**EXHIBIT 10.18**
AMENDMENT NO. 5 (PFAL)
     Amendment (this “Amendment”) dated as of March 31, 2004 among FirstCityFinancial Corporation (the “Borrower”), the financial institutions which areparty to the Loan Agreement hereinafter referred to (each a “Lender” andcollectively, the “Lenders”) and Bank of Scotland acting through its New Yorkbranch (“BOS”), as Agent for the Lenders under such Loan Agreement (in suchcapacity, the “Agent”), to the Term Loan and Revolving Credit Agreement datedas of December 12, 2002, as amended by Amendment No. 1 thereto described in acertain Agreement dated as of March 24, 2003 among the Borrower and BOS in itscapacity as the Agent and a Lender under the Loan Agreement, by Amendment No. 2and Consent No. 2 dated as of April 29, 2003, by Amendment No. 3 and ConsentNo. 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 “LoanAgreement”).
W I T N E S S E T H :
     WHEREAS, the parties desire to make the certain amendments to the LoanAgreement set forth herein, including amending the Term Loan facility providedtherein to make it into a revolving facility (despite leaving the title of suchfacility unchanged and leaving the pre-existing Revolving Credit Loan facilityin place);
     NOW THEREFORE, it is agreed:
     1. Definitions. All the terms used herein which are defined in the LoanAgreement (including, to the extent any such terms are to be amended by thisAmendment, as if such terms were already amended by this Amendment, unless thecontext shall indicate otherwise) shall have the same meanings when used hereinunless otherwise defined herein. All references to Sections in this Amendmentshall be deemed references to Sections in the Loan Agreement unless otherwisespecified.
     2. Effect of Amendment. As used in the Loan Agreement (including allSchedules and Exhibits thereto), the Notes and the other Loan Documents and allother instruments and documents executed in connection with any of theforegoing, on and subsequent to the Amendment Closing Date (as hereafterdefined), any reference to the Loan Agreement shall mean the Loan Agreement asamended hereby.
     3. Amendments. On and subject to the terms hereof, upon the occurrence ofthe 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 ofdetermination, (i) if the aggregate outstanding principal amount ofthe Loans on such date as a percentage of the “Total Equities” ofall PFAL Portfolio Entities, as set forth in the latest certificatedelivered pursuant to Section 7.1(e)(ii), does not exceed 65%, then65% and (ii) otherwise, 100%. (Each certificate delivered pursuantto Section 7.1(e)(ii) will calculate the “Total Equities” of thePFAL Portfolio Entities separately from any other entities.)
“Applicable Portfolio Percentage” shall mean, with respect to theAcquisition Price of any Asset Pool the percentage of outstandingshares of stock, membership interests, or partnership interests (asthe case may be) or, in the case of a non-U.S. entity, similarequity interests, or, in the case of a Greenwich Capital PFALPortfolio Entity, subordinated notes, issued to FC Commercial by thePFAL 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” intheir entireties and substituting, in lieu thereof, respectively, thefollowing:
“Applicable Borrowing Percentage” shall mean (x) 90% until June 30,2004; (y) 85% from July 1, 2004 until June 30, 2005 and (z) 80% fromand after July 1, 2005.
“Asset Pool Prepayment Amount” for any Asset Pool in respect of anyPayment Date shall mean the sum of (I) the Applicable DistributionPercentage of the FC Percentage of the amount by which (A)Collections in respect of that Asset Pool (including amountsreceived in respect of any asset that constituted part of such AssetPool which was sold to an REO Affiliate) during the most recentlyended calendar month exceeds (B) the amount of Permitted PortfolioExpenses in respect of such Asset Pool which during such period wereexpended or retained (excluding any such Permitted PortfolioExpenses expended or retained during any previous month) and, in thecase of Leveraged Asset Pool, excluding any such Permitted PortfolioExpenses which were excluded from the computation, in clause (y) ofthe definition of “Collections”, of the gross aggregate amountreceived during such period by such Asset Pool, plus (II) to theextent not constituting Extraordinary Transaction Proceeds, anyproceeds of transfer of any Equity Interests issued by the PFALPortfolio Entity owning such Asset Pool to FC Commercial and the FCPercentage of any proceeds of transfer of any Equity Interestsissued by any REO Affiliate thereof formed in respect of such AssetPool or otherwise holding any assets which at any time were part ofsuch Asset Pool or collateral for any such assets (it beingunderstood that no reference to any transfer of Equity Interestsissued by any PFAL Portfolio Entity or REO Affiliate shall beconstrued to affect or modify any prohibition thereof or requirementfor the obtaining of any consent relating thereto) or, in the caseof the sale of any Equity Interests issued to FC Commercial by anyPFAL Portfolio Entity with more than one Asset Pool, the share ofsuch proceeds of the sale of such Equity Interests allocable to suchAsset 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 ofdifferent Asset Pools, the relative Asset Pool NPV Percentages ofdifferent Asset Pools or otherwise ); plus (III) to the extent notconstituting Extraordinary Transaction Proceeds, the ApplicableDistribution Percentage of any other amounts received by or onbehalf of such PFAL Portfolio Entity or any REO Affiliate thereofor, if such PFAL Portfolio Entity owns more than one Asset Pool,such portion of such other amounts which the Agent determines isallocable to such Asset Pool (such share as among different AssetPools as determined by the Agent in its discretion, whether on thebasis of the relative sizes of different Asset Pools, the relativeamounts of Tranches of Term Loans made in respect of different AssetPools, the relative Asset Pool NPV Percentages or otherwise).
“Collection Period”, with respect to a Payment Date, shall mean thecalendar month preceding the month in which such Payment Dateoccurs.
