exv10w18



 





EXHIBIT 10.18




AMENDMENT NO. 5 (PFAL)




     Amendment (this “Amendment”) dated as of March 31, 2004 among FirstCity
Financial Corporation (the “Borrower”), the financial institutions which are
party to the Loan Agreement hereinafter referred to (each a “Lender” and
collectively, the “Lenders”) and Bank of Scotland acting through its New York
branch (“BOS”), as Agent for the Lenders under such Loan Agreement (in such
capacity, the “Agent”), to the Term Loan and Revolving Credit Agreement dated
as of December 12, 2002, as amended by Amendment No. 1 thereto described in a
certain Agreement dated as of March 24, 2003 among the Borrower and BOS in its
capacity as the Agent and a Lender under the Loan Agreement, by Amendment No. 2
and Consent No. 2 dated as of April 29, 2003, by Amendment No. 3 and Consent
No. 4 thereto dated as of May 2, 2003 and by Amendment No. 4 dated June 30,
2003 (said Term Loan and Revolving Credit Agreement as so amended, the “Loan
Agreement”).



W I T N E S S E T H :




     WHEREAS, the parties desire to make the certain amendments to the Loan
Agreement set forth herein, including amending the Term Loan facility provided
therein to make it into a revolving facility (despite leaving the title of such
facility unchanged and leaving the pre-existing Revolving Credit Loan facility
in place);



     NOW THEREFORE, it is agreed:



     1. Definitions. All the terms used herein which are defined in the Loan
Agreement (including, to the extent any such terms are to be amended by this
Amendment, as if such terms were already amended by this Amendment, unless the
context shall indicate otherwise) shall have the same meanings when used herein
unless otherwise defined herein. All references to Sections in this Amendment
shall be deemed references to Sections in the Loan Agreement unless otherwise
specified.



     2. Effect of Amendment. As used in the Loan Agreement (including all
Schedules and 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 (as hereafter
defined), any reference to the Loan Agreement shall mean the Loan Agreement as
amended hereby.



     3. Amendments. On and subject to the terms hereof, upon the occurrence of
the Amendment Closing Date:



     (a) Annex 1 of the Loan Agreement is hereby amended by




          (i) adding a definitions of “Applicable Distribution Percentage”,
and “Applicable Portfolio Percentage” and “Tranche Limit” as follows:



 









 






“Applicable Distribution Percentage” shall mean, on any date of
determination, (i) if the aggregate outstanding principal amount of
the Loans on such date as a percentage of the “Total Equities” of
all PFAL Portfolio Entities, as set forth in the latest certificate
delivered pursuant to Section 7.1(e)(ii), does not exceed 65%, then
65% and (ii) otherwise, 100%. (Each certificate delivered pursuant
to Section 7.1(e)(ii) will calculate the “Total Equities” of the
PFAL Portfolio Entities separately from any other entities.)




“Applicable Portfolio Percentage” shall mean, with respect to the
Acquisition Price of any Asset Pool the percentage of outstanding
shares of stock, membership interests, or partnership interests (as
the case may be) or, in the case of a non-U.S. entity, similar
equity interests, or, in the case of a Greenwich Capital PFAL
Portfolio Entity, subordinated notes, issued to FC Commercial by the
PFAL Portfolio Entity acquiring such Asset Pool.




“Tranche Limit” — Section 2.1(a).




       (ii) deleting the definitions of “Applicable Borrowing Percentage”,
“Asset Pool Prepayment Amount”, “Collection Period” and “Collections” in
their entireties and substituting, in lieu thereof, respectively, the
following:




“Applicable Borrowing Percentage” shall mean (x) 90% until June 30,
2004; (y) 85% from July 1, 2004 until June 30, 2005 and (z) 80% from
and after July 1, 2005.




“Asset Pool Prepayment Amount” for any Asset Pool in respect of any
Payment Date shall mean the sum of (I) the Applicable Distribution
Percentage of the FC Percentage of the amount by which (A)
Collections in respect of that Asset Pool (including amounts
received in respect of any asset that constituted part of such Asset
Pool which was sold to an REO Affiliate) during the most recently
ended calendar month exceeds (B) the amount of Permitted Portfolio
Expenses in respect of such Asset Pool which during such period were
expended or retained (excluding any such Permitted Portfolio
Expenses expended or retained during any previous month) and, in the
case of Leveraged Asset Pool, excluding any such Permitted Portfolio
Expenses which were excluded from the computation, in clause (y) of
the definition of “Collections”, of the gross aggregate amount
received during such period by such Asset Pool, plus (II) to the
extent not constituting Extraordinary Transaction Proceeds, any
proceeds of transfer of any Equity Interests issued by the PFAL
Portfolio Entity owning such Asset Pool to FC Commercial and the FC
Percentage of any proceeds of transfer of any Equity Interests
issued by any REO Affiliate thereof formed in respect of such Asset
Pool or otherwise holding any assets which at any time were part of
such Asset Pool or collateral for any such assets (it being
understood that no reference to any transfer of Equity Interests
issued by any PFAL Portfolio Entity or REO Affiliate shall be
construed to affect or modify any prohibition thereof or requirement
for the obtaining of any consent relating thereto) or, in the case
of the sale of any Equity Interests issued to FC Commercial by any
PFAL Portfolio Entity with more than one Asset Pool, the share of
such proceeds of the sale of such Equity Interests allocable to such
Asset Pool (such share as among



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different Asset Pools as determined by the Agent in its discretion,
whether on the basis of the relative sizes of different Asset Pools,
the relative amounts of Tranches of Term Loans made in respect of
different Asset Pools, the relative Asset Pool NPV Percentages of
different Asset Pools or otherwise ); plus (III) to the extent not
constituting Extraordinary Transaction Proceeds, the Applicable
Distribution Percentage of any other amounts received by or on
behalf of such PFAL Portfolio Entity or any REO Affiliate thereof
or, if such PFAL Portfolio Entity owns more than one Asset Pool,
such portion of such other amounts which the Agent determines is
allocable to such Asset Pool (such share as among different Asset
Pools as determined by the Agent in its discretion, whether on the
basis of the relative sizes of different Asset Pools, the relative
amounts of Tranches of Term Loans made in respect of different Asset
Pools, the relative Asset Pool NPV Percentages or otherwise).




“Collection Period”, with respect to a Payment Date, shall mean the
calendar month preceding the month in which such Payment Date
occurs.




