exv10w1



 





Exhibit 10.1




November 1, 2004




FirstCity Financial Corporation

6400 Imperial Drive, P.O. Box 8216

Waco, Texas 76712



     Re: Distribution of Proceeds from Sale of Subject Securities



Dear Sirs:



     Reference is made to that certain letter agreement relating to the
distribution of proceeds from the sale of certain Subject Securities, dated as
of September 21, 2004 (the “Proceeds Letter”), among FirstCity Financial
Corporation (“you” or the “Obligor”), The Governor & Company of the Bank of
Scotland, Bank of Scotland and BoS (USA) Inc. (collectively, the “Lenders”).
Unless otherwise defined herein capitalized terms used herein shall have the
meanings specified in the Securities Purchase Agreement, as defined in the
Proceeds Letter.



     You have requested that the Lenders agree to extend the time for payment
of the $8,000,000 fee payable to BOS-UK (as a result of the sale of the Subject
Securities) pursuant to clause (ii) of the Proceeds Letter.



     Provided that the sale of the Subject Securities is consummated on or
before November 30, 2004, the Lenders hereby agree that such fee shall be due
and payable 75 days following the Closing Date, and waive the requirement that
such fee be paid on the Closing Date.



     The foregoing is limited as provided herein and does not extend to any
other provisions of the Proceeds Letter not specified herein nor to any other
matter other than as described above. The Obligor hereby ratifies and confirms
that the Proceeds Letter continues in full force and effect. This letter
agreement may be executed in any number of counterparts with the same effect as
if the signatures hereto were upon the same instrument.



     Please indicate your agreement with the foregoing by executing in the
space provided below.



[Signature Page Follows]




 









 








     Please confirm your understanding of the foregoing by signing and
returning a copy of this letter.

	 	 	 	 	 
	 	Very truly yours,





BANK OF SCOTLAND, acting through its

New York branch, individually and as

Agent under the PFAL and Restated

Agreement

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


	 	 	 	 	 
	 	THE GOVERNOR & COMPANY OF

THE BANK OF SCOTLAND

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


	 	 	 	 	 
	 	BoS (USA) Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




CONFIRMED AND AGREED




FIRSTCITY FINANCIAL CORPORATION



	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





 









 





November 1, 2004




FirstCity Financial Corporation

FirstCity Consumer Lending Corporation

6400 Imperial Drive, P.O. Box 8216

Waco, Texas




     Re: Extension of Disposition Fee



Dear Sirs:



     Reference is made to that certain Fee Letter, dated as of November 29,
2002 (the “Fee Letter”), among FirstCity Financial Corporation, a Delaware
corporation, and FirstCity Consumer Lending Corporation, a Texas corporation
(together, “you” or the “Obligors”), and The Governor & Company of the Bank of
Scotland (the “Lender”). Capitalized terms defined in the Fee Letter shall
have the meanings specified therein (unless otherwise defined herein).



     You have informed the Lender that you intend to conduct a Disposition of
all of your interests in the Drive Collateral pursuant to that certain
Securities Purchase Agreement (the “Purchase Agreement”), dated as of September
21, 2004, among the Obligors, FirstCity Funding L.P., FirstCity Funding GP
Corp., IFA Drive GP Holdings LLC, IFA Drive LP Holdings LLC, Drive MG, Drive
Management GP LLC, Drive Holdings LP, Drive GP LLC and Drive Financial Services
LP. You have requested that the Lender agree to extend the time for payment of
any fee arising under Section 1 of the Fee Letter in connection with such
Disposition.



     Provided such Disposition is consummated on or before November 30, 2004,
the Lender hereby agrees that any fee arising under Section 1 of the Fee Letter
(as a result of such Disposition) shall be due and payable 75 days following
the consummation of such Disposition, and waives the requirement that such fee
be paid contemporaneously with the consummation of such a Disposition.



     The foregoing is limited as provided herein and does not extend to any
other provisions of the Fee Letter not specified herein (nor to any other
Disposition other than that contemplated in the Purchase Agreement) nor to any
other matter other than as described above. The Obligors hereby ratify and
confirm that the Fee Letter continues in full force and effect. This letter
agreement may be executed in any number of counterparts with the same effect as
if the signatures hereto were upon the same instrument.



     Please indicate your agreement with the foregoing by executing in the
space provided below.



[Signature Page Follows]




 









 







	 	 	 	 	 
	 	THE GOVERNOR & COMPANY OF THE

BANK OF SCOTLAND

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



FIRSTCITY FINANCIAL CORPORATION



	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



FIRSTCITY CONSUMER LENDING CORPORATION

	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title: