Exhibit 10.1
AMENDMENT NO. 33
Amendment No. 33 to Revolving Credit Agreement (this "Amendment"), dated as of
March 26, 2010, among FirstCity Financial Corporation (the "Borrower") and the
financial institutions (each a "Lender" and collectively, the "Lenders") party
to that certain Revolving Credit Agreement, dated as of November 12, 2004 (as
heretofore amended or otherwise modified, the "Loan Agreement"), among the
Borrower, the Lenders and Bank of Scotland PLC acting through its New York
branch, as Agent for the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower and the Lenders have agreed to extend the maturity date of
the Loan Agreement; and
WHEREAS, the Lenders and the Borrower desire to confirm the foregoing on and
subject to the terms hereof;
NOW THEREFORE, it is agreed:
1.
DEFINITIONS. ALL THE CAPITALIZED TERMS
USED HEREIN WHICH ARE DEFINED IN THE LOAN AGREEMENT SHALL HAVE THE SAME MEANINGS
WHEN USED HEREIN UNLESS OTHERWISE DEFINED IN THE RECITALS TO THIS AMENDMENT.
2.
EFFECT OF AMENDMENT.
AS USED IN THE
LOAN 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, ANY
REFERENCE TO THE LOAN AGREEMENT SHALL MEAN THE LOAN AGREEMENT AS AMENDED HEREBY.
3.
AMENDMENT.
ANNEX 1 TO THE LOAN
AGREEMENT IS HEREBY AMENDED BY RESTATING IN ITS ENTIRETY THE DEFINITION OF
"MATURITY DATE" THEREIN TO READ AS FOLLOWS:
"Maturity Date" shall mean April 1, 2011.
4.
REPRESENTATIONS AND AGREEMENTS. TO
INDUCE THE LENDERS TO ENTER INTO THIS AMENDMENT, THE BORROWER HEREBY REPRESENTS
AND WARRANTS TO THE LENDERS (WHICH REPRESENTATIONS AND WARRANTIES ARE MADE AS OF
THE DATE HEREOF AND AS OF THE AMENDMENT CLOSING DATE) AND AGREES FOR THE BENEFIT
OF THE LENDERS (WHICH REPRESENTATIONS, WARRANTIES AND AGREEMENTS SHALL SURVIVE
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT), AS FOLLOWS:
(A)
NO DEFAULT OR EVENT OF DEFAULT EXISTS.
(B)
EACH REPRESENTATION AND WARRANTY MADE BY THE
BORROWER IN THE LOAN DOCUMENTS IS TRUE AND CORRECT.
(C)
THE EXECUTION AND DELIVERY OF THIS
AMENDMENT BY THE BORROWER AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREIN HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION.
(D)
THIS AMENDMENT IS THE LEGAL, VALID AND
BINDING OBLIGATION OF THE BORROWER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS
SUBJECT, AS TO ENFORCEABILITY, TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION AND SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH
ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
(E)
NO MATERIAL ADVERSE CHANGE HAS OCCURRED
SINCE NOVEMBER 12, 2004.
5.
EFFECTIVENESS. THIS AMENDMENT SHALL
BECOME EFFECTIVE AS OF THE DATE HEREOF WHEN EACH OF THE FOLLOWING CONDITIONS
(THE FIRST DATE ON WHICH ALL SUCH CONDITIONS HAVE BEEN SO SATISFIED (OR SO
WAIVED) IS HEREIN REFERRED TO AS THE " AMENDMENT CLOSING DATE") HAS BEEN
FULFILLED TO THE SATISFACTION OF THE AGENT (OR WAIVED BY