AMOUNT OF WHICH LOAN OR CONTRIBUTION TO CAPITAL IS USED
BY SUCH PORTFOLIO ENTITY TO PAY ALL OR A PORTION OF THE ACQUISITION PRICE OF THE
ASSET POOL IDENTIFIED IN THE RELATED NOTICE OF BORROWING TO THE SELLER OF SUCH
ASSET POOL PREVIOUSLY IDENTIFIED TO AGENT AND LENDERS PURSUANT TO THE TERMS
HEREOF; PROVIDED THAT ACQUISITION LOANS MADE TO ENABLE FIRSTCITY DENVER
INVESTMENT CORP. TO MAKE LOANS TO A CRESTONE PORTFOLIO ENTITY MAY BE ADVANCED BY
BORROWER TO FC COMMERCIAL TO BE ADVANCED BY FC COMMERCIAL TO FIRSTCITY DENVER
INVESTMENT CORP.
THE PROCEEDS OF WORKING CAPITAL LOANS SHALL BE USED SOLELY FOR
WORKING CAPITAL PURPOSES OF BORROWER.
(K)
SECTION 8.18(A)(III).
SECTION 8.18(A)(III) OF THE AGREEMENT IS
AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
(III)
MAINTAIN A TANGIBLE NET WORTH EQUAL TO OR GREATER THAN $85,000,000 FOR
THE LAST DAY OF THE FISCAL QUARTER THEN ENDED.
11
(L)
SECTION 8.26(A).
SECTION 8.26(A) OF THE AGREEMENT IS AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
(A) BORROWER SHALL ENSURE THAT FC SERVICING OR MINN SERVICING IS THE SERVICER
FOR EACH SUBSIDIARY AND PORTFOLIO ENTITY-50% WHICH IS A US PERSON, EXCEPT AS TO
(A) ABL, WHICH WILL SERVICE ALL LOANS ORIGINATED OR ACQUIRED BY ABL, AND (B)
EACH CRESTONE PORTFOLIO ENTITY, WHOSE ASSETS WILL BE SERVICED BY FIRSTCITY
CRESTONE LLC.
(M)
SECTION 8.28(A).
SECTION 8.28(A) OF THE AGREEMENT IS AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
(A) IN FURTHERANCE AND NOT IN LIMITATION OF THE OTHER RESTRICTIONS SET FORTH IN
THIS AGREEMENT, BORROWER SHALL ENSURE THAT (I) NO SUBSIDIARY WHICH IS A
PORTFOLIO ENTITY AND NO PORTFOLIO ENTITY-50% ENGAGES IN ANY ACTIVITY OTHER THAN
OWNING ASSET POOLS AND SHALL HAVE NO ASSETS OTHER THAN SUCH ASSET POOLS,
COLLECTIONS THEREON AND INTERESTS IN REO AFFILIATES OF WHICH IT IS THE REO
OWNER, OR THE OWNERSHIP OF INCIDENTAL EQUITY INTERESTS, PROVIDED, THAT (I) A
SUBSIDIARY OR A PORTFOLIO ENTITY-50% DOING BUSINESS OUTSIDE THE UNITED STATES
MAY OWN THE TYPE OF ASSETS AN REO AFFILIATE WOULD OWN (IF IT HAD AN REO
AFFILIATE OF WHICH IT WERE THE REO OWNER); (II) EACH REO AFFILIATE SHALL BE
FORMED IN RESPECT OF A SPECIFIC REO OWNER AND SHALL NOT HOLD ASSETS OTHER THAN
FROM SUCH REO OWNER; (III) WAMCO III, LTD. AND WAMCO IX, LTD. MAY CONTINUE TO
OWN EQUITY INTERESTS IN FIRSTSTREET INVESTMENT LLC; (IV) ABL MAY ORIGINATE AND
SERVICE SBA LOANS IN ACCORDANCE WITH THE SBA RULES AND REGULATIONS; AND (IV)
CRESTONE PORTFOLIO ENTITIES MAY ORIGINATE ASSETS AND ENGAGE IN THOSE ACTIVITIES
DESCRIBED IN SECTION 10.33.
(N)
SECTION 9.19.
SECTION 9 OF THE AGREEMENT IS AMENDED BY ADDING
THERETO A NEW SECTION 9.19 TO READ IN ITS ENTIRETY AS FOLLOWS:
9.19.
Closing of Subordinated Debt.
Borrower shall have failed to execute and
deliver by no later than September 5, 2007 documents evidencing and effecting a
closing under the Subordinated Debt.
(O)
SECTION 10.33.
SECTION 10.33 OF THE AGREEMENT IS DELETED AND
REPLACED IN ITS ENTIRETY TO READ