TABLE OF CONTENTS

Section 1.	DEFINITIONS	1

Section 2.	THE LOANS	1
2.1	The Loans	1
2.2	Notice of Borrowing	2
2.3	The Notes	4
2.4	Mandatory Prepayments and Repayments of Loans	4
2.5	Voluntary Prepayments of Loans	4
2.6	Reduction of Commitments	5
2.7	Subordination	5

Section 3.	INTEREST	5
3.1	Rate of Interest	5
3.2	Interest Payment Dates	5
3.3	Past Due Rate	5
3.4	Capital Adequacy	6
3.5	Determination of Rate of Borrowing	6
3.6	Substituted Rate of Borrowing	7
3.7	Required Termination and Prepayment	8
3.8	Compensation	9
3.9	LIBOR Interest Period Determination	9
3.10	Conversions	10

Section 4.	FEES	10
4.1	Commitment Commission	10
4.2	Upfront Fee	10

Section 5.	PAYMENTS, ETC.	10
5.1	Currency of Payments	10
5.2	Payments on Non-Business Days; Calculations	11
5.3	Payment Date and Distribution of Funds	11
5.4	Net Payments; Application	12
5.5	Distribution by Agent	13

Section 6.	CONDITIONS PRECEDENT TO EFFECTIVENESS	13
6.1	Default, etc	13
6.2	Notes	14
6.3	Supporting Documents of Borrower	14
6.4	Officer’s Certificate	14
6.5	Certifications; Financial Statements	14
6.6	Approvals and Consents	14
6.7	Legal Opinions	14
6.8	Adverse Change	14
6.9	Change in Law; No Opposition	14
6.10	All Proceedings to be Satisfactory	15
6.11	Fees and Expenses	15
6.12	Security Documents, Schedules, etc	15

Section 7.	AFFIRMATIVE COVENANTS	20
7.1	Financial Statements	21
7.2	Other Required Notices	23
7.3	Payment of Charges	26
7.4	Insurance	26
7.5	Maintenance of Records	27
7.6	Preservation of Existence	27
7.7	Preservation of Assets	27
7.8	Inspection of Books and Assets	27
7.9	Payment of Indebtedness	28
7.10	Further Assurances	28
7.11	Notice of Default	29
7.12	Reserves	29
7.13	Representation and Warranties; Covenants as to Other Persons, Amendment of Schedules	29
7.14	Perform Obligations	30
7.15	New Debt and Equity Interests	30
7.16	Cooperation	31
7.17	Approvals and Consents	31
7.18	Payment of Dividends from Primary Obligors and Subsidiaries	31
7.19	Stay, Extension and Usury Laws	31
7.20	Compliance with Laws	31
7.21	Payment of Extraordinary Proceeds	31
7.22	Amendment of Mexican Loan Facility	31
7.23	Replacement of RAL	32

Section 8.	NEGATIVE COVENANTS	32
8.1	Amend Charter Documents; Engage in Same Type of Business	32
8.2	Liens	32
8.3	Other Indebtedness	33
8.4	Sell Assets	33
8.5	Attachment	34
8.6	Receiver	34
8.7	Mergers and Acquisitions	34
8.8	Stock Transfers	34
8.9	Adverse Transactions	35
8.10	Investments	35
8.11	Dividends	35
8.12	Loan; Guaranty Debt	36
8.13	Issue Power of Attorney	36
8.14	Amendment of Credit Agreements	37
8.15	Use of Proceeds	37
8.16	Payments for Consent	37
8.17	Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries	37
8.18	Financial Covenants	38
8.19	Accounting Changes	39
8.20	Related Transactions	39

8.21	Leasebacks	40
8.22	Compliance with ERISA	40
8.23	[Reserved]	40
8.24	Distributions to Primary Obligors and Borrower	40
8.25	Capital Expenditures	41
8.26	Servicing	41
8.27	Portfolio Entity Ownership	41
8.28	Activities of Portfolio Entity	41

Section 9.	EVENTS OF DEFAULT	42
9.1	Principal and Interest	42
9.2	Representations and Warranties	42
9.3	Negative and Certain Other Covenants	42
9.4	Other Covenants	42
9.5	Other Indebtedness of Borrower	42
9.6	Other Indebtedness of other Loan Parties	43
9.7	[Reserved.]	43
9.8	Insolvency	43
9.9	Security Documents	43
9.10	Notice of Charge	44
9.11	Judgments	44
9.12	Stock Issuance or Transfer	45
9.13	ERISA	45
9.14	Material Effect Defaults	45
9.15	Change in Control	45
9.16	Management	45
9.17	Court Orders	45
9.18	Dissolution	46

Section 10.	GENERAL REPRESENTATIONS AND WARRANTIES AND RELATED COVENANTS	46
10.1	Organization	46
10.2	Entity Power	47
10.3	Violation of Charter Documents	47
10.4	Enforceability	47
10.5	Ownership	48
10.6	Fictitious Names	48
10.7	Title	49
10.8	Financial Warranty	49
10.9	Proceedings	49
10.10	Government Contracts	49
10.11	Adequate Licenses	49
10.12	Government Permits; Approvals and Consents	49
10.13	Charge; Restrictions	50
10.14	Compliance with Laws	50
10.15	Compliance with Indebtedness Instruments	50
10.16	Financials	50
10.17	Tax Returns	50

iii

10.18	No Material Adverse Change	51
10.19	No Indebtedness	51
10.20	Affiliate Notes	51
10.21	No Liability on Lenders or Agent	51
10.22	Affiliates	51
10.23	Real Property; Environmental Issues	52
10.24	Investment Company Act and Public Utility Holding Company Act	52
10.25	Disclosure	52
10.26	Qualification	52
10.27	Federal Reserve Margin Regulations; Use of Proceeds	53
10.28	Intellectual Property	53
10.29	Compliance with ERISA	53
10.30	The Security Documents	54
10.31	Other Loan Documents	55
10.32	Exclusion of Harbor Debtors	55
10.33	Crestone Portfolio Entities	55
10.34	[FCS Fisher, Ltd. Transactions	55
10.35	Fee Agreements	55
10.36	Securitization Agreements	55
10.37	Immaterial Entities	56
10.38	Waterfall Restrictions	56
10.39	Wholly Owned Subsidiary Interests	56
10.40	REO Affiliates	56
10.41	Material Portfolio Entities	56

Section 11.	AGENT	56
11.1	Appointment	56
11.2	Nature of Duties	56
11.3	Lack of Reliance	57
11.4	Certain Rights	57
11.5	Reliance	57
11.6	Indemnification	57
11.7	Agent, Individually	58
11.8	Holders of Notes	58
11.9	Resignation	58
11.10	Reimbursement	59

Section 12.	MISCELLANEOUS	59
12.1	Calculations and Financial Data	59
12.2	Amendment and Waiver	59
12.3	Expenses; Indemnification	60
12.4	Benefits of Agreement; Descriptive Headings	61
12.5	Notices, Requests, Demands, etc	63
12.6	Governing Law	63
12.7	Counterparts; Telecopies	63
12.8	Waiver; Remedies Cumulative; Payment of Claims; Full Recourse	63
12.9	Recoveries; Pro Rata Sharing	64
12.10	Jurisdiction	65

12.11	Severability	65
12.12	Right of Set-off	65
12.13	No Third Party Beneficiaries	66
12.14	Survival; Integration	66
12.15	Domicile of Loans	66
12.16	No Usury	66
12.17	Waiver of Jury Trial	67
12.18	Waiver by Borrower	67
12.19	Waiver of Marshaling	67
12.20	Waiver of Claims; Release by Borrower	68
12.21	Confidentiality	68

Section 13.	TEXAS LANGUAGE	68

EXHIBITS

Annex I	Definitions

Exhibit A - Promissory Note
Exhibit B - Report Setting Forth the Computation of the Aggregate Undistributed Funds of all Portfolio Entities.
Exhibit C - Form of Asset Pool Acquisition Certificate
Exhibit D - Eligible Asset Pool
Exhibit E - Permitted Shareholder Agreements/Arrangements
Exhibit F - Net Present Value
Exhibit G - Borrowing Base Certificate
Exhibit H - Notice of Borrowing

LIST OF SCHEDULES

Schedule 2.1 -		Original Principal Amount
Schedule 6C.1 -		Closing Checklist
Schedule 8.12(a) -		Loan; Guaranty Debt
Schedule 8.12(b) -		Guaranty Equivalents
Schedule 8.17 -		Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries
Schedule 8.18 -		Financial Covenants
Schedule 10.1(a) -		Organization of Borrower
Schedule 10.1(d) -		Organization of Each Primary Obligor, Portfolio Entity, Related Entity and Each Other Loan Party
Schedule 10.1(e) -		Shareholder Agreements
Schedule 10.5(a) -		Classes of Stock of Borrower
Schedule 10.5(b) -		Classes of Stock and/or Other Equity Interests Issued by Each Primary Obligor, Each Portfolio Entity and Each Related Entity, the Shareholders and Other Equity Holders
Schedule 10.5(c) -		Options, Warrants and Other Rights to Acquire Stock or Other Equity Interests of Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity and any Other Pledged Entity
Schedule 10.6 -		Fictitious Names
Schedule 10.7 -		Liens Relating to the Collateral
Schedule 10.8 -		Financial Warranty
Schedule 10.9 -		Proceedings
Schedule 10.10 -		Government Contracts
Schedule 10.12 -		Government Permits; Approvals and Consents
Schedule 10.15 -		Defaults under any Indebtedness Instrument
Schedule 10.18 -		Material Adverse Change
Schedule 10.19 -		Indebtedness Existing on the Effective Date
Schedule 10.20 -		Affiliate Notes
Schedule 10.22 -		Affiliates
Schedule 10.23 -		Real Property; Environmental Issues
Schedule 10.26 -		SEC Filings
Schedule 10.28 -		Intellectual Property
Schedule 10.29 -		Compliance with ERISA
Schedule 10.30(b) -		Pledge Agreements and Security Agreements
Schedule 10.33 -		FC Commercial Guaranty in Favor of CFSC
Schedule 10.33(b) -		FC Holdings Line of Credit Material Documents
Schedule 10.33(c) -		Shared Collateral
Schedule 10.35 -		Fee Agreements
Schedule 10.36 -		Securitization Agreements
Schedule 10.37 -		Immaterial Entity
Schedule 10.39 -		Wholly Owned Subsidiary Interests
Schedule 10.40 -		REO Affiliates

Schedule 10.41 -		Material Portfolio Entities
Schedule I - (EE) -		Excluded Entities
Schedule I - (EN) -		Excluded Notes
Schedule I - (MPE) -		Material Portfolio Entity
Schedule I - (PN) -		Pledged Notes
Schedule (PL) -		Permitted Liens
Schedule I - (RE) -		Related Entity

ANNEX I

DEFINITIONS

As used in the Subordinated Delayed Draw Credit Agreement to which this Annex I is annexed, the following terms shall have the meanings herein specified or as specified in the Section of such Loan Agreement or in such other document herein referenced:

“ABL” shall mean American Business Lending, Inc., a Texas corporation.

“ABL Capital Note” shall mean that certain Promissory Note by ABL to the order of Borrower, dated December 15, 2006, in the maximum principal amount of $4,000,000.

“ABL Facility” shall mean that certain Loan Agreement between ABL and Wells Fargo Foothill, LLC, dated as of December 15, 2006, together with the “Loan Documents” as therein defined, as the same may be amended, restated or otherwise modified from time to time with the prior written consent of the Lenders.

“ABL Options” shall mean options, if any, granted to Charles P. Bell, Jr., Chief Executive Officer of ABL, and/or Joseph N. Smith, President of ABL, to purchase up to 8%, respectively, of restricted common stock of ABL, which options may be granted within ten (10) Business Days after the end of the 2007, 2008, 2009 and 2010 Fiscal Years, provided such executives remain officers of ABL at such time.

“Acquired Gateway Loans” shall mean those loans to be acquired by ABL pursuant to the terms of the Gateway Portfolio Purchase Agreement.

“Acquisition Loan” – Section 2.1(b).

“Acquisition Price” with respect to any Asset Pool means the purchase price to be paid to the seller of the Asset Pool by the Portfolio Entity acquiring such Asset Pool for the acquisition of all rights to all property included in such Asset Pool plus transaction costs relating to the acquisition of such Asset Pool of up to 2% of the purchase price of such pool; provided that with respect to an Asset Pool that consists of one or more loans originated by the Crestone Portfolio Entity, Acquisition Price shall mean the principal balance of the loan originated by the Crestone Portfolio Entity plus transaction costs relating to the origination of such Asset Pool of up to 2% of the principal balance of that Asset Pool.

