Exhibit 10.23
AMENDMENT NO. 9 AND CONSENT TO REVOLVING CREDIT AGREEMENT
AMENDMENT AND CONSENT (this "Amendment"), dated as of June 29, 2007, among
FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (the "Borrower"), the
financial institutions which are parties to the Agreement hereinafter referred
to (each a "Lender" and collectively, the "Lenders"), and BANK OF SCOTLAND, as
agent for the Lenders under such Agreement (in such capacity, the "Agent"), to
the Revolving Credit Agreement, dated as of November 12, 2004, among the
Borrower, the Lenders and the Agent (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that certain amendments set forth herein be
made to the Agreement;
WHEREAS, subject to the terms and conditions contained below, the Agent and the
Lenders are willing to so 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 BY
INSERTING THE FOLLOWING NEW DEFINITIONS THEREIN IN APPROPRIATE ALPHABETICAL
ORDER THEREIN:
"Fixed Rate" shall mean, for any Loan which the Agent has consented in writing
to being a Fixed Rate Loan for a period of time, the rate of interest agreed to
in writing by the Agent and Borrower.
"Fixed Rate Loan" shall mean any Loan during any period that, with the prior
written consent of the Agent, it bears interest determined by reference to a
Fixed Rate.
1
"Fixed Rate Loan Period" shall mean, for any Loan which the Agent has consented
in writing to being a Fixed Rate Loan, the period of time agreed to in writing
by the Agent and Borrower that such Loan will bear interest at a Fixed Rate.
(B)
SECTION 2.2(A).
CLAUSE (IV) OF SECTION 2.2(A) OF THE AGREEMENT IS
AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"(iv) if such Borrowing Date is a Payment Date, whether such Loans shall
constitute Base Rate Loans or Eurocurrency Loans or, if the Agent in its sole
discretion consents thereto, Fixed Rate Loans (if not specified or if such date
is not a Payment Date, Base Rate Loans shall be deemed to have been requested),"
(C)
SECTION