Exhibit
10.15




 





PUT OPTION AGREEMENT


executed by and among


BIDMEX
HOLDING, LLC,

As Option Grantee,


and


RECUPERACIÓN
DE CARTERAS MEXICANAS, S. DE R.L. DE C.V.,

As Option Grantor,


and


BIDMEX
6, LLC,


and


STRATEGIC MEXICAN INVESTMENT PARTNERS 2, L.P.


and


CARGILL FINANCIAL SERVICES INTERNATIONAL, INC.


August     , 2006




 


















 


INDEX


	
  BACKGROUND

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
  3

  
	
  I. Recitals of Option Grantor

  	
   

  	
  3

  
	
  II. Recitals of Option Grantee

  	
   

  	
  4

  
	
  III.Recitals
  of Bidmex 6

  	
   

  	
  6

  
	
  IV.
  Recitals of SMIP-2

  	
   

  	
  7

  
	
  V.
  Recitals of Cargill

  	
   

  	
  8

  
	
  VI. Recitals of the Parties

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  CLAUSES

  	
   

  	
  7

  
	
  Section 1.

  	
  Definitions

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Put Option

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Exercise of
  the Put Option

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Term; Termination.

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Notices

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  No Third
  Party Beneficiaries

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Amendment and
  Waiver

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Governing Law.

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Arbitration

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Counterparts

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  Severability

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  Captions.

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  Acknowledgment
  And Indemnity

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 14.

  	
  Assignment

  	
  20

  
				



 


















INDEX


PUT OPTION AGREEMENT


This Put Option Agreement (the “Agreement”) dated as of August     ,
2006 is made and entered into by and among:


i)                                         Bidmex Holding, LLC, a Delaware limited
liability company (“Grantee”), as the option grantee/holder,


ii)                                      Recuperación de Carteras Mexicanas, S. de
R.L. de C.V., a limited liability partnership with variable capital (sociedad de responsabilidad limitada de capital variable)
organized and validly existing under the laws of Mexico (“RCM”), as the
option grantor,


iii)                                   Bidmex 6, LLC, a Delaware limited liability
company (“Bidmex 6”), as the sole parent of RCM,


iv)                                  Strategic Mexican Investment Partners 2,
L.P., a Texas limited partnership (“SMIP-2”), as a member of Bidmex 6,
and


v)                                     Cargill Financial Services Internacional,
Inc. (“Cargill”), as a member of Bidmex 6,


pursuant
to the following background, recitals and clauses:


BACKGROUND


1. On the date hereof, Grantee, as purchaser, and each of Strategic
Mexican Investment Partners, L.P., a Texas limited partnership (“SMIP”),
and Cargill (collectively with SMIP, the “Sellers”), as sellers, along
with Bidmex 9, LLC (“Bidmex 9”) and Bidmex 10, LLC (“Bidmex 10”),
both Delaware limited liability companies, and certain other Delaware limited
liability companies (collectively with Bidmex 9 and Bidmex 10, the “Companies”)
entered into that certain interest purchase and sale agreement (the “Interest
Purchase and Sale Agreement”), dated as of the date hereof, pursuant to
which Sellers sold to Grantee 100% of the Membership Interests in each of the
Companies.


2. Bidmex 9, LLC is the owner of Solución de Activos
Residenciales, S. de R.L. de C.V. (“SAR”), a limited liability
partnership with variable capital (sociedad de
responsabilidad limitada de capital variable) organized and validly
existing under the laws of Mexico.  SAR
is the owner of a residential, Mexican Peso-denominated, non-performing loan
portfolio that it purchased from Banco Nacional de










 



INDEX


México, S.A., Integrante del Grupo Financiero Banamex (“Banamex”)
on April 19, 2004. SAR purchased the SAR Loans from Banamex under that
Agreement of Onerous Assignment of Credits and its Respective Litigation Rights
dated as of April 19, 2004. SAR is the owner of the loans described in Schedule
“A” hereto(the “SAR Loans”), which are evidenced, mainly, by means
of the Loan Agreements, promissory notes and other related documents, and
include, without limitation, any and all of the rights arising thereunder, such
as the right to collect principal, interest (either ordinary or delinquent
interest), any accessories, guaranties, claims, litigation or adjudication
rights related thereto and/or anything pertaining to the above, which schedule indicates,
for purposes of identification only with respect to each SAR Loan, the relevant
debtor’s name, the identification number for the loan used by the Grantee,
principal amount due, as well as the put price of each Loan for purpose of the
exercise of the Put Option (as defined below).


