesrelating to any Financed Vehicle that are prior to, or equal or coordinatewith, the security interest in such Financed Vehicle created by the relatedContract.

###  

### (k)           NoDefault; Repossession.  No default,breach, violation or event permitting acceleration under the terms of anyContract has occurred (other than payments that are not more than 30 days pastdue), no continuing condition that with notice or the lapse of time or bothwould constitute a default, breach, violation or event permitting accelerationunder the terms of any Contract has arisen and no Financed Vehicle has beenrepossessed as of the applicable Cutoff Date.

###  

### (l)            Contribution.  The Seller intends that the conveyance,transfer and absolute contribution of the Contracts contemplated by Section 2.1constitute an absolute contribution of the Contracts from the Seller to theDepositor and that the beneficial interest in, and title to, the Contracts notbe part of the Seller’s estate in the event of the filing of a bankruptcypetition by or against the Seller under any bankruptcy law.  The Seller has not sold, transferred,assigned or pledged any Contract to any Person other than the Depositor andsuch Contract has not been released.

###  

### (m)          ValidAssignment.  No Contract has beenoriginated in, or is subject to the laws of, any jurisdiction under which thecontribution sale, transfer, assignment and conveyance of such Contract underthis Agreement or the sale under the Sale and Allocation Agreement or thepledge of such Contract under the Indenture is unlawful, void or voidable.  No Contract is subject to any agreement withany account debtor that prohibits, restricts or conditions the assignment ofthe Contracts.

###  

### (n)           [Reserved]

###  

### (o)           [Reserved]

###  

### (p)           OneOriginal.  There is only one originalexecuted copy of each Contract.

###  

### (q)           PrincipalBalance.  Each Contract acquired bythe Trust on the Closing Date had a Principal Balance as of the Initial CutoffDate of not more than $55,000 and each Contract acquired by the Trust duringthe Prefunding Period had a Principal Balance as of the applicable Cutoff Dateof not more than $50,000.

###  

### (r)            NoBankrupt Obligors.  As of theapplicable Cutoff Date, no Contract was due from an Obligor that was thesubject of a proceeding under the Bankruptcy Code of the United States or wasbankrupt.

 

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### (s)           Termto Maturity.  Each Contract had anoriginal term to maturity of not more than 84 months; provided, however,that as of the Prefunding Account Ending Date the weighted average remainingterm of all contracts shall not exceed 57 months.

###  

### (t)            AnnualPercentage Rate.  Each Contract hasan APR of at least 5.0%; provided, however, that as of thePrefunding Account Ending Date, the weighted average APR of all Contracts shallnot be less than 13.20%.

###  

### (u)           Locationof Contract Files.  The ContractFiles have been delivered to the Depositor prior to the applicable PurchaseDate;  provided, however,that the Seller shall have 180 days after the date that the applicable Contractis transferred to the Trust to deliver to the Depositor any certificate oftitle or other evidence in lieu of a certificate of title contained in suchContract File.

###  

### (v)           NoDelinquent Contracts or Defaulted Contracts.  As of the applicable Cutoff Date, no Contractwas a Delinquent Contract or a Defaulted Contract.

###  

### (w)          OfferingMemorandum Data.  The tabular andnumerical data contained in the Offering Memorandum relating to thecharacteristics of the Contracts is true and correct in all material respectsas of the Initial Cutoff Date.

###  

### (x)            NoDefaults.  No Contract is due from anObligor that has previously defaulted on a retail installment sales contract orpromissory note and security agreement purchased by the Seller.

###  

### (y)           FinalScheduled Payment Date.  As of theapplicable Cutoff Date, each Contract had a final scheduled payment on orbefore July 31, 2011.

###  

### (z)            OriginatorAgreement.  Each Contract is subjectto an Originator Agreement with the Seller and which if acquired by the Sellerpursuant to a “bulk purchase” from another Originator has been approved by theInsurer.

###  

### (aa)         Lockbox.  The Obligor with respect to each contract hasbeen instructed to make payments under the Contract to a Lockbox which is underthe control of the Servicer.

