**Exhibit10.24**

**AMENDMENT NO. 1 AND CONSENT TO REVOLVINGCREDIT AGREEMENT**

AMENDMENT AND CONSENT(this “Amendment”), dated as of June 29, 2007, among FH PARTNERS, L.P.,a Texas limited partnership (the “Borrower”), the financial institutionswhich are parties to the Agreement hereinafter referred to (each a “Lender”and collectively, the “Lenders”), and BANK OF SCOTLAND, as agent for theLenders (in such capacity, the “Agent”) under the Revolving CreditAgreement, dated as of August 26, 2005, among the Borrower, the Lenders and theAgent (the “Agreement”).

**W**ITNESSETH:

WHEREAS, the Borrower has requested that certain amendments set forthherein be made to the Agreement;

WHEREAS, subject to the terms and conditions contained below, the Agentand the Lenders are willing to so amend the Agreement;

NOW, THEREFORE, it is agreed:

# 1.  Definitions.  All terms used herein which are defined inthe Agreement (including, to the extent any such terms are to be added oramended by this Amendment, as if such terms were already added or amended bythis Amendment, unless the context shall otherwise indicate) shall have thesame meanings when used herein unless otherwise defined herein.  All references to Sections in this Amendmentshall be deemed references to Sections in the Agreement unless otherwisespecified.

# 2.  Effect of Amendment.  As used in the Agreement (including allExhibits thereto), the Notes and the other Loan Documents and all otherinstruments and documents executed in connection with any of the foregoing, on and subsequent to the AmendmentClosing Date (as hereinafter defined), any reference to the Agreement shallmean the Agreement as amended hereby.

# 3.  Amendments.  The Agreement is hereby amended as follows:

## (a)           Section 8A(a).  Clauses (i) and (ii) of Section 8A(a) of theAgreement are amended and restated to read in their entireties as follows:

“(i) maintain a ratio of Indebtedness to TangibleNet Worth equal to or less than 3.50 to 1.00 for the last day of the fiscalquarter then ended; and

 (ii) maintaina ratio of EBITDA to Interest Coverage not less than 1.50 to 1.00 for the fourfiscal quarters then ended; and”

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# 4.  Consent.  Section 8.4 of the Agreement prohibits theBorrower from assigning, selling or transferring any of its Assets to anyPerson, other than in the ordinary course of business and for fair and adequateconsideration.  Section 8.20 of theAgreement prohibits the Borrower from engaging in transactions with Affiliatesunless the transaction is no less favorable to the Borrower than would beobtained in a comparable arm’s length transaction.  The Borrower has requested that the Lendersconsent to the sale of eight (8) loans identified to the Agent to MPortfolioCorporation, a 100% owned direct subsidiary of FC Commercial, for $7,542,363.  In reliance upon the representations,warranties and agreements set forth herein, the Lenders hereby consent to thesale of such eight (8) loans to MPortfolio Corporation.

# 5.  Representations.  In order to induce the Agent and the Lendersto execute this Amendment, the Borrower hereby represents, warrants andcovenants to the Agent and the Lenders as of the date hereof and (if different)as of the Amendment Closing Date (which representations, warranties andcovenants shall survive the execution, delivery and effectiveness of thisAmendment) as follows:

## (a)           No Default or Event of Default exists.

## (b)           Each representation and warranty made by Borrower and eachother Loan Party in the Loan Documents is true and correct.

## (c)           The execution and delivery of this Amendment by theBorrower and the consummation of the transactions contemplated herein have beenduly authorized by all necessary corporate action.

## (d)           This Amendment is the legal, valid and binding obligationof the Borrower, enforceable in accordance with its terms subject, as toenforceability, to applicable bankruptcy, insolvency, reorganization andsimilar laws affecting the enforcement of creditors’ rights generally and togeneral principles of equity (regardless of whether such enforcement isconsidered in a proceeding in equity or at law).

## (e)           No Material Adverse Change has occurred since March 31,2007.

## (f)            The Borrower will apply at least $7,500,000 of theproceeds of the sale of loans to MPortfolio Corporation to repay the Loans onthe date of such sale.

# 6.  Effectiveness.  This Amendment shall become effective wheneach of the following conditions have been fulfilled to the satisfaction of theAgent (or waived by the Agent).

## (a)           Signed Copies. The Borrower, the Lenders and the Agent shall have executed a copyhereof and delivered the same to the Agent at 565 Fifth Avenue, New York,New York 10017 (Attention:  JosephFratus) or such other place directed by the Agent.

## (b)           Guarantor’s Consent.  Each Guarantor shall have executed aconfirming consent, substantially in the form attached hereto as Annex A orotherwise satisfactory to the Agent (a “Confirming Consent”), anddelivered the same to the Agent at 565 Fifth 

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## Avenue, New York, New York10017 (Attention:  Joseph Fratus) or suchother place directed by the Agent.

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

## (d)           Accuracy of Representations.  Each representation and warranty made by theBorrower and each other Loan Party in the Agreement and the other LoanDocuments shall be true and correct in all material respects as of theAmendment Closing Date with the same effect as though made at and as of suchdate (except for those that specifically speak as of a prior date).

# The amendment to clause(ii) of Section 8A of the Agreement set forth in Section 3 hereof shall beeffective as of December 31, 2006; the amendment to clause (i) of Section 8A ofthe Agreement set forth in Section 3 hereof shall be effective as of March 31,2007; and the consent set forth in Section 4 hereof shall be effective as ofJune 29, 2007.