3. Bidmex 10, LLC is the owner of Solución de
Activos Comerciales, S. de R.L. de C.V. (“SAC”), a limited liability
partnership with variable capital (sociedad de
responsabilidad limitada de capital variable) organized and validly
existing under the laws of Mexico.  SAC
is the owner of a commercial, Mexican Peso-denominated, non-performing loan
portfolio that it purchased from Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”)
on July 19, 2004. SAC purchased the SAC Loans from Bancomext under that
Agreement of Onerous Assignment of Credits and its Respective Litigation Rights
dated as of July 19, 2004. SAC is the owner of the loans described in Schedule
“B” hereto(the “SAC Loans” and together with the SAR Loans, the “Loans”),
which are evidenced, mainly, by means of the Loan Agreements, promissory notes
and other related documents, and include, without limitation, any and all of
the rights arising thereunder, such as the right to collect principal, interest
(either ordinary or delinquent interest), any accessories, guaranties, claims,
litigation or adjudication rights related thereto and/or anything pertaining to
the above, which schedule indicates, for purposes of identification only with
respect to each SAC Loan, the relevant debtor’s name, the identification number
for the loan used by the Grantee, principal amount due, as well as the put
price of each Loan for purpose of the exercise of the Put Option (as defined
below).



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INDEX


4. The Mexican Supreme Court ruled on February 2006
the contradiction of Court decision 71/2005-PS, registered under number 19328,
First Court (Primera Sala), Volume XXIII that
states the following: “CREDIT INSTITUTIONS. 
CONDITIONS FOR ASSIGNEES TO ACCREDIT ITS ACTIVE LEGITIMATION TO PROMOTE
ACTIONS DERIVED FROM AN ASSIGNMENT AGREEMENT, IN ACCORDANCE WITH ARTICLE 93 OF
THE RELATED LAW.- In terms of the first paragraph of article 93 of the Credit
Institutions Law, the National Banking and Securities Commission has authority
to issue rules of general means that must be observed by the credit
institutions when they assign or discount their portfolio to entities different
from Banco de México, other credit institutions or trusts incorporated by the
Federal Government for the economic development.  Now then, if it is taken into consideration
that within such rules is that providing that the credit institutions shall
give notice of the terms and conditions of the transaction to such
decentralized organism of the Treasury and Credit Public Ministry, as well as
that consistent on obtaining the approval of the assignment or discount of the
corresponding portfolio, doubtless that in order for the assignee to be
legitimated to promote actions derived from the assignment agreement made in
its favor by the credit institution, it does not only has to reliable accredit
said agreement, but also the approval of such transaction from said commission”
(the “Supreme Court Ruling”).  A
complete copy of the Supreme Court Ruling is attached hereto as Schedule “C”.


5. Bidmex 6 is
the owner of RCM.


6. SMIP-2 and
Cargill are the sole members of Bidmex 6.


7. Bidmex 6,
SMIP-2 and Cargill are each a party to this Agreement solely for purposes of
causing RCM to comply with this Agreement, and in particular (but without
limitation) with Sections 2 and 3 of this Agreement, and for purposes of
Section 13 of this Agreement.


RECITALS


I.          Recitals of Option Grantor. 
RCM, through
its respective representative, hereby represents and warrants to the other
parties that:



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INDEX


(a)                      RCM is a limited liability partnership with
Variable capital (sociedad de
responsabilidad limitada de capital variable), duly organized and
validly existing under the Laws of Mexico and has the requisite power and
authority under the Laws of Mexico to conduct the business in which it is
engaged, to own, operate, lease, encumber and use its properties and assets
that it purports to own or use, and carry on its business as currently
conducted.


(b)                         The execution of this Agreement, as well as
the performance of RCM’s obligations herein contained (i) are contemplated in
RCM’s corporate purpose (objeto social),
and (ii) will not violate, conflict with or result in a violation of, or
constitute a default (whether after the giving of notice, lapse of time or
both) under, any provision of any Law.


(c)                          It is RCM’s desire to execute this Agreement,
which constitutes a legal, valid and binding obligation of RCM, enforceable
against RCM in accordance with its terms.


(d)                         RCM’s legal representative has full authority
in order to subscribe this Agreement on behalf of RCM and to bind it to the
terms and conditions herein contained, and that, as of the date hereof, such
authority has not been limited or revoked in any way whatsoever.