###  

### (bb)         UnitedStates Obligor.  Each Contract is duefrom an Obligor which has provided as its most recent billing address anaddress located in the United States of America.

###  

### (cc)         U.S.Dollars.  Each Contract is payable inthe lawful money of the United States of America.

###  

### (dd)         NoWaiver or Modification.  No Contracthas been waived or modified as of the applicable Cutoff Date except aspermitted by the Servicing Agreement.

 

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### (ee)         PerfectionRepresentations.  The perfectionrepresentations, warranties and covenants made by the Depositor and set forthon Schedule 2 hereto shall be a part of this Agreement for allpurposes.

###  

### (ff)           DirectProgram Origination.  Not less than54.0% of the total portfolio of Contracts, after giving effect to thePrefunding Period, shall have been originated through the Seller’s directorigination program.

###  

## **Section 2.3.**           **Repurchase by the Sellerupon Breach**.

##  

TheDepositor shall inform the Seller promptly, in writing, upon the discovery ofany breach or failure to be true of the representations and warranties made bythe Seller pursuant to Section 2.2 hereof.  If such breach or failure shall not have beencured by the close of business on the last day of the Collection Period whichincludes the thirtieth (30th) day after the date on which the Seller becomesaware of, or receives written notice of such breach or failure, and such breachor failure materially and adversely affects the interest of the Trust in aContract, the Seller shall purchase such Contract from the Depositor for suchcontract’s Purchase Price on the Business Day preceding the Payment Dateimmediately following such Collection Period. The sole remedy of the Depositor with respect to a breach or failure tobe true of the representations and warranties made by the Seller pursuant to Section 2.2shall be to require the Seller to purchase Contracts pursuant to this Section 2.3.

 

# **Article III**

# ** **

# **TheSeller**

# ** **

## **Section 3.1.**           **Representations andWarranties of the Seller**.

##  

The Seller makes the following representations andwarranties on which the Depositor shall be deemed to have relied in acceptingthe Contributed Property.  Therepresentations and warranties speak as of the execution and delivery of thisAgreement and as of each Additional Contract Purchase Date and shall survivethe conveyance, transfer and absolute contribution of the Contributed Propertyto the Depositor pursuant to this Agreement, the sale of the Trust Propertypursuant to the Sale and Allocation Agreement and the pledge of the TrustProperty to the Indenture Trustee pursuant to the Indenture:

 

### (a)           Organizationand Good Standing.  The Seller hasbeen duly organized and is validly existing as a corporation in good standingunder the laws of the State of Texas, has the power, authority and legal rightto own its properties and to conduct its business as such properties arecurrently owned and such business is currently conducted, and has the power,authority and legal right to acquire, own and sell the Contracts.

###  

### (b)           DueQualification.  The Seller is dulyqualified to do business as a foreign corporation in good standing and hasobtained all necessary licenses and approvals in each 

 

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jurisdiction in which the failure to so qualify or to obtain suchlicenses and approvals would, in the reasonable judgment of the Seller,materially and adversely affect the performance by the Seller of itsobligations under, or the validity or enforceability of, this Agreement, any ofthe other Transaction Documents, the Contracts or the Notes.

###  

### (c)           Powerand Authority.  The Seller has thepower and authority to execute, deliver and perform its obligations under thisAgreement and the other Transaction Documents to which it is a party.  The Seller has the power and authority tosell, assign, transfer and convey the property to be contributed to anddeposited with the Depositor and has duly authorized such transfer and depositby all necessary corporate action, and the execution, delivery and performanceof this Agreement and the other Transaction Documents to which the Seller is aparty have been duly authorized by the Seller by all necessary corporate action.

###  

### (d)           ValidTransfer; Binding Obligation.  ThisAgreement effects a valid conveyance, transfer and absolute contribution to theDepositor of the Contracts and the other Contributed Property enforceableagainst creditors of and purchasers from the Seller.  This Agreement and the other TransactionDocuments to which the Seller is a party constitute legal, valid and bindingobligations of the Seller, enforceable against the Seller in accordance withtheir terms, subject, as to enforceability, to applicable bankruptcy,insolvency, reorganization, conservatorship, receivership, liquidation andother similar laws and to general equitable principles.

