Exhibit 10.3


 


AMENDMENT NO. 8


 


Amendment No. 8 (this “Amendment”), dated as of March 30,
2009, among FH Partners LLC, a Texas limited liability company (the “Borrower”)
and the financial institutions (each a “Lender” and collectively, the “Lenders”)
party to that certain Revolving Credit Agreement, dated as of August 26,
2005 (as heretofore amended or otherwise modified, the “Loan Agreement”), among
the Borrower, the Lenders and Bank of Scotland plc, as Agent for the Lenders
(the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
the Borrower has requested that certain amendments set forth herein be made to
the Agreement to reflect certain agreements the Lenders and the Borrower have
reached; and


 


WHEREAS,
subject to the terms and conditions contained below, the Agent and the Lenders
are willing so to amend the Agreement;


 


NOW,
THEREFORE, it is agreed:


 


1.             Definitions.  All terms
used herein which are defined in the Agreement (including, to the extent any
such terms are to be added or amended by this Amendment, as if such terms were
already added or amended by this Amendment, unless the context shall otherwise
indicate) shall have the same meanings when used herein unless otherwise
defined herein.  All references to
Sections in this Amendment shall be deemed references to Sections in the
Agreement unless otherwise specified.


 


2.             Effect of Amendment.  As used in
the Agreement (including all Exhibits thereto), the Notes and the other Loan
Documents and all other instruments and documents executed in connection with
any of the foregoing, on and subsequent
to the Amendment Closing Date (as hereinafter defined), any reference to
the Agreement shall mean the Agreement as amended hereby.


 


3.             Amendments.  The Agreement
is hereby amended as follows:


 


(a)           Annex I.  Annex I to
the Agreement is amended as follows:


 


(i)            by restating in its entirety as of December 31,
2008 the definition of “Indebtedness” therein to read as follows:


 


“Indebtedness” shall mean, with respect to any
Person (without duplication): (i) all obligations on account of money
borrowed by, or credit extended to or on behalf of, or for or on account of
deposits with or advances to, such Person; (ii) all obligations of such
Person evidenced by bonds, debentures, 
notes or similar instruments; (iii) all obligations of such Person for
the deferred purchase price of property or services other than trade payables 


 


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incurred in the ordinary course of business and on
terms customary in the trade; (iv) all obligations secured by a Lien on
property owned by such Person (whether or not assumed); and all obligations of
such Person under Capitalized Leases (without regard to any limitation of the
rights and remedies of the holder of such Lien or the lessor under such
Capitalized Lease to repossession or sale of such property); (v) the face
amount of all letters of credit issued for the account of such Person and,
without duplication, the unreimbursed amount of all drafts drawn thereunder,
and all other obligations of such Person associated with such letters of credit
or draws thereon; (vi) all obligations of such Person in respect of
acceptances or similar obligations issued for the account of such Person; (vii) all
obligations of such Person under a project financing or similar arrangement; (viii)
all obligations of such Person under any interest rate or currency protection
agreement, interest rate or currency future, interest rate or currency option,
interest rate or currency swap or cap or other interest rate or currency hedge
agreement; and (ix) all obligations and liabilities with respect to
unfunded vested benefits under any “employee benefit plan” or with respect to
withdrawal liabilities incurred under ERISA by Borrower or any ERISA Affiliate
to a “multiemployer plan”, as such terms are defined under the Employee
Retirement Income Security Act of 1974; provided that in the computation of the
ratio for the fiscal quarters ending December 31, 2008 and thereafter,
Tangible Net Worth will be adjusted by deducting non-controlling interests in
Subsidiaries from liabilities and adding non-controlling interests in
Subsidiaries to equity consistent with GAAP for fiscal quarters ending after December 31,
2008.


