Exhibit 10.1
AMENDMENT NO. 27 TO REVOLVING CREDIT AGREEMENT
AMENDMENT (this "Amendment"), dated as of December 12, 2008, among FIRSTCITY
FINANCIAL CORPORATION, a Delaware corporation (the "Borrower"), the financial
institutions which are parties to the Agreement hereinafter referred to (each a
"Lender" and collectively, the "Lenders"), and BANK OF SCOTLAND PLC, acting
through its New York branch, 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 the Borrower, the Lenders and the Agent, as such
agreement has been amended in writing from time to time prior to this Amendment
(the "Agreement").
W I T N E S S E T H:
WHEREAS, the Borrower anticipates receiving cash proceeds from a judgment in
certain litigation in which the Borrower has been engaged; and
WHEREAS, the Borrower has requested that certain amendments set forth herein be
made to the Agreement to reflect certain agreements the Lenders and the Borrower
have reached, including with respect to the treatment of the proceeds from such
litigation; and
WHEREAS, subject to the terms and conditions contained below, the Agent and the
Lenders are willing so to amend the Agreement;
NOW, THEREFORE, it is agreed:
1.
DEFINITIONS.
ALL TERMS USED HEREIN WHICH ARE DEFINED IN THE AGREEMENT
(INCLUDING, TO THE EXTENT ANY SUCH TERMS ARE TO BE ADDED OR AMENDED BY THIS
AMENDMENT, AS IF SUCH TERMS WERE ALREADY ADDED OR AMENDED BY THIS AMENDMENT,
UNLESS THE CONTEXT SHALL OTHERWISE INDICATE) SHALL HAVE THE SAME MEANINGS WHEN
USED HEREIN UNLESS OTHERWISE DEFINED HEREIN.
ALL REFERENCES TO SECTIONS IN THIS
AMENDMENT SHALL BE DEEMED REFERENCES TO SECTIONS IN THE AGREEMENT UNLESS
OTHERWISE SPECIFIED.
2.
EFFECT OF AMENDMENT.
AS USED IN THE AGREEMENT (INCLUDING ALL EXHIBITS
THERETO), THE NOTES AND THE OTHER LOAN DOCUMENTS AND ALL OTHER INSTRUMENTS AND
DOCUMENTS EXECUTED IN CONNECTION WITH ANY OF THE FOREGOING, ON AND SUBSEQUENT TO
THE AMENDMENT CLOSING DATE (AS HEREINAFTER DEFINED), ANY REFERENCE TO THE
AGREEMENT SHALL MEAN 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 FOLLOWS:
(I)
BY RESTATING IN ITS ENTIRETY THE DEFINITION OF "BASE RATE"
THEREIN TO READ AS FOLLOWS:
"BASE RATE" SHALL MEAN, FOR ANY DAY, A FLUCTUATING RATE PER ANNUM EQUAL TO THE
HIGHEST OF (A) THE FEDERAL FUNDS RATE IN EFFECT FOR SUCH DAY PLUS
1
1/2 OF 1%; (B) THE RATE OF INTEREST IN EFFECT FOR SUCH DAY AS PUBLICLY ANNOUNCED
BY THE AGENT FROM TIME TO TIME AS ITS "PRIME RATE"; AND (C) THE ADJUSTED ONE
MONTH LIBOR RATE IN EFFECT FOR SUCH DAY PLUS 1%.
ANY CHANGE IN THE FEDERAL
FUNDS RATE, THE AGENT'S "PRIME RATE", OR THE ADJUSTED ONE MONTH LIBOR RATE SHALL
BE REFLECTED IN THE BASE RATE ON THE FIRST BUSINESS DAY SUCH CHANGE IN THE
FEDERAL FUNDS RATE, THE AGENT'S "PRIME RATE" OR THE ADJUSTED ONE MONTH LIBOR
RATE, AS THE CASE MAY BE,