“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 ofsuch Asset Pool by or on behalf of the PFAL Portfolio Entity owningsuch Asset Pool (including, in addition, amounts received by any REOAffiliate of such PFAL Portfolio Entity formed in respect of suchAsset Pool and any amounts otherwise received by any REO Affiliateof such PFAL Portfolio Entity on account of assets which at any timewere part of such Asset Pool or collateral therefor ) and (y) in thecase of a Leveraged Asset Pool, the gross aggregate amount receivedduring such period on account of such Asset Pool by or on behalf ofthe PFAL Portfolio Entity owning such Asset Pool (including, inaddition, amounts received by any REO Affiliate of such PFALPortfolio Entity formed in respect of such Asset Pool and anyamounts otherwise received by any REO Affiliate of such PFALPortfolio Entity on account of assets which at any time were part ofsuch Asset Pool or collateral therefor, and including amountsreceived on account of such Asset Pool prior to the commencement ofsuch period which were paid to or for the benefit of such PFALPortfolio Entity during such period), excluding (in the case of thisclause (y)) amounts which were paid directly to the PermittedPortfolio Company Creditor of such PFAL Portfolio Entity under anApproved Portfolio Leverage Arrangement with respect to such AssetPool or amounts which were remitted to such Creditor, in either casepursuant to the requirements of such Approved Portfolio LeverageArrangement, which, in any such case, have not been released bysuch 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 ofsuch PFAL Portfolio Entity (and/or REO-PFAL Affiliate thereof)during such period under such arrangements (whether or not suchadditional amount was in fact so released) minus, in each case, theamounts received during such period by or on behalf of such PFALPortfolio Entity constituting Extraordinary Transaction Proceedsallocable to such Asset Pool (as reasonably determined by Agentbased on information provided by Borrower or, if the Agentdetermines 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, withrespect to any amount in any Euros, the equivalent in Dollars ofsuch amount, determined by the Agent using the Exchange Rate withrespect to such Euros then in effect.
          (iv) adding to the end of clause (i) of the definition of “EligiblePFAL Entity”, the following:
provided that, notwithstanding the foregoing, in the case of aGreenwich Capital PFAL Portfolio Entity, FC Commercial may own 100%of the Subject PFAL Entity’s capital so long as Greenwich CapitalFinancial Products Inc. makes subordinated loans to such entity inan amount equal to the subordinated loans made to such entity by FCCommercial and provided further that, notwithstanding the foregoing,in the case of an Asset Pool consisting of assets originated inFrance, FC Commercial may indirectly own such Equity Intereststhrough a United Kingdom trust.
          (v) deleting the definition of “Eurodollar Interest DeterminationDate” in its entirety and substituting, in lieu thereof, the following:
“Eurocurrency Interest Determination Date” shall mean the date as ofwhich LIBOR is determined, which shall be two Business Days prior tothe commencement of a Eurocurrency Interest Period.
          (vi) deleting the definition of “Eurodollar Interest Period” andsubstituting, in lieu thereof, the following:
“Eurocurrency Interest Period” shall mean, with respect to eachEurocurrency Loan, the interest period applicable pursuant toSection 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 itbears interest determined by reference to LIBOR.
          (viii) adding a definition of “Euros” as follows:
“Euros” shall mean the single currency of the European Union asconstituted 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 Eurosequivalent to the amount set forth opposite its name on Schedule 2.1under the heading “Eurosublimit” as such may from time to time bereduced or terminated pursuant to Section 2.8(b), Section 9 or anyother Section of the Agreement.
          (x) adding a definition of “Exchange Rate” as follows:
“Exchange Rate” shall mean with respect to Euros on a particulardate, the rate at which Euros may be exchanged into Dollars inLondon on a spot basis, as set forth on the display page of theReuters System applicable to Euros two Business Days prior to suchdate as reasonably determined by the Agent. In the event that suchrate does not appear on any Reuters display page, the Exchange Ratewith respect to Euros shall be determined by reference to such otherpublicly available service for displaying exchange rates as may beagreed upon by the Agent and the Borrower or, in the absence of suchagreement, such Exchange Rate shall instead be determined byreference to the Agent’s spot rate of exchange quoted to prime banksin London in the London interbank market where its foreign currencyexchange operations in respect of Euros are then being conducted, ator about noon, local time, two Business Days prior to such date forthe 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 othermethods for determining the Exchange Rate can be determined as setforth above, the Agent may use any reasonable method it deemsapplicable to determine such rate, and such determination shall beconclusive absent manifest error.
(xi) adding a definition of “Greenwich Capital PFAL PortfolioEntity” as follows:
“Greenwich Capital PFAL Portfolio Entity” – Section 2.1(a).
          (xii) deleting the definition of “LIBOR” and substituting, in lieuthereof, the following:
“LIBOR” shall mean, for each Eurocurrency Interest Period, (x) theper annum rate of interest at which U.S. Dollar or Euro deposits inthe amount of the outstanding principal balance of the Loan are orwould be offered for such Eurocurrency Interest Period in the Londoninterbank market at 11:00 A.M. London time two Business Days priorto the start of such Eurocurrency Interest Period as published bythe British Bankers’ Association as the “Interest Settlement Rate”for such period by (y) a percentage equal to 100% minus the thenstated maximum rate of all reserve requirements (including withoutlimitation any marginal, emergency, supplemental, special or otherreserves required by applicable law) applicable to any member bankof the Federal Reserve System in the United States in respect ofEurocurrency funding or liabilities.
          (xiii) deleting the definition of “Permitted Portfolio Expenses” andsubstituting, in lieu thereof, the following:
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“Permitted Portfolio Expenses” with respect to an Asset Pool duringany calendar month or Collection Period shall mean the PortfolioProtection Expenses which are currently budgeted (pursuant to abudget previously provided to the Agent) for such Asset Pool anddescribed in the most recently delivered Portfolio ProtectionExpense Report to the extent that such Portfolio Protection Expensesdo not constitute Challenged Portfolio Protection Expenses and onlyif such Portfolio Protection Expenses do not constitute ExcessPortfolio Protection Expenses and there are no other ExcessPortfolio Protection Expenses.