“Adverse Waterfall Event” shall mean with respect to any Portfolio Entity owning more than one Asset Pool or Assets in addition to those contained in its initial Asset Pool, that any lender to such Portfolio Entity has for any reason diverted (whether to make up for a shortfall with respect to any other pool or asset or otherwise) any portion of collections from any Asset Pool of such Portfolio Entity to a different asset or asset pool (or waterfall with respect thereto) of such Portfolio Entity or otherwise subsidized any other such asset or asset pool with collections from any Asset Pool or otherwise restricted distributions from, or reduced waterfall

amounts arising from, collections of any Asset Pool on account of any condition or occurrence other than a condition or occurrence arising directly from such Asset Pool.

“Affected Interest Period” – Section 3.6(a).

“Affected Lender” – Section 3.6(b).

“Affiliate” shall mean any Person (i) in which Borrower and/or any Parent, individually, jointly and/or severally, now or at any time or times hereafter, has or have an equity or other ownership interest equal to or in excess of twenty–five percent (25%) of the total equity of or other ownership interest in such Person; and/or (ii) which directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with Borrower; and/or (iii) any officer or director of Borrower or any Primary Obligor. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Stock, by contract or otherwise, and in any case shall include direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote, 25% or more of the outstanding shares of any class of capital stock of such Person (or in the case of a Person that is not a corporation, 25% or more of any class of equity interest). Notwithstanding the foregoing, none of the Harbor Debtors shall be deemed to be an Affiliate for the purposes of this Agreement other than Section 8.20.

“Agent” – introductory paragraph.

“Aggregate Net Present Equity Value” shall mean the sum of the Net Present Equity Value of each Portfolio Entity (for clarification, expressly excluding the New Ventures which are not Portfolio Entities) (after giving effect, in the case of a Borrowing Base Certificate delivered contemporaneously with a Notice of Borrowing, to an applicable Eligible Portfolio Entity’s acquisition of an Asset Pool with proceeds of the related Acquisition Loan, or, with respect to an Asset Pool that consists of one or more Assets originated by a Crestone Portfolio Entity, to the Crestone Portfolio Entity’s origination of an Asset Pool with proceeds of the related Acquisition Loan).

“Aggregate Undistributed Funds” shall mean, on any date of determination, the sum of the amounts determined by multiplying (i) the FC Percentage of each Portfolio Entity, times (ii) the amount of funds held by such Portfolio Entity (which for purposes of this definition shall include the operating funds of the general partner of any limited partnership which is the Portfolio Entity) which are not (w) held in a lockbox account, nor (x) held by such Portfolio Entity for the payment (a) of indebtedness to a Permitted Portfolio Company Creditor of such Portfolio Entity due within the next 30 days or (b) Portfolio Protection Expenses, nor (y) retained by such Portfolio Entity to satisfy a leverage covenant imposed thereon by the Permitted Portfolio Company Creditor thereof pursuant to a covenant under a loan agreement between such creditor and such Portfolio Entity as in effect on the Execution Date, of which Agent has been given written notice, nor (z) held by ABL or any New Venture.

“Agreement” or “Loan Agreement” shall mean this Subordinated Delayed Draw Credit Agreement, as it may from time to time be amended, extended, restated, supplemented or otherwise modified.

“Applicable Indebtedness” of any Person shall mean all Indebtedness of such Person, including, without limitation, as to Borrower, the RAL, other than trade payables incurred in the ordinary course of business which are not evidenced by an Indebtedness Instrument.

“Applicable Margin” shall mean, for each period from and including each Payment Date to but excluding the following Payment Date, 3.00% for Base Rate Loans and 5.00% for LIBOR Loans.

“Applicable Portfolio Percentage” shall mean, with respect to the Acquisition Price of any Asset Pool, the percentage of outstanding shares of stock, membership interests, or partnership interests (as the case may be) or, in the case of a non–U.S. entity, similar equity interests, issued to the Borrower or directly or indirectly to the Primary Obligors by the Portfolio Entity acquiring such Asset Pool.

“Approved Portfolio Leverage Arrangement” shall mean (i) each borrowing arrangement between a Portfolio Entity and a financial institution existing as of the Effective Date and (ii) each future borrowing arrangement between a Portfolio Entity and a financial institution on terms and conditions reasonably satisfactory to Agent (as indicated in writing by Agent). Without limiting the scope of Agent’s discretion pursuant to the preceding sentence, (i) no borrowing arrangement shall be deemed an Approved Portfolio Leverage Arrangement if such arrangement cross–defaults to a credit arrangement of any other Portfolio Entity or contains any provisions which would in any way restrict, reduce or prohibit distributions by a Portfolio Entity on account of any event or condition with respect to any Affiliate of such Portfolio Entity; and (ii) references herein to an Approved Portfolio Leverage Arrangement shall be limited to such borrowing arrangements governed by the terms of the loan agreement and other documents in the form delivered to Agent at the time such arrangements were approved by Agent, as amended, supplemented or otherwise modified with the written consent of Agent.

“ASDM” shall mean Asset Servicing de Mexico S.A. de C.V.

“Asset” shall mean any real, personal and intangible property of a Person, including, without limitation, accounts, chattel paper, contract rights, letters of credit, instruments and documents, equipment , general intangibles, inventory, leases, options, licenses, real property, and Equity Interests issued by any other Person whether now existing or hereafter acquired or arising.

“Asset Pool” shall mean (x) in connection with the acquisition thereof by an Eligible Portfolio Entity or the origination of an Asset by a Crestone Portfolio Entity, a portfolio of loans or one or more Assets described in an Asset Pool Acquisition Certificate, and (y) in all other contexts, all Assets of a Portfolio Entity.

“Asset Pool Acquisition Certificate” shall mean a certificate from an Executive Officer of Borrower in the form of Exhibit C to the Agreement, to which is attached (as contemplated by the form of such certificate) the asset purchase agreement relating to the Assets proposed to be purchased, and, if not previously provided to Agent or if amended, restated or otherwise modified since previously provided, the Charter Documents for the purchasing Portfolio Entity and any Shareholders Agreement entered into or proposed to be entered into by the holders of the Equity Interests of such Portfolio Entity; provided that with respect to any Crestone Portfolio Entity, the certificate may relate to the origination of an Asset in which case Borrower shall provide such other documentation requested by Agent related to the Asset.

“Associate”, when used to indicate a relationship with a Person, shall mean (i) another Person (other than a Loan Party or a Subsidiary thereof) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person or an immediate member of his family serves as trustee or in a similar capacity, and (iii) any relative or spouse of such Person or any relative of such spouse.

“Auditors” shall mean KPMG LLP or other independent certified public accountants of recognized standing selected by Borrower and satisfactory to Agent.

“Base Rate” shall mean, for any day, the higher of (x) the fluctuating interest rate per annum, in effect from time to time, established by Bank of Scotland in New York as its base, prime or reference rate for U.S. domestic commercial loans in Dollars, or (y) the Federal Funds Rate in effect on such day plus 0.5%. Any change in the interest rate resulting from a change in the Base Rate shall be effective as of the opening of business on the day on which such change becomes effective; it is understood and agreed that the aforesaid rates and the Base Rate are reference rates only and do not necessarily represent the lowest or best rate actually charged to any customer.

“Base Rate Loan” shall mean any Loan during any period that it bears interest determined by reference to the Base Rate.

“Basle Laws” – Section 3.4.

“Borrower” – introductory paragraph.

“Borrower Pledge Agreement” shall mean the Pledge Agreement (Stock and Debt) made by Borrower in favor of the Collateral Agent dated as of the date hereof delivered pursuant to Section 6 and each other pledge agreement with respect to shares of stock or affiliate indebtedness from time to time hereafter delivered by Borrower in respect of the Obligations, as each such agreement may be from time to time amended, extended, restated, supplemented or otherwise modified.

“Borrowing Base” shall mean, as of any date of calculation an amount equal to, the sum of (A) the Traditional Borrowing Base plus (B) the New Ventures Borrowing Base.

“Borrowing Base Availability” shall mean, as of any computation date, an amount equal to the sum of (A) 80% of the Traditional Borrowing Base in effect on such date plus (B) 90% of the New Ventures Borrowing Base in effect on such date less (C) Total Outstandings under the RAL.

“Borrowing Base Certificate” shall mean a certificate, in the form attached as Exhibit G hereto, of the CFO of Borrower setting forth the Borrowing Base and showing the computation thereof in reasonable detail.

“Borrowing Date”– Section 2.2.

“Business Day” shall mean any day that is not a Saturday, Sunday or legal holiday in the State of New York, the State of Texas, the State of Connecticut (or any other State where the CFCCA is maintained) or a day on which banking institutions chartered by the State of New York, the State of Texas, the State of Connecticut (or any other State where the CFCCA is maintained) or the United States are legally required or authorized to close, and, when used in connection with LIBOR, means any such Business Day which is also a day on which deposits in Dollars may be dealt in on the London interbank market.

“Capital Expenditures” shall mean, with respect to any Person, all expenditures by such Person which should be capitalized in accordance with GAAP, including all such expenditures with respect to fixed or capital Assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with GAAP) and the amount of obligations under Capitalized Leases incurred by such Person.

“Capitalized Lease” shall mean any lease which is, or is required under GAAP to be, capitalized on the balance sheet of the lessee at such time, and “Capitalized Lease Obligation” of any Person at any time shall mean the aggregate amount of rental expenses which is, or is required under GAAP to be, capitalized on the books of such Person under Capitalized Leases.

“Cash Collateral Account-Servicing” shall mean the account at the Depositary specified in the Cash Collateral Agreement-Servicing and in the letter agreement between the Collateral Agent and the Depositary relating thereto or such other account, if any, which is specified in a cash collateral agreement (in form and substance satisfactory to Agent) between FC Servicing and Collateral Agent and letter agreement (in form and substance satisfactory to the Collateral Agent) between the Collateral Agent and the depositary bank with respect to such other account.

“Cash Collateral Agreement” shall mean the Collateral Assignment of Account (Cash Flow Cash Collateral Account), dated as of even date herewith, made by Borrower in favor of the Collateral Agent, as such agreement may be from time to time amended, extended, restated, supplemented or otherwise modified.

“Cash Collateral Agreement-Servicing” shall mean the Collateral Assignment of Account (FC Servicing), dated as of even date herewith, made by Borrower in favor of the Collateral Agent, as such agreement may be from time to time amended, extended, restated, supplemented or otherwise modified.

“Cash Flow Cash Collateral Account” and “CFCCA” shall mean the account at the Depositary specified by account number in the Cash Collateral Agreement and in the letter agreement between the Collateral Agent and the Depositary relating thereto or such other account, if any, which is specified by account number in a cash collateral agreement (in form and substance satisfactory to Agent) between Borrower and Collateral Agent and letter agreement (in form and substance satisfactory to the Collateral Agent) between the Collateral Agent and the depositary bank with respect to such other account.

“Certified Error Certificate” shall have the meaning set forth in the form of Waterfall Certificate approved by Agent prior to the first Borrowing Date of Acquisition Loans under this Agreement (as the form of certificate constituting the “Waterfall Certificate” for the purposes of this Agreement may be from time to time amended, supplemented, restated or otherwise modified).

“CFO”, as to any Loan Party shall mean such Loan Party’s chief financial officer.

“Charges” shall mean all national, Federal, state, county, city, municipal and/or other governmental (or any instrumentality, division, agency, body or department thereof, including without limitation the PBGC) taxes, levies, assessments, charges, liens, claims or encumbrances upon and/or relating to the Obligations, a Person’s Assets, a Person’s business, a Person’s ownership and/or use of any of its Assets, a Person’s income and/or gross receipts and/or a Person’s ownership and/or use of any of its Assets.

“Charter Document” shall mean (i) with respect to a corporation: its certificate or articles of incorporation or association and its by–laws or comparable documents under non–US laws; (ii) with respect to a partnership: its partnership agreement, certificate of partnership (if a limited partnership) and its certificate of doing business under an assumed name (if a general partnership); (iii) with respect to a trust, its trust agreement or declaration of trust; and (iv) with respect to a limited liability company, its certificate of formation and operating agreement or analogous documents; in each case, with such other similar documents as Agent shall request or specify.

“Closing Checklist” shall mean the Closing Checklist in the form of Schedule 6C.1 to the Agreement.

“Closing Office” shall mean the office of Agent at 565 Fifth Avenue, New York, New York 10017 or such other office as may be designated in writing to Borrowers by Agent.

“Closing Office Time” shall mean the local time in effect at the Closing Office.

“Code” shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.

“Collateral” – Section 10.30.

“Collateral Agent” shall mean Agent in its capacity as agent under one or more of the Security Documents and its successor and assigns (Agent, in such capacity, being sometimes referred to herein and in other Loan Documents as the “Collateral Agent” and sometimes as the “Agent”).