###  

### (e)           NoViolation.  The execution, deliveryand performance by the Seller of this Agreement and the other TransactionDocuments to which the Seller is a party, the consummation of the transactionscontemplated hereby and thereby and the fulfillment of the terms hereof andthereof will not conflict with, result in a breach of any of the terms andprovisions of or constitute (with or without notice or lapse of time or both) adefault under the certificate of incorporation or by-laws of the Seller or anymaterial indenture, agreement, mortgage, deed of trust or other instrument towhich the Seller is a party or by which the Seller is bound or to which any ofits properties are subject, or result in the creation or imposition of any lienupon any of its properties pursuant to the terms of any such indenture,agreement, mortgage, deed of trust or other instrument (other than pursuant tothis Agreement), or violate any law, order, rule or regulation applicableto the Seller or its properties of any federal or state regulatory body, court,administrative agency or other governmental instrumentality having jurisdictionover the Seller or any of its properties.

###  

### (f)            NoProceedings.  There are noproceedings or investigations pending, or, to the knowledge of the Seller,threatened, against the Seller before any court, regulatory body,administrative agency or other tribunal or governmental instrumentality havingjurisdiction over the Seller or its properties (i) asserting theinvalidity of this, any of the other Transaction Documents to which the Selleris a party (ii) seeking to prevent the consummation of any of thetransactions contemplated by this Agreement or any of the other TransactionDocuments to which the Seller is a party, (iii) seeking any determinationor ruling that, in the reasonable judgment of the Seller, would materially andadversely affect the performance by the Seller of its obligations under, or thevalidity or enforceability of, this Agreement, any of the other 

 

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Transaction Documents to which the Seller is a party, or (iv) that,in the reasonable judgment of the Seller, would adversely affect the federal orApplicable Tax State income, excise, franchise or similar tax attributes of theNotes or the Trust.

###  

## **Section 3.2.**           **Liability of the Seller;Indemnities**.

##  

### (a)           TheSeller shall be liable in accordance herewith only to the extent of theobligations specifically undertaken by the Seller under this Agreement.

###  

### (b)           Notwithstandingany other provision in any Transaction Document, the Seller shall indemnify,defend and hold harmless the Depositor from and against any taxes that may atany time be asserted against any such Person with respect to, and as of thedate of, the transfer of the Contracts and Additional Contracts to theDepositor or the issuance and original sale of the Notes, including any sales,gross receipts, general corporation, tangible personal property, privilege orlicense taxes (but, in the case of the Depositor, not including any taxesasserted with respect to ownership of the Contracts and Additional Contracts orfederal or other Applicable Tax State income taxes arising out of thetransactions contemplated by this Agreement and the other TransactionDocuments), and all costs and expenses in defending against such taxes.

###  

### (c)           TheSeller shall pay any and all taxes levied or assessed upon all or any part ofthe Depositor.

###  

Indemnification under this Section 3.2shall survive the termination of this Agreement and shall include reasonablefees and expenses of counsel and expenses of litigation.  If the Seller shall have made any indemnitypayments pursuant to this Section 3.2 and the Person to or onbehalf of whom such payments are made thereafter shall collect any of suchamounts from others, such Person shall promptly repay such amounts to theSeller, without interest.

 

## **Section 3.3.**           **Limitation on Liability ofthe Seller and Others**.

##  

### (a)           Neitherthe Seller nor any of the directors, officers, employees or agents of theSeller shall be under any liability to the Depositor or any other Person forany action taken or for refraining from the taking of any action pursuant tothis Agreement or for errors in judgment; provided, however, thatthis provision shall not protect the Seller or any such Person against anyliability that would otherwise be imposed by reason of willful misfeasance orbad faith in the performance of duties or by reason of reckless disregard ofobligations and duties under this Agreement, or by reason of negligence in theperformance of duties under this Agreement (except for errors injudgment).  The Seller, and itsdirectors, officers, employees and agents, may rely in good faith on the adviceof counsel or on any document of any kind primafacie properlyexecuted and submitted by any Person in respect of any matters arising underthis Agreement.

