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, (iii) this
Amendment is its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally and (iv) it is in compliance with all applicable requirements
of law.  The representations and
warranties set forth above shall survive the execution of this Amendment.


SECTION
3. EFFECTIVENESS OF THIS AMENDMENT


The terms and
provisions of this Amendment shall be effective on the last to occur of receipt
by the Deal Agent of (a) an original of this Amendment fully executed by each
of the parties hereto and (b) receipt by the Deal Agent by wire transfer in
immediately available funds of an amendment fee in the amount of $125,000,
which fee shall be fully earned and not refundable in whole or in part upon the
execution and delivery of this Amendment.


SECTION
4. PROVISIONS OF GENERAL APPLICATION


4.1          Effect of this Amendment.  Except as modified pursuant hereto, no other
changes or modifications to the Transaction Documents are intended or implied
and in all other respects each of the Transaction Documents are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof.  To the extent of
conflict between the terms of this Amendment and any other Transaction
Document, the terms of this Amendment shall control.  The Note Purchase Agreement and this Amendment
shall be read and construed as one agreement.


4.2          Further Assurances.  Issuer shall execute and deliver such
additional documents and take such additional action as may, in the opinion of
the Deal Agent, be necessary or desirable to effectuate the provisions and
purposes of this Amendment.


4.3          Binding Effect.  This Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.



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4.4          Survival of Representations and
Warranties.  All representations
and warranties made in this Amendment or any other document furnished in
connection with this Amendment shall survive the execution and delivery of this
Amendment and the other documents, and no investigation by the Deal Agent, the
Collateral Agent or any Secured Party or any closing shall affect the
representations and warranties or the right of Lenders to rely upon them.


4.5          Severability.  Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment.


4.6          Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


4.8          Counterparts.  This Amendment may be executed in any number
of counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but
all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


[Remainder
of Page Intentionally Left Blank]



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IN WITNESS WHEREOF,
this Amendment is executed and delivered as of the day and year first above
written.


	
  ISSUER:

  	
  FIRST INVESTORS RESIDUAL FUNDING LP

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  FIALAC Holdings, Inc., its sole general

  partner

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Bennie H. Duck

  
	
   

  	
  Title: Vice President and Chief Financial
  Officer

  



 


[Additional
Signatures to Follow]


 


[Signature page
to Amendment No. 6 to NPA - First Investors Residual]













 


	
  INITIAL NOTE INVESTOR:

  	
  VARIABLE FUNDING CAPITAL COMPANY LLC,

  	 

	
   

  	
   

  	 

	
   

  	
  By:
  Wachovia Capital Markets, LLC,

  as attorney-in-fact

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  DEAL AGENT and

  	
   

  	 

	
  COLLATERAL AGENT

  	
  WACHOVIA CAPITAL MARKETS, LLC

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  LIQUIDITY AGENT and

  	
   

  	 

	
  LIQUIDITY BANK

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	 

	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
   

  
							



 


[End
of Signatures]


 


[Signature page
to Amendment No. 6 to NPA - First Investors Residual]