“Commitment Commission” – Section 4.2.

“Commitment Period” shall mean the period from the Effective Date to and including the Maturity Date.

“Commitments” shall mean the Total Loan Commitment.

“Consolidated Group” shall mean Borrower and its consolidated Subsidiaries, other than the Harbor Debtors.

“Crestone Facility” shall mean a $20 million line of credit to be provided by FirstCity Denver Investment Corp. to FC Crestone 07 Corp. or other Crestone Portfolio Entities to be used exclusively for the acquisition and origination of Assets and payment of expenses related to those Assets which is to be secured by a first priority lien on all assets of the Crestone Portfolio Entities and a $2 million line of credit to be provided by FirstCity Denver Investment Corp. to FirstCity Crestone LLC to be used exclusively for working capital purposes.

“Crestone Notes” shall mean the promissory notes issued from time to time under the Crestone Facility, as the same may be amended, restated or otherwise modified from time to time with the prior written consent of the Lenders.

“Crestone Portfolio Entity” shall mean FC Crestone 07 Corp. and any other entity organized by FirstCity Denver Investment Corp, for the purpose of originating or acquiring Assets.

“Cumulative Current Recovered and Projected Collections” shall mean, at any date of determination, an amount equal to the sum of (x) the aggregate amount of all cash previously collected on Assets described in Final NPV Pool Certificates delivered in connection with Asset Pools acquired on or after January 1, 2004, plus (y) all reasonably anticipated future collections on such Assets.

“Cumulative Original Projected Collections” shall mean an amount equal to the sum of all anticipated future collections on all Assets described in Final NPV Pool Certificates delivered in connection with Asset Pools acquired on or after January 1, 2004, as projected at the time of the delivery of, and as set forth in, all such Final NPV Pool Certificates.

“Deemed Disbursement” – Section 2A.6.

“Deemed Disbursement Account” – Section 2A.6.

“Default” shall mean any event which with notice or lapse of time, or both, would become an Event of Default.

“Depositary” shall mean Bank of America, N.A.

“Disbursement” – Section 2A.4(b).

“Disbursement Date” – Section 2A.4(a).

“Disclosure Restriction” – Section 7.1 (m).

“Dividend” – Section 8.11.

“Dollars”, “U.S. $”, “$” and “U.S. dollars” shall mean the lawful currency of the United States of America.

“EBITDA” for any period, shall mean net income (excluding extraordinary and non–recurring items, including those which are non–cash in nature) for such period plus (i) all interest expense, plus (ii) income tax expenses, plus (iii) depreciation and amortization (including amortization of any goodwill or other intangibles), minus or plus (iv) without duplication, gains and losses attributable to any sale of Assets not in the ordinary course of business, plus or minus (v) any other non–cash charges or gains which have been subtracted or added in calculating such net income other than gains on asset–securitizations and loan loss provision charges.

“Effective Date” – Section 6.

“Eligible Asset Pool” shall mean an Asset Pool, to be acquired by a Portfolio Entity from an Eligible Seller for an all cash purchase price, which (unless Agent in its discretion otherwise consents in writing) conforms in every respect with the requirements of Exhibit D to the Agreement; provided that (a) with respect to ABL the requirements of items 2 and 5 of Exhibit D shall not apply, and (b) with respect to a Crestone Portfolio Entity, that any Asset Pool which is an Asset originated by the Crestone Portfolio Entity is not subject to the requirement that the Asset Pool be acquired from an Eligible Seller or that the Eligible Asset Pool conform in any respect with the requirements of items 1(c), 2 and 5 of Exhibit D to the Agreement.

“Eligible Portfolio Entity” shall mean a partnership, corporation, trust, or limited liability company or, if not formed in the United States, a similar foreign organized entity which is a Portfolio Entity of which (i) if such Portfolio Entity is a US Person, not less than 50% of each class of Equity Interests is owned directly or indirectly by Borrower or a Primary Obligor, (ii) no Equity Interests thereof owned directly or indirectly by Borrower or a Primary Obligor are pledged to any Person other than Agent, for the benefit of the Lenders, provided that the Equity Interests of a Crestone Portfolio Entity may be pledged to secure the Crestone Facility, so long as the Crestone Notes and documents securing the Crestone Facility are assigned to Agent to secure the obligations of Borrower herein, (iii) the Charter Documents and Shareholder Agreements result in Permitted Shareholder Arrangements, (iv) which has no Indebtedness other than Indebtedness under an Indebtedness Instrument (a) pursuant to Approved Portfolio Leverage Arrangements, or with respect to ABL, the ABL Facility, (b) incurred to pay development expenses related to real estate, or (c) loaned to it by the owners of the Equity Interests of the

Portfolio Entity to pay Property Improvement Expenses, and (vi) in respect of which no Disclosure Restriction exists.

“Eligible Seller” shall mean (i) a seller of an Asset Pool which is selling an Asset Pool the loans of which were originated in the United States (or a possession thereof) or (ii) a Non–US Seller which is selling an Asset Pool the loans of which were originated in Argentina, Brazil, Chile, France, Germany, Italy, Mexico, the United Kingdom, or Uruguay.

“Environmental Laws” shall mean all laws, common law, statutes, rules and regulations, and all judgments, decrees, franchises, orders or permits, issued, promulgated, approved or entered thereunder by any Government Authority relating to pollution or protection of the environment or occupational health and safety, including, without limitation, those relating to emissions, discharges, releases or threatened releases of any waste, pollutant, chemical, hazardous material, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum–derived substance or waste, or any constituent of any such pollutant material, substance or waste, into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any waste, pollutant, chemical, hazardous material, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum–derived substance or waste.

“Equity Interests” shall mean any equity interests issued by any Person, including, without limitation, Stock (including, without limitation, common stock and preferred stock), partnership interests or limited liability company interests, any other securities convertible into, or exercisable for, any of the foregoing or other securities of such Person, and options and warrants or other rights to acquire any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any Person which is from time to time a member of a controlled group or a group under common control with any Loan Party within the meaning of Sections 414(b), 414(c), 414(m) or 414(o) of the Code or Section 4001(a)(14) of ERISA.

“European Acquisition Entity” shall mean a Foreign Portfolio Entity which has acquired Assets that originated in Europe.

“Event of Default” shall mean each of the Events of Default defined in Section 9.

“Excluded Entities” shall mean each Person listed on Schedule I–(EE).

“Excluded Notes” shall mean those notes listed on Schedule I–(EN).

“Execution Date” shall mean the date on which all parties to this Agreement shall have signed a copy this Agreement (whether the same or different copies) and shall have delivered the same to Agent.

“Executive Officer” shall mean the President of Borrower, the CFO of Borrower or any Senior Vice President of Borrower.

“Extraordinary Transaction” shall mean (i) a sale, conveyance, lease, or other transfer by Borrower, any Primary Obligor, or any Related Entity of any of its Assets (other than any Equity Interest in a Portfolio Entity or REO Affiliate), not in the ordinary course of its business; (ii) a sale, conveyance, lease, or other transfer by any Portfolio Entity of a substantial portion of its Assets for any consideration other than cash; (iii) any sale, conveyance or other transfer of any Indebtedness owed to a Related Entity by Borrower, a Primary Obligor or any Affiliate of such Related Entity and any sale, conveyance or other transfer of Indebtedness (regardless of by whom owed) by Borrower or any Primary Obligor other than pursuant to a Security Document; (iv) the issuance of any Equity Interests by Borrower, any Primary Obligor or any Related Entity other than the issuance of Equity Interests by a Related Entity upon formation thereof where the capital raised by such issuance is used for the acquisition of portfolio Assets; and (v) receipt of proceeds by Borrower or any Primary Obligor of a settlement or payments received from litigation, excluding any such proceeds or payments payable to FC Servicing and/or its Subsidiaries in its capacity as servicer and collector of debt portfolios.

“Facility Fee” – Section 4.1.

“FCBLC” shall mean FirstCity Business Lending Corporation, a Texas corporation.

“FC Capital” shall mean FC Capital Corp., a New York corporation.

“FC Commercial” shall mean FirstCity Commercial Corporation, a Texas corporation.

“FC Commercial Real Property Financing Loan” shall mean (i) that certain loan in an original principal amount not in excess of $16,000,000 made by FC Commercial to RKS Texas Investments, L.P. on or about October 13, 2006 and (ii) that certain loan in an original principal amount not in excess of $3,500,000 made by FC Commercial to RKS Texas Investments, L.P. on or about February 26, 2007.

“FC Europe” shall mean FirstCity Europe Corporation, a Texas corporation.

“FC Holdings” shall mean FirstCity Holdings Corporation, a Texas corporation.

“FC Holdings Real Property Financing Loans” shall mean (i) the FCS Fischer Loan, and (ii) FCS Lancaster Loan.

“FC International” shall mean FirstCity International Corporation, a Texas corporation.

“FC Mexico” shall mean FirstCity Mexico, Inc., a Texas corporation.

“FC Percentage” (x) with respect to any Portfolio Entity or any other Person shall mean the percentage of outstanding shares of stock, limited liability company interests or partnership interests (or, in the case of a non–US entity, similar equity interests) of such Portfolio Entity or Person owned directly or indirectly by Borrower, (y) with respect to any Asset Pool or any Asset

owned by any Portfolio Entity, the FC Percentage with respect to such Portfolio Entity, and (z) with respect to any Asset Pool or any Asset owned by any REO Affiliate, the FC Percentage of the Portfolio Entity which is the parent of the REO Affiliate.

“FC Servicing” shall mean FirstCity Servicing, Inc., a Texas corporation.

“FCS Fischer Loan” shall mean that certain loan amended on December 29, 2006, having a balance consisting of principal, capitalized interest and accrued interest as of December 26, 2006, not in excess of $5,098,798.05 made by FC Holdings to FCS Fischer, Ltd.

“FCS Lancaster Loan” shall mean that certain loan in an original principal amount not in excess of $2,200,000.00 made by FC Holdings to FCS Lancaster, Ltd. on or about December 29, 2005.

“Federal Funds Rate” shall mean the rate of interest charged by banks with excess reserves at a Federal Reserve district bank to banks needing overnight loans to meet reserve requirements.

“Fee Agreements” shall mean any partnership agreement, management agreement, consulting agreement, or other agreement pursuant to which Borrower, any Primary Obligor or any Related Entity is to be paid fees, distributions, allocations, expense reimbursements, consideration, salary or other compensation in consideration for providing management, personnel or services, in any form whatsoever, from any Affiliate or from any other Person. Services to be rendered under Fee Agreements may include, but not be limited to consulting, collecting revenues, paying operating expenses not paid directly by others, and providing clerical and bookkeeping services.

“Final Asset Pool Acquisition Certificate” with respect to an Asset Pool at any time, shall mean the Asset Pool Acquisition Certificate with respect to such Asset Pool or, if such Asset Pool Acquisition Certificate has been supplemented or revised, the last supplement or revision of such Certificate.

“Final NPV Pool Certificate” with respect to any Asset Pool shall mean a certificate in a form approved by Agent prior to the first Borrowing Date of Acquisition Loans under this Agreement which sets forth the anticipated cash flows and Net Present Value of each Asset included in such Asset Pool and lists each item of collateral for any Asset in such Asset Pool.

“Financial Statements” shall mean, with respect to any Person, the statement of financial position (balance sheet) and the statement of earnings, cash flow, and stockholders’ (or partners’ or members) equity of such Person.

“First Amendment to ABL Facility” shall mean that certain First Amendment to Loan Agreement dated as of February 27, 2007, between ABL, as borrower, and Wells Fargo Foothill, LLC, as Lender, which provides for an increase of the maximum credit line under the facility to $40,000,000.00 with the increase to be used for financing of the acquisition of and which will be secured by the Acquired Gateway Loans.

“First B” shall mean First B Realty L.P., a Texas limited partnership.

“First X” shall mean First X Realty L.P., a Texas limited partnership.

“Fiscal Year” shall mean each January 1 to December 31 period. “Fiscal Year” followed by a year means the Fiscal Year with its Fiscal Year–End in such calendar year.

“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.

“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.

“Foreign Portfolio Entity” shall mean a Portfolio Entity domiciled in or with a principal place of business in a country other than the United States or which has acquired Assets originating outside of the United States.

“Funding Date” shall mean each date on which an Acquisition Loan was made.

“GAAP” shall mean generally accepted accounting principles (as promulgated by the Financial Accounting Standards Board or any successor entity) in the United States provided, that when with respect to a Person which is not a US Person, GAAP shall mean the equivalent in such Person’s jurisdiction of organization.

