Exhibit 10.2
AMENDMENT NO. 20
Amendment No. 20 to Subordinated Delayed Draw Credit Agreement (this "Consent"),
dated as of March 26, 2010, among FirstCity Financial Corporation (the
"Borrower"); the financial institutions (each a "Lender" and collectively, the
"Lenders") party to that certain Subordinated Delayed Draw Credit Agreement,
dated as of September 5, 2007 (as heretofore amended or otherwise modified, the
"Loan Agreement"), among the Borrower, the Lenders and BOS(USA) INC., 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 SEPTEMBER 5, 2007.
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 THE AGENT IN ITS SOLE