          (xiv) deleting the definition of “PFAL Portfolio Entity” andsubstituting, in lieu thereof, the following:
“PFAL Portfolio Entity” shall mean (x) any Portfolio Entity-Post AEformed after the Effective Date for the purpose of investing innotes, bonds or other evidences of indebtedness and in connectionwith the acquisition by which of an Asset Pool Term Loans have beenmade to Borrower or requested to be made to Borrower and (y) anySecondary Obligor listed on Schedule I to Amendment No. 5 to thisAgreement .
          (xv) adding a definition of “Step-Up Percentage” as follows:
“Step-Up Percentage” shall mean, (a) in the event that (i) theLenders shall have temporarily waived any condition set forth inSection 6B to the making of Term Loan and required the Borrower tosatisfy such condition within a certain period of time after theadvance of such Term Loan (such period of time not to exceed fifteen(15) days with respect to an Asset Pool consisting of US assets orthirty (30) days with respect to an Asset Pool consisting ofEuropean assets) and (ii) the Borrower shall not have satisfied suchcondition within such time period, 1% until all such conditions aresatisfied and (b) at any other time, 0%.
          (xvi) adding the words “and Euros” after the word “Dollars” in thedefinition of “Business Day”.
          (xvi) adding the words “and Euros” after the word “Dollars” in thedefinition of “CFCCA-P Business Day”.
     (b) Schedule 2.1 of the Loan Agreement is hereby amended and restated inits entirety to read as set forth on Exhibit A hereto.
     (c) Section 2.1 of the Loan Agreement is hereby amended by deletingclause (a) thereof and substituting, in lieu thereof, the following:
               (a) Subject to the terms and conditions set forth herein, eachLender severally agrees, at any time and from time to time during theCommitment Period (Term) to make one or more loans in Dollars or Eurosto the Borrower (each a “Term Loan” and collectively, the “TermLoans”) in an aggregate outstanding principal amount for all such TermLoans not exceeding the amount of its Term Loan Commitment, providedthat the aggregate outstanding principal amount in Euros of Term Loansmade by such Lender in Euros shall not exceed the Eurosublimit setforth 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, repayand reborrow the Term Loans. Unless otherwise provided herein, allTerm Loans denominated in Euros shall be made, maintained andcontinued as Eurocurrency Loans. The borrowings from the Lenderspursuant to this Section 2.1(a) shall be (1) in an aggregateoutstanding principal amount (aggregating Term Loans then beingrequested with Term Loans currently outstanding) not to exceed theTotal Term Loan Commitment then in effect; (2) made from each Lenderpro rata on the basis of the Term Loan Commitment of such Lender;provided, that in no event shall the aggregate principal amount ofTerm Loans (or the Dollar Equivalent thereof) made in respect of theacquisition by a PFAL Portfolio Entity of any Asset Pool exceed thelowest (such lowest amount, with respect to any Tranche, being hereinreferred to as the “Tranche Limit”) of (x) the Total Term LoanCommitment then in effect minus the aggregate principal amount of TermLoans then outstanding; (y) the Applicable Portfolio Percentage of theAcquisition Price for such Asset Pool and (z) (i) the product of theApplicable Borrowing Percentage of the “Total Equities” of all PFALPortfolio Entities, as set forth in the certificate delivered pursuantto Section 7.1(e)(ii) and Section 6B.4(d) minus (ii) the aggregateprincipal amount of Term Loans then outstanding; and (3) used byBorrower solely (x) to make advances to FC Commercial evidenced by theFC Commercial (PFAL) Pledged Note, the full amount of which advancesare used by FC Commercial (as more fully set forth in other portionsof this Section 2, in Section 6B and in other Sections of thisAgreement) to make a contribution to the capital of a PFAL PortfolioEntity in connection with such PFAL Portfolio Entity’s acquisition ofan Asset Pool and (y) if requested by Borrower in the Notice ofBorrowing for such Term Loans, to pay the Utilization Fee in respectof the Term Loans made pursuant to clause (x) (the Term Loans includedin 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 borrowingof Term Loans in respect of an Asset Pool (and related UtilizationFee) constituting a different Tranche of Term Loans distinct from eachother Tranche (or borrowing) of Term Loans (and any relatedUtilization Fee) borrowed in respect of any other Asset Pool), andprovided further that, notwithstanding the provisions of clause (3) ofthe foregoing proviso, FC Commercial may use the proceeds ofborrowings to make subordinated loans to any PFAL Portfolio Entitywhich is limited partnership to which Greenwich Capital FinancialProducts Inc. will be providing senior debt (a “Greenwich Capital PFALPortfolio Entity”) so long as Greenwich Capital Financial ProductsInc. makes subordinated loans in an equal amount to such GreenwichCapital PFAL Portfolio Entity and the rights to payment of suchsubordinated loans by FC Commercial are pledged as security for theLoans hereunder, and provided further that, notwithstanding theprovisions of clause (3) of the foregoing proviso, in the case of anAsset Pool consisting of assets originated in France, FC Commercialmay use the proceeds of borrowings to make a contribution to a UnitedKingdom trust which will in turn make a contribution to the capital ofa PFAL Portfolio Entity in connection with such PFAL PortfolioEntity’s acquisition of such Asset Pool, and provided further that
                         (i) [reserved];
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                         (ii) in no event shall the aggregate outstanding principalamount of Term Loans (or the Dollar Equivalent thereof) underthis Agreement (after giving effect to all pending requests forLoans) exceed the amount by which $77 million exceeds theaggregate principal amount of loans outstanding under theAmended and Restated Agreement;
                         (iii) the aggregate outstanding principal amount (aftergiving effect to all pending requests for Term Loans) of TermLoans (or the Dollar Equivalent thereof) in respect of AssetPools-NL shall not exceed $11,250,000; and
                         (iv) the aggregate outstanding principal amount of TermLoans (or the Dollar Equivalent thereof) in respect of AssetPools acquired from Non-US Sellers shall not exceed $22,500,000.