###  

### (b)           TheSeller shall not be under any obligation to appear in, prosecute or defend anylegal action that shall not be incidental to its obligations under thisAgreement and that in its opinion may involve it in any expense or liability.

 

11

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# **Article IV**

# ** **

# **Miscellaneous**

# ** **

## **Section 4.1.**           **Amendment**.

##  

### (a)           ThisAgreement may be amended from time to time by the Seller and the Depositor,with the consent of the Insurer (provided that no Insurer Default shall haveoccurred and be continuing), but without the consent of any of the Noteholders;provided, however, that any such amendment that materiallyadversely affects the rights of the Noteholders, as evidenced by an Opinion ofCounsel delivered to the Depositor, the Owner Trustee, the Indenture Trusteeand the Insurer, must be consented to by Noteholders evidencing not less than51% of the Class A Note Balance. Any such amendment shall be deemed not to materially and adverselyaffect the interests of any Noteholder if the Rating Agency Condition issatisfied or the Person requesting the amendment obtains an Opinion of Counselsatisfactory to the Depositor, the Owner Trustee, the Indenture Trustee and theInsurer to that effect.

###  

### (b)           [Reserved]

###  

### (c)           Priorto the execution of any amendment or consent pursuant to Section 4.1(a),the Seller and the Depositor shall provide, or shall cause to be provided,written notification of the substance of such amendment or consent to eachRating Agency and the Insurer.

###  

### (d)           Promptlyafter the execution of any amendment or consent pursuant to Section 4.1(a),the Depositor shall furnish written notification of the substance of suchamendment or consent to the Indenture Trustee and each of the RatingAgencies.  It shall not be necessary forthe consent of the Noteholders pursuant to Section 4.1(a) toapprove the particular form of any proposed amendment or consent, but it shallbe sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (andany other consents of the Noteholders provided for in this Agreement) and ofevidencing the authorization of the execution thereof by the Noteholders shallbe subject to such reasonable requirements as the Owner Trustee and theIndenture Trustee may prescribe.

###  

### (e)           Priorto the execution of any amendment pursuant to this Section 4.1, theOwner Trustee and the Indenture Trustee shall be entitled to receive and relyupon (i) an Opinion of Counsel stating that the execution of suchamendment (A) is authorized or permitted by this Agreement, (B) willnot materially adversely affect the federal or any Applicable Tax State incomeor franchise taxation of any Outstanding Note or any Holder thereof and (C) willnot cause the Trust to be taxable as a corporation for federal or anyApplicable Tax State income or franchise tax purposes and (ii) an Officer’sCertificate of the Seller that all conditions precedent provided for in thisAgreement to the execution of such amendment have been complied with.  The Owner Trustee or the Indenture Trusteemay, but shall not be obligated to, enter into any such amendment which affectssuch Owner Trustee’s or Indenture Trustee’s own rights, duties or immunitiesunder this Agreement or otherwise.

 

12

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## **Section 4.2.**           **Protection of Title of Depositor**.

##  

### (a)           TheSeller shall authorize and file, or shall cause to be authorized and filed,such financing statements and shall authorize and file, or shall cause to beauthorized and filed, such continuation statements, all in such manner and insuch places as may be required by law fully to preserve, maintain and protectthe interest of the Depositor in the Contracts and the proceeds thereof.  The Seller shall deliver, or shall cause tobe delivered, to the Depositor, the Owner Trustee, the Insurer and theIndenture Trustee file-stamped copies of, or filing receipts for, any documentfiled as provided above as soon as available following such filing.

###  

### (b)           TheSeller shall not change (i) its name, identity or corporate structure inany manner that would make any financing statement or continuation statementfiled by the Seller in accordance with Section 4.2(a) seriouslymisleading within the meaning of Section 9-507 of the Relevant UCC or (ii) itsjurisdiction of organization, unless, in each case it shall have given theOwner Trustee, the Insurer and the Indenture Trustee at least sixty (60) days’prior written notice thereof and shall have promptly filed such amendments topreviously filed financing statements or continuation statements or such newfinancing statements as may be necessary to continue the perfection of theinterest of the Depositor in the Contracts and the proceeds thereof.

