Exhibit 10.140


 


 




 





 


	
   

  	
  Subsidiary Guaranty Agreement

  
	
   

  	
   

  
	
   

  	
  Dated as of September 12, 2007

  
	
   

  	
   

  



 


	
  Re:

  	
  $5,000,000 12.75% Senior Subordinated Notes, 

  due September 12, 2017 

  $318,750 14.75% Senior Subordinated Paid-In-Kind Notes, 

  due September 12, 2017 

  of 

  First Investors Financial Services Group, Inc.

  



 




 





 


 

















 


TABLE OF CONTENTS


 


(Not a part of the Agreement)


 


	
  Section 1.

  	
  Definitions.

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Guaranty of Notes and Note Purchase Agreement

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Guaranty of Payment and Performance

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  General Provisions Relating to the Guaranty.

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Representations and Warranties of the Guarantors.

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Amendments, Waivers and Consents.

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Notices.

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Miscellaneous.

  	
  11

  



 


 


ATTACHMENTS TO
SUBSIDIARY GUARANTY AGREEMENT:


 


	
  Exhibit A

  	
  —

  	
  Guaranty
  Supplement

  



 


i

















 


 


SUBSIDIARY
GUARANTY AGREEMENT


 


	
  Re:

  	
  $5,000,000 12.75% Senior Subordinated Notes, 

  due September 12, 2017 

  $318,750 14.75% Senior Subordinated Paid-In-Kind Notes, 

  due September 12, 2017 

  of 

  First Investors Financial Services Group, Inc.

  



 


This SUBSIDIARY GUARANTY AGREEMENT dated as of September 12, 2007
(this “Guaranty”) is entered into on a
joint and several basis by each of the undersigned, together with any entity
which may become a party hereto by execution and delivery of a Subsidiary
Guaranty Supplement in substantially the form set forth as Exhibit A
hereto (a “Guaranty Supplement”)
(which parties are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”).


 


RECITALS


 


A.                                   Each
Guarantor, directly or indirectly, is a subsidiary of First Investors Financial
Services Group, Inc., a corporation organized under the laws of the State
of Texas (the “Company”).


 


B.                                     The
Company has entered into a Note Purchase Agreement dated as of September 12,
2007 (as the same may be amended, supplemented, restated or otherwise modified
from time to time, the “Note Purchase
Agreement”) between the Company and each of the purchasers
named on Schedule A attached to said Note Purchase Agreement (the “Note Purchasers”),
providing for, among other things, the issue and sale by the Company to the
Note Purchasers of (a) $5,000,000 aggregate principal amount of its 12.75%
Senior Subordinated Notes, due September 12, 2017 (the “Senior Subordinated Notes”)
and (b) $318,750 aggregate principal amount of its 14.75% Senior
Subordinated Paid-In-Kind Notes, due September 12, 2017 (the “Senior Subordinated PIK Notes”;
the Senior Subordinated Notes together with the Senior Subordinated PIK Notes
are collectively referred to herein as the “Notes”). The Note Purchasers together
with their respective successors and assigns are collectively referred to
herein as the “Holders.”


 


C.                                     The
Note Purchasers have required as a condition of their purchase of the Notes
that the Company cause each of the undersigned to enter into this Guaranty and
to cause each newly formed and acquired Subsidiary to enter into a Guaranty
Supplement, and the Company has agreed to cause each of the undersigned to
execute this Guaranty and to cause each newly formed and acquired Subsidiary to
execute a Guaranty Supplement, in each case in order to induce the Note
Purchasers to purchase the Notes and thereby benefit the Company and its
Subsidiaries by providing funds to the Company for the purposes described in
Schedule 5.14 of the Note Purchase Agreement.


 

















 


Now, therefore, as required by Section 2.2 of the Note Purchase
Agreement and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged,
each Guarantor does hereby covenant and agree, jointly and severally, as
follows:


 


SECTION 1.                                                                            DEFINITIONS.


 


Capitalized terms used herein shall have the meanings set forth in the
Note Purchase Agreement unless otherwise defined herein.