 


(ii)           by restating in its entirety as of December 31,
2008 the definition of “Tangible Net Worth” therein to read as follows:


 


“Tangible Net Worth”,
at any time, shall mean the total of shareholders’ equity (including capital
stock (both common and preferred), additional paid—in capital and retained
earnings after deducting treasury stock of a Person), less the sum of the total
amount of any intangible Assets, which, for purposes of this definition, shall
include, without limitation, general intangibles and, if applicable, all
accounts receivable not incurred in the ordinary course of business from any
Affiliate of such Person or any loans to directors or officers of any Affiliate
of such Person, unamortized deferred charges and good will, all as determined
in accordance with GAAP, provided that in the computation of Tangible Net Worth
for the fiscal quarters ending December 31, 2008 and thereafter, the
definition is amended to add to equity the non-controlling interests in
Subsidiaries consistent with GAAP for fiscal quarters ending after December 31,
2008.


 


4.             Representations.  In order to
induce the Agent and the Lenders to execute this Amendment, the Borrower hereby
represents, warrants and covenants to the Agent and the Lenders as of the date
hereof and (if different) as of the Amendment Closing Date (which
representations, warranties and covenants shall survive the execution, delivery
and effectiveness of this Amendment) as follows:


 


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(a)           No Default or Event of Default exists
nor, after giving effect to the consents contained herein, will any Default or
Event of Default arise.


 


(b)           Each representation and warranty made by
the Borrower in the Loan Documents is true and correct.


 


(c)           The execution and delivery of this
Amendment by the Borrower and the consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate action.


 


(d)           This Amendment is the legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms
subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors’ rights
generally and to general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


 


(e)           No Material Adverse Change has occurred since November 12,
2004.


 


5.             Effectiveness.  This
Amendment shall become effective as of the date hereof when each of the
following conditions (the first date on which all such conditions have been so
satisfied (or waived) is herein referred to as the “Amendment Closing Date”)
has been fulfilled to the satisfaction of the Agent (or waived by the Agent in
its sole discretion).


 


(a)           Signed Copies. 
The Borrower, the Lenders and the Agent shall have executed a copy
hereof and delivered the same to the Agent at 1095 Avenue of the Americas, New
York, New York 10036 (Attention:  Loan
Administration) or such other place directed by the Agent.


 


(b)           No Change.  On the
Amendment Closing Date, both before and after giving effect to the transactions
contemplated by this Amendment to be effective on the Amendment Closing Date,
no Material Adverse Change shall have occurred since November 12, 2004.


 


(c)           Guarantor’s Consent. 
Each Guarantor shall have executed a confirming consent, substantially
in the form attached hereto as Annex A or otherwise satisfactory to the Agent
(a “Confirming Consent”), and delivered the same to the Agent at 1095
Avenue of the Americas, New York, New York 10036 (Attention:  Loan Administration) or such other place
directed by the Agent.


 


(d)           No Defaults. 
No Default or Event of Default shall exist.


 


(e)           Accuracy of Representations. 
Each representation and warranty made by the Borrower, each Primary
Obligor, each Portfolio Entity, each Related Entity and each other Loan Party
in the Agreement and the other Loan Documents shall be true and correct in all
material respects as of the Amendment Closing Date with the same effect as
though made at and as of such date (except for those that specifically speak as
of a prior date).


 


6.             Ratification and Release. The Borrower does hereby remise,
release and forever discharge the Agent and the Lenders and each of their
respective affiliates, successors, officers, 


 


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directors, employees, counsel and agents, past and present, and each of
them, of and from any and all manner of actions, and causes of action, suits,
debts, dues, accounts, bonds, covenants, contracts, agreements, judgments,
claims and demands whatsoever in law or in equity, which against the Agent, the
Lenders or any of their respective affiliates, successors, officers, directors,
employees, counsel or agents, or any one or more of them, the Borrower ever
had, now has, or hereafter can, shall or may have for or by reason of any cause,
matter or thing that occurred or did not occur on or prior to the Amendment
Closing Date with respect to the Loan Agreement, this Amendment or any Security
Document or other Loan Document, any previous version hereof or thereof or any
proposed amendment or waiver hereof or thereof.


