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
1
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.