 


SECTION 2.                                                                            GUARANTY OF NOTES AND NOTE PURCHASE AGREEMENT


 


(a)                                  Each
Guarantor jointly and severally does hereby irrevocably, absolutely and
unconditionally guarantee unto the Holders: 
(1) the full and prompt payment of the principal of, premium, if
any, and interest on the Notes from time to time outstanding, as and when such
payments shall become due and payable whether by lapse of time, upon redemption
or prepayment, by extension or by acceleration or declaration or otherwise
(including, to the extent permitted by applicable law, interest due on overdue
payments of principal, or interest at the rate set forth in the Notes) in
Federal or other immediately available funds of the United States of America
which at the time of payment or demand therefore shall be legal tender for the
payment of public and private debts, (2) the full and prompt performance
and observance by the Company of each and all of the obligations, covenants and
agreements required to be performed or owed by the Company under the terms of
the Notes and the Note Purchase Agreement and (3) the full and prompt
payment, upon demand by any Holder of all costs and expenses, legal or
otherwise (including reasonable attorneys’ fees), if any, as shall have been
expended or incurred in the protection or enforcement of any rights, privileges
or liabilities in favor of the Holders under or in respect of the Notes, the
Note Purchase Agreement, or under this Guaranty or in any consultation or
action in connection therewith or herewith.


 


(b)                                 To
the extent that any Guarantor shall make a payment hereunder (a “Payment”) which,
taking into account all other Payments previously or concurrently made by any
of the other Guarantors, exceeds the amount which such Guarantor would
otherwise have paid if each Guarantor had paid the aggregate obligations
satisfied by such Payment in the same proportion as such Guarantor’s “Allocable
Amount” (as hereinafter defined) in effect immediately prior to such Payment
bore to the Aggregate Allocable Amount (as hereinafter defined) of all of the
Guarantors in effect immediately prior to the making of such Payment, then such
Guarantor shall be entitled to contribution and indemnification from, and be
reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Payment; provided that each Guarantor covenants and
agrees that such right of contribution and indemnification and any and all
claims of such Guarantor against any other Guarantor, any endorser or against
any of their property shall be junior and subordinate in right of payment to
the prior indefeasible final payment in cash in full of all of the Notes and satisfaction
by the Company of its obligations under the Note Purchase Agreement and by the
Guarantors of their obligations under this Guaranty, and the Guarantors shall
not take any action to enforce such right of contribution and indemnification,
and the Guarantors shall not accept any payment in respect of such right of
contribution and indemnification, until all of the Notes and all amounts
payable by the Guarantors hereunder have 


 


2





















 


indefeasibly
been finally paid in cash in full and all of the obligations of the Company
under the Note Purchase Agreement and of the Guarantors under this Guaranty
have been satisfied.


 


As of any date of determination, (1) the “Allocable Amount”
of any Guarantor shall be equal to the maximum amount which could then be
claimed by the Holders under this Guaranty without rendering such claim
voidable or avoidable under Section 548 of Chapter 11 of the United States
Bankruptcy Code (11 U.S.C. Sec. 101 et.
seq.) or under any applicable state Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act or similar statute or common law; and (2) the
“Aggregate
Allocable Amount” shall be equal to the sum of each
Guarantor’s Allocable Amount.


 


This clause (b) is intended only to define the relative rights of
the Guarantors, and nothing set forth in this clause (b) is intended to or
shall impair the obligations of the Guarantors, jointly and severally, to pay
any amounts to the Holders as and when the same shall become due and payable in
accordance herewith.


 


Each Guarantor acknowledges that the rights of contribution and
indemnification hereunder shall constitute an asset in favor of any Guarantor
to which such contribution and indemnification is owing.


 


SECTION 3.                                                                            GUARANTY OF PAYMENT AND PERFORMANCE


 


This is an irrevocable, absolute and unconditional guarantee of payment
and performance (but not of collection) and each Guarantor hereby waives, to
the fullest extent permitted by law, any right to require that any action on or
in respect of any Note or the Note Purchase Agreement be brought against the
Company or any other Person or that resort be had to any direct or indirect
security for the Notes or for this Guaranty or any other remedy. Any Holder
may, at its option, proceed hereunder against any Guarantor in the first
instance to collect monies when due, the payment of which is guaranteed hereby,
without first proceeding against the Company or any other Person and without
first resorting to any direct or indirect security for the Notes or for this
Guaranty or any other remedy. The liability of each Guarantor hereunder shall
in no way be affected or impaired by any acceptance by any Holder of any direct
or indirect security for, or other guaranties of, any Debt, liability or
obligation of the Company or any other Person to any Holder or by any failure,
delay, neglect or omission by any Holder to realize upon or protect any such
guarantees, Debt, liability or obligation or any notes or other instruments
evidencing the same or any direct or indirect security therefore or by any
approval, consent, waiver, or other action taken, or omitted to be taken by any
such Holder.


