Exhibit 10.142


 


EXECUTION COPY


 


AMENDMENT NUMBER 3 TO SECOND AMENDED AND
RESTATED SECURITY

AGREEMENT


 


(FIARC)


 


THIS AMENDMENT NUMBER 3 TO SECOND AMENDED AND RESTATED SECURITY
AGREEMENT, dated as of December 10, 2007 (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, 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 WELLS
FARGO BANK, NATIONAL ASSOCIATION, f/k/a 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
(as defined below), 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 as follows:


 


“Facility Limit:  $350,000,000.”


 


(b)      The
definition of “Adjusted LIBOR Rate” in Section 1.1 of the Security Agreement is
hereby amended by deleting “0.30%” from clause (y) of the definition and
replacing it with “0.75%”.


 


SECTION
2.    Limited Waiver; Forbearance; Reservation of Rights.


 


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


 


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FIFSG, falls below 1.3 to 1. The Debtor, the Seller and the Servicer
hereby inform the Administrative Agent of the breach of FIFSG’s six-month
rolling average EBITDA Coverage Ratio test for the fiscal quarter ended October
31, 2007 (the ”EBITDA Coverage Ratio
Event”). The Debtor, the Seller and the Servicer hereby request
that the Administrative Agent waive the Termination Event occurring as a result
of such EBITDA Coverage Ratio Event. Subject to the following, the
Administrative Agent hereby waives such Termination Event.


 


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


 


(c)      Reservation
of Rights. Other than as provided in Section 2(a) above, the
Administrative Agent has not waived, is not by this Amendment waiving, and has
no intention of waiving, any other Termination Event which may be continuing on
the date hereof (whether the same or similar to the EBITDA Coverage Ratio
Events or otherwise) and, other than as provided in Section 2(b), the
Administrative Agent has not agreed to forbear with respect to any of its
rights or remedies concerning any Termination Event which may have occurred or
is continuing as of the date hereof or which may occur after the date hereof. The
Administrative Agent reserves the right, in its sole discretion, to exercise
any or all of its rights and remedies under the Security Agreement as a result
of any other Termination Event (other than as described herein) which may be
continuing on the date hereof or any Termination Event which may occur after
the date hereof, and the Administrative Agent has not waived any of such rights
or remedies, and nothing in this Amendment, and no delay on its part in
exercising any such rights or remedies, should, or shall, be construed as a
waiver of any such rights or remedies.


 


SECTION
3.    Representations and Warranties. Upon the
effectiveness of this Amendment, (i) the Debtor hereby reaffirms all
representations and warranties made by it in the Security Agreement and agrees
that all such representations and warranties shall be deemed to have been
remade as of the Effective Date (as defined below) of this Amendment and (ii)
the Debtor hereby represents and warrants that no Termination Event, Wind-Down
Event or Amortization Event shall have occurred and be continuing (other than
the Termination Event waived hereby).


 


SECTION
4.    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
5.    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


 


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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 and to
the extent of the waiver specifically provided for above, 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.


 


(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 or other electronic transmission
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.


 


[Remainder of page 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 3 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

  
	
   

  	
   

  	
  (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 the
Second Amended and Restated Security Agreement for FIARC]


 

















 


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


 


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 3 to the
Second Amended and Restated Security Agreement for FIARC]