“Collections” of an Asset Pool for any applicable period shall mean
(x) in the case of an Asset Pool other than a Leveraged Asset Pool,
the gross aggregate amount received during such period on account of
such Asset Pool by or on behalf of the PFAL Portfolio Entity owning
such Asset Pool (including, in addition, amounts received by any REO
Affiliate of such PFAL Portfolio Entity formed in respect of such
Asset Pool and any amounts otherwise received by any REO Affiliate
of such PFAL Portfolio Entity on account of assets which at any time
were part of such Asset Pool or collateral therefor ) and (y) in the
case of a Leveraged Asset Pool, the gross aggregate amount received
during such period on account of such Asset Pool by or on behalf of
the PFAL Portfolio Entity owning such Asset Pool (including, in
addition, amounts received by any REO Affiliate of such PFAL
Portfolio Entity formed in respect of such Asset Pool and any
amounts otherwise received by any REO Affiliate of such PFAL
Portfolio Entity on account of assets which at any time were part of
such Asset Pool or collateral therefor, and including amounts
received on account of such Asset Pool prior to the commencement of
such period which were paid to or for the benefit of such PFAL
Portfolio Entity during such period), excluding (in the case of this
clause (y)) amounts which were paid directly to the Permitted
Portfolio Company Creditor of such PFAL Portfolio Entity under an
Approved Portfolio Leverage Arrangement with respect to such Asset
Pool or amounts which were remitted to such Creditor, in either case
pursuant to the requirements of such Approved Portfolio Leverage
Arrangement, which, in any such case, have not been released by
such Creditor to (or for the benefit of) such PFAL Portfolio Entity
(and/or any REO-PFAL Affiliate thereof), plus such additional amount
(if any) which was available to be released to or for the benefit of
such PFAL Portfolio Entity (and/or REO-PFAL Affiliate thereof)
during such period under such arrangements (whether or not such
additional amount was in fact so released) minus, in each case, the
amounts received during such period by or on behalf of such PFAL
Portfolio Entity constituting Extraordinary Transaction Proceeds
allocable to such Asset Pool (as reasonably determined by Agent
based on information provided by Borrower or, if the Agent
determines that no such allocation



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would be supported by such information, as reasonably allocated
(whether on a ratable basis or otherwise) by the Agent).




          (iii) adding a definition “Dollar Equivalent” as follows:




“Dollar Equivalent” shall mean, on any date of determination, with
respect to any amount in any Euros, the equivalent in Dollars of
such amount, determined by the Agent using the Exchange Rate with
respect to such Euros then in effect.




          (iv) adding to the end of clause (i) of the definition of “Eligible
PFAL Entity”, the following:




provided that, notwithstanding the foregoing, in the case of a
Greenwich Capital PFAL Portfolio Entity, FC Commercial may own 100%
of the Subject PFAL Entity’s capital so long as Greenwich Capital
Financial Products Inc. makes subordinated loans to such entity in
an amount equal to the subordinated loans made to such entity by FC
Commercial and provided further that, notwithstanding the foregoing,
in the case of an Asset Pool consisting of assets originated in
France, FC Commercial may indirectly own such Equity Interests
through a United Kingdom trust.




          (v) deleting the definition of “Eurodollar Interest Determination
Date” in its entirety and substituting, in lieu thereof, the following:




“Eurocurrency Interest Determination Date” shall mean the date as of
which LIBOR is determined, which shall be two Business Days prior to
the commencement of a Eurocurrency Interest Period.




          (vi) deleting the definition of “Eurodollar Interest Period” and
substituting, in lieu thereof, the following:




“Eurocurrency Interest Period” shall mean, with respect to each
Eurocurrency Loan, the interest period applicable pursuant to
Section 3.10 hereof.




          (vii) deleting the definition of “Eurodollar Loan” and substituting,
in lieu thereof, the following:




“Eurocurrency Loan” shall mean a Loan during any period that it
bears interest determined by reference to LIBOR.




          (viii) adding a definition of “Euros” as follows:




“Euros” shall mean the single currency of the European Union as
constituted by the Treaty on the European Union.




          (ix) adding a definition of “Eurosublimit” as follows:



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“Eurosublimit” shall mean, as to each Lender, the amount of Euros
equivalent to the amount set forth opposite its name on Schedule 2.1
under the heading “Eurosublimit” as such may from time to time be
reduced or terminated pursuant to Section 2.8(b), Section 9 or any
other Section of the Agreement.




          (x) adding a definition of “Exchange Rate” as follows:




“Exchange Rate” shall mean with respect to Euros on a particular
date, the rate at which Euros may be exchanged into Dollars in
London on a spot basis, as set forth on the display page of the
Reuters System applicable to Euros two Business Days prior to such
date as reasonably determined by the Agent. In the event that such
rate does not appear on any Reuters display page, the Exchange Rate
with respect to Euros shall be determined by reference to such other
publicly available service for displaying exchange rates as may be
agreed upon by the Agent and the Borrower or, in the absence of such
agreement, such Exchange Rate shall instead be determined by
reference to the Agent’s spot rate of exchange quoted to prime banks
in London in the London interbank market where its foreign currency
exchange operations in respect of Euros are then being conducted, at
or about noon, local time, two Business Days prior to such date for
the purchase of Dollars with Euros, for delivery on a spot basis;
provided, however, that if at the time of any such determination,
for any reason, no such spot rate is being quoted and no other
methods for determining the Exchange Rate can be determined as set
forth above, the Agent may use any reasonable method it deems
applicable to determine such rate, and such determination shall be
conclusive absent manifest error.




(xi) adding a definition of “Greenwich Capital PFAL Portfolio
Entity” as follows:




“Greenwich Capital PFAL Portfolio Entity” – Section 2.1(a).




          (xii) deleting the definition of “LIBOR” and substituting, in lieu
thereof, the following:




“LIBOR” shall mean, for each Eurocurrency Interest Period, (x) the
per annum rate of interest at which U.S. Dollar or Euro deposits in
the amount of the outstanding principal balance of the Loan are or
would be offered for such Eurocurrency Interest Period in the London
interbank market at 11:00 A.M. London time two Business Days prior
to the start of such Eurocurrency Interest Period as published by
the British Bankers’ Association as the “Interest Settlement Rate”
for such period by (y) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including without
limitation any marginal, emergency, supplemental, special or other
reserves required by applicable law) applicable to any member bank
of the Federal Reserve System in the United States in respect of
Eurocurrency funding or liabilities.