“Gateway Portfolio Purchase Agreement” shall mean that certain SBA Loan Portfolio Purchase Agreement dated as of December 21, 2006 (as amended or modified from time to time), by and among ABL, as purchaser, and State Bank, a Texas banking association, Gateway National Bank, a national banking association, and GNB Financial, n.a., a national banking association, as sellers, pursuant to which ABL is acquiring from Prosperity Bank, as successor in interest by merger to each of State Bank, Gateway National Bank, and GNB Financial, n.a., all of the loans identified in that purchase agreement.

“Government Authority” shall mean any nation or government, any state or political subdivision thereof, any agency, authority, regulatory body, bureau, central bank, commission, department or instrumentality of any of the foregoing or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantor” shall mean each Primary Obligor and any other Person which is a guarantor under any Guaranty.

“Guaranty” shall mean any one or more of the guaranties delivered pursuant to Section 6 and each other guaranty agreement delivered in respect of the Obligations, as each such

agreement may be from time to time amended, extended, restated, supplemented or otherwise modified.

“Guaranty Equivalent” shall mean any agreement, document or instrument pursuant to which a Person directly or indirectly guarantees, becomes surety for, endorses, assumes, agrees to indemnify the obligee of any other Person against, or otherwise agrees, becomes or remains liable (contingently or otherwise) for, such obligation, other than (i) by endorsements of instruments in the ordinary course of business or (ii) indemnification of sellers of assets related to breaches of confidential agreements and obligations related to performance of purchase and sale agreements in the conduct of the Asset acquisition business. Without limitation, a Guaranty Equivalent shall be deemed to exist if a Person agrees, becomes or remains liable (contingently or otherwise), directly or indirectly: (i) to purchase or assume, or to supply funds for the payment, purchase or satisfaction of, an obligation; (ii) to make any loan, advance, capital contribution or other investment in, or a purchase or lease of any property or services from, a Person; (iii) to maintain the solvency of such Person; (iv) to enable such Person to meet any other financial condition; (v) to enable such Person to satisfy any obligation or to make any payment; (vi) to assure the holder of an obligation against loss; (vii) to purchase or lease property or services from such Person regardless of the non–delivery of or failure to furnish of such property or services; or (viii) in respect of any other transaction the effect of which is to assure the payment or performance (or payment of damages or other remedy in the event of nonpayment or nonperformance) of any obligation.

“Harbor Debtors” shall mean, collectively, (i) Harbor Financial Mortgage Corp., (ii) NAF, Inc. (f/k/a New America Financial, Inc.), (iii) Hamilton Financial Services Corp., (iv) Community National Mortgage Corp., (v) CalCap, Inc. and (vi) Harbor Financial Group, Inc, and any Subsidiary of such Person.

“Immaterial Entity” shall mean each Person listed on Schedule 10.37; provided, that if any such Person engages in business or has assets with an aggregate fair market value of $100,000 or more, such Person shall cease to constitute an Immaterial Entity.

“Incidental Equity Interests” shall mean Equity Interests in a Person acquired by a Portfolio Entity or Related Entity in settlement of collection of an asset in the portfolio of such Portfolio Entity or Related Entity if such Equity Interests so acquired (i) constitute Equity Interests in a Person engaged in a business unrelated to the business of the Consolidated Group and such Person is not Borrower or an Affiliate of Borrower or a Person in which or in an Affiliate of which any other Equity Interest is owned by Borrower, any Primary Obligor or any Related Entity at the time such Equity Interest is so acquired; and (ii) have a value of less than $500,000.

“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.

“Indebtedness Instrument” shall mean any note, mortgage, indenture, chattel mortgage, deed of trust, loan agreement, hypothecation agreement, Guaranty Equivalent, pledge agreement, security agreement, financing statement or other document, instrument or agreement evidencing or securing the payment of or otherwise relating to the borrowing of monies, including, without limitation, the RAL. Indebtedness Instruments shall include, but not be limited to the Loan Documents.

“Indemnified Party” – Section 12.3.

“Interest Coverage” shall mean, for any period, total interest expense (including that attributable to Capital Leases under GAAP) of the Consolidated Group on a consolidated basis determined in accordance with GAAP.

“IRS” shall mean the Internal Revenue Service of the United States.

“Issuance Request” – Section 2A.1.

“Issuer” shall mean the BoS (USA) Inc. in its capacity as a Lender hereunder and not in its capacity as Agent. References to the Lenders in this Agreement and the other Loan Documents (when used to refer to BoS (USA) Inc.) shall (without duplication) include such Lender as Issuer.

“Latin American Acquisition Entity” shall mean a Foreign Portfolio Entity which has acquired Assets that originated in a Latin American country.

“Legal Requirements” shall mean, with respect to any Person, all laws, common law, statutes, rules and regulations of any Government Authority to which such Person or any of its assets is subject or any judgment, decree, franchise, order or permit of any Government Authority applicable to such Person or any of its assets.

“Lender Assignee” – Section 12.4(a).

“Lenders” – introductory paragraph.

“LIBOR” shall mean, for each applicable Interest Period, (x) the per annum rate of interest at which U.S. Dollar deposits in the amount of the outstanding principal balance of the Loan are or would be offered for such applicable Interest Period in the London interbank market at 11:00 A.M. London time two Business Days prior to the start of such applicable Interest Period as published by the British Bankers’ Association as the “Interest Settlement Rate” for such period, divided by (y) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including without limitation any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in the United States in respect of such funding or liabilities.

“LIBOR Interest Determination Date” shall mean the date as of which LIBOR is determined, which shall be two Business Days prior to the commencement of a LIBOR Interest Period.

“LIBOR Interest Period” shall mean, with respect to each LIBOR Loan, the interest period applicable pursuant to Section 3.9(a) hereof.

“LIBOR Loan” shall mean any Loan during any period that it bears interest determined by reference to LIBOR.

“Lien” shall mean any mortgage, deed of trust, security deed, pledge, security interest, encumbrance, lien or other charge of any kind or any other agreement or arrangement having the effect of conferring security (including any agreement to give any of the foregoing, any assignment or lease in the nature thereof, and any conditional sale or other title retention agreement), any lien arising by operation of law, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction (or any similar or comparable law of any jurisdiction that has not enacted the Uniform Commercial Code).

“Loan(s)” – Section 2.1(a) or, in the context of the RAL, Loans under the RAL.

“Loan Commitment” shall mean as to each Lender, the amount set forth opposite its name on Schedule 2.1 under the heading “Loan Commitment” as such amount may be modified by the provisions of any Transfer Supplement from time to time entered into and as the same may from time to time be reduced or terminated pursuant to Section 2.8(b) , Section 9 or any other Section of the Agreement.

“Loan Documents” shall mean, individually and collectively, this Agreement, the Notes, the Guaranties, the Pledge Agreements, the Security Agreements, the other Security Documents and all other instruments and agreements heretofore or from time to time hereafter executed by or on behalf of Borrower, any Primary Obligor, any Related Entity or any other Loan Party in connection herewith or therewith, in each case as amended, extended, restated, supplemented or otherwise modified from time to time. Without limiting the generality of the foregoing, each

amendment to (or constituting part of) this Agreement or any other Loan Document and each instrument and agreement (including, without limitation, consents or waivers, but excluding any amendment, consent or waiver executed prior to the Effective Date) executed in connection with any Loan Document shall be deemed to be a Loan Document for all purposes of the Agreement and the other Loan Documents.

“Loan Party” shall mean, individually and collectively, Borrower and each Primary Obligor and each other Person which has executed any Security Document as a pledgor or grantor of collateral thereunder.

“Loans Outstandings” as of any particular date shall mean the aggregate outstanding principal amount of Loans as of such date in Dollars.

“LTV Ratio” shall mean as of any date of determination the ratio of Total Outstandings to the Borrowing Base as of such date.

“Majority Lenders” as of a particular date shall mean the holders of at least 51% of the aggregate unpaid principal amount of all Loans at the particular time outstanding or, if no Loans are then outstanding, Lenders whose Commitments aggregate at least 51% of the Total Commitment.

“Management Letter” shall mean any correspondence or report submitted by the Auditors to a Loan Party’s chief executive officer, its Board of Directors or any committee thereof containing comments and suggestions concerning a Loan Party’s accounting procedures and systems based upon the work done by the Auditors during their annual or other audit.

“Material Adverse Change” shall mean a material adverse change in (i) the business, properties, operations, prospects or condition (financial or otherwise) of Borrower, the Primary Obligors, Portfolio Entities and the Related Entities, taken as a whole or (ii) the ability of Borrower or any other Loan Party to perform, or of Agent to enforce, any of the Obligations.

“Material Adverse Effect” shall mean an effect that would result in a Material Adverse Change.

“Material Portfolio Entity” shall mean each Portfolio Entity, each Person listed on Schedule I–(MPE) and each other Portfolio Entity (other than a Foreign Portfolio Entity) with a Net Present Equity Value of $5,000,000 or more. Each such Person, which at any time constitutes a Material Portfolio Entity shall continue to constitute a Material Portfolio Entity until the time (if any) when Borrower sends to Agent written notice (a “Redesignation Notice”) executed by an Executive Officer of Borrower certifying, as to such Person that the Net Present Equity Value of such Person (the “Subject MPE”) is below $5,000,000 and has been below $5,000,000 for the preceding period of 90 consecutive days or more, and requesting that such Subject MPE no longer constitute a Material Portfolio Entity. Provided that Borrower provides such additional information, if any, that Agent may request with respect to such Subject MPE and that Agent has not given Borrower notice that it disputes such redesignation of such Subject MPE within 30 days after receiving such Redesignation Notice or, if later, within 30 days after

Agent received additional information (if any) requested by it with respect to such requested redesignation, the Subject MPE shall cease to constitute a Material Portfolio Entity (until, the time, if any, that such Subject MPE again satisfies the criteria applicable to Material Portfolio Entities).

“Maturity Date” shall mean November 12, 2010.

“MCS” shall mean MCS et Associes S.A.

“Minn Servicing” shall mean FirstCity Serving of Minnesota, Inc.

“Multiemployer Plan” shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 3(37) of ERISA and to which any Loan Party or any ERISA Affiliate of either Borrower contributes or has been obligated to contribute.

“Net Collections” with respect to a Portfolio Entity for any applicable period shall mean the gross aggregate amount received during such period by the Portfolio Entity on account of the Assets of the Portfolio Entity (including, in addition, amounts received by any REO Affiliate of such Portfolio Entity) or collateral therefor, and including amounts received on account of such Assets prior to the commencement of such period which were paid to or for the benefit of such Portfolio Entity during such period, reduced by (a) amounts which were paid directly to the Permitted Portfolio Company Creditor of such Portfolio Entity under an Approved Portfolio Leverage Arrangement or amounts which were remitted to such Creditor, in either case pursuant to the requirements of such Approved Portfolio Leverage Arrangement, which, in any such case, have not been released by such Creditor to (or for the benefit of) such Portfolio Entity (and/or any REO Affiliate thereof), (b) servicing fees, custodial fees and lockbox bank fees related to such Assets paid by such Portfolio Entity during such period, (c) escrow payments or deposits made by any obligor related to an Asset, (d) reasonable accounting and legal fees paid by the Portfolio Entity related to the operation of the Portfolio Entity, and (e) Portfolio Protection Expenses related to the Assets of the Portfolio Entity or its related REO Affiliate.

“Net Present Equity Value” shall mean, with respect to any Person other than ABL, the amount determined by multiplying (x) the FC Percentage in respect of such Person and (y) the amount by which (A) the Net Present Value of the Assets of such Person exceeds (B) the sum of (i) outstanding Indebtedness of such Person under any Approved Portfolio Leverage Arrangements and (ii) indebtedness for money borrowed by, or for any monetary judgment rendered against, such Person; in the case of the determination of the Net Present Equity Value of an REO Affiliate the outstanding Indebtedness of the REO Owner under any Approved Portfolio Leverage Arrangements shall be allocated proportionately between the REO Affiliate and the REO Owner; provided, however, with respect to ABL, “Net Present Equity Value” shall mean an amount equal to (A) the sum of (i) the unpaid principal amount payable to Borrower under the ABL Capital Note, plus (ii) provided FCBLC shall hold all preferred stock issued by ABL, the sum of the FC Percentage of the amount of capital contributions paid in cash to ABL for the common stock of ABL, and the amount of capital contributions paid in cash to ABL for preferred stock of ABL, plus (iii) retained earnings, if any, minus (B) the sum of (i) accumulated deficit, if any, plus (ii) the sum of the book values, determined in accordance with GAAP, of the

SBA License, servicing rights, furniture, fixtures and equipment and prepaid expenses, as reflected on the most recent balance sheet of ABL, plus (iii) all fees, costs and expenses payable by ABL (including, without limitation, any fees, costs and expenses of Wells Fargo Foothill, LLC which must be reimbursed or otherwise paid by ABL) in connection with the negotiation, execution and delivery of the ABL Facility, and including, without limitation, the closing fee payable thereunder, plus (iv) such other reserves as Agent shall from time to time deem, in good faith to be appropriate, which is not otherwise taken into account in determining the Net Present Equity Value of ABL.