###  

### (c)           TheSeller shall give the Depositor, Owner Trustee, the Insurer and the IndentureTrustee at least sixty (60) days’ prior written notice of any relocation of itsprincipal executive office or change of its jurisdiction of formation and shallpromptly file any such amendment, continuation statement or any new financingstatement.

###  

### (d)           Ifat any time the Seller shall propose to sell, grant a security interest in, orotherwise transfer any interest in any motor vehicle retail installment salecontract or security interest and promissory note to any prospective purchaser,lender or other transferee, the Seller shall give (or shall cause to be given)to such prospective purchaser, lender or other transferee computer tapes,compact disks, records or print-outs (including any restored from back-uparchives) that, if they shall refer in any manner whatsoever to any Contract, shallindicate clearly that such Contract has been Transferred to the Depositor.

###  

## **Section 4.3.**           **Governing Law**.

##  

This Agreement shall be construed in accordance withthe laws of the State of New York, without reference to its conflict of lawprovisions, and the obligations, rights and remedies of the parties under thisAgreement shall be determined in accordance with such laws.

 

## **Section 4.4.**           **Notices**.

##  

All demands, notices and other communications underthis Agreement shall be in writing, personally delivered, sent by telecopier,overnight courier or mailed by certified mail, return receipt requested, andshall be deemed to have been duly given upon receipt (a) in the case ofthe Seller, at the following address: 675 Bering Drive, Suite 710,Houston, Texas 77057 Attention: Bennie Duck, (b) in the case of theDepositor, at the following address: 675 Bering Drive, Suite 710, 

 

13

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Houston,Texas 77057 Attention: Bennie Duck, (c) in the case of the Owner Trustee,at the related Corporate Trust Office, with a copy to Wells Fargo DelawareTrust Company, 919 North Market Street, Suite 700, Wilmington, DE 19801Attention:  Corporate TrustAdministration, (d) in the case of the Indenture Trustee, at the relatedCorporate Trust Office, (e) in the case of Moody’s, at the followingaddress: Moody’s Investors Service, Inc., 99 Church Street, 4th Floor, NewYork, New York 10007, ServicerReports@moodys.com, Attn: Yan Yan, with anadditional copy to Moody’s Investors Service, Inc., 99 Church Street, 4thFloor, New York, New York 10007, Attn: ABS Monitoring Department, (f) inthe case of S&P, if available electronically, atServicer_reports@sandp.com, and if not available electronically, at thefollowing address: Standard & Poor’s Ratings Services, a division ofThe McGraw-Hill Companies, Inc., 55 Water Street, 43rd Floor, New York,New York 10041, Attention: ABS Surveillance Group, and (g) in the case ofthe Insurer, at the following address: MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504,Attention: Insured Portfolio Management, Structured Finance.

 

## **Section 4.5.**           **Severability of Provisions**.

##  

If any one or more of the covenants, agreements,provisions or terms of this Agreement shall be for any reason whatsoever heldinvalid, then such covenants, agreements, provisions or terms shall be deemedseverable from the remaining covenants, agreements, provisions or terms of thisAgreement and shall in no way affect the validity or enforceability of theother provisions of this Agreement.

 

## **Section 4.6.**           **Assignment**.

##  

Notwithstanding anything to the contrary containedherein to the contrary, this Agreement may not be assigned by the Sellerwithout the prior written consent of the Depositor.

 

## **Section 4.7.**           **Further Assurances**.

##  

The Seller agrees to do and perform, from time totime, any and all acts and to execute any and all further instruments requiredor reasonably requested by the Depositor to effect more fully the purposes ofthis Agreement, including, without limitation, the execution of any financingstatements or continuation statements relating to the Contracts for filingunder the provisions of the Relevant UCC of any applicable jurisdiction.

