0000950129-05-007401 Sample Contracts

RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
Right of First Refusal Agreement • July 28th, 2005 • Firstcity Financial Corp • Short-term business credit institutions • Texas

THIS RIGHT OF FIRST REFUSAL AGREEMENT (the “Agreement”) is made and entered into this ___ day of January, 1998, to be effective as of the 1st day of January, 1998, by and between FirstCity Financial Corporation, a Delaware corporation (“FCFC”) and FirstCity Servicing Corporation (formerly J-Hawk 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.

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FIFTH AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
Right of First Refusal Agreement and Due Diligence Reimbursement Agreement • July 28th, 2005 • Firstcity Financial Corp • Short-term business credit institutions • Texas

THIS FIFTH AMENDMENT (this “Amendment”) TO THAT RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT, (as amended by four (4) mesne amendments, the “Frame Agreement”) is made and entered into and effective as of the 14th day of April, 2003, 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.

SECOND AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
Right of First Refusal Agreement and Due Diligence Reimbursement Agreement • July 28th, 2005 • Firstcity Financial Corp • Short-term business credit institutions • Texas

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.

FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
Right of First Refusal Agreement and Due Diligence Reimbursement Agreement • July 28th, 2005 • Firstcity Financial Corp • Short-term business credit institutions • Texas

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.

THIRD AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
Right of First Refusal Agreement and Due Diligence Reimbursement Agreement • July 28th, 2005 • Firstcity Financial Corp • Short-term business credit institutions • Texas

THIS THIRD AMENDMENT (this “Amendment”) TO THAT RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT (the “Frame Agreement”) is made and entered into as of the 6th day of April, 2000, effective as of the 1st day of January, 2001, 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.

FOURTH AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT
Right of First Refusal Agreement and Due Diligence Reimbursement Agreement • July 28th, 2005 • Firstcity Financial Corp • Short-term business credit institutions • Texas

THIS FOURTH AMENDMENT (this “Amendment”) TO THAT RIGHT OF FIRST REFUSAL AGREEMENT AND DUE DILIGENCE REIMBURSEMENT AGREEMENT, (as amended by three (3) mesne amendments, the “Frame Agreement”) is made and entered into and effective as of the 31st day of March, 2002, 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.

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