8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2008

FIRSTCITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	033-19694	76-0243729
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6400 Imperial Drive

Waco, Texas 76712

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (254) 761-2800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to FirstCity Revolving Credit Agreement.

On May 9, 2008, FirstCity Financial Corporation (“FirstCity”) and Bank of Scotland, as agent for the lenders and as lender, entered into Amendment and Consent No. 21 dated May 8, 2008, which amended the Revolving Credit Agreement dated November 12, 2004 (the “Credit Agreement”) to delete Section 8.18(a)(ii) of the Credit Agreement which required FirstCity and all other members of the consolidated group to maintain, on a consolidated basis, a ratio of EBITDA to interest coverage of not less than 1.50 to 1.00 for the four fiscal quarters then ended at the end of each fiscal quarter.  The amendment also provided for FirstCity to pay an extension fee in the amount of $35,000. The foregoing description of Amendment and Consent No. 21 is qualified in its entirety by reference to the full text of Amendment and Consent No. 21 attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Amendment and Consent No. 21 also provided for the waiver of any events of default by FirstCity related to the failure to satisfy the terms of Section 8.18(a)(ii) of the Credit Agreement for the fiscal quarter ended March 31, 2008.

Amendment to FirstCity Subordinated Delayed Draw Credit Agreement.

On May 9, 2008, FirstCity Financial Corporation (“FirstCity”) and BoS(USA) Inc., as agent for the lenders and as lender, entered into Amendment and Consent No. 8 dated May 8, 2008, which amended the Subordinated Delayed Draw Credit Agreement dated September 5, 2007 (the “Subordinated Credit Agreement”) to delete Section 8.18(a)(ii) of the Subordinated Credit Agreement which required FirstCity and all other members of the consolidated group to maintain, on a consolidated basis, a ratio of EBITDA to interest coverage of not less than 1.50 to 1.00 for the four fiscal quarters then ended at the end of each fiscal quarter. The amendment also provided for FirstCity to pay an extension fee in the amount of $25,000. The foregoing description of Amendment and Consent No. 8 is qualified in its entirety by reference to the full text of Amendment and Consent No. 8 attached hereto as Exhibit 10.2 and is incorporated herein by this reference.

Amendment and Consent No. 8 also provided for the waiver of any events of default by FirstCity related to the failure to satisfy the terms of Section 8.18(a)(ii) of the Subordinated Credit Agreement for the fiscal quarter ended March 31, 2008.

Amendment to FH Partners LLC Revolving Credit Agreement.

On May 9, 2008, FH Partners LLC, an indirect wholly-owned subsidiary of FirstCity, and Bank of Scotland, as agent for the lenders and as lender, entered into Amendment and Consent No. 5 dated May 8, 2008, which amended the Revolving Credit Agreement dated August 26, 2005 (the “FH Partners Credit Agreement”) to delete Section 8A(a)(ii) of the FH Partners Credit Agreement which required FirstCity and all other members of the consolidated group to maintain, on a consolidated basis, a ratio of EBITDA to interest coverage of not less than 1.50 to 1.00 for the four fiscal quarters then ended at the end of each fiscal quarter. The foregoing description of Amendment and Consent No. 5 is qualified in its entirety by reference to the full text of Amendment and Consent No. 5 attached hereto as Exhibit 10.3 and is incorporated herein by this reference.

Amendment and Consent No. 5 also provided for the waiver of any events of default by FH Partners LLC related to the failure to satisfy the terms of Section 8A(a)(ii) of the FH Partners Credit Agreement for the fiscal quarter ended March 31, 2008.

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Nature of Material Relationship with Bank of Scotland.

FirstCity has had a significant relationship with Bank of Scotland and The Governor and The Company of the Bank of Scotland (“BoS-UK”) and their subsidiaries since September 1997. FirstCity and its wholly-owned subsidiaries have entered into loan agreements with Bank of Scotland, BoS(USA) Inc. and BoS-UK from time to time since 1997.

Since December 2002, Bank of Scotland has provided to FirstCity and its subsidiaries a loan facility under a revolving credit loan facility consisting of (i) a revolving acquisition loan facility providing for a maximum principal balance of loans outstanding at any time of $45,000,000, and (ii) a revolving loan facility in the maximum principal amount of $5,000,000 for corporate purposes. This facility is secured by all of the assets of FirstCity and certain of its wholly-owned subsidiaries and is guaranteed by certain of the wholly-owned subsidiaries. The outstanding balances under this facility were converted to loans under the revolving credit agreement between FirstCity and the Bank of Scotland dated November 12, 2004, which amended and restated the revolving loan facility and increased the loan facility to a maximum loan amount of $96,000,000. This revolving facility was most recently amended on August 22, 2007, to increase the maximum available commitment under the revolving credit facility from $175,000,000 to $225,000,000.