 


The covenants and agreements on the part of the Guarantors herein
contained shall take effect as joint and several covenants and agreements, and
references to the Guarantors shall take effect as references to each of them
and none of them shall be released from liability hereunder by reason of the
guarantee ceasing to be binding as a continuing security on any other of them.


 


SECTION 4.                                                                            GENERAL PROVISIONS RELATING TO THE GUARANTY.


 


(a)                                  Each
Guarantor hereby consents and agrees that any Holder or Holders from time to
time, with or without any further notice to or assent from any other Guarantor
may, without in 


 


3





















 


any manner
affecting the liability of any Guarantor under this Guaranty, and upon such
terms and conditions as any such Holder or Holders may deem advisable:


 


(1)                                  extend
in whole or in part (by renewal or otherwise), modify, change, compromise,
release or extend the duration of the time for the performance or payment of
any Debt, liability or obligation of the Company or of any other Person
(including, without limitation, any other Guarantor) secondarily or otherwise liable
for any Debt, liability or obligation of the Company on the Notes, or waive any
Default or Event of Default with respect thereto, or waive, modify, amend or
change any provision of the Note Purchase Agreement, any other agreement or
waive this Guaranty; or


 


(2)                                  sell,
release, surrender, modify, impair, exchange or substitute any and all
property, of any nature and from whomsoever received, held by, or for the
benefit of, any such Holder as direct or indirect security for the payment or
performance of any Debt, liability or obligation of the Company or of any other
Person (including, without limitation, any other Guarantor) secondarily or
otherwise liable for any Debt, liability or obligation of the Company on the
Notes; or


 


(3)                                  settle,
adjust or compromise any claim of the Company against any other Person
(including, without limitation, any other Guarantor) secondarily or otherwise
liable for any Debt, liability or obligation of the Company on the Notes.


 


Each Guarantor hereby ratifies and confirms any such extension,
renewal, change, sale, release, waiver, surrender, exchange, modification,
amendment, impairment, substitution, settlement, adjustment or compromise and
that the same shall be binding upon it, and hereby waives, to the fullest
extent permitted by law, any and all defenses, counterclaims or offsets which
it might or could have by reason thereof, it being understood that such
Guarantor shall at all times be bound by this Guaranty and remain liable
hereunder.


 


(b)                                 Each
Guarantor hereby waives, to the fullest extent permitted by law:


 


(1)                                  notice
of acceptance of this Guaranty by the Holders or of the creation, renewal or
accrual of any liability of the Company, present or future, or of the reliance
of such Holders upon this Guaranty (it being understood that every Debt,
liability and obligation described in Section 2 hereof shall conclusively
be presumed to have been created, contracted or incurred in reliance upon the
execution of this Guaranty);


 


(2)                                  demand
of payment by any Holder from the Company or any other Person (including,
without limitation, any other Guarantor) indebted in any manner on or for any
of the Debt, liabilities or obligations hereby guaranteed; and


 


(3)                                  presentment
for the payment by any Holder or any other Person of the Notes or any other
instrument, protest thereof and notice of its dishonor to any party thereto and
to such Guarantor.


 


The obligations of each Guarantor under this Guaranty and the rights of
any Holder to enforce such obligations by any proceedings, whether by action at
law, suit in equity or otherwise, shall not be subject to any reduction,
limitation, impairment or termination, whether 


 


4

















 


by reason of any claim of any character
whatsoever or otherwise and shall not be subject to any defense, set-off,
counterclaim (other than any compulsory counterclaim), recoupment or
termination whatsoever.


 


(c)                                  The
obligations of the Guarantors hereunder shall be binding upon the Guarantors
and their successors and assigns, and shall remain in full force and effect
irrespective of:


 


(1)                                  the
genuineness, validity, regularity or enforceability of the Notes, the Note
Purchase Agreement, or any other agreement or any of the terms of any thereof,
the continuance of any obligation on the part of the Company or any other
Person on or in respect of the Notes or under the Note Purchase Agreement, or
any other agreement or the power or authority or the lack of power or authority
of the Company to issue the Notes or the Company to execute and deliver the
Note Purchase Agreement, or any other agreement or of any Guarantor to execute
and deliver this Guaranty or to perform any of its obligations hereunder or the
existence or continuance of the Company or any other Person as a legal entity; or


 


(2)                                  any
default, failure or delay, willful or otherwise, in the performance by the
Company, any Guarantor or any other Person of any obligations of any kind or
character whatsoever under the Notes, the Note Purchase Agreement, this
Guaranty or any other agreement; or


 


