**Exhibit 10.142**

 

EXECUTION COPY

 

AMENDMENT NUMBER 3 TO SECOND AMENDED ANDRESTATED SECURITYAGREEMENT

 

(FIARC)

 

THIS AMENDMENT NUMBER 3 TO SECOND AMENDED AND RESTATED SECURITYAGREEMENT, dated as of December 10, 2007 (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*”),VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware limited liability company, (“*VFCC*”), WACHOVIA CAPITAL MARKETS, LLC,a Delaware corporation (successor in interest to Wachovia Securities, Inc.,f/k/a First Union Securities, Inc.) (“*Wachovia*”or the “*Administrative Agent*”) and WELLSFARGO BANK, NATIONAL ASSOCIATION, f/k/a Wells Fargo Bank Minnesota, NationalAssociation (“*Wells Fargo*”).Capitalized terms used and not otherwise defined herein are used as defined inthe Security Agreement (as defined below).

 

WHEREAS, the parties hereto entered into that certain Second Amendedand Restated Security Agreement, dated as of March 16, 2006 (as amended,supplemented or restated to the date hereof, the “*Security**Agreement*”);

 

WHEREAS, the parties hereto desire to amend the Security Agreement incertain respects as provided herein;

 

NOW THEREFORE, in consideration of the premises and the other mutualcovenants contained herein, the parties hereto agree as follows:

 

# **SECTION1.    Amendments. Effective as of the Effective Date(as defined below), the Security Agreement is hereby amended as follows:**

# ** **

## (a)      Thedefinition of “Facility Limit” in Section 1.1 of the Security Agreement ishereby amended as follows:

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## “Facility Limit:  $350,000,000.”

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## (b)      Thedefinition of “Adjusted LIBOR Rate” in Section 1.1 of the Security Agreement ishereby amended by deleting “0.30%” from clause (y) of the definition andreplacing it with “0.75%”.

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# **SECTION2.    Limited Waiver; Forbearance; Reservation of Rights.**

 

(a)      Limited Waiver. Pursuantto Section 6.1(aa) of the Agreement, a Termination Event shall occur if FistInvestors Financial Services Group, Inc.’s (“*FIFSG*”)EBITDA Coverage Ratio, measured on a rolling six-month basis as of the end ofeach fiscal quarter of

 

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FIFSG, falls below 1.3 to 1. The Debtor, the Seller and the Servicerhereby inform the Administrative Agent of the breach of FIFSG’s six-monthrolling average EBITDA Coverage Ratio test for the fiscal quarter ended October31, 2007 (the ”*EBITDA Coverage RatioEvent*”). The Debtor, the Seller and the Servicer hereby requestthat the Administrative Agent waive the Termination Event occurring as a resultof such EBITDA Coverage Ratio Event. Subject to the following, theAdministrative Agent hereby waives such Termination Event.

 

## (b)      Forbearance.In reliance upon the representations, warranties and covenants of the Debotorcontained in this Amendment and any documents or instruments executed inconnection herewith, the Administrative Agent agrees to forbear from exercisingits rights and remedies under the Security Agreement or applicable law inrespect of or arising out of the EBITDA Ratio Coverage Events, subject to theconditions contained in Section 2(a) above.

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## (c)      Reservationof Rights. Other than as provided in Section 2(a) above, theAdministrative Agent has not waived, is not by this Amendment waiving, and hasno intention of waiving, any other Termination Event which may be continuing onthe date hereof (whether the same or similar to the EBITDA Coverage RatioEvents or otherwise) and, other than as provided in Section 2(b), theAdministrative Agent has not agreed to forbear with respect to any of itsrights or remedies concerning any Termination Event which may have occurred oris continuing as of the date hereof or which may occur after the date hereof. TheAdministrative Agent reserves the right, in its sole discretion, to exerciseany or all of its rights and remedies under the Security Agreement as a resultof any other Termination Event (other than as described herein) which may becontinuing on the date hereof or any Termination Event which may occur afterthe date hereof, and the Administrative Agent has not waived any of such rightsor remedies, and nothing in this Amendment, and no delay on its part inexercising any such rights or remedies, should, or shall, be construed as awaiver of any such rights or remedies.

