**Exhibit10.131(W)**

AMENDMENT NUMBER 1 TOSECOND AMENDED AND RESTATED SECURITY AGREEMENT

(FIARC)

THISAMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated asof October 11, 2006 (this “*Amendment*”),is entered into by and among FIRST INVESTORS AUTO RECEIVABLES CORPORATION, aDelaware corporation (the “*Debtor*”),FIRST INVESTORS FINANCIAL SERVICES, INC., a Texas corporation (“*FIFS*” or “*Seller*”), FIRST INVESTORS SERVICINGCORPORATION, a Delaware corporation (“*FISC*”or the “*Servicer*”), VARIABLEFUNDING CAPITAL COMPANY LLC (successor by assignment from Blue Ridge AssetFunding Corporation), a Delaware limited liability company, (“*VFCC*”), WACHOVIA CAPITAL MARKETS, LLC,a Delaware corporation (successor in interest to Wachovia Securities, Inc., formerlyknown as First Union Securities, Inc.) (“*Wachovia*”)and WELLS FARGO BANK, NATIONAL ASSOCIATION, successor by merger to Wells FargoBank Minnesota, National Association (“*WellsFargo*”).  Capitalizedterms used and not otherwise defined herein are used as defined in the SecurityAgreement (as defined below).

WHEREAS,the parties hereto entered into that certain Second Amended and RestatedSecurity Agreement, dated as of March 16, 2006 (as amended, supplemented orrestated to the date hereof, the “*Security**Agreement*”);

WHEREAS,the parties hereto desire to amend the Security Agreement in certain respectsas provided herein;

NOWTHEREFORE, in consideration of the premises and the other mutual covenantscontained herein, the parties hereto agree as follows:

# SECTION 1.           Amendments.  Effective as of the Effective Date, theSecurity Agreement is hereby amended as follows:

## (a)           Thedefinition of “Facility Limit” in Section 1.1 of the Security Agreement ishereby amended and restated in its entirety to read as follows:

“Facility Limit:  $300,000,000.”

## (b)           Thefollowing definitions are added in alphabetical order to Section 1.1 of theSecurity Agreement:

(i)            “Shareholder’s Equity: On any date with respect to (a)FIFSG, an amount equal to the Total Assets less the Total Debt and (b) anyPerson

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other than FIFSG, suchPerson’s shareholder’s equity determined in accordance with GAAP, consistentlyapplied.”

(ii)           “Subordinated Debt:  On any date, the aggregate principal amountof any outstanding non-recourse, unsecured subordinated debt owing by FIFSG(including, but not limited to, any shareholder’s loans) that matures more thaneighteen (18) months after such date.”

(iii)          “Total Assets:  On any date, an amount equal to the sum of(i) the aggregate amount of assets of FIFSG on such date, determined inaccordance with GAAP and (ii) to the extent not included in clause (i), theaggregate amount of Subordinated Debt of FIFSG on such date.”

(iv)          “Total Debt:  On any date, an amount equal to the aggregateamount of liabilities of FIFSG on such date, determined in accordance withGAAP, but excluding the aggregate amount of Subordinated Debt of FIFSG on suchdate.”

(c)           Section 6.1(z) ishereby amended and restated in its entirety as follows:

“(z)          FIFSG’s Shareholder’s Equity as apercentage of its on-balance portfolio falls below 6.5% measured as of the endof each fiscal quarter of FIFSG, beginning with the first fiscal quarter endingafter October 11,  2006; and”.

# SECTION 2.           EffectiveDate.  This Amendment shall becomeeffective as of the date (the “*Effective Date*”)on which the Administrative Agent shall have received counterparts of thisAmendment executed by a duly authorized officer of each party hereto and theDebtor shall have taken such other action, including delivery of approvals,consents, opinions, documents, fees and instruments, as the Company and theAdministrative Agent may reasonably request.

# SECTION 3.           Miscellaneous.

## (a)           Referencesin the Security Agreement.  Upon theeffectiveness of this Amendment, each reference in the Security Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein”, or words of like import shall meanand be a reference to the Security Agreement as amended hereby, and eachreference to the Security Agreement in any other Transaction Document or anyother document, instrument or agreement, executed and/or delivered inconnection with any Transaction Document shall mean and be a reference to theSecurity Agreement as amended hereby.