          (xiii) deleting the definition of “Permitted Portfolio Expenses” and
substituting, in lieu thereof, the following:



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“Permitted Portfolio Expenses” with respect to an Asset Pool during
any calendar month or Collection Period shall mean the Portfolio
Protection Expenses which are currently budgeted (pursuant to a
budget previously provided to the Agent) for such Asset Pool and
described in the most recently delivered Portfolio Protection
Expense Report to the extent that such Portfolio Protection Expenses
do not constitute Challenged Portfolio Protection Expenses and only
if such Portfolio Protection Expenses do not constitute Excess
Portfolio Protection Expenses and there are no other Excess
Portfolio Protection Expenses.




          (xiv) deleting the definition of “PFAL Portfolio Entity” and
substituting, in lieu thereof, the following:




“PFAL Portfolio Entity” shall mean (x) any Portfolio Entity-Post AE
formed after the Effective Date for the purpose of investing in
notes, bonds or other evidences of indebtedness and in connection
with the acquisition by which of an Asset Pool Term Loans have been
made to Borrower or requested to be made to Borrower and (y) any
Secondary Obligor listed on Schedule I to Amendment No. 5 to this
Agreement .




          (xv) adding a definition of “Step-Up Percentage” as follows:




“Step-Up Percentage” shall mean, (a) in the event that (i) the
Lenders shall have temporarily waived any condition set forth in
Section 6B to the making of Term Loan and required the Borrower to
satisfy such condition within a certain period of time after the
advance of such Term Loan (such period of time not to exceed fifteen
(15) days with respect to an Asset Pool consisting of US assets or
thirty (30) days with respect to an Asset Pool consisting of
European assets) and (ii) the Borrower shall not have satisfied such
condition within such time period, 1% until all such conditions are
satisfied and (b) at any other time, 0%.




          (xvi) adding the words “and Euros” after the word “Dollars” in the
definition of “Business Day”.




          (xvi) adding the words “and Euros” after the word “Dollars” in the
definition of “CFCCA-P Business Day”.



     (b) Schedule 2.1 of the Loan Agreement is hereby amended and restated in
its entirety to read as set forth on Exhibit A hereto.



     (c) Section 2.1 of the Loan Agreement is hereby amended by deleting
clause (a) thereof and substituting, in lieu thereof, the following:




               (a) Subject to the terms and conditions set forth herein, each
Lender severally agrees, at any time and from time to time during the
Commitment Period (Term) to make one or more loans in Dollars or Euros
to the Borrower (each a “Term Loan” and collectively, the “Term
Loans”) in an aggregate outstanding principal amount for all such Term
Loans not exceeding the amount of its Term Loan Commitment, provided
that the aggregate outstanding principal amount in Euros of Term Loans
made by such Lender in Euros shall not exceed the Eurosublimit set
forth opposite the name of such



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Lender on Schedule 2.1. Subject to the terms of this Agreement,
during the Commitment Period (Term), the Borrower may borrow, repay
and reborrow the Term Loans. Unless otherwise provided herein, all
Term Loans denominated in Euros shall be made, maintained and
continued as Eurocurrency Loans. The borrowings from the Lenders
pursuant to this Section 2.1(a) shall be (1) in an aggregate
outstanding principal amount (aggregating Term Loans then being
requested with Term Loans currently outstanding) not to exceed the
Total Term Loan Commitment then in effect; (2) made from each Lender
pro rata on the basis of the Term Loan Commitment of such Lender;
provided, that in no event shall the aggregate principal amount of
Term Loans (or the Dollar Equivalent thereof) made in respect of the
acquisition by a PFAL Portfolio Entity of any Asset Pool exceed the
lowest (such lowest amount, with respect to any Tranche, being herein
referred to as the “Tranche Limit”) of (x) the Total Term Loan
Commitment then in effect minus the aggregate principal amount of Term
Loans then outstanding; (y) the Applicable Portfolio Percentage of the
Acquisition Price for such Asset Pool and (z) (i) the product of the
Applicable Borrowing Percentage of the “Total Equities” of all PFAL
Portfolio Entities, as set forth in the certificate delivered pursuant
to Section 7.1(e)(ii) and Section 6B.4(d) minus (ii) the aggregate
principal amount of Term Loans then outstanding; and (3) used by
Borrower solely (x) to make advances to FC Commercial evidenced by the
FC Commercial (PFAL) Pledged Note, the full amount of which advances
are used by FC Commercial (as more fully set forth in other portions
of this Section 2, in Section 6B and in other Sections of this
Agreement) to make a contribution to the capital of a PFAL Portfolio
Entity in connection with such PFAL Portfolio Entity’s acquisition of
an Asset Pool and (y) if requested by Borrower in the Notice of
Borrowing for such Term Loans, to pay the Utilization Fee in respect
of the Term Loans made pursuant to clause (x) (the Term Loans included
in each such borrowing by Borrower in respect of an Asset Pool,
together with any borrowing of the Utilization Fee in respect thereof,
being referred to herein as a “Tranche” of Term Loans, each borrowing
of Term Loans in respect of an Asset Pool (and related Utilization
Fee) constituting a different Tranche of Term Loans distinct from each
other Tranche (or borrowing) of Term Loans (and any related
Utilization Fee) borrowed in respect of any other Asset Pool), and
provided further that, notwithstanding the provisions of clause (3) of
the foregoing proviso, FC Commercial may use the proceeds of
borrowings to make subordinated loans to any PFAL Portfolio Entity
which is limited partnership to which Greenwich Capital Financial
Products Inc. will be providing senior debt (a “Greenwich Capital PFAL
Portfolio Entity”) so long as Greenwich Capital Financial Products
Inc. makes subordinated loans in an equal amount to such Greenwich
Capital PFAL Portfolio Entity and the rights to payment of such
subordinated loans by FC Commercial are pledged as security for the
Loans hereunder, and provided further that, notwithstanding the
provisions of clause (3) of the foregoing proviso, in the case of an
Asset Pool consisting of assets originated in France, FC Commercial
may use the proceeds of borrowings to make a contribution to a United
Kingdom trust which will in turn make a contribution to the capital of
a PFAL Portfolio Entity in connection with such PFAL Portfolio
Entity’s acquisition of such Asset Pool, and provided further that




                         (i) [reserved];



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                         (ii) in no event shall the aggregate outstanding principal
amount of Term Loans (or the Dollar Equivalent thereof) under
this Agreement (after giving effect to all pending requests for
Loans) exceed the amount by which $77 million exceeds the
aggregate principal amount of loans outstanding under the
Amended and Restated Agreement;




                         (iii) the aggregate outstanding principal amount (after
giving effect to all pending requests for Term Loans) of Term
Loans (or the Dollar Equivalent thereof) in respect of Asset
Pools-NL shall not exceed $11,250,000; and




                         (iv) the aggregate outstanding principal amount of Term
Loans (or the Dollar Equivalent thereof) in respect of Asset
Pools acquired from Non-US Sellers shall not exceed $22,500,000.



