AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT

AMENDMENT (this " Amendment "), dated as December 14, 2006, among FIRST CITY 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 .  As of the Amendment Effective Date, 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 the definition of "Applicable Margin" therein to read as follows:

            " Applicable Margin " shall mean, for each period from and including each Payment Date to but excluding the following Payment Date, the applicable percentages set forth below opposite the applicable LTV Ratio; provided , if any change to Total Outstandings occurring during such period would otherwise result in a higher Applicable Margin, such higher Applicable Margin shall be in effect from the date of such change to but excluding the following Payment Date:

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          • (ii)           by restating in its entirety the definition of "Borrowing Base Availability" therein to read as follows:

            " Borrowing Base Availability " shall mean, as of any computation date, an amount equal to 70% of the Borrowing Base in effect on such date."

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.

    (b) Each representation and warranty made by Borrower, each Primary Obligor, each Portfolio Entity, each Related Entity and each other Loan Party in the Loan Documents is true and correct.

5.  Effectiveness .    This Amendment shall become effective as of December 14, 2006 (the " Amendment Effective Date ") when each of the following conditions have been fulfilled to the satisfaction of the Agent (or waived by the Agent).  The first date on which all of the following conditions have been so fulfilled (or so waived) is herein referred to as the " Amendment Closing Date ."  If the Amendment Closing Date shall not have occurred by the close of business (New York time) on October 31, 2006 (or such later time or date as the Agent consents to in writing), the provisions of this Amendment shall (except as may otherwise be specified in this Amendment) be deemed rescinded, null and void.

• • (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 (Atten