Exhibit
10.3


 


AMENDMENT NO. 6


 


Amendment No. 6 (this “Amendment”), dated as of July 14,
2008, among FH Partners LLC, a Texas limited liability company (the “Borrower”),
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 the Lenders amend the Loan Agreement to add new Section 8A
(a)(v) and (vi) thereto; and


 


WHEREAS, the Lenders are willing to consent to the
foregoing on and subject to the terms hereof.


 


NOW THEREFORE, it is agreed:


 


1.             Definitions. All the capitalized terms used herein
which are defined in the Loan Agreement shall have the same meanings when used
herein unless otherwise defined in the recitals to this Amendment.


 


2.             Effect of Amendment.  As used in
the Loan 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, any
reference to the Loan Agreement shall mean the Loan Agreement as amended
hereby.


 


3.             Representations and Agreements. To induce the Lenders to enter into
this Amendment and to grant the consent contained herein, the Borrower hereby
represents and warrants to the Lenders (which representations and warranties
are made as of the date hereof and as of the Amendment Closing Date) and agrees
for the benefit of the Lenders (which representations, warranties and
agreements shall survive the execution, delivery and effectiveness of this
Amendment), as follows:


 


(a)           No
Default or Event of Default exists.


 


(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 August 26, 2005.


 


4.             Requests.  Borrower
hereby requests that the Lenders agree to an amendment of the Loan Agreement to
add new Section 8A(a)(iv) and (v) thereto.


 


5.             Amendment.  In reliance
upon the representations, warranties and agreements set forth herein, as of the
date hereof, the Loan Agreement is hereby amended as follows:


 


(a)           Annex
I.  Annex I to the Agreement is
amended by inserting the following new definitions in appropriate alphabetical
order therein:


 


“Average Net Present
Value” shall mean, for any period, the sum of the Net Present Value of all
of the Borrower’s Asset Pools reported on the twelve most recent monthly
Borrowing Base Certificates (irrespective of any Borrowing Base Certificate
delivered in connection with a Notice of Borrowing) delivered by the Borrower
pursuant to this Agreement, divided by twelve.


 


“Cash Conversion Rate”
shall mean, for any period, the ratio obtained by dividing Net Collections by
Average Net Present Value for such period.


 


 “Total Interest and Fee Expense” shall
mean, for any period, total interest and fees payable during such period by the
Borrower under this Agreement.


 


(b)           Section 8A.  Section 8A(a) of the Agreement is
amended by adding thereto new subsections (v) and (vi) to read in
their entirety as follows:


 


(v)  maintain a ratio of Net Collections to Total Interest and Fee
Expense of not less than 7.00 to 1.00 for the four fiscal quarters then ended;


 


(vi)  maintain a Cash Conversion Rate of not less than 35% for the
four fiscal quarters then ended;


 


6.             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 so 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)           the
Borrower, the Lenders and the Agent shall have executed a copy hereof, and
delivered the foregoing to the Agent at 1095 Avenue of the Americas, New York,
New York 10036 (Attention: Loan Documentation);


 


(b)           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 August 26,
2005;


 


(c)           no
Default or Event of Default shall exist;


 


2

















 


(d)           each
representation and warranty made by the Borrower in the Loan 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); and


 


(e)           each
of the Guarantors shall have executed a confirming consent, substantially in
the form attached hereto as Annex A or otherwise satisfactory to the Agent, and
delivered the same to the Agent at 1095 Avenue of the Americas, New York, New
York 10036 (Attention: Loans Administration) or such other place directed by
the Agent.


 


7.             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, 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. ‘


 


8.             Limited Nature of Amendments and Waivers. The amendments and waivers set forth
herein are limited precisely as written and shall not be deemed to prejudice
any right or rights which the Agent or the Lenders may now have or may have in
the future under or in connection with the Loan Agreement or any of the other
Loan Documents. Except as expressly consented to herein, the terms and
provisions of the Loan Agreement and all other Loan Documents remain in full force
and effect.


 


9.             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.


 


10.           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.


 


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


 


3

















 


12.           Headings. The descriptive headings of the various
provisions of this Amendment are for convenience of reference only and shall
not be deemed to affect the meaning or construction of any of the provisions
hereof.


 


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,
  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. 6]


 


4

















 


Annex A


 


CONFIRMING CONSENT


 


Reference is hereby made to the foregoing Amendment No. 6
(the “Amendment”) to the Revolving Credit Agreement dated as of July 14,
2008 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
  FINANCIAL CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
    Name:
  James C. Holmes

  	
   

  
	
   

  	
    Title:
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
  FIRSTCITY
  COMMERCIAL 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 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. 6]