Exhibit
10.1


 


AMENDMENT NO. 25


 


Amendment No. 25 to Revolving Credit Agreement
(this “Amendment”), dated as of July 14, 2008, among FirstCity Financial
Corporation (the “Borrower”); the financial institutions (each a “Lender” and
collectively, the “Lenders”) party to that certain Revolving Credit Agreement,
dated as of November 12, 2004 (as heretofore amended or otherwise
modified, the “Loan Agreement”), among the Borrower, the Lenders and Bank of
Scotland PLC acting through its New York branch, 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 subsections (v) and (vi) to Section 8.18(a) thereto; and


 


WHEREAS, the Lenders are willing to agree 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 November 12, 2004.


 


4.             Requests.  Borrower hereby requests that the Lenders
agree to an amendment of the Loan Agreement to add new Section 8.18(a)(v) and
(vi) 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 RAL NPEV”
shall mean, for any period, the sum of the Borrower’s NPEV 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 Gross Cash
Collections by Average RAL NPEV for such period.


 


“Gross Cash
Collections” shall mean, for any period, the amount of gross cash
collections set forth in the Waterfall Certificate delivered by the Borrower
for such period.


 


“Net Cash Flow”
shall mean, for any period, the amount of Gross Cash Collections less Total
Operating Expenses in such period.


 


“Subordinated Credit
Agreement “ shall mean the Subordinated Delayed Draw Credit Agreement dated
as of September 5, 2007 among Borrower, the financial institutions party
thereto and BoS (USA) Inc., as agent, as the same has been and may be amended,
extended, restated, supplemented or otherwise modified.


 


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


 


“Total Operating
Expenses” shall mean, for any period, the sum of all cash expenses during
such period of the Borrower, FC Servicing and FC Crestone, determined in
accordance with GAAP and as reflected on the financial statements of each such
entity.


 


(b)           Section 8.18(a).  Section 8.18(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 Cash Flow to Total Interest and Fee
Expense of not less than 5.00 to 1.00 for the four fiscal quarters then ended;


 


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(vi)  maintain a Cash Conversion Rate of not less than 25% 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: Loans Administration);


 


(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 November 12,
2004;


 


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


 


(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 


 


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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.


 


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.


 


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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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRSTCITY FINANCIAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  James C. Holmes

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


[Signature Page to
Amendment No. 25]


 


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Annex A


 


CONFIRMING CONSENT


 


Reference is hereby made to the foregoing Amendment No. 25
(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 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 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

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  



 


[Signature Page to
Confirming Consent to Amendment No. 25]


 

















 


	
  BOSQUE LEASING GP CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   Name:  James C. Holmes

  	
   

  
	
   

  	
   Title:  Executive Vice President

  	
   

  



 


[Signature Page to
Confirming Consent to Amendment No. 25]