(3)                                  any
creditors’ rights, bankruptcy, receivership or other insolvency proceeding of
the Company, any Guarantor or any other Person or in respect of the property of
the Company, any Guarantor or any other Person or any merger, consolidation,
reorganization, dissolution, liquidation, the sale of all or substantially all
of the assets of or winding up of the Company, any Guarantor or any other
Person; or


 


(4)                                  impossibility
or illegality of performance on the part of the Company, any Guarantor or any
other Person of its obligations under the Notes, the Note Purchase Agreement,
this Guaranty or any other agreements; or


 


(5)                                  in
respect of the Company or any other Person, any change of circumstances,
whether or not foreseen or foreseeable, whether or not imputable to the Company
or any other Person, or other impossibility of performance through fire,
explosion, accident, labor disturbance, floods, droughts, embargoes, wars
(whether or not declared), civil commotion, acts of God or the public enemy, delays
or failure of suppliers or carriers, inability to obtain materials, action of
any Federal or state regulatory body or agency, change of law or any other
causes affecting performance, or any other force majeure, whether or not beyond the control of the Company
or any other Person and whether or not of the kind hereinbefore specified; or


 


(6)                                  any
attachment, claim, demand, charge, Lien, order, process, encumbrance or any
other happening or event or reason, similar or dissimilar to the foregoing, or
any withholding or diminution at the source, by reason of any taxes,
assessments, expenses, Debt, obligations or liabilities of any character,
foreseen or unforeseen, and whether or not valid, incurred by or against the
Company, any Guarantor or any other Person or any 


 


5

















 


claims, demands, charges or
Liens of any nature, foreseen or unforeseen, incurred by the Company, any
Guarantor or any other Person, or against any sums payable in respect of the
Notes or under the Note Purchase Agreement, or this Guaranty, so that such sums
would be rendered inadequate or would be unavailable to make the payments
herein provided; or


 


(7)                                  any
order, judgment, decree, ruling or regulation (whether or not valid) of any
court of any nation or of any political subdivision thereof or any body,
agency, department, official or administrative or regulatory agency of any
thereof or any other action, happening, event or reason whatsoever which shall
delay, interfere with, hinder or prevent, or in any way adversely affect, the
performance by the Company, any Guarantor or any other Person of its respective
obligations under or in respect of the Notes, the Note Purchase Agreement, this
Guaranty or any other agreement; or


 


(8)                                  the
failure of any Guarantor to receive any benefit from or as a result of its
execution, delivery and performance of this Guaranty; or


 


(9)                                  any
failure or lack of diligence in collection or protection, failure in
presentment or demand for payment, protest, notice of protest, notice of
default and of nonpayment, any failure to give notice to any Guarantor of
failure of the Company, any Guarantor or any other Person to keep and perform
any obligation, covenant or agreement under the terms of the Notes, the Note
Purchase Agreement, this Guaranty or any other agreement or failure to resort
for payment to the Company, any Guarantor or to any other Person or to any
other guaranty or to any property, security, Liens or other rights or remedies;
or


 


(10)                            (the
acceptance of any additional security or other guaranty, the advance of
additional money to the Company or any other Person, the renewal or extension
of the Notes or amendments, modifications, consents or waivers with respect to
the Notes, the Note Purchase Agreement, or any other agreement, or the sale,
release, substitution or exchange of any security for the Notes; or


 


(11)                            any
merger or consolidation of the Company, any Guarantor or any other Person into
or with any other Person or any sale, lease, transfer or other disposition of
any of the assets of the Company, any Guarantor or any other Person to any
other Person, or any change in the ownership of any shares or other equity
interests of the Company, any Guarantor or any other Person; or


 


(12)                            any
defense whatsoever that:  (i) the
Company or any other Person might have to the payment of the Notes (including,
principal or interest), other than payment thereof in Federal or other
immediately available funds or (ii) the Company or any other Person might
have to the performance or observance of any of the provisions of the Notes,
the Note Purchase Agreement, or any other agreement, whether through the
satisfaction or purported satisfaction by the Company or any other Person of
its debts due to any cause such as bankruptcy, insolvency, receivership,
merger, consolidation, reorganization, dissolution, liquidation, winding-up or
otherwise; or


 


6

















 


(13)                            any
act or failure to act with regard to the Notes, the Note Purchase Agreement,
this Guaranty or any other agreement or anything which might vary the risk of
any Guarantor or any other Person; or


 


(14)                            any
other circumstance which might otherwise constitute a defense available to, or
a discharge of, any Guarantor or any other Person in respect of the obligations
of any Guarantor or other Person under this Guaranty or any other agreement;


