**Exhibit10.132**

EXECUTION COPY

AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATEDSECURITYAGREEMENT

(FIARC)

THIS AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATEDSECURITY AGREEMENT, dated as of 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*”),VARIABLE FUNDING CAPITAL COMPANY LLC (successor by assignment from Blue RidgeAsset Funding Corporation), a Delaware limited liability company, (“*VFCC*”), WACHOVIA CAPITAL MARKETS, LLC,a Delaware corporation (successor in interest to Wachovia Securities, Inc.,formerly known as First Union Securities, Inc.) (“*Wachovia*”) and WELLS FARGO BANK, NATIONAL ASSOCIATION,successor by merger to Wells Fargo Bank Minnesota, National Association (“*Wells Fargo*”).  Capitalized terms used and not otherwisedefined herein are used as defined in the Security Agreement (as definedbelow).

WHEREAS, the parties hereto entered into that certainSecond Amended and Restated Security Agreement, dated as of March 16, 2006 (asamended, supplemented or restated to the date hereof, the “*Security**Agreement*”);

WHEREAS, the parties hereto desire to amend theSecurity Agreement in certain respects as provided herein;

NOW THEREFORE, in consideration of the premises andthe other mutual covenants contained herein, the parties hereto agree asfollows:

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

## (a)          The definition of “FacilityLimit” in Section 1.1 of the Security Agreement is hereby amended and restatedin its entirety to read as follows:

“Facility Limit:  $300,000,000.”

## (b)          The followingdefinitions are added in alphabetical order to Section 1.1 of the SecurityAgreement:

(i)       “Shareholder’sEquity: On any date with respect to (a) FIFSG, an amount equal to the TotalAssets less the Total Debt and (b) any Person

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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)          “TotalDebt:  On any date, an amount equalto the aggregate amount of liabilities of FIFSG on such date, determined inaccordance with GAAP, but excluding the aggregate amount of Subordinated Debtof FIFSG on such date.”

(c)           Section6.1(z) is hereby amended and restated in its entirety as follows:

“(z)          FIFSG’sShareholder’s Equity as a percentage of its on-balance portfolio falls below6.5% measured as of the end of each fiscal quarter of FIFSG, beginning with thefirst fiscal quarter ending after October 11, 2006; and”.

# SECTION2.     Effective Date.  This Amendment shall become effective as ofthe date (the “*EffectiveDate*”) on which theAdministrative Agent shall have received counterparts of this Amendmentexecuted by a duly authorized officer of each party hereto and the Debtor shallhave 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)           References in the SecurityAgreement.  Upon the effectiveness ofthis Amendment, each reference in the Security Agreement to “this Agreement”, “hereunder”,“hereof”, “herein”, or words of like import shall mean and be a reference tothe Security Agreement as amended hereby, and each reference to the SecurityAgreement in any other Transaction Document or any other document, instrumentor agreement, executed and/or delivered in connection with any TransactionDocument shall mean and be a reference to the Security Agreement as amendedhereby.

## (b)           Effect on the Security Agreement.  Except as specifically amended hereby, theSecurity Agreement shall remain in full force and effect.  This Amendment shall not constitute anovation of the Security Agreement, but shall constitute an amendment thereof.

## (c)           Successors and Assigns.  This Amendment shall be binding upon andshall inure to the benefit of the parties hereto and their respectivesuccessors 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 manuallyexecuted counterpart 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 the provisionshereof.

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

## (g)           GOVERNING LAW.  THIS AMENDMENT (INCLUDING, BUT NOT LIMITEDTO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE CONFLICTOF 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 SecurityAgreement for FIARC]*

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Agreed to as of the 11th day of October, 2006

WACHOVIA BANK, NATIONAL ASSOCIATION,

as liquidity agent andsole liquidity provider under the Liquidity Purchase Agreement
| By:    |   |   |
|--------|--------|--------|
| Name:  |
| Title: |

 

 

[End ofsignatures]

 

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

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