Exhibit
10.132


EXECUTION COPY


AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED
SECURITY

AGREEMENT


(FIARC)


THIS AMENDMENT NUMBER 1 TO SECOND AMENDED AND RESTATED
SECURITY AGREEMENT, dated as of October 11, 2006 (this “Amendment”),
is entered into by and among FIRST INVESTORS AUTO RECEIVABLES CORPORATION, a
Delaware corporation (the “Debtor”),
FIRST INVESTORS FINANCIAL SERVICES, INC., a Texas corporation (“FIFS” or “Seller”), FIRST INVESTORS SERVICING
CORPORATION, a Delaware corporation (“FISC”
or the “Servicer”),
VARIABLE FUNDING CAPITAL COMPANY LLC (successor by assignment from Blue Ridge
Asset 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 otherwise
defined herein are used as defined in the Security Agreement (as defined
below).


WHEREAS, the parties hereto entered into that certain
Second Amended and 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 in certain respects as provided herein;


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


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


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


“Facility Limit:  $300,000,000.”


(b)          The following
definitions are added in alphabetical order to Section 1.1 of the Security
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) any Person



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other than FIFSG, such
Person’s shareholder’s equity determined in accordance with GAAP, consistently
applied.”


(ii)           “Subordinated Debt:  On any date, the aggregate principal amount
of any outstanding non-recourse, unsecured subordinated debt owing by FIFSG
(including, but not limited to, any shareholder’s loans) that matures more than
eighteen (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 in
accordance with GAAP and (ii) to the extent not included in clause (i), the
aggregate amount of Subordinated Debt of FIFSG on such date.”


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


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


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


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


SECTION 3.     Miscellaneous.


(a)           References in the Security
Agreement.  Upon the effectiveness of
this Amendment, each reference in the Security Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import shall mean and be a reference to
the Security Agreement as amended hereby, and each reference to the Security
Agreement in any other Transaction Document or any other document, instrument
or agreement, executed and/or delivered in connection with any Transaction
Document shall mean and be a reference to the Security Agreement as amended
hereby.


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


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



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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, each of which shall be deemed to be an original instrument but
all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.


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


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


(g)           GOVERNING LAW.  THIS AMENDMENT (INCLUDING, BUT NOT 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 THAN THE CONFLICT
OF LAW RULES THEREOF.


 


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left intentionally blank]



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IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duty authorized, as of the date first 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 1 to the Second Amended and Restated Security
Agreement for FIARC]











 


	
  

  	
  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

  



 


[Signatures
continued on next page]


 


[Signature
page to Amendment Number 1 to the Second Amended and Restated Security
Agreement for FIARC]











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]


 


[Signature
page to Amendment Number 1 to the Second Amended and Restated Security
Agreement for FIARC]