“Net Present Value” as to any Asset or Asset Pool, the net present value of all reasonably projected future collections from such Asset(s) reduced by reasonable and necessary collection expenses and discounted using the “ASR NPV” discount rate assignments utilized by the Portfolio Entity in making such determinations for each Asset as set forth on Exhibit F to the Agreement, as adjusted from time to time with the approval of Agent; all of which determinations must be reasonably satisfactory to Agent.

“New Ventures” shall mean Franklin Joint Venture, a to-be-formed entity, American Pioneer Bank, a Utah industrial bank, an investment in a De Novo bank, and such other ventures as the Agent and Borrower may hereafter designate.

“New Ventures Borrowing Base” shall mean an amount equal to (A) the sum of (i) all capital contributions paid in cash to any New Venture for the equity of such New Venture plus (ii) retained earnings, if any, minus (B) the sum of (i) accumulated deficit, if any, plus (ii) such other reserves as Agent shall from time to time deem, in good faith, to be appropriate, which is not otherwise taken into account in determining the New Ventures Borrowing Base. Once determined, the New Ventures Borrowing Base shall remain in effect until the earlier of the next Borrowing Date or the next Payment Date.

“Non-Default Voluntary Custodial Arrangement” shall mean an arrangement to perfect a lien in favor of Agent or the holder of a different Permitted Lien, in each case, on certain specified Assets of a Person entered into voluntarily by a Portfolio Entity or Related Entity at a time when no Default or Event of Default has occurred and is continuing.

“Non–US Seller” shall mean a Person selling or proposing to sell an Asset Pool to a Portfolio Entity, which Asset Pool contains Assets which originated outside of the United States.

“Notes” – Section 2.3.

“Notice of Borrowing” shall mean notice of borrowing providing the information described in Section 2.2(a) or (b), as applicable, and such other information as Agent shall require, in the form attached to this Agreement as Exhibit H to the Loan Agreement.

“Notice of Conversion” – Section 5.10.

“Obligations” shall mean (x) with respect to each Loan Party other than Borrower, all obligations of such Loan Party with respect to the repayment or performance of any obligations

(monetary or otherwise) of Borrower arising under or in connection with this Agreement, the Notes or any other Loan Document, and (y) with respect to Borrower, all obligations of Borrower with respect to the repayment or performance of obligations (monetary or otherwise) arising under or in connection with this Agreement, the Notes or any other Loan Document.

“Obligor Funding Obligations” shall mean obligations (whether pending, contingent or otherwise) of a Portfolio Entity to make one or more advances to a Person which is the obligor of one or more outstanding loans the rights to which were acquired by such Portfolio Entity pursuant to a purchase by such Portfolio Entity of a portfolio of loans made by one or more Persons who are not Affiliates or Associates of Borrower or of such Portfolio Entity.

Other Indebtedness Instrument Unmatured Default – Section 7.1(f).

“Other Laws” – Section 3.4.

“Parent” shall mean any Person now or at any time hereafter owning or controlling (alone or with Borrower, any Subsidiary and/or any other Person) at least a majority of the issued and outstanding Stock or other ownership interest of Borrower or any Subsidiary. For purposes of this definition, “control” shall have the same meaning ascribed to such term in the definition of “Affiliate”. Notwithstanding the forgoing, no Person shall be a Parent which is not a Parent of Borrower or a 51% or more owned subsidiary, directly or indirectly, of Borrower.

“Past–Due Rate” – Section 3.3.

“Payment Date” – Section 5.3.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA.

“Pension Plan” shall mean any employee pension benefit plan subject to Title IV of ERISA and maintained by any Loan Party or any ERISA Affiliate of any Loan Party or any such plan to which any Loan Party or any ERISA Affiliate is or has been required to contribute on behalf of any of its employees, other than a Multiemployer Plan.

“Permitted Liens” shall mean (i) any liens created pursuant to the Loan Documents in favor of Agent for the benefit of Lenders and Agent to secure the Obligations; (ii) liens for Charges which are not yet due and payable, or claims and unfunded liabilities under ERISA not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued; (iii) liens arising in connection with worker’s compensation, unemployment insurance, old age pensions and social security benefits which are not overdue or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest any proceedings commenced for the enforcement of such lien shall have been duly suspended and such provision for the payment of such lien has been made on the books of Borrower (or the applicable Affiliate) as may be required by GAAP; (iv) liens incurred in the ordinary course of business to secure the performance of statutory obligations arising in connection with progress payments or advance payments due under contracts with the United

States Government or any agency thereof entered into in the ordinary course of business; (v) any liens securing Indebtedness of Borrower (or any Affiliate) to any Persons in an amount not greater than $250,000 for each such Person, provided the aggregate amount of Indebtedness secured by all such Liens shall not exceed $500,000; (vi) Charges relating to Assets of First B and First X; (vii) as to any Affiliate, other than Borrower, a Primary Obligor or a Portfolio Entity, purchase money liens securing permitted indebtedness incurred in connection with the acquisition of Assets and other indebtedness incurred under the credit agreement under which such permitted indebtedness to acquire such Assets was incurred so long as such liens encumber only the Assets acquired, (viii) as to any Affiliate, other than Borrower or a Primary Obligor or a Portfolio Entity, liens relating to permitted Indebtedness incurred in connection with the warehousing of Assets or the securitization of Assets, so long as such liens encumber only the Assets warehoused or securitized; (ix) those liens disclosed on Schedule (PL); (x) those liens granted to CFSC in the Shared Collateral pursuant to the Holdings/CFSC Loan Documents (as in effect on the date of the execution and delivery of the Holdings/CFSC Loan Documents); (xi) liens on Assets of a Portfolio Entity in favor of the Person providing financing under an Approved Portfolio Leverage Arrangement in respect of the acquisition of Assets acquired pursuant to such Approved Portfolio Leverage Arrangement to the extent such liens are required by, and secure only obligations under, such Approved Portfolio Leverage Arrangement; and (xii) liens on real property of a Portfolio Entity or an REO Affiliate in favor of a Person providing financing of development expenses related to such real property which is permitted under Section 8.3(x).

“Permitted Portfolio Company Creditor” shall mean those creditors of a Portfolio Entity which have provided loans pursuant to Approved Portfolio Leveraged Arrangement.

“Permitted Restrictions” on the payment of dividends by a Person shall mean provisions (i) of an Approved Portfolio Leverage Arrangement, or (ii) of a loan agreement, as in effect when first entered into, to which such Person is a party as borrower which prohibit such Person from paying dividends for either of the following reasons:

(x) the funds restricted from being distributed are required to satisfy a leverage or required reserve amount covenant (but only if such covenant would not reasonably be expected to significantly impair such Person’s ability to pay dividends if anticipated cash flows are received as and when anticipated and in approximately the amounts anticipated); and

(y) such dividends are restricted when there exists an event of default of a customary type to be found in such agreements and that also permits the relevant lender to accelerate the maturity of indebtedness outstanding under such agreement.

“Permitted Shareholder Agreement” shall mean a Shareholder Agreement with terms permitted by Exhibit E.

“Permitted Shareholder Arrangements” shall mean arrangements which would arise from a Permitted Shareholder Agreement.

SUBORDINATED DELAYED DRAW CREDIT AGREEMENT

SUBORDINATED DELAYED DRAW CREDIT AGREEMENT, dated as of September 5, 2007, among FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (“Borrower”), the financial institutions from time to time party hereto (each a “Lender” and collectively, the “Lenders”) and BoS (USA) Inc., as agent for Lenders (in such capacity, “Agent”).

W I T N E S S E T H :

WHEREAS, Borrower has requested Lenders to make loans from time to time to Borrower, and Lenders are willing to make loans from time to time to Borrower, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, it is agreed:

Section 1. DEFINITIONS.

(a) Terms used in this Agreement which are defined in Annex I hereto shall have the meanings specified in such Annex I hereto (unless otherwise defined herein) and shall include in the singular number the plural and in the plural number the singular.

(b) Unless otherwise specified, each reference in this Agreement or in any other Loan Document to a Loan Document shall mean such Loan Document as the same may from time to time be amended, extended, restated, supplemented or otherwise modified.

(c) All references to Sections in this Agreement or in Annex I hereto shall be deemed references to Sections in this Agreement unless otherwise specified.

(d) As used in this Agreement and the other Loan Documents, the terms “including” and “such as” are illustrative and not limitative.

Section 2. THE LOANS.

2.1 The Loans.

(a) Subject to the terms and conditions set forth herein, each Lender severally agrees, at any time and from time to time during the Commitment Period to make one or more loans in Dollars to Borrower (each a “Loan”, and collectively the “Loans”) in an aggregate outstanding principal amount not in excess of its Loan Commitment; provided that, after giving effect to all pending requests for Loans, Total Outstandings shall not exceed the lesser of (x) the Total Loan Commitment then in effect and (y) Borrowing Base Availability; and provided, further, that, the aggregate amount of Acquisition Loans (as defined below) financing the acquisition of any Eligible Asset Pool shall not exceed (i) the Applicable Portfolio Percentage, times the Acquisition Price of the Related Asset Pool, in the event proceeds of such Loans shall be

contributed to the capital of the acquiring Portfolio Entity, or (ii) the Acquisition Price of the Related Asset Pool, in the event proceeds of such Loans shall be loaned to the acquiring Portfolio Entity.

(b) The Loans shall be used by Borrower solely (i) (A) to make advances to a Primary Obligor, the full amount of which advances are used by such Primary Obligor (as more fully set forth in other portions of this Section 2, in Section 6B and in other Sections of this Agreement) to make, directly or indirectly, a loan or contribution to the capital of an Eligible Portfolio Entity to be used by such entity for the acquisition of one or more Eligible Asset Pools, (B) to make advances to an Eligible Portfolio Entity, the full amount of which advances are used by such entity for the acquisition of one or more Eligible Asset Pools, (C) to make an advance to FC Commercial, the full amount of which advance is used by FC Commercial to make the FC Commercial Real Property Financing Loan, (D) to make advances to FC Commercial to enable FC Commercial to make loans to FirstCity Denver Investment Corp. to be loaned to Crestone Portfolio Entities under the Crestone Facility, (E) to make investments in New Ventures, (F) if requested by Borrower in the Notice of Borrowing for such Loans, to pay any fee (including the Utilization Fee) in respect of such Loans (such Loans, “Acquisition Loans”); or (ii) for working capital and other general corporate purposes (such Loans, “Working Capital Loans”).

(c) Loans made pursuant to Section 2.1 shall be made from each Lender pro rata, based upon the percentage that each Lender’s Loan Commitment represents of the Total Loan Commitment.

(d) Amounts loaned hereunder and repaid from time to time, whether at maturity, by prepayment or otherwise, shall not be available for reborrowings thereafter and the Total Loan Commitment shall be reduced by the amount of any such repayment.

2.2 Notice of Borrowing.

(a) Whenever Borrower desires to utilize the Loan Commitments for an Acquisition Loan, it shall deliver to Agent a Borrowing Base Certificate and a Notice of Borrowing not later than 11:00 a.m., Closing Office Time, three Business Days prior to the date of the proposed borrowing, which Notice of Borrowing shall, among other items, (A) specify (i) the Eligible Portfolio Entity to whose capital Borrower or a Primary Obligor will, directly or indirectly, contribute or loan the proceeds of the Loans; (ii) the Asset Pool or Asset Pools to be acquired by such Portfolio Entity; (iii) the date of the proposed borrowing (which shall be a Business Day (each, a “Borrowing Date”)); (iv) if such Borrowing Date is a Payment Date, whether such Loans shall constitute Base Rate Loans, LIBOR 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); (v) the total amount of such borrowing (which shall be in a minimum amount of $100,000 and integral multiples of $100,000); and (vi) the amount, if any, of fees requested to be borrowed; and (B) certify that (x) Borrower delivered the Final Asset Pool Acquisition Certificate in respect of such Asset Pool or Asset Pools not later than five Business Days before the Borrowing Date specified in such notice and that all information set forth in such Asset Pool Acquisition Certificate (as revised through the Final Asset Pool Acquisition Certificate and as further revised to the extent permitted by Section 6B.4)

remains true and correct and (y) on or prior to the date of such Notice of Borrowing, Borrower has delivered to Agent a Final NPV Pool Certificate in respect of such Asset Pool.