     (d) Section 2.2 of the Loan Agreement is hereby amended by deleting
clause (a) thereof and substituting, in lieu thereof, the following:




          (a) Whenever the Borrower desires to utilize the Term Loan
Commitments hereunder, it shall deliver to the Agent a Notice of Borrowing
not later than 11:00 a.m., Closing Office Time, on the third Business Day
preceding the date of the proposed borrowing of Term Loans, which Notice
of Borrowing shall, among other items, (A) specify (i) the Portfolio
Entity-Post AE to whose capital FC Commercial will contribute the proceeds
of the Loans; (ii) the Asset Pool to be acquired by such PFAL Portfolio
Entity; (iii) the date of the proposed borrowing (which shall be a
Business Day during the Commitment Period (Term) (each, a “Borrowing
Date”); (iv) if such Borrowing Date is a Payment Date, whether such Loans
shall constitute Base Rate Loans or Eurodollar Loans (if not specified or
if such date is not a Payment Date, Base Rate Loans shall be deemed to
have been requested); (v) the currency in which the Term Loan will be
borrowed; (vi)the total amount of such borrowing (which shall be in a
minimum amount of 100,000 units of the relevant currency equal to or
greater than an amount the Dollar Equivalent of which is $100,000 and
integral multiples of 100,000 units of relevant currency in excess thereof
and shall not exceed the Tranche Limit for the related Asset Pool (rounded
downward to the nearest 100,000 units of relevant currency); and (vii) the
amount, if any, of the Utilization Fee in respect of such Borrowing
requested to be borrowed, and (B) certify that (x) the Borrower delivered
the Final Asset Pool Acquisition Certificate in respect of such Asset Pool
not later than ten Business Days before the Borrowing Date specified in
such notice and that all information set forth in Asset Pool Acquisition
Certificate (as revised through the Final Asset Pool Acquisition
Certificate and as further revised to the extent permitted by Section
6B.4) remains true and correct and (y) on or prior to the date of such
Notice of Borrowing, Borrower has delivered to the Agent a Final NPV Pool
Certificate in respect of such Asset Pool, provided that, notwithstanding
the provisions of clause (A)(i), FC Commercial may use the proceeds of
borrowings to make subordinated loans to a Greenwich Capital PFAL
Portfolio Entity so long as Greenwich Capital Financial Products Inc.
makes like subordinated loans to such Greenwich Capital PFAL Portfolio
Entity and the rights to payment of such subordinated loans by FC
Commercial are pledged as security for the Loans hereunder, and provided
further that, notwithstanding the provisions of clause (A)(i), in the case
of an Asset Pool consisting of assets originated in France, FC Commercial
may



8









 







use the proceeds of borrowings to a make contribution to a United
Kingdom trust which will in turn make a contribution to the capital of a
PFAL Portfolio Entity in connection with such PFAL Portfolio Entity’s
acquisition of such Asset Pool. Without the consent of the Agent,
Borrower shall not be entitled to make borrowings under the Term Loan
Commitments more than twice in any calendar month and not more than once
during any ten Business Day period.



     (e) Section 2.4 of the Loan Agreement is hereby amended by deleting
paragraph (h) thereof in its entirety and substituting “Reserved” therefore .



     (f) Section 2.6 of the Loan Agreement is hereby amended by deleting such
Section and substituting, in lieu thereof, the following:




          2.6 Voluntary Prepayments of Term Loans. Borrower may, upon not
less than three CFCCA-P Business Days prior written notice to the Agent
(which notice the Agent shall promptly transmit to the Lenders in writing
or by telephone, confirmed as soon as possible thereafter in writing)
prepay the Term Loans in whole at any time, or from time to time in part
in amounts of 250,000 units of the relevant currency equal to or greater
than an amount the Dollar Equivalent of which is $250,000 (and, if
greater, in integral multiples of 50,000 units of the relevant currency),
and without premium (subject to Section 3.9) or penalty; provided that at
the time of any such prepayment of the Term Loans, Borrower shall pay all
interest accrued on the principal amount of such prepayment. Prepayments
pursuant to this Section 2.6 shall be applied (ratably as among Lenders
holding the Loans to which applied) to such Tranches of Term Loans and in
such order as the Borrower may at the time in writing direct or, if no
such direction is given, as determined by the Agent. All notices pursuant
to this Section 2.6 and Section 2.7 shall be irrevocable and result in the
principal amount of Loans specified therein becoming due and payable on
the prepayment date specified therein.



     (g) Section 2.8 of the Loan Agreement is hereby amended by adding to the
end of clause (b) thereof the following sentence:




          If the Term Loan Commitment of any Lender is reduced pursuant to this
Section 2.8(b), there shall be a proportionate reduction of the
Eurosublimit of such Lender.



     (h) A new Section 2.10 shall be added as follows:




          2.10 Currency of Payments



     Except to the extent otherwise provided herein, all payments of
principal and interest on (i) Eurocurrency Loans, (ii) Base Rate Loans and
(iii) under corresponding Notes to be made by any Borrower shall be made
in the currency of the applicable Loan for which payment is being made, in
immediately available funds, to the Agent.




(i) A new Section 2.11 shall be added as follows:




          2.11 Currency Fluctuations, etc.



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                    (a) Not later than 1:00 p.m., New York City time, on each
Borrowing Date and each Payment Date, the Agent shall (i) determine
the Exchange Rate as of such Borrowing Date if at such time there
are outstanding Eurocurrency Loans denominated in Euros and (ii)
give notice thereof to the Lenders and to the Borrower. The
Exchange Rate so determined shall become effective on the first
Business Day immediately following the relevant Borrowing Date or
Payment Date (a “Reset Date”) and shall remain effective until the
next succeeding Reset Date.