II.          Recitals of Option Grantee.  Grantee hereby represents and warrants to the
other parties that:


(a)                          Grantee is a limited liability company, duly
organized and validly existing under the Laws of Delaware and has the requisite
power and authority under the Laws of Delaware to conduct the business in which
it is engaged, to own, operate, lease, encumber and use its properties and
assets that it purports to own or use, and carry on its business as currently
conducted.


(b)                         The execution of this Agreement, as well as
the performance of Grantee’s obligations herein contained (i) are contemplated
in Grantee’s purpose (objeto social),
and (ii) will not violate, conflict with or result in a violation of, or constitute
a default (whether after the giving of notice, lapse of time or both) under,
any provision of any Law.



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INDEX


(c)                          It is Grantee’s desire to execute this
Agreement, which constitutes a legal, valid and binding obligation of Grantee,
enforceable against Grantee in accordance with its terms.


(d)                         Grantee’s legal representative has full
authority in order to subscribe this Agreement on behalf of Grantee and to bind
it to the terms and conditions herein contained, and that, as of the date
hereof, such authority has not been limited or revoked in any way whatsoever.


III.        Recitals of Bidmex 6.  Bidmex 6 hereby represents and warrants to the other
parties that:


(a)                      Bidmex 6 is a limited liability company, duly
organized and validly existing under the Laws of Delaware and has the requisite
power and authority under the Laws of Delaware to conduct the business in which
it is engaged, to own, operate, lease, encumber and use its properties and
assets that it purports to own or use, and carry on its business as currently
conducted.


(b)                     The execution of this Agreement, as well as
the performance of Bidmex 6’s obligations herein contained (i) are contemplated
in Bidmex 6’s purpose, and (ii) will not violate, conflict with or result in a
violation of, or constitute a default (whether after the giving of notice,
lapse of time or both) under, any provision of any Law.


(c)                      It is Bidmex’s desire to execute this
Agreement, which constitutes a legal, valid and binding obligation of Bidmex 6,
enforceable against Bidmex 6 in accordance with its terms.


(d)                     Bidmex 6’s legal representative has full
authority in order to subscribe this Agreement on behalf of Bidmex 6 and to
bind it to the terms and conditions herein contained, and that, as of the date
hereof, such authority has not been limited or revoked in any way whatsoever.


IV.        Recitals of SMIP-2.  SMIP-2 hereby represents and warrants to the other
parties that:



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INDEX


(a)                      SMIP-2 is a limited partnership, duly
organized and validly existing under the Laws of Texas and has the requisite
power and authority under the Laws of Texas to conduct the business in which it
is engaged, to own, operate, lease, encumber and use its properties and assets
that it purports to own or use, and carry on its business as currently
conducted.


(b)                     The execution of this Agreement, as well as
the performance of SMIP-2’s obligations herein contained (i) are contemplated
in SMIP-2’s purpose, and (ii) will not violate, conflict with or result in a
violation of, or constitute a default (whether after the giving of notice,
lapse of time or both) under, any provision of any Law.


(c)                      It is SMIP-2’s desire to execute this
Agreement, which constitutes a legal, valid and binding obligation of SMIP-2,
enforceable against SMIP-2 in accordance with its terms.


(d)                     SMIP-2’s legal representative has full
authority in order to subscribe this Agreement on behalf of SMIP-2 and to bind
it to the terms and conditions herein contained, and that, as of the date
hereof, such authority has not been limited or revoked in any way whatsoever.


V.         Recitals of Cargill.  Cargill hereby represents and warrants to the other parties that:


(a)                      Cargill is a corporation, duly incorporated and
validly existing under the Laws of Delaware and has the requisite power and
authority under the Laws of Delaware to conduct the business in which it is
engaged, to own, operate, lease, encumber and use its properties and assets
that it purports to own or use, and carry on its business as currently
conducted.


(b)                     The execution of this Agreement, as well as
the performance of Cargill’s obligations herein contained (i) are contemplated
in Cargill’s corporate purpose, and (ii) will not violate, conflict with or
result in a violation of, or constitute a default (whether after the giving of
notice, lapse of time or both) under, any provision of any applicable Law.


(c)                      It is Cargill’s desire to execute this
Agreement, which constitutes a legal, valid and binding obligation of



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Cargill, enforceable against Cargill in accordance with its terms.


(d)                     Cargill’s legal representative has full
authority in order to subscribe this Agreement on behalf of Cargill and to bind
it to the terms and conditions herein contained, and that, as of the date
hereof, such authority has not been limited or revoked in any way whatsoever.


e)                          Cargill
has sufficient liquid and unencumbered assets to satisfy its obligations under
this Agreement, and will maintain at least such amount of liquid and
unencumbered assets (or the right to maintain such assets) until the
termination of this Agreement as provided in Section 4 hereof.