 


7.             Limited Nature of Amendments and Consent. 
The amendments and consent set forth herein are limited precisely as
written and shall not be deemed to (a) be a consent by the Agent or the
Lenders to any waiver of, or modification of, any other term or condition of
the Agreement, or any of the documents referred to in any of the foregoing or (b) prejudice
any right or rights which any of the Lenders or the Agent may now have or may
have in the future under or in connection with the Agreement, or any of the
documents referred to in any of the foregoing. 
Except as expressly amended hereby, the terms and provisions of the
Agreement shall remain in full force and effect.


 


8.             Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


9.             Jurisdiction, Waiver of Jury Trial. 
THE BORROWER HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST
IT WITH RESPECT TO THIS AMENDMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE AGENT OR ANY LENDER MAY ELECT,
and, by execution and delivery hereof, the Borrower accepts and consents for
itself and in respect to its property, generally and unconditionally, the
exclusive jurisdiction of the aforesaid courts, unless waived in writing by the
Agent and the Majority Lenders.  EACH OF
THE BORROWER, THE AGENT AND THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE
BORROWER, ANY AFFILIATE OF THE BORROWER, THE AGENT OR ANY LENDER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
AGENT AND THE LENDER ENTERING INTO THIS AMENDMENT.


 


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10.           Headings. 
The descriptive headings of the various provisions 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.


 


11.           Writings
Only.  BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT
NO TERM OR PROVISION OF THE AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE CHANGED, WAIVED, SUPPLEMENTED OR OTHERWISE MODIFIED
VERBALLY, BUT ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE RELEVANT PARTIES,
AS FURTHER PROVIDED IN SECTION 12.2 OF THE CREDIT AGREEMENT.


 


12.           Entire
Agreement.  THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE
MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


 


13.           Counterparts. 
This Amendment may be executed in any number of counterparts, and by the
different parties on the same or separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.  Telecopied signatures hereto and to the
Confirming Consent shall be of the same force and effect as an original of a
manually signed copy.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective duly
authorized officers as of the date first shown.


 


	
   

  	
  BANK OF SCOTLAND PLC,
  acting through its New York branch as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FH PARTNERS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James C. Holmes

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  



 


[Signature Page to
Amendment No. 8]


 


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Annex A


 


CONFIRMING CONSENT


 


Reference is hereby made to the foregoing Amendment No. 8
(the “Amendment”) to the Revolving Credit Agreement dated as of March 30,
2009 among the Borrower, the Lenders and the Agent (said agreement, as from
time to time amended or otherwise modified, the “Agreement”).


 


Each Guarantor hereby consents to the terms and
provisions of the Amendment and confirms and acknowledges that:


 


(a)           its
obligations under the Loan Documents to which it is a party remain in full
force and effect; and


 


(b)           its
consent and acknowledgement hereunder is not required under the terms of such
Loan Documents and any failure to obtain its consent or acknowledgment in
connection herewith or with any subsequent consent, waiver or amendment to the
Agreement or any of the other Loan Documents will not affect the validity of
its obligations under the aforesaid Loan Documents or any other Loan Document,
and this consent and acknowledgement is being delivered for purposes of form
only.


 


Capitalized terms used herein and not otherwise
defined have the same meanings as in the Agreement. This Consent is dated as of
the Amendment Closing Date (as defined in the Amendment).


 


 


	
  FIRSTCITY COMMERCIAL
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FC CAPITAL CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  



 

















 


	
  FIRSTCITY CONSUMER
  LENDING

  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRSTCITY EUROPE
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRSTCITY HOLDINGS
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRSTCITY HOLDINGS
  CORPORATION OF

  MINNESOTA

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRSTCITY INTERNATIONAL
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRSTCITY MEXICO, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRSTCITY SERVICING
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  



 


[Signature Page to
Confirming Consent to Amendment No. 8]


 

















 


	
  BOSQUE ASSET CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BOSQUE LEASING, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BOSQUE LEASING GP CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James C. Holmes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  	
   

  



 


[Signature Page to
Confirming Consent to Amendment No. 8]