                    (b) Not later than 5:00 p.m., New York City time, on each Reset
Date, the Agent shall (i) determine the Dollar Equivalent of the
Eurocurrency Loans in Euros then outstanding (after giving effect to
any Eurocurrency Loans to be made or repaid on such date) and (ii)
notify the Lenders and the Borrower of the results of such
determination.




                    (c) If on any Reset Date, the Dollar Equivalent of the
aggregate principal amount of Term Loans outstanding exceeds the
aggregate principal amount of the Term Loan Commitment, then the
Borrower shall, within three Business Days after notice thereof from
the Agent, prepay (in either Euros or Dollars as selected by the
Borrower) Term Loans in an aggregate amount such that, after giving
effect thereto, the Dollar Equivalent of all such Term Loans shall
be equal to or less than such aggregate amount of Term Loan
Commitment.



     (j) Section 3.1 of the Loan Agreement is hereby amended by deleting such
Section and substituting, in lieu thereof, the following:




          3.1 Rate of Interest




          (a) Subject to the provisions of Section 3.3 hereof, the Borrower
agrees to pay interest in respect of the unpaid principal amount of the
Loans from the date such Loans are made until maturity (whether by
acceleration or otherwise) at the following rates of interest: (i)
Eurocurrency Loans, at a rate per annum equal to the sum of 3.5% plus the
Step-Up Percentage in excess of LIBOR for the Eurocurrency Interests
Period then in effect and (ii) Base Rate Loans, at a rate per annum equal
to the sum of 1% plus the Step-Up Percentage in excess of the Base Rate,
such rate to change as and when the Base Rate shall change.




          (b) Loans (provided that such Loan was made in Dollars) which are
made on a date other than a Payment Date shall constitute Base Rate Loans
until converted in accordance with Section 3.11.



     (k) Section 3.10 of the Loan Agreement is hereby amended by deleting
clause (f) thereof and substituting, in lieu thereof, the following:




          (f) The Borrower shall not be permitted to maintain as Eurocurrency
Loans any Tranche of Loans or for Revolving Credit Loans if the
outstanding amount of such Tranche or of the Revolving Credit Loans to be
maintained as Eurocurrency Loans is less than 1,000,000 units of the
relevant currency equal to or greater than an amount the Dollar Equivalent
of which is $100,000 or an integral multiple of 100,000 units of the
relevant currency in excess thereof.



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     (l) Section 3.11 of the Loan Agreement is hereby amended by deleting such
Section and substituting, in lieu thereof, the following:




          3.11 Conversions. Borrower shall have the option to convert, on any
Payment Date, all or any portion of a Tranche of Term Loans (provided that
such Term Loan was made in Dollars) or Revolving Credit Loans from Base
Rate Loans to Eurocurrency Loans or from Eurocurrency Loans to Base Rate
Loans; provided that (i) after giving effect to any such conversion the
amount of such Tranche outstanding as a Eurocurrency Loans shall be an
amount equal to $1,000,000 or an integral multiple of $100,000 in excess
thereof and the amount thereof outstanding as Base Rate Loans shall be an
amount equal to not less than $20,000; and (ii) unless the Majority
Lenders specifically agree in writing, no conversion to Eurocurrency Loans
shall be permitted at any time that a Default or Event of Default exists.
Each such conversion shall be effected by Borrower giving the Agent
written notice thereof (a “Notice of Conversion”) on or prior to 11:00
a.m. (Closing Office time) at least three Business Days prior to a Payment
Date, specifying the amount of Loans to be converted, whether the Loans to
be converted are Term Loans or Revolving Credit Loans and, if Term Loans,
the Tranche of Loans to which such conversion relates.



     (m) Section 4.2(b) of the Loan Agreement is hereby amended by deleting
“1/4” in the fourth line and substituting, in lieu thereof, “3/8.”



     (n) Section 6B.2(a) of the Loan Agreement is hereby amended by adding the
following at the end thereof:




          provided that, notwithstanding the foregoing, in the case of a
Greenwich Capital PFAL Portfolio Entity, FC Commercial may own 100% of the
Subject PFAL Entity’s capital so long as Greenwich Capital Financial
Products Inc. makes subordinated loans to such entity in an amount equal
to the subordinated loans made to such entity by FC Commercial, and
provided further that, notwithstanding the foregoing, in the case of an
Asset Pool consisting of assets originated in France, FC Commercial [and
any such Third Party Investor] may make contributions to a United Kingdom
trust which will in turn make a contribution to the capital of the Subject
PFAL Entity.



     (o) Section 6B.3 of the Loan Agreement is hereby amended by adding the
following at the end thereof:




          provided that, notwithstanding the foregoing, in the case of a
Greenwich Capital PFAL Portfolio Entity, FC Commercial may use the
proceeds of such loans to make subordinated loans to such entity in an
amount equal to the subordinated loans made to such entity by Greenwich
Capital Financial Products Inc., and provided further that,
notwithstanding the foregoing, in the case of an Asset Pool consisting of
assets originated in France, FC Commercial may use the proceeds of such
loans to make a contribution to a United Kingdom trust which will in turn
make a contribution to the capital of a Subject PFAL Entity in connection
with such Subject PFAL Entity’s acquisition of such Asset Pool.



     (p) Section 6B.4 of the Loan Agreement is hereby amended by adding the
following at the end thereof:



11









 






          (d) A certificate of the type delivered pursuant to Section
7.1(e)(ii) showing, on a pro forma basis, the “Total Equities” of all PFAL
Portfolio Entities after giving effect to the acquisition of the related
Asset Pool shall have been delivered to the Agent not less than 10
Business Days prior to the Borrowing Date of such Term Loans.