     (d) Section 2.2 of the Loan Agreement is hereby amended by deletingclause (a) thereof and substituting, in lieu thereof, the following:
          (a) Whenever the Borrower desires to utilize the Term LoanCommitments hereunder, it shall deliver to the Agent a Notice of Borrowingnot later than 11:00 a.m., Closing Office Time, on the third Business Daypreceding the date of the proposed borrowing of Term Loans, which Noticeof Borrowing shall, among other items, (A) specify (i) the PortfolioEntity-Post AE to whose capital FC Commercial will contribute the proceedsof the Loans; (ii) the Asset Pool to be acquired by such PFAL PortfolioEntity; (iii) the date of the proposed borrowing (which shall be aBusiness Day during the Commitment Period (Term) (each, a “BorrowingDate”); (iv) if such Borrowing Date is a Payment Date, whether such Loansshall constitute Base Rate Loans or Eurodollar Loans (if not specified orif such date is not a Payment Date, Base Rate Loans shall be deemed tohave been requested); (v) the currency in which the Term Loan will beborrowed; (vi)the total amount of such borrowing (which shall be in aminimum amount of 100,000 units of the relevant currency equal to orgreater than an amount the Dollar Equivalent of which is $100,000 andintegral multiples of 100,000 units of relevant currency in excess thereofand shall not exceed the Tranche Limit for the related Asset Pool (roundeddownward to the nearest 100,000 units of relevant currency); and (vii) theamount, if any, of the Utilization Fee in respect of such Borrowingrequested to be borrowed, and (B) certify that (x) the Borrower deliveredthe Final Asset Pool Acquisition Certificate in respect of such Asset Poolnot later than ten Business Days before the Borrowing Date specified insuch notice and that all information set forth in Asset Pool AcquisitionCertificate (as revised through the Final Asset Pool AcquisitionCertificate and as further revised to the extent permitted by Section6B.4) remains true and correct and (y) on or prior to the date of suchNotice of Borrowing, Borrower has delivered to the Agent a Final NPV PoolCertificate in respect of such Asset Pool, provided that, notwithstandingthe provisions of clause (A)(i), FC Commercial may use the proceeds ofborrowings to make subordinated loans to a Greenwich Capital PFALPortfolio Entity so long as Greenwich Capital Financial Products Inc.makes like subordinated loans to such Greenwich Capital PFAL PortfolioEntity and the rights to payment of such subordinated loans by FCCommercial are pledged as security for the Loans hereunder, and providedfurther that, notwithstanding the provisions of clause (A)(i), in the caseof an Asset Pool consisting of assets originated in France, FC Commercialmay
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use the proceeds of borrowings to a make contribution to a UnitedKingdom trust which will in turn make a contribution to the capital of aPFAL Portfolio Entity in connection with such PFAL Portfolio Entity’sacquisition of such Asset Pool. Without the consent of the Agent,Borrower shall not be entitled to make borrowings under the Term LoanCommitments more than twice in any calendar month and not more than onceduring any ten Business Day period.
     (e) Section 2.4 of the Loan Agreement is hereby amended by deletingparagraph (h) thereof in its entirety and substituting “Reserved” therefore .
     (f) Section 2.6 of the Loan Agreement is hereby amended by deleting suchSection and substituting, in lieu thereof, the following:
          2.6 Voluntary Prepayments of Term Loans. Borrower may, upon notless than three CFCCA-P Business Days prior written notice to the Agent(which notice the Agent shall promptly transmit to the Lenders in writingor 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 partin amounts of 250,000 units of the relevant currency equal to or greaterthan an amount the Dollar Equivalent of which is $250,000 (and, ifgreater, in integral multiples of 50,000 units of the relevant currency),and without premium (subject to Section 3.9) or penalty; provided that atthe time of any such prepayment of the Term Loans, Borrower shall pay allinterest accrued on the principal amount of such prepayment. Prepaymentspursuant to this Section 2.6 shall be applied (ratably as among Lendersholding the Loans to which applied) to such Tranches of Term Loans and insuch order as the Borrower may at the time in writing direct or, if nosuch direction is given, as determined by the Agent. All notices pursuantto this Section 2.6 and Section 2.7 shall be irrevocable and result in theprincipal amount of Loans specified therein becoming due and payable onthe prepayment date specified therein.
     (g) Section 2.8 of the Loan Agreement is hereby amended by adding to theend of clause (b) thereof the following sentence:
          If the Term Loan Commitment of any Lender is reduced pursuant to thisSection 2.8(b), there shall be a proportionate reduction of theEurosublimit 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 ofprincipal and interest on (i) Eurocurrency Loans, (ii) Base Rate Loans and(iii) under corresponding Notes to be made by any Borrower shall be madein the currency of the applicable Loan for which payment is being made, inimmediately 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 eachBorrowing Date and each Payment Date, the Agent shall (i) determinethe Exchange Rate as of such Borrowing Date if at such time thereare outstanding Eurocurrency Loans denominated in Euros and (ii)give notice thereof to the Lenders and to the Borrower. TheExchange Rate so determined shall become effective on the firstBusiness Day immediately following the relevant Borrowing Date orPayment Date (a “Reset Date”) and shall remain effective until thenext succeeding Reset Date.
                    (b) Not later than 5:00 p.m., New York City time, on each ResetDate, the Agent shall (i) determine the Dollar Equivalent of theEurocurrency Loans in Euros then outstanding (after giving effect toany Eurocurrency Loans to be made or repaid on such date) and (ii)notify the Lenders and the Borrower of the results of suchdetermination.