# 7.  Limited Nature of Amendments.  The amendments set forth herein are limitedprecisely as written and shall not be deemed to (a) be a consent by the Agentor the Lenders to any waiver of, or modification of, any other term or conditionof the Agreement, or any of the documents referred to in any of the foregoingor (b) prejudice any right or rights which any of the Lenders or the Agent maynow have or may have in the future under or in connection with the Agreement,or any of the documents referred to in any of the foregoing.  Except as expressly amended hereby, the termsand provisions of the Agreement shall remain in full force and effect.

# 8.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUTREFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THELAWS OF ANOTHER JURISDICTION.

# 9.  Jurisdiction, Waiver of Jury Trial.  THE BORROWER HEREBY AGREES THAT ANY LEGALACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS AMENDMENT MAY BE BROUGHTIN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF THEUNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE AGENT ORANY LENDER MAY ELECT, and, by execution and delivery hereof, the Borroweraccepts and consents for itself and in respect to its property, generally andunconditionally, the exclusive jurisdiction of the aforesaid courts, unlesswaived in writing by the Agent and the Majority Lenders.  EACH OF THE BORROWER, THE AGENT AND THELENDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALLRIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ORARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY OTHER LOANDOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHERVERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER, ANY AFFILIATE OF THE BORROWER,THE AGENT OR ANY LENDER.  THIS PROVISIONIS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDER ENTERING INTO THISAMENDMENT.

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# 10.  Headings.  The descriptive headings of the variousprovisions of this Amendment are inserted for convenience of reference only andshall not be deemed to affect the meaning or construction of any of theprovisions hereof.

# 11.  Writings Only.  BORROWER HEREBY ACKNOWLEDGES AND AGREES THATNO TERM OR PROVISION OF THE AGREEMENT, THE NOTES OR ANY OF THE OTHER LOANDOCUMENTS MAY BE CHANGED, WAIVED, SUPPLEMENTED OR OTHERWISE MODIFIED VERBALLY,BUT ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE RELEVANT PARTIES, AS FURTHERPROVIDED IN SECTION 12.2 OF THE CREDIT AGREEMENT.

# 12.  Counterparts.  This Amendment may be executed in any numberof counterparts, and by the different parties on the same or separatecounterparts, each of which when so executed and delivered shall be deemed tobe an original, but all of which together shall constitute one and the sameagreement.  Telecopied signatures heretoand to the Confirming Consent shall be of the same force and effect as anoriginal of a manually signed copy.

[Signature pagefollows.]

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be duly executed and delivered by their respective dulyauthorized officers.
|        | BANK OF SCOTLAND,         |
|--------|---------------------------|
|   | Individually and as Agent |
|   |                      |   |
|   |                      |   |
|   | By                        |   |
|   |                      | Name: |
|   |                      | Title: |
|   |                      |   |
|   |                      |   |
|   | FH PARTNERS, L.P.         |
|   |                      |   |
|   |                      | By:   FH Asset Corp.,  its general partner |
|   |                      |   |
|   | By                        |   |
|   |                      | Name: |
|   |                      | Title: |

[Signature Page toAmendment No. 1 to Revolving Credit Agreement]

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Annex A

CONFIRMING CONSENT

Referenceis hereby made to the foregoing Amendment dated as of June 29, 2007 (the “Amendment”)to the Revolving Credit Agreement dated as of August 26, 2005 among the Borrower, theLenders and the Agent; said agreement, as amended and modified by the Amendmentand from time to time hereafter further amended or otherwise modified, the “AmendedAgreement”.

EachGuarantor hereby consents to the terms and provisions of the Amendment andconfirms and acknowledges that:

(a)  its obligations under the Loan Documents towhich it is a party remain in full force and effect and the terms “Obligations”and “Secured Obligations” used in such Loan Documents include all Obligationsof the Borrower under the Amended Agreement; and

(b)  its consent and acknowledgement hereunder isnot required under the terms of such Loan Documents and any failure to obtainits consent or acknowledgment to any subsequent amendment to the Agreement orthe Amended Agreement or any of the other Loan Documents will not affect thevalidity of its obligations under the aforesaid Loan Documents or any otherLoan Document, and this consent and acknowledgement is being delivered forpurposes of form only.

Capitalizedterms used herein and not otherwise defined have the same meanings as in theAmended Agreement.  This Consent is datedas of the Amendment Closing Date (as defined in the Amendment).
| FIRSTCITY FINANCIAL CORPORATION   |
|-----------------------------------|
|                              |
| By:                               |   |   |
|                              | Name: James C. Holmes |
|                              | Title: Executive Vice President |
|                              |
|                              |
| FIRSTCITY COMMERCIAL  CORPORATION |
|                              |
| By:                               |   |   |
|                              | Name: James C. Holmes |
|                              | Title: Executive Vice President |
|                              |
|                              |
| FIRSTCITY EUROPE CORPORATION      |
|                              |
| By:                               |   |   |
|                              | Name: James C. Holmes |
|                              | Title: Executive Vice President |
|                              |
|                              |

 

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| FIRSTCITY HOLDINGS  CORPORATION      |
|--------------------------------------|
|                                 |
| 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 |
|                                 |
|                                 |

 

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