**Exhibit10.23**

**AMENDMENT NO. 9 AND CONSENT TO REVOLVINGCREDIT AGREEMENT**

AMENDMENT AND CONSENT(this “Amendment”), dated as of June 29, 2007, among FIRSTCITY FINANCIALCORPORATION, a Delaware corporation (the “Borrower”), the financialinstitutions which are parties to the Agreement hereinafter referred to (each a“Lender” and collectively, the “Lenders”), and BANK OF SCOTLAND,as agent for the Lenders under such Agreement (in such capacity, the “Agent”),to the Revolving Credit Agreement, dated as of November 12, 2004, among theBorrower, the Lenders and the Agent (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)           Annex I. Annex I to the Agreement is amended as followsby inserting the following new definitions therein in appropriate alphabeticalorder therein:

 “Fixed Rate” shall mean,for any Loan which the Agent has consented in writing to being a Fixed RateLoan for a period of time, the rate of interest agreed to in writing by theAgent and Borrower.

“Fixed Rate Loan” shall mean any Loan during any period that,with the prior written consent of the Agent, it bears interest determined byreference to a Fixed Rate.

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“Fixed Rate Loan Period” shall mean, for any Loan which theAgent has consented in writing to being a Fixed Rate Loan, the period of timeagreed to in writing by the Agent and Borrower that such Loan will bearinterest at a Fixed Rate.

## (b)           Section 2.2(a).  Clause (iv) of Section 2.2(a) of theAgreement is amended and restated to read in its entirety as follows:

“(iv) if such Borrowing Date is a Payment Date,whether such Loans shall constitute Base Rate Loans or Eurocurrency Loans or,if the Agent in its sole discretion consents thereto, Fixed Rate Loans (if notspecified or if such date is not a Payment Date, Base Rate Loans shall bedeemed to have been requested),”

## (c)           Section 2.2(b).  Clause (ii) of Section 2.2(b) of theAgreement is amended and restated to read in its entirety as follows:

“ (ii) if such Borrowing Date is a Payment Date,whether such Loans shall constitute Base Rate Loans or Eurocurrency Loans or,if the Agent in its sole discretion consents thereto, Fixed Rate Loans (if notspecified or if such date is not a Payment Date, Base Rate Loans shall bedeemed to have been requested),”

## (d)           Section 2.2(c).  The first sentence of Section 2.2(c) of theAgreement is amended and restated to read in its entirety as follows:

“Agent shall promptly notify (in writing or bytelephone, confirmed as soon as possible thereafter in writing) each of Lendersof the date and type (i.e., Acquisition Loan or Working Capital Loan) of anyproposed Loans, the amount of the Loan or Loans such Lender is being requestedto make and whether such Loans shall constitute Base Rate Loans or EurodollarLoans or, if the Agent in its sole discretion consents thereto, Fixed RateLoans.”

## (e)           Section 3.1.  Subsection (a) of Section 3.1 of theAgreement is amended and restated to read in its entirety as follows:

“(a)  Subjectto the provisions of Section 3.3, Borrower agrees to pay interest in respect ofthe unpaid principal amount of the Loans from the date such Loans are madeuntil maturity (whether by acceleration or otherwise) for each period from andincluding each Payment Date to but excluding the immediately following PaymentDate at the following rates:  (i)Eurocurrency Loans, at a rate per annum equal LIBOR for the EurocurrencyInterest Period then in effect, plus the Applicable Margin in effect forsuch period, and (ii) Base Rate Loans, at a rate per annum equal to the sum ofthe Base Rate, plus the Applicable Margin in effect for such period,such rate to 

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change as and when the Base Rate shall change and (iii) Fixed RateLoans, at the Fixed Rate applicable thereto.*”*

## (f)            Section 3.8.  Section 3.8 of the Agreement is amended byadding the following at the end thereof:

“or (vii) if for any reason any prepayment orrepayment or conversion of any of its Fixed Rate Loans occurs on a date whichis not the last day of the Fixed Rate Loan Period applicable thereto”

