THAT FIRSTCITY MEXICO, SA DE CV
AND CERTAIN AFFILIATES HAVE BEEN REQUESTED TO INDEMNIFY KPMG CARDENAS DOSAL,
S.C. IN CONNECTION WITH ITS PROVISION OF SERVICES RELATING TO TRANSFER PRICING
MATTERS, SUCH INDEMNITY TO BE IN THE FORM OF EXHIBIT 1 HERETO (THE
"INDEMNITY").
THE ISSUANCE OF THE INDEMNITY IS PROHIBITED BY THE AGREEMENT.
In reliance upon the representations, warranties, and agreements set forth
herein, the Agent hereby consents to the execution and delivery of the
Indemnity.
Agent consents to the filing of the amendment to Certificate of Formation on
July 30, 2007, to change of the name of FH Partners Investments LLC to FH
Partners LLC.
5.
REPRESENTATIONS.
IN ORDER TO INDUCE THE AGENT AND THE LENDERS TO EXECUTE
THIS AMENDMENT, THE BORROWER HEREBY REPRESENTS, WARRANTS AND COVENANTS TO THE
AGENT AND THE LENDERS AS OF THE DATE HEREOF AND (IF DIFFERENT) AS OF THE
AMENDMENT CLOSING DATE (WHICH REPRESENTATIONS, WARRANTIES AND COVENANTS SHALL
SURVIVE THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT) AS FOLLOWS:
3
(A)
NO DEFAULT OR EVENT OF DEFAULT EXISTS.
(B)
EACH REPRESENTATION AND WARRANTY MADE BY BORROWER AND EACH OTHER
LOAN PARTY 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 JUNE 30, 2007.
6.
EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME EFFECTIVE WHEN EACH OF THE
FOLLOWING CONDITIONS HAVE BEEN FULFILLED TO THE SATISFACTION OF THE AGENT (OR
WAIVED BY THE AGENT).
(A)
SIGNED COPIES.
THE BORROWER, THE LENDERS AND THE AGENT SHALL HAVE
EXECUTED A COPY HEREOF AND DELIVERED THE SAME TO THE AGENT AT 565 FIFTH AVENUE,
NEW YORK, NEW YORK 10017 (ATTENTION:
JOSEPH FRATUS) OR SUCH OTHER PLACE
DIRECTED BY THE AGENT.
(B)
GUARANTOR'S CONSENT.
EACH GUARANTOR SHALL HAVE EXECUTED A
CONFIRMING CONSENT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS ANNEX A OR
OTHERWISE SATISFACTORY TO THE AGENT (A "CONFIRMING CONSENT"), AND DELIVERED THE
SAME TO THE AGENT AT 565 FIFTH AVENUE, NEW YORK, NEW YORK 10017 (ATTENTION:
JOSEPH FRATUS) OR SUCH OTHER PLACE DIRECTED BY THE AGENT.
(C)
NO DEFAULTS.
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST.
(D)
ACCURACY OF REPRESENTATIONS.
EACH REPRESENTATION AND WARRANTY
MADE BY THE BORROWER AND EACH OTHER LOAN PARTY IN THE AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE
AMENDMENT CLOSING DATE WITH THE SAME EFFECT AS THOUGH MADE AT AND AS OF SUCH
DATE (EXCEPT FOR THOSE THAT SPECIFICALLY SPEAK AS OF A PRIOR DATE).
(E)
AUDITED FINANCIALS.
THE BORROWER