Exhibit
10.2


 


AMENDMENT NO. 20


 


Amendment No. 20 to Subordinated Delayed Draw
Credit Agreement (this “Consent”), dated as of March 26, 2010, among
FirstCity Financial Corporation (the “Borrower”); the financial institutions
(each a “Lender” and collectively, the “Lenders”) party to that certain
Subordinated Delayed Draw Credit Agreement, dated as of September 5, 2007
(as heretofore amended or otherwise modified, the “Loan Agreement”), among the
Borrower, the Lenders and BOS(USA) INC., 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 and Agreements. To induce the Lenders to enter into 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.


 


(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 September 5, 2007.


 


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 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)           Signed Copies.  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)           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 September 5, 2007;


 


(c)           No Defaults.  No Default or Event of Default shall exist;


 


(d)           Accuracy of Representations.  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)           Guarantor’s Consent.  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.


 


(f)            Amendment Fee.  The Borrower shall have paid to the Lenders
an amendment fee in the amount of $62,500.


 


6.             Limited Nature of Amendment. The amendment set forth herein is 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 amended hereby, the terms and provisions of the Loan Agreement and
all other Loan Documents remain in full force and effect.


 


7.             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.


 


2

















 


8.             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.


 


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 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.


 


11.           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.


 


3

















 


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.


 


	
   

  	
  BOS(USA) INC., 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. 20]


 
















 


Annex A


 


CONFIRMING CONSENT


 


Reference is hereby made to the foregoing Amendment No. 20
(the “Amendment”) to the Subordinated Delayed Draw 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 Amendment 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

  	
   

  



 


[Signature Page to
Confirming Consent to Amendment No. 20]


 

















 


	
  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. 20]