Exhibit 10.2
AMENDMENT NO. 14
Amendment No. 14 to Subordinated Delayed Draw Credit Agreement (this
"Amendment"), dated as of December 12, 2008, among FirstCity Financial
Corporation (the "Borrower") and 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 anticipates receiving cash proceeds from a judgment in
certain litigation in which the Borrower has been engaged; and
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, including with respect to the treatment of the proceeds from such
litigation; 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 THE DEFINITION OF "BASE RATE"
THEREIN TO READ AS FOLLOWS:
"BASE RATE" SHALL MEAN, FOR ANY DAY, A FLUCTUATING RATE PER ANNUM EQUAL TO THE
HIGHEST OF (A) THE FEDERAL FUNDS RATE IN EFFECT FOR SUCH DAY PLUS 1/2 OF 1%;
(B) THE RATE OF INTEREST IN EFFECT FOR SUCH DAY AS PUBLICLY ANNOUNCED
BY THE AGENT FROM TIME TO TIME AS ITS "PRIME RATE"; AND (C) THE ADJUSTED ONE
MONTH LIBOR RATE IN EFFECT FOR SUCH DAY PLUS 1%.
ANY CHANGE IN THE FEDERAL
FUNDS RATE, THE AGENT'S "PRIME RATE", OR THE ADJUSTED ONE MONTH LIBOR RATE SHALL
BE REFLECTED IN THE BASE RATE ON THE FIRST BUSINESS DAY SUCH CHANGE IN THE
FEDERAL FUNDS RATE, THE AGENT'S "PRIME RATE" OR THE ADJUSTED ONE MONTH LIBOR
RATE, AS THE CASE MAY BE, BECOMES EFFECTIVE WITHOUT ANY REQUIREMENT FOR THE
AGENT TO GIVE NOTICE OF SUCH CHANGE IN RATE TO THE BORROWER.
(II)
BY INSERTING THE FOLLOWING NEW DEFINITIONS THEREIN IN APPROPRIATE