INTEREST PURCHASE AND SALE AGREEMENTInterest Purchase and Sale Agreement • November 9th, 2006 • Firstcity Financial Corp • Short-term business credit institutions • New York
THIS INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2006, by and among Bidmex Holding, LLC, a Delaware limited liability company (“Buyer”), the Delaware limited liability companies listed on Exhibit A attached hereto (each individually, a “Company,” and, collectively, the “Companies”), Strategic Mexican Investment Partners, L.P., a Texas limited partnership, on its behalf and on behalf of its Affiliates (“SMIP”), and Cargill Financial Services International, Inc., a Delaware corporation (“Cargill” and, together with SMIP, the “Sellers”). The Sellers and the Companies shall be collectively referred to as the “Seller Entities.” National Union Fire Insurance Company of Pittsburgh, Pa., a corporation incorporated under the laws of Pennsylvania, American General Life Insurance Company, a corporation incorporated under the laws of Texas; and American General Life and Accident Insurance Company, a corporation incorporated under the laws of Ten
GUARANTYGuaranty • November 9th, 2006 • Firstcity Financial Corp • Short-term business credit institutions • New York
This Guaranty (this “Guaranty”), dated as of August , 2006, is by and among FirstCity Financial Corporation, a Delaware corporation (“FirstCity”), Bidmex Holding, LLC, a Delaware limited liability company (“Buyer”), Residencial Oeste 2, S. de R.L. de C.V., a Mexican limited liability company (“Assignee”), National Union Fire Insurance Company of Pittsburgh, P.A., a Pennsylvania corporation (“National Union”), American General Life Insurance Company, a Texas corporation (“American General”) and American General Life and Accident Insurance Company, a Tennessee corporation (“AGLAIC” and, together with National Union and American General, “AIG”). Buyer, Assignee and AIG shall be referred to herein individually, as a “Beneficiary” and, collectively as the “Beneficiaries.”
PUT OPTION AGREEMENT executed by and amongPut Option Agreement • November 9th, 2006 • Firstcity Financial Corp • Short-term business credit institutions
