Exhibit
10.134


EXECUTION COPY


AMENDMENT
NO. 10 TO


SECURITY AGREEMENT


AMENDMENT NO. 10 TO SECURITY
AGREEMENT, dated as of February 14, 2007 (the “Amendment”), by and among FIRST
INVESTORS RESIDUAL FUNDING LP (the “Debtor”), FIRST INVESTORS FINANCIAL
SERVICES, INC., as seller (the “Seller”)
and WACHOVIA CAPITAL MARKETS, LLC (successor in interest to First Union
Securities, Inc.), as the deal agent (the “Deal
Agent”) and collateral agent (the “Collateral Agent”).


W I T N E S S E T H:


WHEREAS,
the parties hereto entered into the Security Agreement,
dated as of December 6, 2001 (as amended, modified and waived to the date
hereof, the “Security Agreement”);
and


WHEREAS,
the parties to the Security Agreement desire to make certain amendments to the
Security Agreement;


NOW,
THEREFORE, in consideration of the foregoing, and the
respective agreements, warranties and covenants contained herein, the parties
hereto agree, covenant and warrant as follows:


SECTION
1.  DEFINITIONS


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


1.2                               Revised
Definitions.


(a)                                  The
definition of “Termination Date” in Section 1.1 of the Agreement is hereby
modified, amended and restated to read in its entirety as follows:


“Termination Date:  The earliest of (1) the day on which a
Termination Event occurs, (2) February 13, 2008 or such later date to which the
Termination Date may be extended, if extended, in the sole discretion of each
Noteholder or (3) the Business Day specified in a written notice from the
Debtor to the Deal Agent and the Collateral Agent.”


SECTION 2.  REPRESENTATIONS,
WARRANTIES AND COVENANTS


Debtor and Seller each
hereby represents, warrants that each of the representations and warranties
made by or on behalf of such Person in any of the Transaction Documents was
true and correct when made and is true and correct on and as of the date of
this Amendment with the













same full force and effect
as if each of such representations and warranties had been made by such Person
on the date hereof and in this Amendment. 
Debtor and the Seller each further represents and warrants to the Deal
Agent, each Secured Party and the Collateral Agent that:  (i) the execution, delivery and performance
by it of this Amendment are within its corporate powers or limited partnership
powers, as the case may be, have been duly authorized by all necessary action,
will not violate any requirement of law or contractual obligation of Debtor or
Seller and will not result in, or require, the creation or imposition of any
lien on any of their respective properties or revenues, (iii) no authorization
or approval or other action by, and no notice or filing with, any governmental
authority or regulatory body is required for the due execution, delivery and
performance by it of this Amendment, (iv) this Amendment is its legal, valid
and binding obligation, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and (v) it
is in compliance with all applicable Requirements of Law.  The representations and warranties set forth
above shall survive the execution of this Amendment.


SECTION
3.  EFFECTIVENESS OF THIS AMENDMENT


The terms and
provisions of this Amendment shall be effective on the last to occur of receipt
by the Deal Agent of an original of this Amendment fully executed by each of
the parties hereto.


SECTION 4.  PROVISIONS OF
GENERAL APPLICATION


4.1                               Effect
of this Amendment.  Except as
modified pursuant hereto, no other changes or modifications to the Transaction
Documents are intended or implied and in all other respects each of the Transaction
Documents are hereby specifically ratified, restated and confirmed by all
parties hereto as of the effective date hereof. 
To the extent of conflict between the terms of this Amendment and any
other Transaction Document, the terms of this Amendment shall control.  The Security Agreement and this Amendment
shall be read and construed as one agreement.


4.2                               Further
Assurances.  Debtor and Seller shall
execute and deliver such additional documents and take such additional action
as may, in the opinion of the Deal Agent, be necessary or desirable to
effectuate the provisions and purposes of this Amendment.


4.3                               Binding
Effect.  This Amendment shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns.


4.4                               Survival
of Representations and Warranties. 
All representations and warranties made in this Amendment or any other
document furnished in connection with this Amendment shall survive the
execution and delivery of this Amendment and the other documents, and no
investigation by the Deal Agent, the Collateral Agent or any Secured Party or
any closing shall affect the representations and warranties or the right of
Lenders to rely upon them.



 2
 









4.5                               Severability.  Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment.


4.6                               Governing
Law.  THIS AMENDMENT 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 IN SUCH STATE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


4.7                               Counterparts.  This Amendment may be executed in any number
of counterparts, but all of such counterparts shall together constitute but one
and the same agreement.


[Remainder of Page
Intentionally Left Blank]



 3















IN WITNESS WHEREOF,
this Amendment is executed and delivered as of the day and year first above
written.


 


	
  DEBTOR:

  	
  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

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  SELLER:

  	
  FIRST INVESTORS FINANCIAL SERVICES, INC.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
  Bennie H. Duck

  	 

	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  [Additional
  Signatures to Follow]

  	 

									



 


[Signature Page to Amendment No. 10 to Security Agreement]













 


	
  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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [End of Signatures]

  
											



 


[Signature
Page to Amendment No. 10 to Security Agreement]