                    (c) If on any Reset Date, the Dollar Equivalent of theaggregate principal amount of Term Loans outstanding exceeds theaggregate principal amount of the Term Loan Commitment, then theBorrower shall, within three Business Days after notice thereof fromthe Agent, prepay (in either Euros or Dollars as selected by theBorrower) Term Loans in an aggregate amount such that, after givingeffect thereto, the Dollar Equivalent of all such Term Loans shallbe equal to or less than such aggregate amount of Term LoanCommitment.
     (j) Section 3.1 of the Loan Agreement is hereby amended by deleting suchSection and substituting, in lieu thereof, the following:
          3.1 Rate of Interest
          (a) Subject to the provisions of Section 3.3 hereof, the Borroweragrees to pay interest in respect of the unpaid principal amount of theLoans from the date such Loans are made until maturity (whether byacceleration or otherwise) at the following rates of interest: (i)Eurocurrency Loans, at a rate per annum equal to the sum of 3.5% plus theStep-Up Percentage in excess of LIBOR for the Eurocurrency InterestsPeriod then in effect and (ii) Base Rate Loans, at a rate per annum equalto 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 aremade on a date other than a Payment Date shall constitute Base Rate Loansuntil converted in accordance with Section 3.11.
     (k) Section 3.10 of the Loan Agreement is hereby amended by deletingclause (f) thereof and substituting, in lieu thereof, the following:
          (f) The Borrower shall not be permitted to maintain as EurocurrencyLoans any Tranche of Loans or for Revolving Credit Loans if theoutstanding amount of such Tranche or of the Revolving Credit Loans to bemaintained as Eurocurrency Loans is less than 1,000,000 units of therelevant currency equal to or greater than an amount the Dollar Equivalentof which is $100,000 or an integral multiple of 100,000 units of therelevant currency in excess thereof.
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     (l) Section 3.11 of the Loan Agreement is hereby amended by deleting suchSection and substituting, in lieu thereof, the following:
          3.11 Conversions. Borrower shall have the option to convert, on anyPayment Date, all or any portion of a Tranche of Term Loans (provided thatsuch Term Loan was made in Dollars) or Revolving Credit Loans from BaseRate Loans to Eurocurrency Loans or from Eurocurrency Loans to Base RateLoans; provided that (i) after giving effect to any such conversion theamount of such Tranche outstanding as a Eurocurrency Loans shall be anamount equal to $1,000,000 or an integral multiple of $100,000 in excessthereof and the amount thereof outstanding as Base Rate Loans shall be anamount equal to not less than $20,000; and (ii) unless the MajorityLenders specifically agree in writing, no conversion to Eurocurrency Loansshall be permitted at any time that a Default or Event of Default exists.Each such conversion shall be effected by Borrower giving the Agentwritten notice thereof (a “Notice of Conversion”) on or prior to 11:00a.m. (Closing Office time) at least three Business Days prior to a PaymentDate, specifying the amount of Loans to be converted, whether the Loans tobe 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 thefollowing at the end thereof:
          provided that, notwithstanding the foregoing, in the case of aGreenwich Capital PFAL Portfolio Entity, FC Commercial may own 100% of theSubject PFAL Entity’s capital so long as Greenwich Capital FinancialProducts Inc. makes subordinated loans to such entity in an amount equalto the subordinated loans made to such entity by FC Commercial, andprovided further that, notwithstanding the foregoing, in the case of anAsset Pool consisting of assets originated in France, FC Commercial [andany such Third Party Investor] may make contributions to a United Kingdomtrust which will in turn make a contribution to the capital of the SubjectPFAL Entity.
     (o) Section 6B.3 of the Loan Agreement is hereby amended by adding thefollowing at the end thereof:
          provided that, notwithstanding the foregoing, in the case of aGreenwich Capital PFAL Portfolio Entity, FC Commercial may use theproceeds of such loans to make subordinated loans to such entity in anamount equal to the subordinated loans made to such entity by GreenwichCapital Financial Products Inc., and provided further that,notwithstanding the foregoing, in the case of an Asset Pool consisting ofassets originated in France, FC Commercial may use the proceeds of suchloans to make a contribution to a United Kingdom trust which will in turnmake a contribution to the capital of a Subject PFAL Entity in connectionwith such Subject PFAL Entity’s acquisition of such Asset Pool.
     (p) Section 6B.4 of the Loan Agreement is hereby amended by adding thefollowing at the end thereof:
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          (d) A certificate of the type delivered pursuant to Section7.1(e)(ii) showing, on a pro forma basis, the “Total Equities” of all PFALPortfolio Entities after giving effect to the acquisition of the relatedAsset Pool shall have been delivered to the Agent not less than 10Business Days prior to the Borrowing Date of such Term Loans.