(b) Whenever Borrower desires to utilize the Loan Commitments for Working Capital Loans, it shall deliver to Agent a Notice of Borrowing not later than 11:00 a.m., Closing Office Time, three Business Days prior to the date of the proposed borrowing, which notice shall specify (i) the date of the proposed borrowing (which shall be a Business Day) (each, also a “Borrowing Date”), (ii) if such Borrowing Date is a Payment Date, whether such Loans shall constitute Base Rate Loans, LIBOR 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) and (iii) the total amount of such borrowing (which shall be in a minimum amount of $250,000 and, if greater, in integral multiples of $100,000).

(c) Agent shall promptly notify (in writing or by telephone, confirmed as soon as possible thereafter in writing) each of Lenders of the date and type (i.e., Acquisition Loan or Working Capital Loan) of any proposed Loans, the amount of the Loan or Loans such Lender is being requested to make and whether such Loans shall constitute Base Rate Loans or, if the Agent in its sole discretion consents thereto, Fixed Rate Loans. Each Lender will make the amount of its Loan or Loans available to Agent, at the Closing Office, before 1:00 p.m. Closing Office Time on the date specified in the Notice of Borrowing in same day funds. Such proceeds shall be made available to Borrower (subject to Section 2.2(d)) by Agent, in the same type of funds received by Agent, at the Closing Office against delivery to Agent for the account of each Lender of such instruments, documents and papers as are provided for herein. Agent shall deliver the instruments, documents and papers received by it for the account of each Lender to such Lender or upon its order.

(d) Unless Agent shall have received notice from a Lender prior to 11:00 a.m., Closing Office Time, on the date of any borrowing that such Lender will not make available to Agent such Lender’s ratable portion of such borrowing, Agent may assume that such Lender has made such portion available to Agent on the date of such borrowing in accordance with Section 2.2(c) and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not have made such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent, at the rate from time to time prevailing on the applicable Note; provided that to the extent such interest is paid by a Lender, interest shall be at the rate specified in Section 11.10 hereof. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Loan as part of such borrowing for purposes of this Agreement.

(e) The failure of any Lender to make the Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such borrowing. No Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any borrowing.

2.3 The Notes.

(a) Borrower’s obligation to pay (x) the principal of, and interest on, the Loans of each Lender shall be evidenced by a promissory note payable to the order of such Lender, each substantially in the form of Exhibit A (each a “Note”, and collectively, the “Notes”).

(b) The Note of each Lender shall: (i) be dated the Effective Date; (ii) be in an original principal amount, with respect to each Lender, as set forth on Schedule 0 hereto; (iii) be payable in full on the Maturity Date (subject to mandatory prepayment as herein provided).

(c) The Notes shall be, and hereby are, secured by the Collateral and the Security Documents.

2.4 Mandatory Prepayments and Repayments of Loans.

(a) If at any time Total Outstandings shall exceed the Total Loan Commitment in effect at such time, Borrower shall immediately prepay the Loans in an amount equal to or greater than the amount of such excess together with the Prepayment Fee.

(b) If at any time Total Outstandings shall exceed Borrowing Base Availability at such time and Total Outstandings under the RAL exceed the RAL Borrowing Base Availability at such time, Borrower shall immediately prepay amounts outstanding under the RAL in accordance with and as required by Section 2.4 of the RAL, and then, after giving effect to such prepayment, if Total Outstandings still exceed Borrowing Base Availability at such time, Borrower shall immediately prepay the Loans in an amount equal to or greater than the amount of such excess.

(c) Borrower shall repay the unpaid principal amount of all Loans, together with all unpaid interest thereon and all other fees and amounts due with respect thereto in full on the Maturity Date.

(d) Unless there shall exist any Default or any Event of Default, Borrower shall be entitled to designate whether mandatory prepayments are applied to Working Capital Loans or Acquisition Loans.

2.5 Voluntary Prepayments of Loans.

(a) Borrower may, upon not less than three Business Days prior written notice to Agent (which notice Agent shall promptly transmit to Lenders in writing or by telephone, confirmed as soon as possible thereafter in writing) prepay any Loans in whole at any time, or from time to time in part in amounts of $250,000 (and, if greater, in integral multiples of $50,000); provided that at the time of any such prepayment, Borrower shall pay all interest accrued on the principal amount so prepaid together with the Prepayment Fee. Repayments pursuant to this Section 2.5 shall be applied to such Loans as Borrower may at the time in writing direct or, if no such direction is given, as determined by Agent. All notices pursuant to this Section 2.5 shall be irrevocable and result in the principal amount of Loans specified therein becoming due and payable on the prepayment date specified therein. Amounts prepaid under this Section 2.5 may not be reborrowed.

2.6 Reduction of Commitments.

(a) Borrower shall have the right at any time and from time to time upon at least three Business Days’ prior written notice to Agent (which notice Agent shall promptly transmit to Lenders in writing or by telephone, confirmed as soon as possible thereafter in writing) to reduce permanently in amounts equal to $500,000 (and if greater, in integral multiples of $100,000) or terminate the unutilized (after giving effect to all pending requests for Loans) Total Loan Commitment.

(b) Any reduction of the Total Loan Commitment pursuant to this Section 2.6 shall be allocated to the Loan Commitments of Lenders, pro rata, based upon the percentage that each Lender’s Loan Commitment represents of Total Loan Commitment. Any reduction to or any termination of the Total Loan Commitment shall be accompanied by the payment in full of any Commitment Commission then accrued hereunder together with the Prepayment Fee on the amount of such reduction or termination.

2.7 Subordination. Borrower and each Lender hereby covenants and agrees that notwithstanding any other provision of this Agreement, the payment of the principal of and interest on the Loans shall be subordinated in right of payment to the prior payment in full of all Senior Indebtedness at any time outstanding to the extent set forth in the Subordination Agreement.

Section 3. INTEREST.

3.1 Rate of Interest.

(a) Subject to the provisions of Section 3.3, Borrower agrees to pay interest in respect of the unpaid principal amount of the Loans from the date such Loans are made until maturity (whether by acceleration or otherwise) for each period from and including each Payment Date to but excluding the immediately following Payment Date at the following rates: (i) Base Rate Loans, at a rate per annum equal to the sum of the Base Rate, plus the Applicable Margin in effect for such period, such rate to change as and when the Base Rate shall change, (ii) LIBOR Loans, at a rate per annum equal to LIBOR plus the Applicable Margin in effect for such period and (iii) Fixed Rate Loans, at the Fixed Rate applicable thereto.

(b) Loans which are made on a date other than a Payment Date shall constitute Base Rate Loans.

3.2 Interest Payment Dates. Interest on and prior to maturity in respect of each Loan shall be payable in arrears (i) on each Payment Date; (ii) upon any repayment or prepayment (to the extent accrued on the principal amount so repaid or prepaid); and (iii) at maturity (whether by acceleration or otherwise) and, after maturity, on demand.

3.3 Past Due Rate. Each Loan (and any overdue interest in respect of each Loan) shall bear interest for each day on which an Event of Default exists (after as well as before judgment), payable on demand, at a rate per annum (the “Past-Due Rate”) equal to the greater of 5% in excess of the interest rate otherwise applicable to such Loan on such day or 7.5% in excess of the Base Rate in effect on such day.

3.4 Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof, it being agreed that “adopted after the date hereof” shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards” or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as “Basle Laws”), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as “Other Laws”), or any change in any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) or in the enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender) or any holding company of any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of its Commitments, Loans or any of its obligations hereunder to a level below that which such Lender or such Lender’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand by such Lender (or by Agent on such Lender’s behalf), Borrower shall pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered, together with interest on each such amount from the date demanded until payment in full (after as well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve Borrower of any of Borrower’s obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of Agent or any Lender to Borrower or any other Person. A certificate of a Lender as to the amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender may use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable.

3.5 Determination of Rate of Borrowing. As soon as practicable after 10:00 A.M. (New York time) on each LIBOR Interest Determination Date, Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the

rate of interest (the “Rate of Borrowing”) which shall be applicable to the LIBOR Loans for the next succeeding LIBOR Interest Period and shall promptly give notice thereof in writing or by telephone (confirmed in writing) to Borrower and Lenders.

3.6 Substituted Rate of Borrowing.

(a) In the event that on any LIBOR Interest Determination Date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties but, with respect to the following clauses (i), (ii)(y) and (ii)(z), shall be made only after consultation with Agent on the date of such determination) that:

(i) by reason of any changes arising after the date of this Agreement affecting the interbank LIBOR market or affecting the position of such Lender in such market, adequate and fair means do not exist for ascertaining the applicable Rate of Borrowing by reference to LIBOR with respect to the LIBOR Loans as to which an interest rate determination is then being made; or

(ii) by reason of (x) the requirements of Regulation D, (y) any change after the date hereof in any other applicable law or governmental rule, regulation or order (or any interpretation thereof and including the enactment of any new law or governmental rule, regulation or order) or (z) other circumstances affecting such Lender or the interbank LIBOR market or the position of such Lender in such market (such as for example but not limited to a change in official reserve requirements or increased capital reserves required or imposed by any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to such Lender to the extent not provided for in clause (ii)(x) above), LIBOR shall not represent the effective pricing to such Lender for U.S. dollar deposits of comparable amounts for the relevant periods;

then, and in any such event, Lender so affected shall on such date give notice of such determination in writing or by telephone (confirmed in writing) to Borrower and to Agent. Thereafter, Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to cause such Lender to receive interest with respect to its LIBOR Loan for the LIBOR Interest Period following such LIBOR Interest Determination Date and for any succeeding LIBOR Interest Period with respect to which such changes or requirements apply (each such period, an “Affected Interest Period”) at a rate per annum equal to 5.75% in excess of the effective pricing to such Lender for U.S. dollar deposits to make or maintain its LIBOR Loans, provided that in the case of any such determination pursuant to clause (ii)(x), the written notice from such Lender to Agent and Borrower on the relevant LIBOR Interest Determination Date shall specify (x) any such amount on account thereof theretofore incurred, and such amount shall be paid at such time and (y) the additional amount required to be paid with respect to the relevant Affected Interest Period (with such amount so stated to be final with respect to the relevant Affected Interest Period) and such additional amount shall be paid at the same time, and together with, the interest otherwise payable in respect of such LIBOR Loans for such Affected Interest Period. A certificate as to additional amounts owed any such Lender, showing in reasonable detail the basis

for the calculation thereof, submitted to Borrower by such Lender through Agent shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto.

(b) In lieu of paying additional moneys to any Lender affected by Section (a), other than clause (ii)(x) thereof (any such Lender, together with any Lender affected by Section 3.7(a), an “Affected Lender”), Borrower may (subject to Section 3.8), by giving notice in writing or by telephone (confirmed in writing) to the Affected Lender, Agent and the other Lenders on such LIBOR Interest Determination Date, (x) require the Affected Lender to convert its LIBOR Loan then outstanding or requested that is so affected into a Base Rate Loan on the first day of the Affected Interest Period, such notice to pertain only to the Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to maintain LIBOR Loans, or (y) terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, LIBOR Loans and in such event, on the first day of what would have been the next LIBOR Interest Period, all LIBOR Loans shall be outstanding as Base Rate Loans.

3.7 Required Termination and Prepayment.

(a) In the event that at any time any Affected Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order, the Affected Lender shall on such date give notice in writing or by telephone (confirmed in writing) to Agent and Borrower of such determination. The obligation of the Affected Lender to make or maintain its LIBOR Loan or Loans so affected shall be terminated and Borrower shall forthwith and in any event no later than the earliest of (x) the termination of the LIBOR Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the LIBOR Interest Period commencing immediately thereafter if such determination is made in respect of a requested LIBOR Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b). If by the earliest of (x), (y) or (z) Borrower has not exercised one of the options specified in Section 3.7(b), Borrower shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b) and to have given the notice specified therein.

(b) Upon receiving any notification provided in Section 3.7(a), Borrower may (subject to Section 3.8) exercise one of the following options:

(i) If the determination by an Affected Bank relates only to LIBOR Loans then being requested by Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to LIBOR Loans pursuant to a Notice of Conversion, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such LIBOR Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders;

(ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, LIBOR Loans and in such event, Borrower, shall not later than the time specified in subsection 3.7(a), convert all LIBOR Loans into Base Rate Loans by giving notice thereof to Agent and Lenders.

(iii) Borrower may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the LIBOR Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected LIBOR Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain LIBOR Loans.