     (q) Section 8.3 of the Loan Agreement is hereby amended by deleting
paragraph (iv) thereof and substituting, in lieu thereof, the following:




          (iv) (A) subordinated debt of a Greenwich Capital PFAL Portfolio
Entity to FC Commercial and Greenwich Capital Financial Products Inc. and
(B) Indebtedness of a PFAL Portfolio Entity, incurred under Approved
Portfolio Leverage Arrangements on the day that such PFAL Portfolio Entity
acquires an Asset Pool, in a principal amount not in excess of (x) 75%
(or, such higher percentage, if any, approved by the Agent in writing with
respect to a particular Asset Pool) of the lower of (i) the Acquisition
Price of such Asset Pool and (ii) the Net Present Value of such Asset
Pool, or (y) such principal amount which, when added to the principal
amount of the Tranche of Term Loans made in respect of the acquisition of
such Asset Pool (less any Utilization Fee amount included therein) plus
the full amount then or thereafter contributed to the capital of such PFAL
Portfolio Entity by any holder of Equity Interests therein other than FC
Commercial (and other than any such amount thereafter contributed to the
capital of such PFAL Portfolio Entity in respect of the subsequent
acquisition of a different Asset Pool and, in the case of a Greenwich
Capital PFAL Portfolio Entity, the amount of any subordinated loans made
to such entity by Greenwich Capital Financial Products Inc.), would not
result in the sum of such principal amount of Indebtedness of such PFAL
Portfolio Entity plus the principal amount of such Tranche of Term Loans
and the amount of such contributions to capital (or such subordinated
loans) exceeding the lower of (i) the Acquisition Price of such Asset Pool
and (ii) the Net Present Value of such Asset Pool (it being agreed that a
PFAL Portfolio Entity shall not contract, create, incur, assume or suffer
to exist any Indebtedness other than Indebtedness under Approved Portfolio
Leverage Arrangements incurred in respect of the acquisition by it of any
Asset Pool on the AP Funding Date for such Asset Pool in accordance with
the above provisions of this clause (iv) and, in the case of a Greenwich
Capital PFAL Portfolio Entity, subordinated debt to Greenwich Capital
Financial Products Inc. and FC Commercial);



     (r) Section 8.10(a) of the Loan Agreement is hereby amended by adding the
following at the end of the first sentence thereof:




          and (iii) in the case of an Asset Pool consisting of assets
originated in France, investments in a United Kingdom trust which in turn
makes a contribution to the capital of a PFAL Portfolio Entity in
connection with such PFAL Portfolio Entity’s acquisition of such Asset
Pool



     (s) Section 8.13 of the Loan Agreement is hereby amended by adding the
following after clause (x):



12









 






          and (xi) for subordinated loans to a Greenwich Capital PFAL
Portfolio Entity in an amount equal to the subordinated loans made to such
entity by Greenwich Capital Financial Products Inc.



     (t) Section 8.17 of the Loan Agreement is hereby amended by adding the
following at the end thereof:




          Notwithstanding any of the provisions of this Section 8.17 to the
contrary, (x) in the case of a Greenwich Capital PFAL Portfolio Entity, FC
Commercial may use the proceeds of the related Term Loans to make
subordinated loans to such entity in an amount equal to the subordinated
loans made to such entity by Greenwich Capital Financial Products Inc. and
(y) in the case of an Asset Pool consisting of assets originated in
France, FC Commercial may use the proceeds of borrowings to a contribution
to a United Kingdom trust which will in turn make a contribution to the
capital of a PFAL Portfolio Entity in connection with such PFAL Portfolio
Entity’s acquisition of such Asset Pool.



     (u) Section 8.29 of the Loan Agreement is hereby amended by deleting
paragraph (a) thereof and substituting, in lieu thereof, the following:




          Subject to Section 8.21(b) in the case of Extraordinary Transaction
Proceeds, the Borrower shall each calendar month (i) cause each PFAL
Portfolio Entity and each REO-PFAL Affiliate to distribute to FC
Commercial (as a Dividend in accordance with Section 8.11(a)) on or prior
to the 25th day of such calendar month (or, if earlier, on the fourth to
last CFCCA-P Business Day of such month, each such 25th day or earlier
day, a Calculation Date”) an amount equal to (I) the sum of (x) the Asset
Pool Prepayment Amount in respect of the Payment Date occurring on the
last Business Day of the preceding month plus (y) interest on all Term
Loans payable on such next Payment Date or, if greater, (II) the sum of
(x) 75% of the FC Percentage in respect of each such PFAL Portfolio Entity
of all Collections of each Asset Pool owned by such PFAL Portfolio Entity
and of all amounts received by such REO PFAL Affiliate during the period
from the second preceding Calculation Date to the preceding Calculation
Date and (y) the amount calculated pursuant to clause (II) of the
definition of “Asset Pool Prepayment Amount” and (ii) cause FC Commercial
to pay to Borrower, upon receipt, each such Dividend received by FC
Commercial under clause (i) above by prepaying the FC Commercial (PFAL)
Pledged Note and, if no amount then remains outstanding thereunder, by
prepaying any other outstanding Pledged Note from FC Commercial to
Borrower and distributing any remaining portion of such Dividend as a
Dividend (in accordance with Section 8.11(a)) to the Borrower.



     (v) Section 8.34 of the Loan Agreement is hereby amended by (x) adding
the following at the end of clause (i) of paragraph (a) thereof:




          provided, that a PFAL Portfolio Entity doing business outside the
United States may own the type of assets an REO Affiliate would own (if it
had an REO Affiliate of which it were the REO Owner ).




and (y) deleting clause (ii) of paragraph (a) thereof and substituting, in
lieu thereof, the following:



13









 






          (ii) each REO-PFAL Affiliate shall be formed in respect of a specific
REO Owner and shall not hold assets other than from such REO Owner.



     (w) Section 9.12 of the Loan Agreement is hereby amended by adding a new
clause (c) thereof as follows:




          (c) If for the purpose of obtaining judgment in any court it is
necessary to convert a sum due from the Borrower in the currency expressed
to be payable herein (the “specified currency”) into another currency, the
parties hereto agree, to the fullest extent that they may effectively do
so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Agent could purchase the specified
currency with other such currency at the Agent’s New York branch on the
Business Day that is on or immediately following the day on which final
judgment is given. The obligations of the Borrower in respect of any sum
due to any Lender or the Agent hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged
only to the extent that on the Business Day following receipt by such
Lender or the Agent, as the case may be, of any sum adjudged to be so due
in such other currency such Lender or the Agent as the case may be, may in
accordance with normal banking procedures purchase the specified currency
with such other currency. If the amount of the specified currency so
purchased is less than the sum originally due to such Lender or the Agent,
as the case may be, in the specified currency, the Borrower agrees, to the
fullest extent it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or the Agent,
as the case may be, against such loss, and if the amount of the specified
currency so purchased exceeds the sum originally due to any Lender or the
Agent, as the case may be, in the specified currency, such Lender or the
Agent, as the case may be, agrees to remit such excess to the appropriate
Borrower.



     (x) All references to “Eurodollar” in the Loan Agreement shall be hereby
amended by deleting such word and substituting, in lieu thereof,
“Eurocurrency.”



     (y) The provisions of Sections 6(b) and 6(e) of Amendment No. 3 and
Consent No. 4 to this Agreement shall no longer be applicable, and the Lenders
hereby waive any prior failure of the Borrower to comply with the terms and
conditions of such Sections 6(b) and 6(e).