     (q) Section 8.3 of the Loan Agreement is hereby amended by deletingparagraph (iv) thereof and substituting, in lieu thereof, the following:
          (iv) (A) subordinated debt of a Greenwich Capital PFAL PortfolioEntity to FC Commercial and Greenwich Capital Financial Products Inc. and(B) Indebtedness of a PFAL Portfolio Entity, incurred under ApprovedPortfolio Leverage Arrangements on the day that such PFAL Portfolio Entityacquires 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 withrespect to a particular Asset Pool) of the lower of (i) the AcquisitionPrice of such Asset Pool and (ii) the Net Present Value of such AssetPool, or (y) such principal amount which, when added to the principalamount of the Tranche of Term Loans made in respect of the acquisition ofsuch Asset Pool (less any Utilization Fee amount included therein) plusthe full amount then or thereafter contributed to the capital of such PFALPortfolio Entity by any holder of Equity Interests therein other than FCCommercial (and other than any such amount thereafter contributed to thecapital of such PFAL Portfolio Entity in respect of the subsequentacquisition of a different Asset Pool and, in the case of a GreenwichCapital PFAL Portfolio Entity, the amount of any subordinated loans madeto such entity by Greenwich Capital Financial Products Inc.), would notresult in the sum of such principal amount of Indebtedness of such PFALPortfolio Entity plus the principal amount of such Tranche of Term Loansand the amount of such contributions to capital (or such subordinatedloans) exceeding the lower of (i) the Acquisition Price of such Asset Pooland (ii) the Net Present Value of such Asset Pool (it being agreed that aPFAL Portfolio Entity shall not contract, create, incur, assume or sufferto exist any Indebtedness other than Indebtedness under Approved PortfolioLeverage Arrangements incurred in respect of the acquisition by it of anyAsset Pool on the AP Funding Date for such Asset Pool in accordance withthe above provisions of this clause (iv) and, in the case of a GreenwichCapital PFAL Portfolio Entity, subordinated debt to Greenwich CapitalFinancial Products Inc. and FC Commercial);
     (r) Section 8.10(a) of the Loan Agreement is hereby amended by adding thefollowing at the end of the first sentence thereof:
          and (iii) in the case of an Asset Pool consisting of assetsoriginated in France, investments in a United Kingdom trust which in turnmakes a contribution to the capital of a PFAL Portfolio Entity inconnection with such PFAL Portfolio Entity’s acquisition of such AssetPool
     (s) Section 8.13 of the Loan Agreement is hereby amended by adding thefollowing after clause (x):
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          and (xi) for subordinated loans to a Greenwich Capital PFALPortfolio Entity in an amount equal to the subordinated loans made to suchentity by Greenwich Capital Financial Products Inc.
     (t) Section 8.17 of the Loan Agreement is hereby amended by adding thefollowing at the end thereof:
          Notwithstanding any of the provisions of this Section 8.17 to thecontrary, (x) in the case of a Greenwich Capital PFAL Portfolio Entity, FCCommercial may use the proceeds of the related Term Loans to makesubordinated loans to such entity in an amount equal to the subordinatedloans made to such entity by Greenwich Capital Financial Products Inc. and(y) in the case of an Asset Pool consisting of assets originated inFrance, FC Commercial may use the proceeds of borrowings to a contributionto a United Kingdom trust which will in turn make a contribution to thecapital of a PFAL Portfolio Entity in connection with such PFAL PortfolioEntity’s acquisition of such Asset Pool.
     (u) Section 8.29 of the Loan Agreement is hereby amended by deletingparagraph (a) thereof and substituting, in lieu thereof, the following:
          Subject to Section 8.21(b) in the case of Extraordinary TransactionProceeds, the Borrower shall each calendar month (i) cause each PFALPortfolio Entity and each REO-PFAL Affiliate to distribute to FCCommercial (as a Dividend in accordance with Section 8.11(a)) on or priorto the 25th day of such calendar month (or, if earlier, on the fourth tolast CFCCA-P Business Day of such month, each such 25th day or earlierday, a Calculation Date”) an amount equal to (I) the sum of (x) the AssetPool Prepayment Amount in respect of the Payment Date occurring on thelast Business Day of the preceding month plus (y) interest on all TermLoans 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 Entityof all Collections of each Asset Pool owned by such PFAL Portfolio Entityand of all amounts received by such REO PFAL Affiliate during the periodfrom the second preceding Calculation Date to the preceding CalculationDate and (y) the amount calculated pursuant to clause (II) of thedefinition of “Asset Pool Prepayment Amount” and (ii) cause FC Commercialto pay to Borrower, upon receipt, each such Dividend received by FCCommercial under clause (i) above by prepaying the FC Commercial (PFAL)Pledged Note and, if no amount then remains outstanding thereunder, byprepaying any other outstanding Pledged Note from FC Commercial toBorrower and distributing any remaining portion of such Dividend as aDividend (in accordance with Section 8.11(a)) to the Borrower.
     (v) Section 8.34 of the Loan Agreement is hereby amended by (x) addingthe following at the end of clause (i) of paragraph (a) thereof:
          provided, that a PFAL Portfolio Entity doing business outside theUnited States may own the type of assets an REO Affiliate would own (if ithad an REO Affiliate of which it were the REO Owner ).
and (y) deleting clause (ii) of paragraph (a) thereof and substituting, inlieu thereof, the following:
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          (ii) each REO-PFAL Affiliate shall be formed in respect of a specificREO 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 newclause (c) thereof as follows:
          (c) If for the purpose of obtaining judgment in any court it isnecessary to convert a sum due from the Borrower in the currency expressedto be payable herein (the “specified currency”) into another currency, theparties hereto agree, to the fullest extent that they may effectively doso, that the rate of exchange used shall be that at which in accordancewith normal banking procedures the Agent could purchase the specifiedcurrency with other such currency at the Agent’s New York branch on theBusiness Day that is on or immediately following the day on which finaljudgment is given. The obligations of the Borrower in respect of any sumdue to any Lender or the Agent hereunder shall, notwithstanding anyjudgment in a currency other than the specified currency, be dischargedonly to the extent that on the Business Day following receipt by suchLender or the Agent, as the case may be, of any sum adjudged to be so duein such other currency such Lender or the Agent as the case may be, may inaccordance with normal banking procedures purchase the specified currencywith such other currency. If the amount of the specified currency sopurchased 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 thefullest extent it may effectively do so, as a separate obligation andnotwithstanding any such judgment, to indemnify such Lender or the Agent,as the case may be, against such loss, and if the amount of the specifiedcurrency so purchased exceeds the sum originally due to any Lender or theAgent, as the case may be, in the specified currency, such Lender or theAgent, as the case may be, agrees to remit such excess to the appropriateBorrower.