 

## **Section 4.8.**           **No Waiver; CumulativeRemedies**.

##  

No failure to exercise and no delay in exercising, onthe part of any Person, of any right, remedy, power or privilege hereunder,shall operate as a waiver thereof, nor shall any single or partial exercise ofany right, remedy, power or privilege hereunder preclude any other or further exercisethereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privilegesprovided in this Agreement are cumulative and not exhaustive of any rights,remedies, powers and privileges provided by law.

 

14

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## **Section 4.9.**           **Third-Party Beneficiaries**.

##  

This Agreement shall inure to the benefit of and bebinding upon the parties hereto, the Noteholders, the Owner Trustee, theIndenture Trustee and their respective successors and permitted assigns.  Except as otherwise provided in Section 3.2and this Article IV, no other Person shall have any right orobligation hereunder.  The parties heretohereby acknowledge and consent to the pledge of this Agreement by the Trust tothe Indenture Trustee for the benefit of the Noteholders and the Insurerpursuant to the Indenture.  The Insureris an express third party beneficiary of this Agreement and is entitled toenforce the provisions hereof as if a party hereto.

 

## **Section 4.10.**        **Actions by Noteholders**.

##  

### (a)           Whereverin this Agreement a provision is made that an action may be taken or a notice,demand or instruction given by the Noteholders, such action, notice orinstruction may be taken or given by any Noteholder, as applicable, unless suchprovision requires a specific percentage of the Noteholders.

###  

### (b)           Anyrequest, demand, authorization, direction, notice, consent, waiver or other actby a Noteholder shall bind such Noteholder and every subsequent Holder of suchNote issued upon the registration of transfer thereof or in exchange thereforor in lieu thereof in respect of anything done or omitted to be done by theDepositor, Owner Trustee, the Indenture Trustee or the Servicer in reliancethereon, whether or not notation of such action is made upon such Note.

###  

## **Section 4.11.**        **Counterparts**.

##  

For the purpose of facilitating the execution of thisAgreement and for other purposes, this Agreement may be executed simultaneouslyin any number of counterparts, each of which counterparts shall be deemed to bean original, and all of which counterparts shall constitute but one and thesame instrument.

 

## **Section 4.12.**        **[Reserved]**.

##  

## **Section 4.13.**        **No Bankruptcy**.

##  

The Trust and the Depositor each covenants and agreesthat, prior to the date which is one year and one day after the payment in fullof all securities issued by the Trust, which securities were rated by anynationally recognized statistical rating organization, it will not instituteagainst, or join any other Person in instituting against, or knowingly orintentionally cooperate or encourage any other Person in instituting against,the Trust or the Depositor any bankruptcy, reorganization, arrangement,insolvency or liquidation proceedings or other proceedings under any federal orstate bankruptcy or similar law.  This Section 4.13shall survive the resignation or removal of the Owner Trustee under the TrustAgreement and the Indenture Trustee under the Indenture and shall survive thetermination of the Trust Agreement and the Indenture.

 

15

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## **Section 4.14.**        **Certain Rights of theInsurer**.

##  

So long as no Insurer Default shall have occurred andbe continuing, the Insurer shall have the right to exercise all rights,including voting rights, which the Class A Noteholders are entitled toexercise pursuant to this Contribution Agreement, without any consent of such Class ANoteholders; provided, however, that the foregoing shall notapply to the rights of the Class A Noteholders set forth in the proviso toparagraph (a) of Section 4.1 of this Agreement.

 

## **Section 4.15.**        **Non-Confidential**.

##  

Notwithstanding anything herein or in any express orimplied agreement or understanding to the contrary, any party to this Agreement(and any employee, representative or other agent of any party to thisAgreement) may disclose to any and all persons, without limitation of any kind,the tax treatment and tax structure of the transactions contemplated by thisAgreement and all materials of any kind (including opinions or other taxanalyses) that are provided to it relating to such tax treatment and taxstructure; provided, however, that such disclosure may not bemade to the extent required to be kept confidential to comply with anyapplicable federal or state securities laws; and providedfurtherthat (to the extent not inconsistent with the foregoing) such disclosure shallbe made without disclosing the names or other identifying information of anyparty.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

16

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IN WITNESS WHEREOF, the parties hereto have causedthis Contribution Agreement to be duly executed by their respective officers,thereunto duly authorized, all as of the day and year first above written.