     4. Representations, Warranties, Covenants and Agreements. To induce the
Lenders and the Agent to enter into this Amendment, the Borrower hereby
represents and warrants to the Agent and the Lenders (which representations and
warranties are made as of the date hereof and as of the Amendment Closing Date)
and covenants and agrees for the benefit of the Agent and the Lenders (which
representations, warranties, covenants and agreements are in furtherance and
not in limitation of the provisions of the Loan Agreement and the other Loan
Documents and shall survive the execution, delivery and effectiveness of this
Amendment), as follows:



               (a) The execution and delivery by the Borrower and each other Loan Party
and other Person (other than the Agent or any Lender) executing and delivering
any agreement, acknowledgement or other instrument pursuant hereto (in each
case, to the extent such Person is a party thereto) of this Amendment, the
Confirming Consent dated as of the date hereof and all other agreements,
acknowledgements and instruments being delivered pursuant hereto and each such



14









 




Person’s performance of this Amendment, such Confirming Consent, the Loan
Agreement as amended by this Amendment, and the other agreements,
acknowledgements and instruments being delivered pursuant hereto and the
consummation of the transactions contemplated under this Amendment and the use
of proceeds of all Loans have been duly authorized by all necessary limited
liability company, corporate, partnership, member, stockholder and partner
action and none of such execution, delivery, performance or consummation shall,
by lapse of time, the giving of notice or otherwise, constitute a violation of
any Legal Requirement or a breach of any provision contained in the Charter
Documents of Borrower or any other Loan Party or other such Person or contained
in any agreement, instrument or document to which Borrower, any such other Loan
Party or other Person is now or hereafter a party or by which Borrower, any
such other Loan Party or other Person or any of the assets of Borrower, any
such other Loan Party or other Person is or may become bound.




               (b) This Amendment, the Loan Agreement as amended by this Amendment, the
Confirming Consents delivered in connection herewith and all other instruments,
acknowledgements and agreements delivered or required to be delivered pursuant
hereto are and when delivered will be the legal, valid and binding obligations
of the Loan Parties and other Persons party thereto, enforceable in accordance
with their respective 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).



               (c) Each of the Security Documents and each Guaranty secures or
guarantees, as the case may be, all Loans and other obligations to the Lenders
under the Loan Documents, whether such Loans were or are made or such
obligations incurred before, on or after the Amendment Closing Date. No
amendment needs to be made to any of the Security Documents or Guaranties, nor
does any action need to be taken, to effectuate the provisions of the preceding
sentence.



               (d) The priority of all Liens in favor of the Agent and the Lenders under
the Security Documents (whether in respect of Loans made or obligations
incurred before, on or after the Amendment Closing Date) shall be the same as
the priority of all Liens immediately prior to the Amendment Closing Date with
respect to Loans and obligations outstanding immediately prior to the Amendment
Closing Date.



               (e) No Material Adverse Change has occurred since September 30, 2003.



               If any of the foregoing representations or warranties or any other
representation or warranty set forth in this Amendment is breached or proves to
be untrue in any material respect, the same shall constitute an Event of
Default as fully as if the same were listed as an Event of Default in Section
9.2 of the Loan Agreement.



     5. Certain Actions. The Borrower hereby covenants and agrees for the
benefit of the Agent and the Lenders (which covenants and agreements are in
furtherance and not in limitation of the provisions of the Loan Agreement and
the other Loan Documents and shall survive the execution, delivery and
effectiveness of this Amendment) that the Borrower shall deliver or caused to
be delivered by no later than fifteen (15) days following the Amendment Closing
Date (such fifteen (15) day period, the “Grace Period”) all security documents,
closing documents and other



15









 





open items required to be delivered pursuant to Amendment No. 3 and
Consent No. 4 (“Amendment No. 3”) dated as of May 2, 2003 to the Loan Agreement.
In the event that any of the aforementioned security documents, closing
documents or other open items are not so delivered within the Grace Period,
each Loan outstanding under the Loan Agreement which Loan was made in
connection with Amendment No. 3 (including the PRL Term Loans as such term is
defined in Amendment No. 3) shall accrue interest (beginning from the end of the
Grace Period through the date on which all of the missing items are delivered
to the Agent in form and substance satisfactory to the Agent) at a rate per
annum equal to the sum of (i) the rate of interest applicable to such Loan
under the terms of the Loan Agreement (including pursuant to Sections 3.1 and
3.3 of the Loan Agreement), plus (ii) one percent (1%). Failure of the
Borrower to provide all of the missing items by June 30, 2004 shall constitute
an immediate Event of Default under Section 9 of the Loan Agreement.



     6. Effectiveness. This Amendment shall become effective as of the date
hereof when each of the following conditions has been fulfilled to the
satisfaction of the Agent (or waived by the Agent in its sole discretion). The
first date on which all of the following conditions have been so satisfied (or
so waived) is herein referred to as the “Amendment Closing Date”. If the
Amendment Closing Date shall not have occurred by the close of business (New
York time) on April 30, 2004 (or such later date as may be specified by the
Agent in writing), this Amendment shall be deemed rescinded, null and void:



               (a) The Borrower, the Lenders and the Agent shall have executed a copy
hereof, and each Loan Party listed as a signatory thereto shall have executed a
consent in the form of the Confirming Consent attached to this Amendment, and
delivered each of the foregoing to the Agent at 565 Fifth Avenue, New York, New
York 10017 (Attention: Loans Administration);



               (b) The Borrower shall have paid a fee to the Agent on the Amendment
Closing Date in the amount of twenty-five thousand dollars ($25,000) and shall
have paid a fee to BoS (USA) Inc. on the Amendment Closing Date in the amount
of one hundred thousand dollars ($100,000).



               (c) 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, (i) each representation and warranty made herein is
true and correct in all material respects with the same effect as though such
representations and warranties have been made at and as of such time; and (ii)
no Material Adverse Change shall have occurred since September 30, 2003; and



               (d) The Borrower shall have delivered or caused to be delivered such other
agreements, instruments and documents as are reasonably requested by the Agent.



All documents, agreements, certificates, financial statements, legal opinions,
and other papers required to be delivered by this Section 5 shall be in form
and substance satisfactory to the Agent.