On August 26, 2005, FH Partners LLC and Bank of Scotland entered into the FH Partners Credit Agreement which provided a $50,000,000 revolving loan facility to be used to finance portfolio and asset purchases made by FH Partners LLC. The FH Partners Credit Agreement was amended on August 22, 2007, to increase the maximum loan amount under the revolving loan facility to $100,000,000. The FH Partners Credit Agreement is secured by all of the assets of FH Partners LLC. The obligations of FH Partners LLC under the FH Partners Credit Agreement are guaranteed by FirstCity and the primary wholly-owned subsidiaries of FirstCity.

On September 5, 2007, FirstCity and BoS(USA), Inc. entered into the Subordinated Credit Agreement which provides a $25,000,000 loan facility to FirstCity. This $25,000,000 loan facility can be used to finance equity investments in new ventures approved by BoS(USA) Inc. to be funded under the facility, the senior debt and equity portion of portfolio and asset purchases, to provide for the issuance of letters of credit and for working capital loans. The Subordinated Credit Agreement is secured by all of the assets of FirstCity and certain of its wholly-owned subsidiaries and is guaranteed by certain of the wholly-owned subsidiaries.

In December 2002, in connection with an exchange offer to the holders of FirstCity’s New Preferred Stock, BoS-UK provided a non-recourse loan in the amount of $16,000,000 to FirstCity, which was used to pay the cash portion of the exchange offer to the holders of the New Preferred Stock, to pay expenses of the exchange offer and recapitalization, and to reduce FirstCity’s debt to Bank of Scotland and BoS (USA) Inc. (the “Senior Lenders”). The $16,000,000 loan was secured by a 20% interest in Drive Financial Services LP (“Drive”) (64.51% of FirstCity’s remaining 31% interest in Drive) and other assets of FirstCity Consumer Corporation (“Consumer Corp.”) as were necessary and only to the extent to allow BoS-UK to realize the security interest in the 20% interest in Drive. In connection with the $16,000,000 loan, FirstCity agreed to pay a contingent fee to BoS-UK equal to 20% of all amounts received by FirstCity and Consumer Corp. upon any sale of the 20% interest in Drive or any receipt of distributions from Drive related to the 20% ownership interest, once such payments exceeded $16,000,000 in the aggregate. The outstanding principal and accrued interest of $16,003,947 under the $16,000,000 loan was paid in full on November 1, 2004, in connection with the sale of the 31% beneficial interest in Drive.

On November 1, 2004, FirstCity and certain of its subsidiaries completed the sale of a 31% beneficial ownership interest in Drive and its general partner, Drive GP LLC, to IFA Drive GP Holdings LLC (“IFA-GP”), IFA Drive LP Holdings LLC (“IFA-LP”) and Drive Management LP (“MG-LP”) for a total purchase price of $108,478,300 in cash, which resulted in distributions and payments to FirstCity and Consumer Corp. in the aggregate amount of $86,800,000 in cash, from various sources. As is noted above, the proceeds of the sale were used in part to pay indebtedness owed to the Senior Lenders and BoS-UK.

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BoS(USA) Inc. has a warrant to purchase 425,000 shares of FirstCity’s voting Common Stock at $2.3125 per share, which is subject to adjustment in the number of shares in the event of certain changes in the Common Stock, grants of options or issuance of convertible securities by FirstCity or certain corporate changes or reorganizations.  The warrant will expire on August 31, 2010, if it is not exercised prior to that date.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

                (d)           Exhibits.

10.1	Amendment and Consent No. 21 dated May 8, 2008 between FirstCity Financial Corporation and Bank of Scotland
10.2.	Amendment and Consent No. 8 dated May 8, 2008 between FirstCity Financial Corporation and BoS (USA) Inc.
10.3	Amendment and Consent No. 5 dated May 8, 2008 between FH Partners LLC and Bank of Scotland

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRSTCITY FINANCIAL CORPORATION
Date: May 14, 2008	By:	/s/ J. Bryan Baker
		J. Bryan Baker
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

10.1Amendment and Consent No. 21 dated May 8, 2008 between FirstCity Financial Corporation and Bank of Scotland

10.2.Amendment and Consent No. 8 dated May 8, 2008 between FirstCity Financial Corporation and BoS (USA) Inc.