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# **SECTION3.    Representations and Warranties. Upon theeffectiveness of this Amendment, (i) the Debtor hereby reaffirms allrepresentations and warranties made by it in the Security Agreement and agreesthat all such representations and warranties shall be deemed to have beenremade as of the Effective Date (as defined below) of this Amendment and (ii)the Debtor hereby represents and warrants that no Termination Event, Wind-DownEvent or Amortization Event shall have occurred and be continuing (other thanthe Termination Event waived hereby).**

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# **SECTION4.    Effective Date. This Amendment shall becomeeffective as of the date (the “*EffectiveDate*”) on which the Administrative Agent shall have receivedcounterparts of this Amendment executed by a duly authorized officer of eachparty hereto and the Debtor shall have taken such other action, includingdelivery of approvals, consents, opinions, documents, fees and instruments, asthe Company and the Administrative Agent may reasonably request.**

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# **SECTION5.    **Miscellaneous.

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## (a)      Referencesin the Security Agreement. Upon the effectiveness of this Amendment, eachreference in the Security Agreement to “this Agreement”, “hereunder”, “hereof”,“herein”, or words of like import shall mean and be a reference to the SecurityAgreement as amended hereby, and each reference to the Security Agreement inany other

 

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## TransactionDocument or any other document, instrument or agreement, executed and/ordelivered in connection with any Transaction Document shall mean and be areference to the Security Agreement as amended hereby.

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## (b)      Effect on the Security Agreement. Except as specifically amended hereby and tothe extent of the waiver specifically provided for above, the SecurityAgreement shall remain in full force and effect. This Amendment shall notconstitute a novation of the Security Agreement, but shall constitute anamendment thereof.

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## (c)      Successors and Assigns. This Amendment shall be binding upon and shallinure to the benefit of the parties hereto and their respective successors andassigns.

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## (d)      Counterparts. This Amendment may be executed in any number of counterparts,and by the different parties hereto on the same or separate counterparts, eachof which shall be deemed to be an original instrument but all of which togethershall constitute one and the same agreement. Delivery of an executedcounterpart of a signature page by facsimile or other electronic transmissionshall be effective as delivery of a manually executed counterpart of thisAmendment.

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## (e)      Headings.The descriptive headings of the various sections of this Amendment are insertedfor convenience of reference only and shall not be deemed to affect the meaningor construction of any of the provisions hereof.

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## (f)      Amendments.This Amendment may not be amended or otherwise modified except as provided inthe Security Agreement.

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## (g)      GOVERNINGLAW. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY ANDENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICT OF LAW RULESTHEREOF.

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[Remainder of page left intentionally blank]

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to beexecuted by their respective officers thereunto duty authorized, as of the datefirst above written.

 
|   |   | 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 |

 

[Signatures continued on next page]

 

*[Signature page to Amendment Number 3 to theSecond Amended and Restated Security Agreement 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              |
|   |   | (successor by merger to Wells Fargo Bank Minnesota, |
|   |   | National Association)                               |
|   |   |                                                |
|   |   |                                                |
|   |   |                                                | By: |   |   |
|   |   |                                                |             Name:  Sue  Dignan |
|   |   |                                                |             Title:    Assistant  Vice President |

 

[Signatures continued on next page]

 

*[Signature page to Amendment Number 3 to theSecond Amended and Restated Security Agreement for FIARC]*

 

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Agreed to as of the 10th day of December, 2007

 

WACHOVIA BANK, NATIONAL ASSOCIATION,

as liquidity agent and sole liquidity provider under the LiquidityPurchase Agreement

 
| By:    |   |   |
|--------|--------|--------|
| Name:  |
| Title: |

 

[End of signatures]

 

*[Signature page to Amendment Number 3 to theSecond Amended and Restated Security Agreement for FIARC]*

 

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