     7. Release. The Borrower does hereby remise, release and forever
discharge the Agent, Collateral 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, bonds, covenants, judgments,
claims



16









 




and demands whatsoever in law or in equity, which against the Agent, the
Collateral 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 Effective Date or the Amendment Closing Date with
respect to or in any way relating to the Loan Agreement, this Amendment or any
Security Document or other Loan Document or any proposed amendment or waiver
of the Loan Agreement, the Amendment or any Security Document or other Loan
Document except, in the case of the Agent, the Collateral Agent, any Lender or
other Person, for the willful misconduct (if any) or gross negligence (if any)
of the Agent, the Collateral Agent, any Lender or other such Person (as the
case may be). By execution of a Confirming Consent relating to this Amendment
attached hereto, each Loan Party signatory thereto acknowledges and consents to
the foregoing and itself remises, releases and forever discharges the Agent,
the Collateral Agent, the Lenders and each of their respective affiliates,
successors, officers, directors, employees, counsel and agents, past and
present, and each of them, from any and all such actions and all manner of
actions, causes of action, suits, debts, dues, bonds, covenants, judgments,
claims and demands whatsoever in law or equity ,which against the Agent, the
Collateral Agent, the Lenders or any of their respective affiliates,
successors, officers, directors, employees, counsel or agents, or any one or
more of them such Loan Party 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 Effective Date or the Amendment Closing Date with
respect to or in any way relating to the Loan Agreement, this Amendment or any
Security Document or other Loan Document or any proposed amendment or waiver of
the Loan Agreement, the Amendment or any Security Document or other Loan
Document except, in the case of the Agent, the Collateral Agent, any Lender or
other Person, for the willful misconduct (if any) or gross negligence (if any)
of the Agent, the Collateral Agent, any Lender or other such Person (as the
case may be).




     8. Limited Nature of Amendments. The amendments, consents and waivers (if
any) set forth herein are limited precisely as written and shall not be deemed
to (a) be a consent to any waiver of, or modification of, any other term or
condition of the Loan Agreement or any of the other Loan Documents or (b)
prejudice any right or rights which the Agent, the Collateral 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 or 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.



17









 





         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.



18









 





     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, acting through its New York
	 	 	branch, as Agent and as a Lender
	 
	 	 	 	 
	

	 	By
	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	

	 	FIRSTCITY FINANCIAL CORPORATION
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:







19









 






CONFIRMING CONSENT




     Reference is hereby made to Amendment No. 5 dated as of March 31, 2004
(the “Amendment Agreement”) to the Term Loan and Revolving Credit Agreement
(the “Loan Agreement”) dated as of December 12, 2002 (the Loan Agreement as
amended to date and as amended from time to time hereafter, the “Amended Loan
Agreement”).



     Each of the undersigned, for itself, hereby consents to the terms and
provisions of the Amendment Agreement and to the transactions contemplated
thereby and confirms and acknowledges that:




          (a) each pledge agreement, guarantee, security agreement,
subordination agreement, collateral assignment agreement or other
Loan Document entered into by it in connection with the Loan
Agreement remains in full force and effect with respect to the
Amended Loan Agreement and the obligations of the Borrower
thereunder and under the other Loan Documents after giving effect to
the Amendment Agreement and any transaction contemplated thereby as
fully as it applied to the Loan Agreement (as amended up to the time
immediately date prior to the Amendment Closing Date) and the
obligations of the Borrower thereunder and under the other Loan
Documents immediately prior to the Amendment Closing Date or the
occurrence of any transaction contemplated by the Amendment
Agreement; and




          (b) its consent and acknowledgement hereunder is not required
under the terms of any such pledge agreement, guarantee, security
agreement, subordination agreement, collateral assignment agreement
or other Loan Document previously entered into by it and that any
failure to obtain its consent or acknowledgment to any subsequent
amendment to the Loan Agreement or Amended Loan Agreement or any of
the other Loan Documents will not affect the validity of its
obligations under such pledge agreement, guarantee, security
agreement, subordination agreement, collateral assignment agreement
or other Loan Document, and that this consent and acknowledgement is
being delivered for purposes of form only.



     This consent may be executed in any number of counterparts by the parties
hereto on separate counterparts.



     THIS CONSENT 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.




20









 








     Terms used herein and not otherwise defined have the same meanings as in
the Amendment Agreement. This Consent is dated as of March 31, 2004.



	 	 	 	 	 	 	 	 	 	 	 
	FC CAPITAL CORP.	 	FIRSTCITY COMMERCIAL CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 	 	
	 	 	 	

	

	 	 	 	Name:
	 	 	 	 	 	Name:
	

	 	 	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 	 	 
	FIRSTCITY CONSUMER
LENDING CORPORATION	 	FIRSTCITY HOLDINGS CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 	 	
	 	 	 	

	

	 	 	 	Name:
	 	 	 	 	 	Name:
	

	 	 	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 	 	 
	FIRSTCITY INTERNATIONAL CORPORATION	 	FIRSTCITY MEXICO, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 	 	
	 	 	 	

	

	 	 	 	Name:
	 	 	 	 	 	Name:
	

	 	 	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 	 	 
	FIRSTCITY SERVICING CORPORATION	 	FIRSTCITY FUNDING L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 	 	
	 	 	 	

	

	 	 	 	Name:
	 	 	 	 	 	Name:
	

	 	 	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 	 	 
	FIRSTCITY HOLDINGS
CORPORATION OF MINNESOTA	 	FIRSTCITY EUROPE CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 	 	
	 	 	 	

	

	 	 	 	Name:
	 	 	 	 	 	Name:
	

	 	 	 	Title:
	 	 	 	 	 	Title:







Signature Page to Confirming Consent







21









 








EXHIBIT A




Schedule 2.1




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Term Loan	 	 	 	 	 	 	 	 	Revolving Credit
	Lender
	 	Commitment*
	 	Eurosublimit*
	 	Commitments**

	Bank of Scotland
acting through
its New York branch
	 	$	45,000,000	 	 	 	 	 	 	***	 	$	5,000,000	 
	 
	 	 	
 	 	 	 	 	 	 	 	 	 	
 	 
	Total
	 	$	45,000,000	 	 	 	 	 	 	 	 	$	5,000,000	 






* Subject to reduction pursuant to Sections 2.8(b) and 9.



**Subject to reduction pursuant to Sections 2.8(a) and 9.



***Eurosublimit not to exceed the amount of Euros of which the Dollar
Equivalent is $22.5 million.




22









 








SCHEDULE I




Additional PFAL Portfolio Entities