 


provided that the specific enumeration of the above-mentioned acts, failures or
omissions shall not be deemed to exclude any other acts, failures or omissions,
though not specifically mentioned above, it being the purpose and intent of
this Guaranty and the parties hereto that the obligations of each Guarantor
shall be absolute and unconditional and shall not be discharged, impaired or
varied except by the payment of the principal of, premium, if any, and interest
on the Notes in accordance with their respective terms whenever the same shall
become due and payable as in the Notes provided, at the place specified in and
all in the manner and with the effect provided in the Notes and the Note
Purchase Agreement, as each may be amended or modified from time to time. Without
limiting the foregoing, it is understood that repeated and successive demands
may be made and recoveries may be had hereunder as and when, from time to time,
the Company shall default under or in respect of the terms of the Notes or the
Note Purchase Agreement and that notwithstanding recovery hereunder for or in
respect of any given default or defaults by the Company under the Notes or the Note
Purchase Agreement, this Guaranty shall remain in full force and effect and
shall apply to each and every subsequent default.


 


(d)                                 All
rights of any Holder under this Guaranty shall be considered to be transferred
or assigned at any time or from time to time upon the transfer of any Note held
by such Holder whether with or without the consent of or notice to the
Guarantors under this Guaranty or to the Company.


 


(e)                                  To
the extent of any payments made under this Guaranty, the Guarantors shall be
subrogated to the rights of the Holder or Holders upon whose Notes such payment
was made, but each Guarantor covenants and agrees that such right of
subrogation and any and all claims of such Guarantor against the Company, any
endorser or other Guarantor or against any of their respective properties shall
be junior and subordinate in right of payment to the prior indefeasible final
payment in cash in full of all of the Notes and satisfaction by the Company of
its obligations under the Note Purchase Agreement and by the Guarantors of
their obligations under this Guaranty, and the Guarantors shall not take any
action to enforce such right of subrogation, and the Guarantors shall not
accept any payment in respect of such right of subrogation, until all of the
Notes and all amounts payable by the Guarantors hereunder have indefeasibly
been finally paid in cash in full and all of the obligations of the Company
under the Note Purchase Agreement and of the Guarantors under this Guaranty
have been satisfied. Notwithstanding any right of any Guarantor to ask, demand,
sue for, take or receive any payment from the Company, all rights, Liens and
security interests of each Guarantor, whether now or hereafter arising and
howsoever existing, in any assets of the Company shall be and hereby are
subordinated to the rights, if any, of the Holders in those assets. No
Guarantor shall have any right to possession of any such asset or to foreclose
upon any such asset, whether by judicial action or otherwise, unless and until
all of the Notes and the obligations of the Company under the Note Purchase
Agreement shall have been paid in cash in full and satisfied.


 


7





















 


(f)                                    Each
Guarantor agrees that to the extent the Company or any other Person makes any
payment on any Note, which payment or any part thereof is subsequently
invalidated, voided, declared to be fraudulent or preferential, set aside,
recovered, rescinded or is required to be retained by or repaid to a trustee,
receiver, or any other Person under any bankruptcy code, common law, or
equitable cause, then and to the extent of such payment, the obligation or the
part thereof intended to be satisfied shall be revived and continued in full
force and effect with respect to the Guarantors’ obligations hereunder, as if
said payment had not been made. The liability of the Guarantors hereunder shall
not be reduced or discharged, in whole or in part, by any payment to any Holder
from any source that is thereafter paid, returned or refunded in whole or in
part by reason of the assertion of a claim of any kind relating thereto,
including, but not limited to, any claim for breach of contract, breach of
warranty, preference, illegality, invalidity or fraud asserted by any account
debtor or by any other Person.


 


(g)                                 No
Holder shall be under any obligation:  (1) to
marshall any assets in favor of the Guarantors or in payment of any or all of
the liabilities of the Company under or in respect of the Notes and the Note
Purchase Agreement or the obligations of the Guarantors hereunder or (2) to
pursue any other remedy that the Guarantors may or may not be able to pursue
themselves and that may lighten the Guarantors’ burden, any right to which each
Guarantor hereby expressly waives.


 


SECTION 5.                                                                            REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.


