EXHIBIT 10.1
AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT
AMENDMENT (this "Amendment"), dated as December 14, 2006, among FIRST CITY
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, 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 (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that certain amendments set forth herein be
made to the Agreement;
WHEREAS, subject to the terms and conditions contained below, the Agent and the
Lenders are willing to so 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.
AS OF THE AMENDMENT EFFECTIVE DATE, 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 "APPLICABLE
MARGIN" THEREIN TO READ AS FOLLOWS:
"Applicable Margin" shall mean, for each period from and including each Payment
Date to but excluding the following Payment Date, the applicable percentages set
forth below opposite the applicable LTV Ratio; provided, if any change to Total
Outstandings occurring during such period would otherwise result in a higher
Applicable Margin, such higher Applicable Margin shall be in effect from the
date of such change to but excluding the following Payment Date:
1
LTV Ratio
Applicable
Margin for
Alternate Base
Rate Loans
Applicable
Margin for
Eurocurrency
Loans
Greater than 1.20 to 2.00
0.50%
2.50%
Greater than 1.00 to 2.00 but less than or equal to 1.20 to 2.00
0.25%
2.25%
Less than or equal to 1.00 to 2.00
0.00%
2.00%
(II)
BY RESTATING IN ITS ENTIRETY THE DEFINITION OF "BORROWING BASE
AVAILABILITY" THEREIN TO READ AS FOLLOWS:
"Borrowing Base Availability" shall mean, as of any computation date, an amount
equal to 70% of the Borrowing Base in effect on such date."
4.
REPRESENTATIONS.
IN ORDER TO INDUCE THE AGENT AND THE LENDERS TO EXECUTE
THIS AMENDMENT, THE BORROWER HEREBY REPRESENTS, WARRANTS AND COVENANTS TO THE
AGENT AND