     (x) All references to “Eurodollar” in the Loan Agreement shall be herebyamended by deleting such word and substituting, in lieu thereof,“Eurocurrency.”
     (y) The provisions of Sections 6(b) and 6(e) of Amendment No. 3 andConsent No. 4 to this Agreement shall no longer be applicable, and the Lendershereby waive any prior failure of the Borrower to comply with the terms andconditions of such Sections 6(b) and 6(e).
     4. Representations, Warranties, Covenants and Agreements. To induce theLenders and the Agent to enter into this Amendment, the Borrower herebyrepresents and warrants to the Agent and the Lenders (which representations andwarranties 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 (whichrepresentations, warranties, covenants and agreements are in furtherance andnot in limitation of the provisions of the Loan Agreement and the other LoanDocuments and shall survive the execution, delivery and effectiveness of thisAmendment), as follows:
               (a) The execution and delivery by the Borrower and each other Loan Partyand other Person (other than the Agent or any Lender) executing and deliveringany agreement, acknowledgement or other instrument pursuant hereto (in eachcase, to the extent such Person is a party thereto) of this Amendment, theConfirming Consent dated as of the date hereof and all other agreements,acknowledgements and instruments being delivered pursuant hereto and each such
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Person’s performance of this Amendment, such Confirming Consent, the LoanAgreement as amended by this Amendment, and the other agreements,acknowledgements and instruments being delivered pursuant hereto and theconsummation of the transactions contemplated under this Amendment and the useof proceeds of all Loans have been duly authorized by all necessary limitedliability company, corporate, partnership, member, stockholder and partneraction and none of such execution, delivery, performance or consummation shall,by lapse of time, the giving of notice or otherwise, constitute a violation ofany Legal Requirement or a breach of any provision contained in the CharterDocuments of Borrower or any other Loan Party or other such Person or containedin any agreement, instrument or document to which Borrower, any such other LoanParty or other Person is now or hereafter a party or by which Borrower, anysuch other Loan Party or other Person or any of the assets of Borrower, anysuch other Loan Party or other Person is or may become bound.
               (b) This Amendment, the Loan Agreement as amended by this Amendment, theConfirming Consents delivered in connection herewith and all other instruments,acknowledgements and agreements delivered or required to be delivered pursuanthereto are and when delivered will be the legal, valid and binding obligationsof the Loan Parties and other Persons party thereto, enforceable in accordancewith their respective terms subject, as to enforceability, to applicablebankruptcy, insolvency, reorganization and similar laws affecting theenforcement of creditors’ rights generally and to general principles of equity(regardless of whether such enforcement is considered in a proceeding in equityor at law).
               (c) Each of the Security Documents and each Guaranty secures orguarantees, as the case may be, all Loans and other obligations to the Lendersunder the Loan Documents, whether such Loans were or are made or suchobligations incurred before, on or after the Amendment Closing Date. Noamendment needs to be made to any of the Security Documents or Guaranties, nordoes any action need to be taken, to effectuate the provisions of the precedingsentence.
               (d) The priority of all Liens in favor of the Agent and the Lenders underthe Security Documents (whether in respect of Loans made or obligationsincurred before, on or after the Amendment Closing Date) shall be the same asthe priority of all Liens immediately prior to the Amendment Closing Date withrespect to Loans and obligations outstanding immediately prior to the AmendmentClosing Date.
               (e) No Material Adverse Change has occurred since September 30, 2003.
               If any of the foregoing representations or warranties or any otherrepresentation or warranty set forth in this Amendment is breached or proves tobe untrue in any material respect, the same shall constitute an Event ofDefault as fully as if the same were listed as an Event of Default in Section9.2 of the Loan Agreement.
     5. Certain Actions. The Borrower hereby covenants and agrees for thebenefit of the Agent and the Lenders (which covenants and agreements are infurtherance and not in limitation of the provisions of the Loan Agreement andthe other Loan Documents and shall survive the execution, delivery andeffectiveness of this Amendment) that the Borrower shall deliver or caused tobe delivered by no later than fifteen (15) days following the Amendment ClosingDate (such fifteen (15) day period, the “Grace Period”) all security documents,closing documents and other
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open items required to be delivered pursuant to Amendment No. 3 andConsent 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, closingdocuments or other open items are not so delivered within the Grace Period,each Loan outstanding under the Loan Agreement which Loan was made inconnection with Amendment No. 3 (including the PRL Term Loans as such term isdefined in Amendment No. 3) shall accrue interest (beginning from the end of theGrace Period through the date on which all of the missing items are deliveredto the Agent in form and substance satisfactory to the Agent) at a rate perannum equal to the sum of (i) the rate of interest applicable to such Loanunder the terms of the Loan Agreement (including pursuant to Sections 3.1 and3.3 of the Loan Agreement), plus (ii) one percent (1%). Failure of theBorrower to provide all of the missing items by June 30, 2004 shall constitutean immediate Event of Default under Section 9 of the Loan Agreement.
     6. Effectiveness. This Amendment shall become effective as of the datehereof when each of the following conditions has been fulfilled to thesatisfaction of the Agent (or waived by the Agent in its sole discretion). Thefirst date on which all of the following conditions have been so satisfied (orso waived) is herein referred to as the “Amendment Closing Date”. If theAmendment Closing Date shall not have occurred by the close of business (NewYork time) on April 30, 2004 (or such later date as may be specified by theAgent in writing), this Amendment shall be deemed rescinded, null and void:
               (a) The Borrower, the Lenders and the Agent shall have executed a copyhereof, and each Loan Party listed as a signatory thereto shall have executed aconsent in the form of the Confirming Consent attached to this Amendment, anddelivered each of the foregoing to the Agent at 565 Fifth Avenue, New York, NewYork 10017 (Attention: Loans Administration);
               (b) The Borrower shall have paid a fee to the Agent on the AmendmentClosing Date in the amount of twenty-five thousand dollars ($25,000) and shallhave paid a fee to BoS (USA) Inc. on the Amendment Closing Date in the amountof one hundred thousand dollars ($100,000).
