January 1, 2001 Uses in Amendment to Definition of Termination Date Clause

Amendment to Definition of Termination Date from Right of First Refusal 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.

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 is to define the Termination Date as occurring on January 1, 2001.