OCCUR ON OR PRIOR TO THE AMENDMENT CLOSING DATE WITH RESPECT TO THE LOAN
AGREEMENT, THIS AMENDMENT AND CONSENT OR ANY SECURITY DOCUMENT OR OTHER LOAN
DOCUMENT, ANY PREVIOUS VERSION HEREOF OR THEREOF OR ANY PROPOSED AMENDMENT OR
WAIVER HEREOF OR THEREOF. '
9.
LIMITED NATURE OF AMENDMENTS AND WAIVERS.
THE AMENDMENTS AND
WAIVERS SET FORTH HEREIN ARE LIMITED PRECISELY AS WRITTEN AND SHALL NOT BE
DEEMED TO PREJUDICE ANY RIGHT OR RIGHTS WHICH THE AGENT OR THE LENDERS MAY NOW
HAVE OR MAY HAVE IN THE FUTURE UNDER OR IN CONNECTION WITH THE LOAN AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS. EXCEPT AS EXPRESSLY CONSENTED TO HEREIN, THE
TERMS AND PROVISIONS OF THE LOAN AGREEMENT AND ALL OTHER LOAN DOCUMENTS REMAIN
IN FULL FORCE AND EFFECT.
10.
THIS AMENDMENT AND CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE
OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.
11.
THIS AMENDMENT AND CONSENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED
HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
12.
COUNTERPARTS.
THIS AMENDMENT AND CONSENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS,
EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL THE
COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT. TELECOPIED
SIGNATURES HERETO SHALL BE OF THE SAME FORCE AND EFFECT AS AN ORIGINAL OF A
MANUALLY SIGNED COPY.
13.
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE VARIOUS PROVISIONS OF
THIS AMENDMENT AND CONSENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
BE DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Consent to
be duly executed and delivered by their respective duly authorized officers as
of the date first shown.
BoS(USA) Inc., as Agent and as a Lender
By:
Name:
Title:
FIRSTCITY FINANCIAL CORPORATION
By:
Name:
Jim W. Moore
Title:
Executive Vice President
[Signature Page to Amendment and Consent No. 8]
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Annex A
CONFIRMING CONSENT
Reference is hereby made to the foregoing Amendment and Consent No. 8 (the
"Amendment and Consent") to the Subordinated Delayed Draw Credit Agreement dated
as of May 8, 2008 among the Borrower, the Lenders and the Agent (said agreement,
as from time to time amended or otherwise modified, the "Agreement").
Each Guarantor hereby consents to the terms and provisions of the Amendment and
Consent and confirms and acknowledges that:
(A)
ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH IT IS A PARTY
REMAIN IN FULL FORCE AND EFFECT; AND
(B)
ITS CONSENT AND ACKNOWLEDGEMENT HEREUNDER IS NOT REQUIRED UNDER
THE TERMS OF SUCH LOAN DOCUMENTS AND ANY