Exhibit 10.1
AMENDMENT NO. 28 TO REVOLVING CREDIT AGREEMENT
AMENDMENT No. 28 (this "Amendment"), dated as of March 30, 2009, 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 has requested that certain amendments set forth herein be
made to the Agreement to reflect certain agreements the Lenders and the Borrower
have reached; 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 AS OF DECEMBER 31, 2008 THE
DEFINITION OF "INDEBTEDNESS" THEREIN TO READ AS FOLLOWS:
"INDEBTEDNESS" SHALL MEAN, WITH RESPECT TO ANY PERSON (WITHOUT DUPLICATION):
(I) ALL OBLIGATIONS ON ACCOUNT OF MONEY BORROWED BY, OR CREDIT EXTENDED TO OR ON
BEHALF OF, OR FOR OR ON ACCOUNT OF DEPOSITS WITH OR ADVANCES TO, SUCH PERSON;
(II) ALL OBLIGATIONS OF SUCH PERSON EVIDENCED BY BONDS,
1
DEBENTURES,
NOTES OR SIMILAR INSTRUMENTS; (III) ALL OBLIGATIONS OF SUCH PERSON
FOR THE DEFERRED PURCHASE PRICE OF PROPERTY OR SERVICES OTHER THAN TRADE
PAYABLES INCURRED IN THE ORDINARY COURSE OF BUSINESS AND ON TERMS CUSTOMARY IN
THE TRADE; (IV) ALL OBLIGATIONS SECURED BY A LIEN ON PROPERTY OWNED BY SUCH
PERSON (WHETHER OR NOT ASSUMED); AND ALL OBLIGATIONS OF SUCH PERSON UNDER
CAPITALIZED LEASES (WITHOUT REGARD TO ANY LIMITATION OF THE RIGHTS AND REMEDIES
OF THE HOLDER OF SUCH LIEN OR THE LESSOR UNDER SUCH CAPITALIZED LEASE TO
REPOSSESSION OR SALE OF SUCH PROPERTY); (V) THE FACE AMOUNT OF ALL LETTERS