3.8 Compensation. Borrower shall compensate each Lender, upon written request by such Lender (which request shall be made through Agent and shall set forth the basis for requesting such amounts), for all losses, expenses and liabilities (including, without limitation, any interest paid by such Lender to lenders of funds borrowed by it to make or carry its LIBOR Loans to Borrower, losses sustained by such Lender in connection with the liquidation or re employment of such funds and all other funding losses) which such Lender may sustain: (i) if for any reason a conversion of any LIBOR Loan does not occur on a date specified therefor pursuant to Section 3.6, 3.7 or 3.10, or any conversion into a LIBOR Loan does not occur on the date specified therefor in Section 3.10, (ii) if for any reason any prepayment or repayment or conversion of any of its LIBOR Loans occurs on a date which is not the last day of a LIBOR Interest Period applicable thereto, (iii) if any prepayment, repayment or conversion of any of its LIBOR Loans occurs on such last day of the LIBOR Interest Period applicable thereto in any amount in excess of the amount notified to Agent in writing not less than three Business Days prior to such last day of such LIBOR Interest Period, (iv) if any prepayment, repayment or conversion of any of its LIBOR Loans occurs without at least three Business Days prior written notice thereof having been given to Agent, (v) if any prepayment or repayment of any of its LIBOR Loans is not made on any date specified in a notice thereof given by Borrower or if any prepayment or repayment contemplated or required by a Waterfall Certificate is not made on the Payment Date following the date such Waterfall Certificate is delivered, (vi) as a consequence of any default under this Agreement or the delivery of any Certified Error Certificate or (vii) if for any reason any prepayment or repayment or conversion of any of its Fixed Rate Loans occurs on a date which is not the last day of the Fixed Rate Loan Period applicable thereto.

3.9 LIBOR Interest Period Determination.

(a) Each LIBOR Interest Period for any Loan shall commence on a Payment Date and expire on the succeeding Payment Date.

(b) No LIBOR Interest Period in respect of any Loan shall extend beyond its stated maturity date.

(c) Subject to Section 3.9(e), if Agent shall not have received written notice from Borrower on or prior to 11:00 a.m. (Closing Office time) at least three Business Days prior to a Payment Date that Borrower has elected to convert all or a portion of Loans outstanding as LIBOR Loans to Base Rate Loans or Fixed Rate Loans in accordance with the other provisions of this Agreement, Borrower shall be deemed to have elected to have such Loans (or portion thereof, as the case may be) continued as LIBOR Loans for a new LIBOR Interest Period.

(d) Unless the Majority Lenders specifically agree in writing, no LIBOR Interest Period may be selected at any time that a Default or Event of Default exists and Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans.

(e) Borrower shall not be permitted to maintain as LIBOR Loans any Loans if the outstanding amount of such Loans to be maintained as LIBOR Loans is less than $1,000,000, or an integral multiple of $100,000.

3.10 Conversions. Borrower shall have the option to convert, on any Payment Date, all or any portion of Loans from Base Rate Loans to LIBOR Loans or, with the written consent of the Agent, Fixed Rate Loans or from LIBOR Loans to Base Rate Loans or, with the written consent of the Agent, Fixed Rate Loans or Fixed Rate Loans to Base Rate Loans or LIBOR Loans; provided that (i) after giving effect to any such conversion the amount outstanding as a LIBOR Loan, if any, shall be equal to $1,000,000 or an integral multiple of $100,000 in excess thereof, and the amount outstanding as Base Rate Loans, if any, shall not be less than $20,000; and (ii) unless the Majority Lenders specifically agree in writing, no conversion to LIBOR Loans shall be permitted at any time that a Default or Event of Default exists. Each such conversion shall be effected by Borrower giving Agent written notice thereof (a “Notice of Conversion”) on or prior to 11:00 a.m. (Closing Office time) at least three Business Days prior to a Payment Date, specifying the amount of Loans to be converted and whether such Loans are Acquisition Loans or Working Capital Loans..

Section 4. FEES.

4.1 Commitment Commission. Borrower agrees to pay to Agent for the account of each Lender a commitment commission with respect to each Lender’s Loan Commitment for the period commencing on the Effective Date, to and including the Maturity Date, computed at a rate per annum (calculated on the basis of a 360-day year and the actual number of days elapsed) equal to .25% of the average daily Unutilized Loan Commitment of such Lender during the period for which payment is made. Such commission (each a “Commitment Commission”) shall be due and payable quarterly in arrears on the fourth to last Business Day of the months of March, June, September, and December, commencing with September 25, 2007 (such date to include the full period from the Effective Date until said date).

4.2 Upfront Fee. Borrower agrees to pay to Agent, for the ratable account of each Lender (based upon the percentage that each Lender’s Loan Commitment represents of the Total Loan Commitment) an upfront fee (the “Upfront Fee”) in the amount of $250,000, which fee shall be deemed earned in full on the date hereof and shall be due and payable in four equal installments of $62,500, with the first installment due and payable on the date hereof and the three subsequent installments due and payable on March 5, 2008, September 5, 2008 and March 5, 2009.

Section 5. PAYMENTS, ETC.

5.1 Currency of Payments. All payments of principal and interest on Loans and under the Notes shall be made to Agent in immediately available funds in Dollars.

5.2 Payments on Non-Business Days; Calculations. Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest shall be payable at the applicable rate during such extension. Interest on Base Rate Loans hereunder and under the Notes shall be calculated on the basis of a 365-day year and the actual number of days elapsed and interest on Fixed Rate Loans and LIBOR Loans hereunder and under the Notes shall be calculated on the basis of a 360-day year and the actual number of days elapsed. If for any reason a Loan is repaid on the same day on which it is made, one day’s interest (subject to the other provisions of this Agreement) shall be paid on that Loan. Borrower hereby authorizes and directs Agent and each Lender to charge any account of Borrower maintained at any office of Agent or such Lender with the amount of any principal, interest or fee when the same becomes due and payable under the terms hereof or of the Notes; provided, however, that neither Agent nor any Lender shall be under any obligation to charge any such account.

5.3 Payment Date and Distribution of Funds.

(a) Until such time as Agent, or Senior Agent, as the case may be, has exercised control over the Cash Flow Cash Collateral Account and the Cash Collateral Account-Servicing in accordance with the Loan Documents, all funds in such accounts shall be distributed by Borrower on the fourth to last Business Day of each month (each, a “Payment Date”) pursuant to the distribution statement approved in writing by Agent, or Senior Agent, as the case may be (or at any other times as may be agreed upon from time to time by Borrower, Agent, Senior Agent and Lenders) to be paid and applied as follows:

(i) First, to the payment to Senior Agent, for the account of Senior Lenders, of all interest under the RAL which is then due and payable;

(ii) Second, to the payment to Senior Agent, for the account of Senior Lenders, of any commitment fee payable pursuant to the RAL;

(iii) Third, to the payment to Agent, for the account of Lenders, of all interest on the Loans which is then due and payable;

(iv) Fourth, to the payment to Agent, for the account of Lenders, of any Commitment Commission payable pursuant to Section 4.1;

(v) Fifth, to the payment to Senior Agent, for the account of Senior Lenders, as a principal payment, any mandatory prepayment which is then due and payable under the RAL;

(vi) Sixth, to the payment to Agent, for the account of Lenders, as a principal payment, any mandatory prepayment which is then due and payable pursuant to Section 2.4(a) and 2.4(b);

(vii) Seventh, to the payment to Senior Agent, for the account of Senior Lenders, an amount equal to all of any fees, late charges and other fees and expenses which are then due and payable to Senior Agent and/or Senior Lender under or in

connection with the RAL or which will become so due and payable on or before the last day of the calendar month in which the Payment Date in question occurs;

(viii) Eighth, to the payment to Agent, for the account of Lenders, an amount equal to all of any fees, late charges and other fees and expenses which are then due and payable to Agent and/or Lenders under this Agreement or any of the other Loan Documents or which will become so due and payable on or before the last day of the calendar month in which the Payment Date in question occurs;

(ix) Ninth, to the payment to Senior Agent, for the account of Senior Lenders, as a principal payment, an amount equal to the amount (if any) of any voluntary prepayment which Borrower elects to pay pursuant to the RAL;

(x) Tenth, to the payment to Agent, for the account of Lenders, as a principal payment, an amount equal to the amount (if any) of any voluntary prepayment which Borrower elects to pay pursuant to Section 2.5;

(xi) Eleventh, to the payment to Borrower of any remaining balance of the funds in the Cash Flow Cash Collateral Account and the Cash Collateral Account-Servicing.

(b) Upon the exercise by Senior Agent or Agent, as the case may be, of its right to control the Cash Flow Cash Collateral Account and the Cash Collateral Account-Servicing in accordance with the Loan Documents, all funds in the Cash Flow Cash Collateral Account and the Cash Collateral Account-Servicing may be applied by Senior Agent or Agent, as the case may be, to Obligations in the following order of priority: (i) to any interest under the RAL then due and owing, (ii) to any commitment fee under the RAL then due and owing, (iii) to any other fees under the RAL then due and owing, (iv) to any principal amount then due and owing under the RAL, (v) to any interest on the Notes (pro rata according to the aggregate amount of interest then due and payable on the Notes) then due and payable, (vi) to any Commitment Commission then due and payable pursuant hereto, (vii) to any other fees then due and payable pursuant to Section 4 of this Agreement, pro rata according to the aggregate amount of fees then due and payable, (viii) to any principal amount then due under the Notes, and (ix) to any amounts not otherwise listed in this Section 5.3 then due and payable by Borrower under this Agreement, the Notes or the Security Documents.

5.4 Net Payments; Application.

(a) All payments hereunder and under the Loan Documents (including, without limitation, repayments and prepayments pursuant to Section 2) shall be made by Borrower to Agent, except as otherwise provided in Section 5.1 in freely transferable U.S. dollars, and in same day funds at the Closing Office without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholding for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed on the amounts described above by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) imposed on a Lender pursuant to the income tax laws of the jurisdiction where such Lender’s principal or

lending office or offices are located (collectively, the “Taxes”) and (ii) deduction of an amount equal to any taxes on or measured by the net income payable to such Lender with respect to the amount by which the payments required to be made by this Section 5.4 exceed the amount otherwise specified to be paid under this Agreement and the Notes) shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes. With respect to each such deduction or withholding imposed in respect of any payment by or on behalf of Borrower, Borrower shall promptly (and in no event later than 30 days thereafter) furnish to Agent such certificates, receipts and other documents as may be required to establish any tax credit, exemption or reduction in rate to which any Lender or holder of a Note may be entitled. Each Lender, other than a Lender organized and existing under the laws of the United States of America or any political subdivision thereof, agrees to furnish Borrower, as soon as practicable after any written request of Borrower to such effect, any executed form reasonably requested by Borrower such as IRS Form W-8BEN or W-8ECI, and any other applicable form as to such Lender’s entitlement, if any, to exemption from, or a reduced rate of, or its subjection to, United States withholding tax on amounts payable to it hereunder by Borrower or under the Notes of Borrower and each such Lender undertakes to use its best efforts promptly to notify Borrower of any material change in any information, statement or form so furnished to Borrower; provided, however, that any failure on the part of any Lender to furnish any such information, statements or forms shall in no way affect the obligations of Borrower or the rights of any Lender under the terms of this Agreement or of the Notes.

5.5 Distribution by Agent. All payments received by Agent on behalf of Lenders on account of principal and interest under this Agreement or the Notes or on account of any fees payable for the account of Lenders shall be promptly distributed by Agent to Lenders (in the type of funds received by Agent) as follows: (i) if in respect of principal of any Loans made to Borrower then on a pro rata basis to each of Lenders holding the Loans in respect of which such payment is being made; (ii) if in respect of interest on the Loans, then to each Lender in the proportion that the aggregate amount of such unpaid interest due on the Loans of each such Lender bears to the aggregate amount of such unpaid interest due on all such Loans; (iii) if in respect of fees, then to Lenders in accordance with their entitlement thereto (based on each Lender’s share of the Total Loan Commitment, in the case the Upfront Fee and the Commitment Commission; and (iv) if in respect of a payment under Section 3 other than an interest payment hereof, to each Lender in accordance with its entitlement thereto.

Section 6. CONDITIONS PRECEDENT TO EFFECTIVENESS

This Agreement shall become effective when and as of the date (the “Effective Date”) that each of the following conditions have been satisfied to the satisfaction of Agent (or waived by Agent). If the Effective Date shall not have occurred by the close of business (New York time) on October 2, 2007 (or such later date as is agreed to by Agent in writing), this Agreement shall not become effective and shall be deemed rescinded, null and void.

6.1 Default, etc. On the Effective Date (both before and after giving effect to the occurrence of the Effective Date) there shall exist no Default or Event of Default and all representations and warranties made by the Loan Parties herein or in the other Loan Documents or otherwise by the Loan Parties in writing in connection herewith or therewith shall be true and

correct in all material respects with the same effect as though such representations and warranties have been made at and as of such time.