## (g)           Section 3.9.  Subsection (c) of Section 3.9 of theAgreement is amended and restated to read in its entirety as follows:

“(c)         Subjectto Section 3.9(e), if Agent shall not have received written notice fromBorrower on or prior to 11:00 a.m. (Closing Office time) at least threeBusiness Days prior to a Payment Date that Borrower has elected to convert allor a portion of Loans outstanding as Eurocurrency Loans to Base Rate Loans orFixed Rate Loans in accordance with the other provisions of this Agreement,Borrower shall be deemed to have elected to have such Loans (or portionthereof, as the case may be) continued as Eurocurrency Loans for a newEurocurrency Interest Period.”

## (h)           Section 3.10.  Section 3.10 of the Agreement is amended andrestated to read in its entirety as follows:

“Section 3.10.        Conversions.  Borrower shall have the optionto convert, on any Payment Date, all or any portion of Loans from Base RateLoans to Eurocurrency Loans or, with the written consent of the Agent, FixedRate Loans or (provided that such Loan was made in Dollars) from EurocurrencyLoans to Base Rate Loans or, with the written consent of the Agent, Fixed RateLoans or Fixed Rate Loans to Base Rate Loans or Eurocurrency Loans; providedthat (i) after giving effect to any such conversion the amount outstanding as aEurocurrency Loans, if any, shall be equal to $1,000,000 or an integralmultiple of $100,000 in excess thereof, and the amount outstanding as Base RateLoans, if any, shall not be 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 byBorrower giving Agent written notice thereof (a “Notice of Conversion”)on or prior to 11:00 a.m. (Closing Office time) at least three Business Daysprior to a Payment Date, specifying the amount of Loans to be converted and whethersuch Loans are Acquisition Loans or Working Capital Loans.

## (i)            Section 5.2.  The second sentence of Section 5.2 of theAgreement is amended and restated to read in its entirety as follows:

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## “Interest on Base Rate Loans hereunder andunder the Notes shall be calculated on the basis of a 365-day year and theactual number of days elapsed and interest on Eurocurrency Loans and Fixed RateLoans hereunder and under the Notes shall be calculated on the basis of a360-day year and the actual number of days elapsed. “

## (j)            Section 8.18(a).  Clause (i) of Section 8.18(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;”

# 4.  Consents.  The Borrower has advised the Agent thatMPortfolio Corporation, a 100% owned direct subsidiary of FC Commercial (“MPortfolio”),desires to incur up to $4,500,000 of indebtedness (the “FNBCT Indebtedness”)from First National Bank of Central Texas (“FNBCT”), all of which willbe used to purchase eight (8) loans previously identified to the Agent from FHPartners, L.P.  The incurrence of suchindebtedness is prohibited by the Agreement unless it is an Approved PortfolioLeverage Arrangement.

# Inaddition, Section 8.4 of the Agreement prohibits the Borrower or itsSubsidiaries from assigning, selling or transferring any of its Assets to anyPerson, other than in the ordinary course of business and for fair and adequateconsideration, and Section 8.20 of the Agreement prohibits the Borrower or itsSubsidiaries from engaging in transactions with Affiliates unless thetransaction is no less favorable to the Borrower or such Subsidiary than wouldbe obtained in a comparable arm’s length transaction.

# Inreliance upon the representations, warranties and agreements set forth herein,the Agent hereby consents to (a) to the sale of such eight (8) loans by FHPartners, L.P. to MPortfolio Corporation and (b) the FNBCT Indebtednessconstituting an Approved Portfolio Leverage Ratio.

# 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, eachPrimary Obligor, each Portfolio Entity, each Related Entity and each other LoanParty 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.

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## (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 proceeds of the FNBCT Indebtedness will be used topurchase eight loans from FH Partners, L.P.

## (g)           No Person other than MPortfolio has granted or will grantany Lien to secure the repayment of the FNBTC Indebtedness.