               (c) On the Amendment Closing Date, both before and after giving effect tothe transactions contemplated by this Amendment to be effective on theAmendment Closing Date, (i) each representation and warranty made herein istrue and correct in all material respects with the same effect as though suchrepresentations 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 otheragreements, 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 formand substance satisfactory to the Agent.
     7. Release. The Borrower does hereby remise, release and foreverdischarge the Agent, Collateral Agent and the Lenders and each of theirrespective affiliates, successors, officers, directors, employees, counsel andagents, past and present, and each of them, of and from any and all manner ofactions, and causes of action, suits, debts, dues, bonds, covenants, judgments,claims
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and demands whatsoever in law or in equity, which against the Agent, theCollateral Agent, the Lenders or any of their respective affiliates,successors, officers, directors, employees, counsel or agents, or any one ormore of them, the Borrower ever had, now has, or hereafter can, shall or mayhave for or by reason of any cause, matter or thing that occurred or did notoccur on or prior to the Effective Date or the Amendment Closing Date withrespect to or in any way relating to the Loan Agreement, this Amendment or anySecurity Document or other Loan Document or any proposed amendment or waiverof the Loan Agreement, the Amendment or any Security Document or other LoanDocument except, in the case of the Agent, the Collateral Agent, any Lender orother 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 thecase may be). By execution of a Confirming Consent relating to this Amendmentattached hereto, each Loan Party signatory thereto acknowledges and consents tothe 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 andpresent, and each of them, from any and all such actions and all manner ofactions, causes of action, suits, debts, dues, bonds, covenants, judgments,claims and demands whatsoever in law or equity ,which against the Agent, theCollateral Agent, the Lenders or any of their respective affiliates,successors, officers, directors, employees, counsel or agents, or any one ormore of them such Loan Party ever had, now has, or hereafter can, shall or mayhave for or by reason of any cause, matter or thing that occurred or did notoccur on or prior to the Effective Date or the Amendment Closing Date withrespect to or in any way relating to the Loan Agreement, this Amendment or anySecurity Document or other Loan Document or any proposed amendment or waiver ofthe Loan Agreement, the Amendment or any Security Document or other LoanDocument except, in the case of the Agent, the Collateral Agent, any Lender orother 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 thecase may be).
     8. Limited Nature of Amendments. The amendments, consents and waivers (ifany) set forth herein are limited precisely as written and shall not be deemedto (a) be a consent to any waiver of, or modification of, any other term orcondition 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 theLenders may now have or may have in the future under or in connection with theLoan Agreement or any of the other Loan Documents. Except as expressly amendedhereby or consented to herein, the terms and provisions of the Loan Agreementand 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 DOCTRINETHAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
     10. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINALAGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBYAND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUSOR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
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         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
     11. Counterparts. This Amendment may be executed in any number ofcounterparts by the different parties hereto on separate counterparts, each ofwhich when so executed and delivered shall be an original, but all thecounterparts shall together constitute one and the same instrument. Telecopiedsignatures hereto shall be of the same force and effect as an original of amanually signed copy.
     12. Headings. The descriptive headings of the various provisions of thisAmendment are for convenience of reference only and shall not be deemed toaffect 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 beduly executed and delivered by their respective duly authorized officers as ofthe 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:
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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 asamended to date and as amended from time to time hereafter, the “Amended LoanAgreement”).
     Each of the undersigned, for itself, hereby consents to the terms andprovisions of the Amendment Agreement and to the transactions contemplatedthereby and confirms and acknowledges that:
          (a) each pledge agreement, guarantee, security agreement,subordination agreement, collateral assignment agreement or otherLoan Document entered into by it in connection with the LoanAgreement remains in full force and effect with respect to theAmended Loan Agreement and the obligations of the Borrowerthereunder and under the other Loan Documents after giving effect tothe Amendment Agreement and any transaction contemplated thereby asfully as it applied to the Loan Agreement (as amended up to the timeimmediately date prior to the Amendment Closing Date) and theobligations of the Borrower thereunder and under the other LoanDocuments immediately prior to the Amendment Closing Date or theoccurrence of any transaction contemplated by the AmendmentAgreement; and
          (b) its consent and acknowledgement hereunder is not requiredunder the terms of any such pledge agreement, guarantee, securityagreement, subordination agreement, collateral assignment agreementor other Loan Document previously entered into by it and that anyfailure to obtain its consent or acknowledgment to any subsequentamendment to the Loan Agreement or Amended Loan Agreement or any ofthe other Loan Documents will not affect the validity of itsobligations under such pledge agreement, guarantee, securityagreement, subordination agreement, collateral assignment agreementor other Loan Document, and that this consent and acknowledgement isbeing delivered for purposes of form only.
     This consent may be executed in any number of counterparts by the partieshereto on separate counterparts.
     THIS CONSENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTAMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY ANDTHEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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     Terms used herein and not otherwise defined have the same meanings as inthe Amendment Agreement. This Consent is dated as of March 31, 2004.           FC CAPITAL CORP. FIRSTCITY COMMERCIAL CORPORATION           By     By            Name:     Name:   Title:     Title:           FIRSTCITY CONSUMERLENDING 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 HOLDINGSCORPORATION OF MINNESOTA FIRSTCITY EUROPE CORPORATION           By     By            Name:     Name:   Title:     Title:
Signature Page to Confirming Consent
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EXHIBIT A
Schedule 2.1               **Term Loan**        **Revolving Credit****Lender** **Commitment*** **Eurosublimit*** **Commitments****Bank of Scotlandacting throughits 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 DollarEquivalent is $22.5 million.
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SCHEDULE I
Additional PFAL Portfolio Entities