AMENDMENT NO. 15

Exhibit 10.2

AMENDMENT XX. 00

Xxxxxxxxx Xx. 00 to Subordinated Delayed Draw Credit Agreement (this “Amendment”), dated as of March 30, 2009, 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 has requested that certain amendments set forth herein be made to the Agreement to reflect certain agreements the Lenders and the Borrower have reached; 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 as of December 31, 2008 the definition of “Indebtedness” therein to read as follows:

“Indebtedness” shall mean, with respect to any Person (without duplication): (i) all obligations on account of money borrowed by, or credit extended to or on behalf of, or for or on account of deposits with or advances to, such Person; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person for the deferred purchase price of property or services other than trade payables

incurred in the ordinary course of business and on terms customary in the trade; (iv) all obligations secured by a Lien on property owned by such Person (whether or not assumed); and all obligations of such Person under Capitalized Leases (without regard to any limitation of the rights and remedies of the holder of such Lien or the lessor under such Capitalized Lease to repossession or sale of such property); (v) the face amount of all letters of credit issued for the account of such Person and, without duplication, the unreimbursed amount of all drafts drawn thereunder, and all other obligations of such Person associated with such letters of credit or draws thereon; (vi) all obligations of such Person in respect of acceptances or similar obligations issued for the account of such Person; (vii) all obligations of such Person under a project financing or similar arrangement; (viii) all obligations of such Person under any interest rate or currency protection agreement, interest rate or currency future, interest rate or currency option, interest rate or currency swap or cap or other interest rate or currency hedge agreement; and (ix) all obligations and liabilities with respect to unfunded vested benefits under any “employee benefit plan” or with respect to withdrawal liabilities incurred under ERISA by Borrower or any ERISA Affiliate to a “multiemployer plan”, as such terms are defined under the Employee Retirement Income Security Act of 1974; provided that in the computation of the ratio for the fiscal quarters ending December 31, 2008 and thereafter, Tangible Net Worth will be adjusted by deducting non-controlling interests in Subsidiaries from liabilities and adding non-controlling interests in Subsidiaries to equity consistent with GAAP for fiscal quarters ending after December 31, 2008.

(ii) by restating in its entirety as of December 31, 2008 the definition of “Tangible Net Worth” therein to read as follows:

“Tangible Net Worth”, at any time, shall mean the total of shareholders’ equity (including capital stock (both common and preferred), additional paid—in capital and retained earnings after deducting treasury stock of a Person), less the sum of the total amount of any intangible Assets, which, for purposes of this definition, shall include, without limitation, general intangibles and, if applicable, all accounts receivable not incurred in the ordinary course of business from any Affiliate of such Person or any loans to directors or officers of any Affiliate of such Person, unamortized deferred charges and good will, all as determined in accordance with GAAP, provided that in the computation of Tangible Net Worth for the fiscal quarters ending December 31, 2008 and thereafter, the definition is amended to add to equity the non-controlling interests in Subsidiaries consistent with GAAP for fiscal quarters ending after December 31, 2008.

4. 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:

(a) No Default or Event of Default exists nor, after giving effect to the consents contained herein, will any Default or Event of Default arise.

(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.

5. Effectiveness. This Amendment shall become effective as of the date hereof when each of the following conditions (the first date on which all such conditions have been so satisfied (or waived) is herein referred to as the “Amendment Closing Date”) has been fulfilled to the satisfaction of the Agent (or waived by the Agent in its sole discretion).

(a) Signed Copies. The Borrower, the Lenders and the Agent shall have executed a copy hereof and delivered the same to the Agent at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attention: Loan Administration) or such other place directed by the Agent.

(b) No Change. On the Amendment Closing Date, both before and after giving effect to the transactions contemplated by this Amendment to be effective on the Amendment Closing Date, no Material Adverse Change shall have occurred since November 12, 2004.

(c) 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 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attention: Loan Administration) or such other place directed by the Agent.

(d) No Defaults. No Default or Event of Default shall exist.

(e) Accuracy of Representations. Each representation and warranty made by the Borrower, each Primary Obligor, each Portfolio Entity, each Related Entity 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).