10.3Amendment and Consent No. 5 dated May 8, 2008 between FH Partners LLC and Bank of Scotland

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EX-10.1

Exhibit 10.1

AMENDMENT AND CONSENT NO. 21

Amendment and Consent No. 21 to Revolving Credit Agreement (this “Amendment and Consent”), dated as of May 8, 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 (i) that the Lenders amend the Loan Agreement to delete Section 8.18(a)(ii) thereof and (ii) that the Lenders consent to waive compliance with the requirements of such Section for the fiscal quarter ended March 31, 2008; 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 and Consent.

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 Consent 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 and Consent), 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 and Consent by the Borrower and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action.

(d)           This Amendment and Consent 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 (a) waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8.18(a)(ii) of the Loan Agreement and (b) agree to an amendment of the Loan Agreement to remove Section 8.18(a)(ii) therefrom.

5.             Consent to Waiver.  In reliance upon the representations, warranties and agreements set forth herein, the Agent and the Lenders hereby consent to waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8.18(a)(ii) of the Loan Agreement for the fiscal quarter ended March 31, 2008.

6.             Amendment.  In reliance upon the representations, warranties and agreements set forth herein, as of the date hereof, the Loan Agreement is hereby amended by amending and restating in its entirety Section 8.18(a)(ii) thereof to read as follows:

                                “(ii) [Intentionally deleted];”

7.             Effectiveness.  This Amendment and Consent 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 so 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)           the Borrower, the Lenders and the Agent shall have executed a copy hereof, and delivered the foregoing to the Agent at 565 Fifth Avenue, New York, New York 10017 (Attention: Loans Administration);

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

(c)           no Default or Event of Default shall exist;

(d)           each representation and warranty made by the Borrower in the Loan 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)           each of the Guarantors shall have executed a confirming consent, substantially in the form attached hereto as Annex A or otherwise satisfactory to the Agent, and delivered the same to the Agent at 565 Fifth Avenue, New York, New York 10017 (Attention: Loans Administration) or such other place directed by the Agent; and

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(f)            the Borrower shall have paid to Agent, for the ratable account of each Lender, an extension fee in the amount of $35,000.

8.             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 and Consent or any Security Document or other Loan Document, any previous version hereof or thereof or any proposed amendment or waiver hereof or thereof.

9.             Limited Nature of Amendments and Waivers.  The amendments and waivers set forth herein are limited precisely as written and shall not be deemed to prejudice any right or rights which the Agent or the Lenders may now have or may have in the future under or in connection with the Loan Agreement or any of the other Loan Documents. Except as expressly consented to herein, the terms and provisions of the Loan Agreement and all other Loan Documents remain in full force and effect.

10.           THIS AMENDMENT AND CONSENT 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.

11.           THIS AMENDMENT AND CONSENT 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.

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

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

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

BANK OF SCOTLAND PLC, acting through its New York branch, as Agent and as a Lender
By:
		Name:
		Title:
FIRSTCITY FINANCIAL CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

[Signature Page to Amendment and Consent No. 21]

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Annex A

CONFIRMING CONSENT

Reference is hereby made to the foregoing Amendment and Consent No. 21 (the “Amendment and Consent”) to the Revolving Credit Agreement dated as of May 8, 2008 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 Consent 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 and Consent).

FIRSTCITY COMMERCIAL CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FC CAPITAL CORP.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

FIRSTCITY CONSUMER LENDING CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY EUROPE CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY HOLDINGS CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY HOLDINGS CORPORATION OF MINNESOTA
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY INTERNATIONAL CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY MEXICO, INC.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY SERVICING CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

[Signature Page to Confirming Consent to Amendment and Consent No. 21]

BOSQUE ASSET CORP.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
BOSQUE LEASING, L.P.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
BOSQUE LEASING GP CORP.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

[Signature Page to Confirming Consent to Amendment and Consent No. 21]

EX-10.2

Exhibit 10.2

AMENDMENT AND CONSENT NO. 8

Amendment and Consent No. 8 to Subordinated Delayed Draw Credit Agreement (this “Amendment and Consent”), dated as of May 8, 2008, among FirstCity Financial Corporation (the “Borrower”); 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 (i) that the Lenders amend the Loan Agreement to delete Section 8.18(a)(ii) thereof and (ii) that the Lenders consent to waive compliance with the requirements of such Section for the fiscal quarter ended March 31, 2008; and

WHEREAS, the Lenders are willing to consent 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 and Consent.

