Exhibit 10.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement"), dated as of June [
], 2006
(the "Effective Date"), is executed by and among NCS I, LLC, a Delaware limited
liability company ("NCS"), and AMRESCO SBA Holdings, Inc., a Delaware
corporation ("ASBA"), (NCS and ASBA are referred to herein collectively as
"Sellers"), American Business Lending, Inc., a Texas corporation (the
"Purchaser"), FirstCity Business Lending Corporation, a Texas corporation
("FirstCity BLC"), and FirstCity Financial Corporation, a Delaware corporation
("FirstCity").
RECITALS
A.
Sellers desire to sell the unguaranteed portion of certain
business loans, portions of which are guaranteed by the U.S. Small Business
Administration (the "SBA"), certain loan servicing rights and obligations
including certain fees to be earned on the portion of such loans that are
guaranteed by the SBA and a franchise ("SBLC License") granted by the SBA to
originate and service loans as a small business lending company ("SBLC"); and
B.
Purchaser desires to acquire from Sellers the unguaranteed
portions of such loans, such loan servicing rights and fees, and to acquire from
Sellers the SBLC License.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements and covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
ARTICLE 1
ASSIGNMENTS AND TRANSFERS OF ASSETS
SECTION 1.1
LOAN ASSETS. SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, ON THE CLOSING DATE, SELLERS SHALL SELL, ASSIGN AND TRANSFER TO
PURCHASER, AND PURCHASER SHALL PURCHASE FROM SELLERS, A PORTFOLIO OF THE
UNGUARANTEED PORTIONS OF THE EXISTING 7(A) SBA LOANS IDENTIFIED ON SCHEDULE
1.1(A) (THE "TRANSFERRED LOANS") AND CERTAIN CERTIFICATES OF INTEREST WITH
RESPECT TO THE UNGUARANTEED PORTION OF CERTAIN LOANS GUARANTEED AND SERVICED BY
THE SBA AND IDENTIFIED ON SCHEDULE 1.1(B) (THE "LOAN CERTIFICATES"), IN EACH
CASE, TO THE EXTENT OUTSTANDING ON THE CLOSING DATE. THE TRANSFERRED LOANS, THE
LOAN DOCUMENTS PERTAINING THERETO AS IDENTIFIED ON SCHEDULE 2.8 AND THE LOAN
CERTIFICATES ARE COLLECTIVELY REFERRED TO HEREIN AS THE "LOAN ASSETS."
SECTION 1.2
SBLC LICENSE AND LOAN SERVICING RIGHTS. SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH HEREIN, SELLERS SHALL SELL, ASSIGN AND TRANSFER
TO PURCHASER, AND PURCHASER SHALL PURCHASE FROM SELLERS, (A) THE SBLC LICENSE,
AND (B) THE CONTRACT RIGHTS, DUTIES AND OBLIGATIONS (THE "LOAN SERVICING
RIGHTS") OF ASBA AS SERVICER (AND ONLY ASBA'S RIGHTS AS SERVICER AND NOT ASBA'S
RIGHTS AS "SELLER", A "CERTIFICATE HOLDER" OR "SPREAD ACCOUNT DEPOSITER") UNDER
THE POOLING AND SERVICING AGREEMENTS IDENTIFIED ON SCHEDULE 1.2(B) (THE "POOLING
AND SERVICING AGREEMENTS"), INCLUDING, SUBJECT TO THE SUBSERVICER AGREEMENT (AS
HEREINAFTER DEFINED), THE RIGHT
ASSET PURCHASE AGREEMENT - PAGE 1
TO RECEIVE ALL SERVICING FEES WITH RESPECT TO THE LOANS SERVICED UNDER THE
POOLING AND SERVICING AGREEMENTS AFTER THE CLOSING DATE (THE "SECURITIZED
LOANS"). NOTWITHSTANDING THE FOREGOING, SELLERS HEREBY RETAIN AND RESERVE FROM
SUCH ASSIGNMENT ALL RIGHTS OF SERVICER UNDER SECTION 11.01 OF THE POOLING AND
SERVICING AGREEMENTS, INCLUDING THE RIGHT TO TERMINATE EACH POOLING AND
SERVICING AGREEMENT AND TO PURCHASE