 
|   | FIRST INVESTORS  FINANCIAL SERVICES,  INC., as Seller    |
|--------|----------------------------------------------------------|
|   |                                                     |
|   |                                                     |
|   | By:                                                      |   |
|   | Name:                                                    |   |
|   | Title:                                                   |   |
|   |                                                     |
|   |                                                     |
|   | FIRST INVESTORS  AUTO FUNDING  CORPORATION, as Depositor |
|   |                                                     |
|   |                                                     |
|   | By:                                                      |   |
|   | Name:                                                    |   |
|   | Title:                                                   |   |

 

17

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**Schedule 1**

 

**Contract Schedule**

 

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**Schedule 2**

 

**Perfection Representations, Warranties andCovenants**

 

Inaddition to the representations, warranties and covenants contained in thisAgreement, the Seller hereby represents, warrants, and covenants to theDepositor as follows on the Closing Date and on each Additional ContractPurchase Date on which the Depositor purchases Contracts, in each case onlywith respect to the Contributed Property conveyed, transferred and absolutelycontributed to the Depositor on the Closing Date or the relevant Additional ContractPurchase Date:

 

**General**

 

1.             The Agreement creates a valid and continuing securityinterest (as defined in the Relevant UCC Section 9-102) in the ContributedProperty in favor of the Depositor, which security interest is prior to allother Liens, except as set forth below and is enforceable as such againstcreditors of and purchasers from and assignees of the Depositor.

 

2.             Each Contract constitutes “tangible chattel paper” andnot “electronic chattel paper”, within the meaning of the Relevant UCC Section 9-102.

 

3.             The Seller has taken or will take all steps necessaryactions with respect to the Contracts to perfect the security interest of theDepositor in the Contracts .

 

**Creation**

 

1.             The Seller owns and has good and marketable title to theContributed Property, free and clear of any Lien, claim or encumbrance of anyPerson, excepting only tax liens, some mechanics’ liens and other liens thatarise by the operation of law, in each case on any of the Financed Vehicles andarising solely as a result of an action or omission of the related Obligor.

 

**Perfection**

 

1.             The Seller has caused the filing of all appropriatefinancing statements in the proper filing office in the appropriatejurisdictions under applicable law in order to perfect the security interest inthe Contributed Property absolutely contributed to the Depositor under thisAgreement.

 

2.             With respect to Contributed Property that constitutestangible chattel paper, such tangible chattel paper is in the possession of theDepositor (it being understood that the Depositor will deliver such tangiblechattel paper to the Custodian and that the Depositor will receive a writtenacknowledgment from the Custodian that it is holding such tangible chattelpaper solely on its behalf and for the benefit of the Depositor).  All financing statements filed or to be filedagainst the Seller in favor of the Depositor in connection with this Agreementdescribing the Contributed Property contain a statement to the following effect:“A purchase of or security interest in any collateral described in thisfinancing statement will violate the rights of the Secured Party.”

 

2-1

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**Priority**

 

1.             Other than the security interest granted to theDepositor pursuant to this Agreement, the Seller has not pledged, assigned,sold, granted a security interest in, or otherwise conveyed any of theContributed Property.  The Seller has notauthorized the filing of, or is not aware of any financing statements againstthe Seller that includes a description of the Contributed Property and proceedsrelated thereto other than any financing statement (i) relating to thetransfer of the Contracts by the Seller to the Depositor under this Agreement;or (ii) that has been terminated or amended to reflect a release of theContributed Property.

 

2.             The Seller is not aware of any judgment, ERISA or taxlien filings against the Seller.

 

3.             None of the tangible chattel paper that constitutes orevidences the Contracts has any marks or notations indicating that it has beenpledged, assigned or otherwise conveyed to any Person other than the Depositor.

 

**Survival of Perfection Representations**

 

1.             Notwithstanding any other provision of this Agreement,the Sale and Allocation Agreement, the Indenture or any other TransactionDocument, the Perfection Representations, Warranties and Covenants contained inthis Schedule shall be continuing, and remain in full force and effectuntil such time as all obligations under this Agreement, the Sale andAllocation Agreement and the Indenture have been finally and fully paid andperformed.