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 Consent 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 and Consent), 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 and Consent by the Borrower and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action.

(d)           This Amendment and Consent 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 September 5, 2007.

4.             Requests.  Borrower hereby requests that the Lenders (a) waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8.18(a)(ii) of the Loan Agreement and (b) agree to an amendment of the Loan Agreement to remove Section 8.18(a)(ii) therefrom.

5.             Consent to Waiver.  In reliance upon the representations, warranties and agreements set forth herein, the Agent and the Lenders hereby consent to waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8.18(a)(ii) of the Loan Agreement for the fiscal quarter ended March 31, 2008.

6.             Amendment.  In reliance upon the representations, warranties and agreements set forth herein, as of the date hereof, the Loan Agreement is hereby amended by amending and restating in its entirety Section 8.18(a)(ii) thereof to read as follows:

                                “(ii) [Intentionally deleted];”

7.             Effectiveness.  This Amendment and Consent 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 so 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)           the Borrower, the Lenders and the Agent shall have executed a copy hereof, and delivered the foregoing to the Agent at 565 Fifth Avenue, New York, New York 10017 (Attention: Loan Documentation);

(b)           on the Amendment Closing Date, both before and after giving effect to the transactions contemplated by this Amendment and Consent to be effective on the Amendment Closing Date, no Material Adverse Change shall have occurred since September 5, 2007;

(c)           no Default or Event of Default shall exist;

(d)           each representation and warranty made by the Borrower in the Loan 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)           each of the Guarantors shall have executed a confirming consent, substantially in the form attached hereto as Annex A or otherwise satisfactory to the Agent, and delivered the same to the Agent at 565 Fifth Avenue, New York, New York 10017 (Attention: Loans Administration) or such other place directed by the Agent; and

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(f)            the Borrower shall have paid to Agent, for the ratable account of each Lender, an extension fee in the amount of $25,000.

8.             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 and Consent or any Security Document or other Loan Document, any previous version hereof or thereof or any proposed amendment or waiver hereof or thereof. ‘

9.             Limited Nature of Amendments and Waivers.  The amendments and waivers set forth herein are limited precisely as written and shall not be deemed to prejudice any right or rights which the Agent or the Lenders may now have or may have in the future under or in connection with the Loan Agreement or any of the other Loan Documents. Except as expressly consented to herein, the terms and provisions of the Loan Agreement and all other Loan Documents remain in full force and effect.

10.           THIS AMENDMENT AND CONSENT 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.

11.           THIS AMENDMENT AND CONSENT 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.

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

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

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

BoS(USA) Inc., as Agent and as a Lender
By:
		Name:
		Title:
FIRSTCITY FINANCIAL CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

[Signature Page to Amendment and Consent No. 8]

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Annex A

CONFIRMING CONSENT

Reference is hereby made to the foregoing Amendment and Consent No. 8 (the “Amendment and Consent”) to the Subordinated Delayed Draw Credit Agreement dated as of May 8, 2008 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 Consent 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 and Consent).

FIRSTCITY COMMERCIAL CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FC CAPITAL CORP.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

FIRSTCITY CONSUMER LENDING CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY EUROPE CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY HOLDINGS CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY HOLDINGS CORPORATION OF MINNESOTA
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY INTERNATIONAL CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY MEXICO, INC.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
FIRSTCITY SERVICING CORPORATION
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

[Signature Page to Confirming Consent to Amendment and Consent No. 8]

BOSQUE ASSET CORP.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
BOSQUE LEASING, L.P.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President
BOSQUE LEASING GP CORP.
By:
	Name:  Jim W. Moore
	Title:  Executive Vice President

[Signature Page to Confirming Conssent to Amendment and Consent No. 8]

EX-10.3

Exhibit 10.3

AMENDMENT AND CONSENT NO. 5 TO REVOLVING CREDIT AGREEMENT

AMENDMENT AND CONSENT NO. 5 (this “Amendment and Consent”), dated as of May 8, 2008, among FH PARTNERS LLC, a Texas limited liability company (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 (in such capacity, the “Agent”) under the Revolving Credit Agreement, dated as of August 26, 2005, among the Borrower, the Lenders and the Agent (as heretofore amended or otherwise modified, the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested (i) that the Lenders amend the Agreement to delete Section 8A(a)(ii) thereof and (ii) that the Lenders consent to waive compliance with the requirements of such Section for the fiscal quarter ended March 31, 2008; and

WHEREAS, the Lenders are willing to consent to the foregoing on and subject to the terms hereof;

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 and Consent, as if such terms were already added or amended by this Amendment and Consent, 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 and Consent 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.  Representations.  In order to induce the Agent and the Lenders to execute this Amendment and Consent, 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 and Consent) as follows:

(a)           No Default or Event of Default exists.