 


Each Guarantor represents and warrants to each Holder that:


 


(a)                                  Such
Guarantor is a corporation or other legal entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization,
and is duly qualified as a foreign corporation or other legal entity and is in
good standing in each jurisdiction in which such qualification is required by
law, other than those jurisdictions as to which the failure to be so qualified
or in good standing would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on (1) the business,
operations, affairs, financial condition, assets or properties of such
Guarantor and its subsidiaries, taken as a whole, or (2) the ability of
such Guarantor to perform its obligations under this Guaranty or (3) the
validity or enforceability of this Guaranty (herein in this Section 5, a “Material Adverse Effect”).
Such Guarantor has the power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Guaranty and to
perform the provisions hereof and thereof.


 


(b)                                 Each
subsidiary of such Guarantor is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and is duly qualified as a foreign corporation or
other legal entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which
the failure to be so qualified or in good standing would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. Each
subsidiary of such Guarantor has the power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the
business it transacts and proposes to transact.


 


8

















 


(c)                                  This
Guaranty has been duly authorized by all necessary action on the part of such
Guarantor, and this Guaranty constitutes a legal, valid and binding obligation
of such Guarantor enforceable against such Guarantor in accordance with its
terms, except as such enforceability may be limited by (1) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (2) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


(d)                                 The
execution, delivery and performance by such Guarantor of this Guaranty will not
(1) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of such Guarantor
or any of its subsidiaries under any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, organizational document or any other
agreement or instrument to which such Guarantor or any of its subsidiaries is
bound or by which such Guarantor or any of its subsidiaries or any of their
respective properties may be bound or affected, (2) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to such Guarantor or any of its subsidiaries or (3) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to such Guarantor or any of its subsidiaries.


 


(e)                                  No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by such Guarantor of this Guaranty.


 


(f)                                    There
are no actions, suits or proceedings pending or, to the knowledge of such
Guarantor, threatened against or affecting such Guarantor or any of its
subsidiaries or any property of such Guarantor or any of its subsidiaries in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.


 


(g)                                 Neither
such Guarantor nor any of its Subsidiaries is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including, without limitation, Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(h)                                 Neither
such Guarantor nor any of its Subsidiaries is subject to regulation under
Investment Company Act of 1940, as amended, the Interstate Commerce Act, as
amended, or the Federal Power Act, as amended.


 


(i)                                     Such
Guarantor is solvent, has capital not unreasonably small in relation to its
business or any contemplated or undertaken transaction and has assets having a
value both at fair valuation and at present fair salable value greater than the
amount required to pay its debts as they become due and greater than the amount
that will be required to pay its probable liability on its existing debts as
they become absolute and matured. Such Guarantor does not intend to incur, or
believe or should have believed that it will incur, debts beyond its ability to
pay such debts as 


 


9





















 


they become
due. Such Guarantor will not be rendered insolvent by the execution and
delivery of, and performance of its obligations under, this Guaranty. Such
Guarantor does not intend to hinder, delay or defraud its creditors by or
through the execution and delivery of, or performance of its obligations under,
this Guaranty.


 


SECTION 6.                                                                            AMENDMENTS, WAIVERS AND CONSENTS.


 


(a)                                  This
Guaranty may be amended, and the observance of any term hereof may be waived
(either retroactively or prospectively), with (and only with) the written
consent of each Guarantor and the Required Holders, except that (1) no
amendment or waiver of any of the provisions of Sections 3, 4 or 5, or any
defined term (as it is used therein), will be effective as to any Holder unless
consented to by such Holder in writing, and (2) no such amendment or
waiver may, without the written consent of each Holder, (i) change the
percentage of the principal amount of the Notes the Holders of which are
required to consent to any such amendment or waiver or (ii) amend Section 2
or this Section 6.


 


(b)                                 The
Guarantors will provide each Holder (irrespective of the amount of Notes then
owned by it) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such Holder to make an informed and
considered decision with respect to any proposed amendment, waiver or consent
in respect of any of the provisions hereof. The Guarantors will deliver
executed or true and correct copies of each amendment, waiver or consent effected
pursuant to the provisions of this Section 6 to each Holder promptly
following the date on which it is executed and delivered by, or receives the
consent or approval of, the requisite Holders.


 


(c)                                  No
Guarantor will directly or indirectly pay or cause to be paid any remuneration,
whether by way of fee or otherwise, or grant any security, to any Holder as
consideration for or as an inducement to the entering into by such Holder of
any waiver or amendment of any of the terms and provisions hereof unless such
remuneration is concurrently paid, or security is concurrently granted, on the
same terms, ratably to each Holder even if such Holder did not consent to such
waiver or amendment.


