Exhibit 10.1
AMENDMENT NO. 25
Amendment No. 25 to Revolving Credit Agreement (this "Amendment"), dated as of
July 14, 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 PLC acting through its New York
branch, as Agent for the Lenders (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Lenders amend the Loan Agreement to
add new subsections (v) and (vi) to Section 8.18(a) thereto; and
WHEREAS, the Lenders are willing to agree 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 GRANT THE CONSENT CONTAINED HEREIN, 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 NOVEMBER 12, 2004.
4.
REQUESTS.
BORROWER HEREBY REQUESTS THAT THE LENDERS AGREE TO AN
AMENDMENT OF THE LOAN AGREEMENT TO ADD NEW SECTION 8.18(A)(V) AND (VI) THERETO.
5.
AMENDMENT.
IN RELIANCE UPON THE REPRESENTATIONS, WARRANTIES AND
AGREEMENTS SET FORTH HEREIN, AS OF THE DATE HEREOF, THE LOAN AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:
(A)
ANNEX I.
ANNEX I TO THE AGREEMENT IS AMENDED BY INSERTING THE
FOLLOWING NEW DEFINITIONS IN APPROPRIATE ALPHABETICAL ORDER THEREIN:
"Average RAL NPEV" shall mean, for