## (h)           No Person has issued or will issue any Guaranty Equivalentor any other indemnity in respect of the FNBCT Indebtedness or otherwise hasbecome or will become liable in any way in respect thereof..

## (i)            Promptly following the Amendment Closing Date, theBorrower shall deliver to the Agent a copy of the loan agreement betweenMPortfolio and FNBCT and all other agreements entered into and instrumentsdelivered in connection therewith, certified by an Executive Officer asconstituting true and complete copies of all such agreements and instruments.

# 5.  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 Avenue, New York, New York 10017(Attention:  Joseph Fratus) or such otherplace 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, each Primary Obligor, each Portfolio Entity, each Related Entity andeach other Loan Party in the Agreement and the other Loan Documents shall betrue and correct in all material respects as of the Amendment Closing Date withthe same effect as though made at and as of such date (except for those thatspecifically speak as of a prior date).

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# The amendment to clause(i) of Section 8.18 of the Agreement set forth in Section 3(j) hereof shall beeffective as of March 31, 2007; and the consents set forth in Section 4 hereofand the other amendments set forth in Section 3 hereof shall be effective as ofJune 29, 2007.

# 6.  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 orcondition of the Agreement, or any of the documents referred to in any of theforegoing or (b) prejudice any right or rights which any of the Lenders or theAgent may now have or may have in the future under or in connection with theAgreement, 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.

# 7.  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.

# 8.  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.

# 9.  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.

# 10.  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.

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# 11.  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, theparties hereto have caused this Amendment to be duly executed and delivered bytheir respective duly authorized officers.
|        | BANK OF SCOTLAND,               |
|--------|---------------------------------|
|   | Individually and as Agent       |
|   |                            |   |
|   |                            |   |
|   | By                              |   |
|   |                            | Name: |
|   |                            | Title: |
|   |                            |   |
|   |                            |   |
|   | FIRSTCITY FINANCIAL CORPORATION |
|   |                            |   |
|   |                            |   |
|   | By                              |   |
|   |                            | Name: |
|   |                            | Title: |

* *

* *

[Signature Page to Amendment No. 9 to Revolving Credit Agreement]

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*Annex A*

CONFIRMING CONSENT

Referenceis hereby made to the foregoing Amendment (the “Amendment”) to theRevolving Credit Agreement dated as of June 20, 2007 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 COMMERCIAL CORPORATION       |
|----------------------------------------|
|                                   |
| By:                                    |   |   |
|                                   | Name: James C. Holmes |
|                                   | Title: Executive Vice President |
|                                   |
|                                   |
| FC CAPITAL CORP.                       |
|                                   |
| By:                                    |   |   |
|                                   | Name: James C. Holmes |
|                                   | Title: Executive Vice President |
|                                   |
|                                   |
| FIRSTCITY CONSUMER LENDING CORPORATION |
|                                   |
| By:                                    |   |   |
|                                   | Name: James C. Holmes |
|                                   | Title: Executive Vice President |
|                                   |
|                                   |

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| FIRSTCITY EUROPE CORPORATION                |
|---------------------------------------------|
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |
| FIRSTCITY HOLDINGS CORPORATION              |
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |
| FIRSTCITY HOLDINGS CORPORATION OF MINNESOTA |
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |
| FIRSTCITY INTERNATIONAL CORPORATION         |
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |
| FIRSTCITY MEXICO, INC.                      |
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |
| FIRSTCITY SERVICING CORPORATION             |
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |
| BOSQUE ASSET CORP.                          |
|                                        |
| By:                                         |   |   |
|                                        | Name: James C. Holmes |
|                                        | Title: Executive Vice President |
|                                        |
|                                        |

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| BOSQUE LEASING, L.P.    |
|-------------------------|
|                    |
| By:                     |   |   |
|                    | Name: James C. Holmes |
|                    | Title: Executive Vice President |
|                    |
|                    |
| BOSQUE LEASING GP CORP. |
|                    |
| By:                     |   |   |
|                    | Name: James C. Holmes |
|                    | Title: Executive Vice President |
|                    |
|                    |
|                    |

 

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