6. Ratification and Release. The Borrower does hereby remise, release and forever discharge the Agent and the Lenders and each of their respective affiliates, successors, officers,

directors, employees, counsel and agents, past and present, and each of them, of and from any and all manner of actions, and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims and demands whatsoever in law or in equity, which against the Agent, the Lenders or any of their respective affiliates, successors, officers, directors, employees, counsel or agents, or any one or more of them, the Borrower ever had, now has, or hereafter can, shall or may have for or by reason of any cause, matter or thing that occurred or did not occur on or prior to the Amendment Closing Date with respect to the Loan Agreement, this Amendment or any Security Document or other Loan Document, any previous version hereof or thereof or any proposed amendment or waiver hereof or thereof.

7. Limited Nature of Amendments and Consent. The amendments and consent set forth herein are limited precisely as written and shall not be deemed to (a) be a consent by the Agent or the Lenders to any waiver of, or modification of, any other term or condition of the Agreement, or any of the documents referred to in any of the foregoing or (b) prejudice any right or rights which any of the Lenders or the Agent may now have or may have in the future under or in connection with the Agreement, or any of the documents referred to in any of the foregoing. Except as expressly amended hereby, the terms and provisions of the Agreement shall remain in full force and effect.

8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

9. Jurisdiction, Waiver of Jury Trial. THE BORROWER HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS AMENDMENT MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX LOCATED IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE AGENT OR ANY LENDER MAY ELECT, and, by execution and delivery hereof, the Borrower accepts and consents for itself and in respect to its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, unless waived in writing by the Agent and the Majority Lenders. EACH OF THE BORROWER, THE AGENT AND THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER, ANY AFFILIATE OF THE BORROWER, THE AGENT OR ANY LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDER ENTERING INTO THIS AMENDMENT.

10. Headings. The descriptive headings of the various provisions of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

11. Writings Only. BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT NO TERM OR PROVISION OF THE AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE CHANGED, WAIVED, SUPPLEMENTED OR OTHERWISE MODIFIED VERBALLY, BUT ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE RELEVANT PARTIES, AS FURTHER PROVIDED IN SECTION 12.2 OF THE CREDIT AGREEMENT.

12. Entire Agreement. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

13. Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties on the same or separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Telecopied signatures hereto and to the Confirming Consent shall be of the same force and effect as an original of a manually signed copy.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first shown and to be effective as of the date first set forth above.

	BoS(USA) Inc., as Agent and as a Lender


	By:
		Name:
		Title:

	FIRSTCITY FINANCIAL CORPORATION


	By:
		Name: Xxxxx X. Xxxxxx
		Title: Executive Vice President

[Signature Page to Amendment No. 15]

Annex A

CONFIRMING CONSENT

Reference is hereby made to the foregoing Amendment No. 15 (the “Amendment”) to the Subordinated Delayed Draw Credit Agreement dated as of March 30, 2009 among the Borrower, the Lenders and the Agent (said agreement, as from time to time amended or otherwise modified, the “Agreement”).

Each Guarantor hereby consents to the terms and provisions of the Amendment and confirms and acknowledges that:

(a) its obligations under the Loan Documents to which it is a party remain in full force and effect; and

(b) its consent and acknowledgement hereunder is not required under the terms of such Loan Documents and any failure to obtain its consent or acknowledgment in connection herewith or with any subsequent consent, waiver or amendment to the Agreement or any of the other Loan Documents will not affect the validity of its obligations under the aforesaid Loan Documents or any other Loan Document, and this consent and acknowledgement is being delivered for purposes of form only.

Capitalized terms used herein and not otherwise defined have the same meanings as in the Agreement. This Consent is dated as of the Amendment Closing Date (as defined in the Amendment).

FIRSTCITY COMMERCIAL CORPORATION

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FC CAPITAL CORP.

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FIRSTCITY CONSUMER LENDING CORPORATION

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FIRSTCITY EUROPE CORPORATION

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FIRSTCITY HOLDINGS CORPORATION OF MINNESOTA

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FIRSTCITY INTERNATIONAL CORPORATION

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FIRSTCITY MEXICO, INC.

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

FIRSTCITY SERVICING CORPORATION

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

BOSQUE ASSET CORP.

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

BOSQUE LEASING, L.P.

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

BOSQUE LEASING GP CORP.

By:
	Name: Xxxxx X. Xxxxxx Title: Executive Vice President

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AMENDMENT NO. 15

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