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
1
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