FIRST AMENDMENT
TO
RIGHT OF FIRST REFUSAL AGREEMENT
AND
DUE DILIGENCE REIMBURSEMENT AGREEMENT
THIS FIRST
AMENDMENT (this “ Amendment ”) TO THAT RIGHT OF
FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
(the “ Frame Agreement ”) is made and entered
into this day of February, 1999, by and between FIRSTCITY
FINANCIAL CORPORATION , a Delaware corporation ( FCFC
”), and FIRSTCITY SERVICING CORPORATION , a Texas
corporation (“ Servicing ”), on the one hand,
and CARGILL FINANCIAL SERVICES CORPORATION , a Delaware
corporation (“ CFSC ”), and CFSC CAPITAL
CORP. II , a Delaware corporation (“ CCCII
”), on the other hand.
A. FCFC and
CFSC Capital Corp. XXX (“ CCC-30 ”), a wholly
owned subsidiary of CFSC, have entered into a Loan Agreement (as
thereafter amended, modified, extended, supplemented or increased
from time to time, the “ Loan Agreement ”) dated
as of even date herewith pursuant to which CCC-30 agreed to make a
loan (the “ Loan ”) to FCFC in an amount not to
exceed $9,600,000.00.
B. It is a
condition precedent to CCC-30’s funding and advancement of
the Loan that FCFC and Servicing execute and deliver this
Amendment.
C. The
parties to the Frame Agreement desire to extend the term of the
Frame Agreement for an additional year from January 1, 2000 to
January 1, 2001 on the terms and conditions herein
contained.
NOW,
THEREFORE , in good consideration of the premises herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, agree as follows:
1.01
Capitalized terms used in this Amendment are defined in the Frame
Agreement, as amended hereby, unless otherwise stated.
2.01
Amendment to Definition of Harbor Financial Group . The
definition of “Harbor Financial Group” in
Article 1 of the Frame Agreement is hereby amended by
replacing the definition in its entirety as follows: “Harbor
Financial Group” means FirstCity Financial Mortgage
Corporation and its Affiliates.
2.02
Amendment to Definition of Included Product . The
definition of “Included Product” in Article 1 of
the Frame Agreement is hereby amended by replacing the definition
in its entirety as follows: “Included Product” means
all assets of any type other than the Excluded Product, including
but not limited to any assets sourced through or in connection with
Calibat; provided that the assets or collateral securing the
assets are located within the Geographic Area.
2.03
Amendment to Definition of Termination Date . The
definition of “Termination Date” in Article 1 of
the Frame Agreement is hereby amended by deleting the reference to
the “second anniversary” and substituting therefore the
“third anniversary”. The effect of this amendment
i
