Exhibit
10.3


 


AMENDMENT NO. 9


 


Amendment No. 9 (this “Amendment”), dated as of March 26,
2010, 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 and
the Lenders have agreed to extend the maturity date of the Loan Agreement; and


 


WHEREAS, the Lenders and the
Borrower desire to confirm 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.                                       Amendment.  Annex 1 to
the Loan Agreement is hereby amended by restating in its entirety the
definition of “Maturity Date” therein to read as follows:


 


“Maturity Date” shall mean April 1, 2011.


 


4.                                       Representations. 
To induce the Lenders to execute this Amendment, 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
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.


 


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(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.


 


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 August 26, 2005.


 


(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).


 


(f)                                    Amendment Fee. 
The Borrower shall have paid to the Lenders an amendment fee in the
amount of $127,121.


 


6.             Limited
Nature of Amendments.  The amendment
set forth herein is limited precisely as written and shall not be deemed to 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 Loan Agreement, or any of
the other Loan Documents.  Except as
expressly amended hereby, the 


 

















 


terms and provisions of the Loan Agreement and all other Loan Documents
shall remain in full force and effect.


 


7.                                       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.


 


8.                                       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.


 


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.


 


10.                                 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.


 


11.                                 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.


 

















 


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: Senior Vice
  President

  



 


[Signature Page to
Amendment No. 9]


 
















 


Annex A


 


CONFIRMING CONSENT


 


Reference is hereby made to the foregoing Amendment No. 9
(the “Amendment”) to the Revolving Credit Agreement dated as of March 26,
2010 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. 9]


 

















 


	
  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. 9]