 


(d)                                 Any
amendment or waiver consented to as provided in this Section 6 applies
equally to all Holders of Notes affected thereby and is binding upon them and
upon each future holder and upon the Guarantors. No such amendment or waiver
will extend to or affect any obligation, covenant or agreement not expressly
amended or waived or impair any right consequent thereon. No course of dealing
between the Guarantors and any Holder nor any delay in exercising any rights
hereunder shall operate as a waiver of any rights of any Holder. As used
herein, the term “this
Guaranty” and references thereto shall mean this Guaranty as it
may from time to time be amended or supplemented.


 


(e)                                  Solely
for the purpose of determining whether the Holders of the requisite percentage
of the aggregate principal amount of Notes then outstanding approved or
consented to any amendment, waiver or consent to be given under this Guaranty,
Notes directly or indirectly owned by any Guarantor, the Company or any of
their respective subsidiaries or Affiliates shall be deemed not to be
outstanding.


 


10





















 


SECTION 7.                                                                            NOTICES.


 


All notices and communications provided for hereunder shall be in
writing and sent (a) by telefacsimile if the sender on the same day sends
a confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), (b) by registered or certified mail with return receipt
requested (postage prepaid) or (c) by a recognized overnight delivery
service (charges prepaid). Any such notice must be sent:


 


(1)                                  if
to a Note Purchaser or its nominee, to such Note Purchaser or its nominee at
the address specified for such communications in Schedule A to the Note Purchase
Agreement, or at such other address as such Note Purchaser or its nominee shall
have specified to any Guarantor or the Company in writing,


 


(2)                                  if
to any other Holder, to such Holder at such address as such Holder shall have
specified to any Guarantor or the Company in writing, or


 


(3)                                  if
to any Guarantor, to such Guarantor c/o the Company at its address set forth at
the beginning of the Note Purchase Agreement to the attention of each of the
Chief Financial Officer and the General Counsel of the Company, or at such
other address as such Guarantor shall have specified to the Holders in writing.


 


Notices under
this Section 7 will be deemed given only when actually received.


 


SECTION 8.                                                                            MISCELLANEOUS.


 


(a)                                  No
remedy herein conferred upon or reserved to any Holder is intended to be
exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
under this Guaranty now or hereafter existing at law or in equity. No delay or
omission to exercise any right or power accruing upon any default, omission or
failure of performance hereunder shall impair any such right or power or shall
be construed to be a waiver thereof but any such right or power may be
exercised from time to time and as often as may be deemed expedient. In order
to entitle any Holder to exercise any remedy reserved to it under this Guaranty,
it shall not be necessary for such Holder to physically produce its Note in any
proceedings instituted by it or to give any notice, other than such notice as
may be herein expressly required.


 


(b)                                 The
Guarantors will pay all sums becoming due under this Guaranty by the method and
at the address specified for such purpose for such Holder, in the case of a
Holder that is a Note Purchaser, on Schedule A to the Note Purchase
Agreement or by such other method or at such other address as any Holder shall
have from time to time specified to the Guarantors or the Company on behalf of
the Guarantors in writing for such purpose, without the presentation or
surrender of this Guaranty or any Note.


 


(c)                                  Any
provision of this Guaranty that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.


 


11

















 


(d)                                 If
the whole or any part of this Guaranty shall be now or hereafter become unenforceable
against any one or more of the Guarantors for any reason whatsoever or if it is
not executed by any one or more of the Guarantors, this Guaranty shall
nevertheless be and remain fully binding upon and enforceable against each
other Guarantor as if it had been made and delivered only by such other
Guarantors.


 


(e)                                  This
Guaranty shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of each Holder and its successors and assigns so
long as its Notes remain outstanding and unpaid.


 


(f)                                    This
Guaranty may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.


 


(g)                                 This
Guaranty shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.


 


(h)                                 EACH
GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
STATE OF NEW YORK COURT OR ANY FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW
YORK, NEW YORK FOR THE ADJUDICATION OF ANY MATTER ARISING OUT OF OR RELATING TO
THIS GUARANTY, AND CONSENTS TO THE SERVICE OF ALL WRITS, PROCESS AND SUMMONSES
BY REGISTERED OR CERTIFIED MAIL OUT OF ANY SUCH COURT OR BY SERVICE OF PROCESS
ON SUCH GUARANTOR AT ITS ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 7
HEREOF AND HEREBY WAIVES ANY REQUIREMENT TO HAVE AN AGENT FOR SERVICE OF
PROCESS IN THE STATE OF NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE
RIGHT OF ANY HOLDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER OR TO BRING ANY
PROCEEDING HEREUNDER IN ANY JURISDICTION WHERE SUCH GUARANTOR MAY BE
AMENABLE TO SUIT. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO ANY
SUIT, ACTION OR PROCEEDING IN ANY NEW YORK COURT OR FEDERAL COURT LOCATED IN
NEW YORK COUNTY, NEW YORK, NEW YORK ON THE GROUNDS OF VENUE AND HEREBY FURTHER
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


12

















 


In Witness Whereof, the undersigned has caused this Guaranty to be duly
executed by an authorized representative as of the date first written above.