6.2 Notes. Agent shall have received for each of Lenders the Notes, each duly executed and completed by Borrower.

6.3 Supporting Documents of Borrower. There shall have been delivered to Agent (with sufficient copies for each of Lenders) such information and copies of documents (if any), approvals (if any) and records (certified where appropriate) of corporate and legal proceedings (if any) in addition to those listed on the Closing Checklist as Agent or any Lender may have reasonably requested relating to the Loan Parties’ entering into and performance of the Loan Documents or any other agreements or documents related thereto.

6.4 Officer’s Certificate. There shall have been delivered to Agent (with sufficient copies for each of Lenders) a certificate of an Executive Officer of Borrower certifying, as of the Effective Date, compliance with the conditions of Section 6.1 and also the absence of any Material Adverse Changes of the type referred to in Section 6.8.

6.5 Certifications; Financial Statements. Borrower shall have delivered to Agent such financial statements and certifications of financial statements as Agent may have requested, which statements shall include, in any event, month end financial statements of the type required by Section 7.1(a) and certified by the CFO as of the most recent month ending 30 days prior to the Effective Date, the annual financial statements required by Section 7.1(b) and 7.1(c) for the Fiscal Year most recently ended (or the prior Fiscal Year, if less than 105 days have passed since the end of a Fiscal Year) accompanied by the certifications required by Section 7.1(d).

6.6 Approvals and Consents. All orders, permissions, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with, and exemptions by (all of the foregoing, “Requisite Consents”), any Government Authority, or any other Person, required to authorize or required in connection with the execution, delivery and performance of this Agreement or the other Loan Documents and the transactions contemplated hereby and thereby by any Loan Party shall have been obtained (and, if so requested, furnished to Agent, with sufficient copies for Lenders).

6.7 Legal Opinions. Agent shall have received legal opinions (in sufficient counterparts for each of Lenders) dated the Effective Date from Haynes and Boone, LLP, counsel to Borrower and each other Loan Party, in form and substance satisfactory to Agent.

6.8 Adverse Change. There shall have been, in Agent’s opinion, no Material Adverse Change since June 30, 2007. Neither Agent nor any Loan Party shall have become aware of any previously undisclosed information with respect to any Loan Party which, in Agent’s opinion, would have a Material Adverse Effect

6.9 Change in Law; No Opposition. (i) No change shall have occurred in applicable law or in applicable regulations thereunder or in the interpretations thereof by any Governmental Authority which, in the opinion of any Lender, would make it illegal for such Lender to make one or more Loans hereunder; and (ii) no suit, action or proceeding shall be pending or

threatened before or by any Governmental Authority seeking to restrain or prohibit the making of any Loan or the consummation of the transactions contemplated hereby.

6.10 All Proceedings to be Satisfactory. All corporate, partnership, limited liability company and legal proceedings and all instruments, documents and papers in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other documents referred to herein shall be satisfactory in form and substance to Agent, and Agent and each Lender shall have received all such information and copies of all documents which Agent or such Lender may reasonably have requested in connection herewith, such documents where appropriate to be certified by proper corporate officials or governmental authorities.

6.11 Fees and Expenses. The fees referred to in Section 4.1 and Section 4.2, the legal fees and expenses of Agent’s New York counsel and (if any) local or special counsel in connection with the transactions contemplated by this Agreement shall (to the extent demand for payment thereof shall have been made) have been paid in full.

6.12 Security Documents, Schedules, etc. There shall have been executed and delivered by the parties thereto all Guaranties, Security Documents and other instruments and documents required by this Agreement, and Borrower shall have delivered to Agent all Schedules referenced herein as being attached to this Agreement.

Section 6A. CONDITIONS PRECEDENT
TO ALL LOANS.

Lenders shall not be obligated to make any Loans on or after the Effective Date unless, at the time of the making of such Loan (except as hereinafter indicated) the following conditions (unless waived in writing by the Majority Lenders) have been satisfied:

6A.1 Certain Conditions. At the time of the making of such Loan, and immediately after giving effect thereto, (a) all deficiencies, if any, with respect to conditions precedent to any prior Loan shall have been corrected to the satisfaction of Agent, (b) all of the conditions specified in Sections 6.1, 6.6, 6.8, 6.9 and 6.10 (with any reference in any such Section to the Effective Date being deemed to be a reference to the date of such Loans) shall be satisfied to the satisfaction of Agent, (c) each of the Notes, the Guaranties and the Security Documents shall be in full force and effect and no party thereto shall have failed to perform in any material respect any of its obligations thereunder, (d) no issuer of any legal opinion issued in connection with any Loan Document or the making of any Loan shall have rescinded or qualified any such legal opinion, (e) no issuer thereof shall have rescinded or qualified any of the financial statements, certificates, letters, reports, analyses, Requisite Consents or other opinions referred to in Section 6, and (f) there shall have been, in the Majority Lenders’ opinion, no Material Adverse Change since the Effective Date.

6A.2 Subsequent Opinions of Counsel. If reasonably requested by Agent or Majority Lenders, Agent shall have received from any or all of the counsel referred to in 6.7 (or other counsel satisfactory to Agent) such favorable supplemental legal opinions addressed to Agent and Lenders and dated the date of such Loan and covering such matters incidental to the

transactions contemplated by this Agreement as Agent or the Majority Lenders shall reasonably request, each of which opinions shall be in form and substance satisfactory to Agent and Lender requesting same.

6A.3 Officer’s Certificate.

(a) If requested by Agent, Agent shall have received a certificate of an Executive Officer of Borrower certifying, as of the date of the Loan then being made, compliance with the provisions of Section 6.1 (with the reference therein to the Effective Date being deemed a reference to the date such Loans is being made) and further to the effect that the conditions specified in Section 6A.1 are satisfied at such time.

(b) The making of each Loan subsequent to the Effective Date shall constitute a representation and warranty by Borrower to Agent that, at the time of said subsequent Loan (and after giving effect thereto), (i) all representations and warranties contained herein or in the other Loan Documents or otherwise made by Borrower or any other Loan Party in connection herewith or therewith are true and correct in all material respects with the same effect as though such representations and warranties were being made at and as of such time, (ii) no Default or Event of Default exists and (iii) the conditions specified in Section 6A.1 are satisfied at such time.

6A.4 Fees and Expenses. To the extent demand therefor shall have been made, all legal fees and expenses of Agent’s New York counsel and (if any) local or special counsel in connection with the transactions contemplated by this Agreement shall have been paid in full.

Section 6B. ADDITIONAL CONDITIONS
PRECEDENT TO ACQUISITION LOANS

Lenders shall not be obligated to make any Acquisition Loans unless, at the time of making of such Loans, the following conditions (unless waived in writing by the Majority Lenders), in addition to the conditions set forth in Section 6A (unless waived in writing by the Majority Lenders), have been satisfied:

6B.1 Eligible Portfolio Entity. (i) The Portfolio Entity (the “Subject Portfolio Entity”) identified in the related Asset Pool Acquisition Certificate as the entity which will acquire the Asset Pool specified therein with a loan from Borrower or a loan and/or contribution to its capital, directly or indirectly, from a Primary Obligor (together with any other equity contributions made by the Person holding other Equity Interests pursuant to Section 6B.2(a) and the proceeds of Indebtedness (if any) incurred pursuant to Approved Portfolio Leverage Arrangements) shall be an Eligible Portfolio Entity; (ii) there shall have been no change to the Charter Documents of such Person or to any Shareholder Agreement relating to such Person from the Charter Documents and Shareholder Agreement provided with such Asset Pool Acquisition Certificate (or, if the Loans are being requested in respect of an Asset Pool other than the first Asset Pool acquired by such Subject Portfolio Entity, since the Charter Documents and Shareholder Agreement delivered in connection with the acquisition of such first Asset Pool), except for any such changes consented to in writing by Agent; (iii) such Charter Documents and Shareholder Agreement shall be the sole agreements with respect to equity

ownership arrangements with respect to such Subject Portfolio Entity and such Charter Documents and Shareholder Agreement shall evidence Permitted Shareholder Arrangements with respect to such Subject Portfolio Entity; and (iv) all action contemplated by Section 7.15 and Section 6B.11 in connection with such Subject Portfolio Entity, including, without limitation, the amendment of Section 2 to the Subsidiary Collateral Assignment or Subsidiary Pledge Agreement (as applicable) to specify such Subject Portfolio Entity, and the delivery of any promissory notes, stock certificates or other certificates or instruments issued by such Subject Portfolio Entity and of an acknowledgement of lien by such Subject Portfolio Entity, all in form and substance satisfactory to Agent, shall have been taken and completed.

6B.2 Capital Structure.

(a) No Third Party Investor shall have greater rights with respect to such Subject Portfolio Entity than Borrower or any Affiliate thereof (except to the extent that, if such Third Party Investor has acquired more Equity Interests in such Subject Portfolio Entity than Borrower or such Affiliate thereof (and was permitted to do so pursuant to the terms hereof), such greater rights are commensurate with and derive solely from, such larger holding of Equity Interests).

(b) No Third Party Investor shall have acquired equity interests or voting rights in such Subject Portfolio Entity on a basis more favorable to such Person than the arrangements pursuant to which Borrower or relevant Primary Obligor directly or indirectly acquired its equity interests in such Subject Portfolio Entity (and without limiting the foregoing, no Third Party Investor shall have acquired its Equity Interests at a cash cost per unit or interest lower than that paid by Borrower or such Primary Obligor) and no Third Party Investor acquiring any Equity Interests in such Subject Portfolio Entity shall have been given any consideration (other than issuance of such Equity Interests) for making its equity contribution.

6B.3 Consummation of Asset Acquisition. Except as to any Asset Pool that consists of an Asset originated by a Crestone Portfolio Entity, there shall have been delivered to Agent evidence satisfactory to Agent that the acquisition of the Asset Pool described in the related Asset Pool Acquisition Certificate shall have been consummated in accordance with the terms of the applicable asset purchase agreement (without any waiver of any material provision thereof by the Subject Portfolio Entity) and the Asset Pool conforms to the description thereof contained in the Asset Pool Acquisition Certificate as modified by revisions permitted by Section 6B.4, that the entire amount of proceeds of such Loan were loaned or contributed by Borrower to the Subject Portfolio Entity or a Primary Obligor which directly or indirectly loaned or contributed such funds to the Subject Portfolio Entity simultaneously with the closing of such acquisition, that the entire amount of the capital contribution by other holders of the Equity Interests in such Subject Portfolio Entity were contributed, and the proceeds of all Indebtedness incurred by such Subject Portfolio Entity were received by such Subject Portfolio Entity, at the same time as or before such Primary Obligor’s contribution or loan, and that such Subject Portfolio Entity used all such loans or capital contributions together with all such proceeds of Indebtedness to acquire such Asset Pool. As to any Asset Pool that consists of an Asset originated by a Crestone Portfolio Entity, there shall have been delivered to Agent evidence satisfactory to Agent that the origination of the Asset Pool described in the related Asset Pool Acquisition Certificate shall have been consummated in accordance with the terms set forth in the applicable Asset Pool

Acquisition Certificate (without any waiver of any material provision thereof by the Crestone Portfolio Entity) and the Asset Pool conforms to the description thereof contained in the Asset Pool Acquisition Certificate as modified by revisions permitted by Section 6B.4, that the entire amount of proceeds of such Loan were loaned under the Crestone Facility to the Crestone Portfolio Entity simultaneously with the funding of the Asset Pool, and, and that such Crestone Portfolio Entity used all such funds to originate the Asset Pool.

6B.4 Notices.

(a) The Final Asset Pool Acquisition Certificate in respect of the Asset Pool in respect of which such Loans are requested shall have been delivered to Agent not less than 5 Business Days prior to the Borrowing Date of such Loans; provided that additional written revisions to the applicable Asset Pool Acquisition Certificate may be delivered to Agent until 11:00 a.m. (Closing Office time) on the day which is two Business Days preceding the Borrowing Date for such Loans if such revisions relate only to the Acquisition Price, the amount of Loans being requested (three Business Days notice being required if such Loans are to be LIBOR Loans) or provide additional details as to the related Asset Pool which do not result in the Asset Pool as so described being different in any material respect from the Asset Pool as most recently described in the Final Asset Pool Acquisition Certificate delivered on or prior to the fifth Business Day preceding such Borrowing Date.

(b) A Notice of Borrowing, Borrowing Base Certificate and Final NPV Pool Certificate in respect of the related Asset Pool shall have b

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

	FIRSTCITY FINANCIAL CORPORATION


Date: September 10, 2007	By:	/s/ J. Bryan Baker
		J. Bryan Baker
		Senior Vice President and Chief Financial Officer