Exhibit
10.1


 


AMENDMENT NO. 33


 


Amendment No. 33 to Revolving Credit Agreement
(this “Amendment”), dated as of March 26, 2010, among FirstCity Financial
Corporation (the “Borrower”) and 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 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 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 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 November 12, 2004;


 


(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);


 


(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; and


 


(f)                                    Amendment Fee. 
The Borrower shall have paid to the Lenders an amendment fee in the
amount of $492,879.


 


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.


 


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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.


 


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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. 33]


 
















 


Annex A


 


CONFIRMING CONSENT


 


Reference is hereby made to the foregoing Amendment No. 33
(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 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. 33]


 

















 


	
  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. 33]