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(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 and Consent by the Borrower and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action.

(d)           This Amendment and Consent 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.

4.  Requests.  Borrower hereby requests that the Lenders (a) waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8A(a)(ii) of the Agreement and (b) agree to an amendment of the Agreement to remove Section 8A(a)(ii) therefrom.

5.  Consent to Waiver.  In reliance upon the representations, warranties and agreements set forth herein, the Agent and the Lenders hereby consent to waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8A(a)(ii) of the Agreement for the fiscal quarter ended March 31, 2008.

6.  Amendment.  In reliance upon the representations, warranties and agreements set forth herein, as of the date hereof, the Agreement is hereby amended by amending and restating in its entirety Section 8A(a)(ii) thereof to read as follows:

“(ii) [Intentionally deleted];”

7.  Effectiveness.  This Amendment and Consent 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:  Loan Documentation) 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:  Loan Documentation) or such other place directed by the Agent.

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

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(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).

8.  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 Agreement, this Amendment and Consent or any Security Document or other Loan Document, any previous version hereof or thereof or any proposed amendment or waiver hereof or thereof.

9.  Limited Nature of Amendments and Waivers.  The amendments and waivers set forth herein are limited precisely as written and shall not be deemed to prejudice any right or rights which the Agent or the Lenders may now have or may have in the future under or in connection with the Agreement or any of the other Loan Documents. Except as expressly consented to herein, the terms and provisions of the Agreement and all other Loan Documents remain in full force and effect.

10.  Governing Law.  THIS AMENDMENT AND CONSENT 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.

11.  Writings Only.  THIS AMENDMENT AND CONSENT 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.

12.  Counterparts.  This Amendment and Consent 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. 

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Telecopied signatures hereto and to the Confirming Consent shall be of the same force and effect as an original of a manually signed copy.

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

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Consent to be duly executed and delivered by their respective duly authorized officers.

BANK OF SCOTLAND, Individually and as Agent
By:
		Name:
		Title:
FH PARTNERS LLC
By:
	Name:
	Title:

[Signature Page to Amendment and Consent No. 5 to Revolving Credit Agreement]

Annex A

CONFIRMING CONSENT

                Reference is hereby made to the foregoing Amendment and Consent No. 5 dated as of May 8, 2008 (the “Amendment and Consent”) to the Revolving Credit Agreement dated as of August 26, 2005 among the Borrower, the Lenders and the Agent; said agreement, as amended and modified by the Amendment and Consent and from time to time hereafter further amended or otherwise modified, the “Amended Agreement”.

                Each Guarantor hereby consents to the terms and provisions of the Amendment and Consent 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 the terms “Obligations” and “Secured Obligations” used in such Loan Documents include all Obligations of the Borrower under the Amended Agreement; 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 to any subsequent amendment to the Agreement or the Amended 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 Amended Agreement.  This Consent is dated as of the Amendment Closing Date (as defined in the Amendment and Consent).

FIRSTCITY FINANCIAL CORPORATION
By:
	Name:  James C. Holmes
	Title:  Executive Vice President
FIRSTCITY COMMERCIAL CORPORATION
By:
	Name:  James C. Holmes
	Title:  Executive Vice President
FIRSTCITY EUROPE CORPORATION
By:
	Name:  James C. Holmes
	Title:  Executive Vice President

FIRSTCITY HOLDINGS CORPORATION
By:
	Name:  James C. Holmes
	Title:  Executive Vice President
FIRSTCITY INTERNATIONAL CORPORATION
By:
	Name:  James C. Holmes
	Title:  Executive Vice President
FIRSTCITY MEXICO, INC.
By:
	Name:  James C. Holmes
	Title:  Executive Vice President
FIRSTCITY SERVICING CORPORATION
By:
	Name:  James C. Holmes
	Title:  Executive Vice President