as of September 5, 2007, among
FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation ("Borrower"), the
financial institutions from time to time party hereto (each a "Lender" and
collectively, the "Lenders") and BoS (USA) Inc., as agent for Lenders (in such
capacity, "Agent").
W I T N E S S E T H :
WHEREAS, Borrower has requested Lenders to make loans from time to time to
Borrower, and Lenders are willing to make loans from time to time to Borrower,
on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, it is agreed:
SECTION 1.
DEFINITIONS.
(A)
TERMS USED IN THIS AGREEMENT WHICH ARE
DEFINED IN ANNEX I HERETO SHALL HAVE THE MEANINGS SPECIFIED IN SUCH ANNEX I
HERETO (UNLESS OTHERWISE DEFINED HEREIN) AND SHALL INCLUDE IN THE SINGULAR
NUMBER THE PLURAL AND IN THE PLURAL NUMBER THE SINGULAR.
(B)
UNLESS OTHERWISE SPECIFIED, EACH REFERENCE
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT TO A LOAN DOCUMENT SHALL MEAN
SUCH LOAN DOCUMENT AS THE SAME MAY FROM TIME TO TIME BE AMENDED, EXTENDED,
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.
(C)
ALL REFERENCES TO SECTIONS IN THIS
AGREEMENT OR IN ANNEX I HERETO SHALL BE DEEMED REFERENCES TO SECTIONS IN THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
AS USED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, THE TERMS "INCLUDING" AND "SUCH AS" ARE ILLUSTRATIVE AND NOT
LIMITATIVE.
SECTION 2.
THE LOANS.
2.1
THE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH LENDER SEVERALLY AGREES, AT ANY TIME AND FROM TIME TO TIME
DURING THE COMMITMENT PERIOD TO MAKE ONE OR MORE LOANS IN DOLLARS TO BORROWER
(EACH A "LOAN", AND COLLECTIVELY THE "LOANS") IN AN AGGREGATE OUTSTANDING
PRINCIPAL AMOUNT NOT IN EXCESS OF ITS LOAN COMMITMENT; PROVIDED THAT, AFTER
GIVING EFFECT TO ALL PENDING REQUESTS FOR LOANS, TOTAL OUTSTANDINGS SHALL NOT
EXCEED THE LESSER OF (X) THE TOTAL LOAN COMMITMENT THEN IN EFFECT AND (Y)
BORROWING BASE AVAILABILITY; AND PROVIDED, FURTHER, THAT, THE AGGREGATE AMOUNT
OF ACQUISITION LOANS (AS DEFINED BELOW) FINANCING THE ACQUISITION OF ANY
ELIGIBLE ASSET POOL SHALL NOT EXCEED (I) THE APPLICABLE PORTFOLIO PERCENTAGE,
TIMES THE ACQUISITION PRICE OF THE RELATED ASSET POOL, IN THE EVENT PROCEEDS OF
SUCH LOANS SHALL BE
CONTRIBUTED TO THE CAPITAL OF THE ACQUIRING PORTFOLIO ENTITY, OR (II) THE
ACQUISITION PRICE OF THE RELATED ASSET POOL, IN THE EVENT PROCEEDS OF SUCH LOANS
SHALL BE LOANED TO THE ACQUIRING PORTFOLIO ENTITY.
(B)
THE LOANS SHALL BE USED BY BORROWER SOLELY
(I) (A) TO MAKE ADVANCES TO A PRIMARY OBLIGOR, THE FULL AMOUNT OF WHICH ADVANCES
ARE USED BY SUCH PRIMARY OBLIGOR (AS MORE FULLY SET FORTH IN OTHER PORTIONS OF
THIS SECTION 2, IN SECTION 6B AND IN OTHER SECTIONS OF THIS AGREEMENT) TO MAKE,
DIRECTLY OR INDIRECTLY, A LOAN OR CONTRIBUTION TO THE CAPITAL OF AN ELIGIBLE
PORTFOLIO ENTITY TO BE USED BY SUCH ENTITY FOR THE ACQUISITION OF ONE OR MORE
ELIGIBLE ASSET POOLS, (B) TO MAKE ADVANCES TO AN ELIGIBLE PORTFOLIO ENTITY, THE