## (b)           Effecton the Security Agreement.  Except asspecifically amended hereby, the Security Agreement shall remain in full forceand effect.  This Amendment shall notconstitute a novation of the Security Agreement, but shall constitute anamendment thereof.

## (c)           Successorsand Assigns.  This Amendment shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective successors and assigns.

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## (d)           Counterparts.  This Amendment may be executed in any numberof counterparts, and by the different parties hereto on the same or separatecounterparts, each of which shall be deemed to be an original instrument butall of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of asignature page by facsimile shall be effective as delivery of a manually executedcounterpart of this Amendment.

## (e)           Headings.  The descriptive headings of the varioussections of this Amendment are inserted for convenience of reference only andshall not be deemed to affect the meaning or construction of any of theprovisions hereof.

## (f)            Amendments.  This Amendment may not be amended orotherwise modified except as provided in the Security Agreement.

## (g)           GOVERNINGLAW.  THIS AMENDMENT (INCLUDING, BUTNOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THANTHE CONFLICT OF LAW RULES THEREOF.

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IN WITNESSWHEREOF, the parties have caused this Amendment to be executed by theirrespective officers thereunto duty authorized, as of the date first abovewritten.
|        |   | FIRST INVESTORS AUTO RECEIVABLES         |
|--------|--------|------------------------------------------|
|   |   | CORPORATION.                             |
|   |   |                                     |
|   |   |                                     |
|   |   |                                     | By: |   |   |
|   |   |                                     | Name: | Bennie H. Duck |
|   |   |                                     | Title: | Vice President - Treasurer |
|   |   |                                     |
|   |   |                                     |
|   |   |                                     |
|   |   | FIRST INVESTORS FINANCIAL SERVICES, INC. |
|   |   |                                     |
|   |   |                                     |
|   |   |                                     | By: |   |   |
|   |   |                                     | Name: | Bennie H. Duck |
|   |   |                                     | Title: | Vice President - Treasurer |
|   |   |                                     |   |
|   |   |                                     |   |
|   |   | FIRST INVESTORS SERVICING CORPORATION    |
|   |   |                                     |
|   |   |                                     |
|   |   |                                     | By: |   |   |
|   |   |                                     | Name: | Bennie H. Duck |
|   |   |                                     | Title: | Vice President - Treasurer |
|        |        |                                          |  |  |  |  |  |  |  |

 

[Signaturescontinued on next page]

*[Signaturepage to Amendment Number 1 to the Second Amended and Restated SecurityAgreement for FIARC]*

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|        | WACHOVIA CAPITAL MARKETS, LLC          |   |
|--------|----------------------------------------|--------|
|   |                                   |   |
|   |                                   |   |
|   |                                   | By:    |   |   |
|   |                                   | Name:  |   |
|   |                                   | Title: |   |
|   |                                   |   |
|   |                                   |   |
|   |                                   |   |
|   | VARIABLE FUNDING CAPITAL COMPANY LLC   |   |
|   |                                   |   |
|   | By Wachovia Capital Markets, LLC       |   |
|   | as attorney-in-fact                    |   |
|   |                                   |   |
|   |                                   |   |
|   |                                   | By:    |   |   |
|   |                                   | Name:  | Douglas R. Wilson, Sr. |   |
|   |                                   | Title: | Vice President |   |
|   |                                   |   |
|   |                                   |   |
|   | WELLS FARGO BANK, NATIONAL ASSOCIATION |   |
|   |                                   |   |
|   |                                   |   |
|   |                                   | By:    |   |   |
|   |                                   | Name:  | Sue Dignan |   |
|   |                                   | Title: | Assistant Vice President |   |
|        |                                        |        |  |  |  |  |  |  |

 

[Signaturescontinued on next page]

*[Signaturepage to Amendment Number 1 to the Second Amended and Restated Security Agreementfor FIARC]*

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Agreed to as of the 11th day of October, 2006
| WACHOVIA BANK, NATIONAL ASSOCIATION,                                                   |
|----------------------------------------------------------------------------------------|
| as liquidity agent and sole liquidity provider under  the Liquidity Purchase Agreement |
|                                                                                   |
|                                                                                   |
| By:                                                                                    |   |   |
| Name:                                                                                  |
| Title:                                                                                 |

 

[End of signatures]

*[Signaturepage to Amendment Number 1 to the Second Amended and Restated SecurityAgreement for FIARC]*

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