 


	
   

  	
  FIRST INVESTORS
  FINANCIAL SERVICES, INC., a 

  Texas corporation 

  
	
   

  	
   

  
	
   

  	
  FARRAGUT FINANCIAL
  CORPORATION, a Delaware 

  corporation 

  
	
   

  	
   

  
	
   

  	
  FIRST INVESTORS
  SERVICING CORP., a Delaware 

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory for all the above
  listed 
 Guarantors

  
	
   

  	
   

  
				



 


13

















 


GUARANTY
SUPPLEMENT


 


To the Holders
(as defined in the hereinafter

defined Guaranty Agreement)


 


Ladies and
Gentlemen:


 


Whereas, First Investors Financial Services
Group, Inc., a corporation organized under the laws of the State of Texas
(the “Company”) issued its (a) $5,000,000
aggregate principal amount of its 12.75% Senior Subordinated Notes, due September 12,
2017 (the “Senior Subordinated Notes”)
and (b) $318,750 aggregate principal amount of its 14.75% Senior
Subordinated Paid-In-Kind Notes, due September 12, 2017 (the “Senior Subordinated PIK Notes”;
the Senior Subordinated Notes together with the Senior Subordinated PIK Notes
are collectively referred to herein as the “Notes”) pursuant to a Note Purchase
Agreement dated as of September 12, 2007 (“Note Purchase Agreement”) between the
Company and each of the purchasers named on Schedule A attached to said
Note Purchase Agreement (the “Note Purchasers”) for the purposes described in Schedule 5.14
of the Note Purchase Agreement. Capitalized terms used herein shall have the
meanings set forth in the hereinafter defined Guaranty Agreement unless herein
defined or the context shall otherwise require.


 


Whereas, as a condition precedent to their purchase of the Notes, the
Note Purchasers required that from time to time certain subsidiaries of the
Company enter into that certain Subsidiary Guaranty Agreement dated as of September 12,
2007 as security for the Notes (as amended, supplemented, restated or otherwise
modified from time to time, the “Guaranty Agreement”).


 


Pursuant to Section 9.6(a) of the Note Purchase Agreement,
the Company has agreed to cause the undersigned,
                        ,
a [corporation] organized under the laws of
                            
(the “Additional Guarantor”),
to join in the Guaranty Agreement. In accordance with the requirements of the
Guaranty Agreement, the Additional Guarantor desires to amend the definition of
Guarantor (as the same may have been heretofore amended) set forth in the
Guaranty Agreement attached hereto so that at all times from and after the date
hereof, the Additional Guarantor shall be jointly and severally liable as set
forth in the Guaranty Agreement for the obligations of the Company under the
Notes and the Note Purchase Agreement to the extent and in the manner set forth
in the Guaranty Agreement.


 


The undersigned is the duly elected
                        
of the Additional Guarantor, a subsidiary of the Company, and is duly authorized
to execute and deliver this Guaranty Supplement to each of you. The execution
by the undersigned of this Guaranty Supplement shall evidence such Additional
Guarantor’s consent to and acknowledgment and approval of the terms set forth
herein and in the Guaranty Agreement and its agreement to be bound by the
covenants, terms and provisions of the Guaranty Agreement as a Guarantor
thereunder and by such execution the Additional Guarantor shall be deemed to
have made in favor of the Holders the representations and warranties set forth
in Section 5 of the Guaranty Agreement.


 


Exhibit A


(to Guaranty Agreement)

















 


Upon execution of this Guaranty Supplement, the Guaranty Agreement
shall be deemed to be amended as set forth above. Except as amended herein, the
terms and provisions of the Guaranty Agreement are hereby ratified, confirmed
and approved in all respects.


 


Any and all notices, requests, certificates and other instruments
(including the Notes) may refer to the Guaranty Agreement without making
specific reference to this Guaranty Supplement, but nevertheless all such
references shall be deemed to include this Guaranty Supplement unless the
context shall otherwise require.


 


Dated: 
                                  ,
20  .


 


	
   

  	
  [NAME OF ADDITIONAL GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  



 


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