**Exhibit10.133**

EXECUTION COPY

AMENDMENT NO. 6 TO

NOTE PURCHASE AGREEMENT

AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT, dated as of November7, 2006 (the “*Amendment*”),by and among FIRST INVESTORS RESIDUAL FUNDING LP (“*Issuer*”), VARIABLE FUNDING CAPITALCOMPANY LLC (successor in interest to Variable Funding Capital Corporation),WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a First Union National Bank), asliquidity agent, the financial institutions from time to time party thereto andWACHOVIA CAPITAL MARKETS, LLC (successor in interest to First Union Securities,Inc.), as the deal agent (the “*Deal Agent*”)and collateral agent (the “*CollateralAgent*”).

**W I T N E S S E T H:**

**WHEREAS**,the parties hereto entered into the Note Purchase Agreement, dated as ofDecember 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 tothe Note Purchase Agreement;

**NOW,THEREFORE**, in consideration of the foregoing, and therespective agreements, warranties and covenants contained herein, the partieshereto agree, covenant and warrant as follows:

**SECTION1. DEFINITIONS**

**1.1****                               Interpretation.**  All capitalized terms used herein (includingthe recitals hereto) shall have the respective meanings assigned thereto in theNote Purchase Agreement unless otherwise defined herein.

**1.2****                               RevisedDefinitions.**

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

“FacilityLimit:  On any day (a) prior to theTermination Date $28,500,000 and (b) from and after the Termination Datezero (0).”

----

**SECTION2. REPRESENTATIONS, WARRANTIES AND COVENANTS**

Issuer herebyrepresents, warrants that each of the representations and warranties made by itor on its behalf in any of the Transaction Documents was true and correct whenmade and is true and correct on and as of the date of this Amendment with thesame full force and effect as if each of such representations and warrantieshad been made by it on the date hereof and in this Amendment.  Issuer further represents and warrants to theDeal Agent, the Initial Note Investor, the Liquidity Agent and each NoteInvestor, that:  (i) the execution,delivery and performance by it of this Amendment are within its corporatepowers or limited partnership powers, as the case may be, have been dulyauthorized by all necessary action, will not violate any requirement of law orcontractual obligation of Issuer and will not result in, or require, thecreation 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 dueexecution, delivery and performance by it of this Amendment, (iii) thisAmendment is its legal, valid and binding obligation, enforceable against it inaccordance with its terms, except as such enforceability may be limited bybankruptcy, insolvency, reorganization or similar laws affecting creditors’rights generally and (iv) it is in compliance with all applicable requirementsof law.  The representations andwarranties set forth above shall survive the execution of this Amendment.

**SECTION3. EFFECTIVENESS OF THIS AMENDMENT**

The terms andprovisions of this Amendment shall be effective on the last to occur of receiptby the Deal Agent of (a) an original of this Amendment fully executed by eachof the parties hereto and (b) receipt by the Deal Agent by wire transfer inimmediately 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 theexecution and delivery of this Amendment.

**SECTION4. PROVISIONS OF GENERAL APPLICATION**

**4.1          Effect of this Amendment.**  Except as modified pursuant hereto, no otherchanges or modifications to the Transaction Documents are intended or impliedand in all other respects each of the Transaction Documents are herebyspecifically ratified, restated and confirmed by all parties hereto as of theeffective date hereof.  To the extent ofconflict between the terms of this Amendment and any other TransactionDocument, the terms of this Amendment shall control.  The Note Purchase Agreement and this Amendmentshall be read and construed as one agreement.

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

**4.3          Binding Effect.**  This Amendment shall be binding upon andinure to the benefit of each of the parties hereto and their respectivesuccessors and assigns.

2

----

**4.4          Survival of Representations andWarranties.**  All representationsand warranties made in this Amendment or any other document furnished inconnection with this Amendment shall survive the execution and delivery of thisAmendment and the other documents, and no investigation by the Deal Agent, theCollateral Agent or any Secured Party or any closing shall affect therepresentations and warranties or the right of Lenders to rely upon them.

**4.5          Severability.**  Any provision of this Amendment held by acourt of competent jurisdiction to be invalid or unenforceable shall not impairor invalidate the remainder of this Amendment.

**4.6          Governing Law.**  **THISAMENDMENT 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 INSUCH STATE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THANSECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)**.

**4.8          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.

 

[Remainderof Page Intentionally Left Blank]

3

----

**IN WITNESS WHEREOF**,this Amendment is executed and delivered as of the day and year first abovewritten.
| **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 |

 

[AdditionalSignatures to Follow]

 

*[Signature pageto 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:                                                       |   |
|                            |                                                              |        |  |  |  |  |

 

[Endof Signatures]

 

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

----