Exhibit 10.1
AMENDMENT AND CONSENT NO. 16
Amendment and Consent No. 16 to Revolving Credit Agreement (this "Amendment"),
dated as of February 4, 2008, among FirstCity Financial Corporation (the
"Borrower"); 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 acting through
its New York branch, as Agent for the Lenders (the "Agent"); and the Agent.
W I T N E S S E T H :
WHEREAS, the Borrower has advised the Agent that it desires to buy back (the
"Buyback") up to 1,500,000 shares of its outstanding common stock (the "Subject
Shares"); and
WHEREAS, the Borrower has advised the Agent that it desires that up to
$12,000,000 of the Buyback Price be paid with proceeds of a Working Capital Loan
under the Loan Agreement or other available cash; and
WHEREAS, the parties hereto previously executed and delivered Consents No. 8 and
No. 14 with respect to the Buyback; and
WHEREAS, the Borrower has, through February 1, 2008, acquired 651,500 shares of
common stock of Borrower for an aggregate repurchase price of $6,555,769.17 to
effect the Buyback; and
WHEREAS, the Borrower has advised the Agent that it desires to extend the period
for the Buyback to August 30, 2009 and use up to $5,444,230.83 of Working
Capital Loan Proceeds under the Loan Agreement, other available cash or
Subordinated Debt to complete the Buyback; and
WHEREAS, Section 8.11 of the Loan Agreement prohibits, among other things, the
redemption or purchase by the Borrower of its outstanding common stock, and
Section 2.1(b) and Section 8.15 of the Loan Agreement restrict the use of
proceeds of Working Capital Loans to working capital purposes; and
WHEREAS, Section 7.1(a) of the Loan Agreement requires the Borrower to deliver
to the Lenders monthly financial statements; and
WHEREAS, the Borrower has failed to deliver monthly financial statements
required by such Section 7.1(a) and requests a waiver of the Event of Default
resulting from such failure; and
WHEREAS, the Lenders are willing to grant such waiver and further to amend the
Loan Agreement to delete Section 7.1(a) therefrom; and
WHEREAS, the Lenders are willing to consent to 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.
REPRESENTATIONS AND AGREEMENTS.
TO INDUCE THE LENDERS TO ENTER
INTO THIS AMENDMENT AND TO