SECOND AMENDMENT
TO
RIGHT OF FIRST REFUSAL AGREEMENT
AND
DUE DILIGENCE REIMBURSEMENT AGREEMENT
THIS SECOND
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 April, 2000, 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. FirstCity
Holdings Corporation (“FCH”), a second tier subsidiary
of 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 advances from time to time
(collectively, the “ Loan ”) to FCH in an amount
not to exceed $17,000,000.00.
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, 2001 to
January 1, 2002 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 Termination Date . The
definition of “Termination Date” in Article 1 of
the Frame Agreement is hereby amended by deleting the reference to
the “ third anniversary” and substituting therefor the
“ fourth anniversary”. The effect of this amendment is
to define the “Termination Date” as occurring on
January 1, 2002.
2.02
Amendment to Definition of Geographic Area . The
definition of “Geographic Area” in Article 1 of
the Frame Agreement is hereby amended by deleting that definition
in its entirety and replacing it with the following
definition:
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“Geographic Area” means
(i) on and prior to December 31, 2000, the United States,
Canada, Mexico, the Caribbean, Central America and South America,
and (ii) on and after January 1, 2001, the United States,
Canada and Mexico.
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The effect of this
amendment will be to decrease the defined Geographic Area on and
after January 1, 2001.
2.03
Amendment to Definition of Monthly Retainer . The
definition of “Monthly Retainer” in Article 1 of
the Frame Agreement is hereby amended by deleting that definition
in its entirety and replacing it with the follo
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