 

**No Waiver**

 

1.             The parties hereto: (i) shall not, withoutobtaining a confirmation of the then-current ratings of each Class of the Class ANotes (without giving effect to the Policy), waive any of the PerfectionRepresentations, Warranties or Covenants; (ii) shall provide the RatingAgencies with prompt written notice of any breach of the PerfectionRepresentations, Warranties or Covenants, and shall not, without obtaining aconfirmation of the then-current ratings of each Class of the Class ANotes (without giving effect to the Policy) as determined after any adjustmentor withdrawal of the ratings following notice of such breach) waive a breach ofany of the Perfection Representations, Warranties or Covenants.

 

2-2

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Exhibit A

 

Form Of Subsequent Contribution Agreement

 

For value received, in accordance with theContribution (the “*Contribution Agreement*”),dated as of May 5, 2005, by and between First Investors Financial Services, Inc.and First Investors Auto Funding Corporation, the undersigned does herebyconvey, transfer and absolutely contribute unto the Depositor, without recourse(subject to the obligations in the Contribution Agreement) all right, title andinterest of the Seller in and to (i) the Additional Contracts listed on Schedule 1hereto, (ii) all amounts received on or in respect of such AdditionalContracts after the Additional Cutoff Date related thereto; (iii) thesecurity interests in the Financed Vehicles related thereto; (iv) anyproceeds from claims on or refunds of premiums with respect to extendedwarranties or physical damage, theft, credit life and credit disabilityinsurance policies relating to the Financed Vehicles or the related Obligorswith respect to such Additional Contracts; (v) any Liquidation Proceedswith respect to such Additional Contracts; (vi) the Contract Files withrespect to such Additional Contracts; and (vii) and all present and futureclaims, demands, causes of action and choses in action in respect of any or allof the foregoing and all payments on or under and all proceeds of every kindand nature whatsoever in respect of any or all of the foregoing, including allproceeds of the conversion thereof, voluntary or involuntary, into cash orother liquid property, all cash proceeds, accounts, accounts receivable, notes,drafts, acceptances, chattel paper, checks, deposit accounts, insuranceproceeds, condemnation awards, rights to payment of any and every kind andother forms of obligations and receivables, instruments and other propertywhich at any time constitute all or part of or are included in the proceeds ofany of the foregoing.

 

All provisions of the Contribution Agreement areincorporated herein by reference.  Allcapitalized terms not defined herein shall have the meanings set forth in theContribution Agreement.

 

It is explicitly agreed by the Seller and theDepositor that the Purchase Price delivered to the Seller by the Depositorpursuant to this Subsequent Contribution Agreement shall consist of theproceeds from the sale of the Additional Conveyed Property by the Depositor tothe Trust and that the remaining portion of the Purchase Price shall be deemedto constitute a capital contribution by the Seller to the Depositor (it beingunderstood that the Seller has a 100% ownership interest in the Depositor).

 

The Seller does hereby make each of therepresentations and warranties referred to in Section 2.2 of theContribution Agreement with respect to this Subsequent Contribution Agreementwith full force and effect as if fully set forth herein.  The Seller does hereby certify that each ofthe conditions precedent set forth in Section 2.1(f) of theContribution Agreement has been satisfied.

 

A-1

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This Subsequent Contribution Agreement shall begoverned by, and construed in accordance with, the laws of the State of NewYork, without giving effect to the conflicts of laws principles thereof.

 

IN WITNESS WHEREOF, the undersigned has caused thisSubsequent Contribution Agreement to be executed by its officer thereunto dulyauthorized, as of                                 ,200[  ].

 
|   | FIRST INVESTORS  FINANCIAL SERVICES, INC. |
|--------|-------------------------------------------|
|   |                                      |
|   | By:                                       |   |
|   | Name:                                     |   |
|   | Title:                                    |   |

 

A-2

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Schedule 1

to

Additional Contract Assignment

Dated

                    ,2005

 

List of Additional Contracts

 

----