VI.           Recitals of the
Parties.  The parties recite that:


(a)                      The parties hereby state, through their
respective representatives, that they are aware of the content of each and all
of the representations and warranties set forth herein.  Likewise they state their respective agreement
with such representations and warranties and that it is their express will to
subscribe to this Agreement.


(b)                     The parties hereby state, through their
respective representatives, that in their capacity as Sellers (or affiliates of
the Sellers) of the Companies pursuant to the Interest Purchase and Sale
Agreement, Cargill and SMIP-2 have received financial benefits and other good
and valuable consideration for entering into this Agreement, the receipt and
sufficiency of which are hereby acknowledged by the parties.


By virtue of the foregoing,
the parties agree to enter into this Agreement, in accordance with the
following:


CLAUSES


Section 1.  Definitions.  Capitalized terms used
herein (and not defined elsewhere in this Agreement) shall have the meanings
set forth below:


“Administrative Expenditures” shall mean any fees and expenses (including without limitation any Taxes,
any transfer costs or expenses incurred as a result of the



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INDEX


transfer of the Loans pursuant to the Put Option and
any servicing fees) which SAR or SAC (or any of their affiliates, advisors,
agents or representatives) may have incurred (whether or not already paid) from
March 1, 2006 to the Put Closing Date, in respect of the corresponding Loans
with such fees and expenses being (i) calculated, when applicable as a portion
of portfolio fees and expenses, on a pro rata basis with respect to any
individual Loan as a fraction of all such Loans for which such fees and
expenses were incurred, and (ii) stated in Mexican pesos with any such fees and expenses that may have
been incurred in U.S. dollars being converted to Mexican pesos at the Exchange
Rate;


“Agreement” has the meaning ascribed thereto in the introductory
paragraph hereof;


“Authorized Designee” means the authorized designee of RCM
designated by RCM from time to time to be granted authority to act in the name
and on behalf of RCM pursuant to the Power of Attorney granted by SAR and/or
SAC to such authorized designee pursuant to Section 4, as replaced from time to
time upon the instruction of RCM pursuant to Section 4;


“Banking Commission Letter” has the meaning ascribed thereto in
Section 4;


“Business Day” means any calendar day that is not Saturday,
Sunday or a day on which banking institutions in New York, New York, Waco,
Texas or, to the extent applicable, Mexico City, Mexico are authorized or
obligated by Law or executive Order to be closed;


“Challenging Proceeding” has the meaning ascribed thereto in
Section 2;


“Court” has the meaning ascribed thereto in Section 9(b);


“Dispute” means any controversy, claim, difference or dispute
among the parties relating to or associated with this Agreement or arising
hereunder other than a Mexican Law Dispute;


“Exchange Rate” means the U.S. dollar/Mexican peso exchange rate
used for payment of obligations denominated in foreign currency payable in
Mexico published by Mexican Central Bank (Banco de México) in the Federal
Official



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INDEX


Gazette
(Diario Oficial de la Federación) (or equivalent daily authoritative public
source if the Diario Oficial de la Federación should cease publication or cease
publishing exchange rate data) in effect at the close of business on the
Business Day immediately preceding the date on which any payment under this
Agreement is to be made;


“Exercise Notice” has the meaning ascribed thereto in Section 3;


“Governmental Authority” means any federal, state, local, or any
foreign government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, or judicial or arbitral body;


“ICC” has the meaning ascribed thereto in Section 9(a);


“ICC Rules” has the meaning ascribed thereto in Section 9(a);


“Law” means any constitutional provision, statute or other law,
rule, regulation, ordinance or interpretation of any Governmental Authority and
any Order;


“Loan
Agreements” means all the agreements, contracts, promissory notes or other
negotiable instruments, guarantees, collateral and any other accessory document
or instrument by which residential and/or commercial loans or collection rights
are evidenced;


“Loans” has
the meaning ascribed thereto in paragraphs 2 and 3 of the “Background” section
of this Agreement;


“Mexican Law Disputes” has the meaning ascribed thereto in
Section 9(a);


 “Order”
means any decree, injunction, judgment, order, ruling, assessment or writ of
any Governmental Authority;


“POAs” has the meaning ascribed thereto in Section 3;


“Proceedings” means any notice, claim, assertion, procedure,
action, lawsuit, event or proceeding, service of process or diligence filed in
court against the debtors to obtain the payment of Loans, regardless of the
stage of any such proceeding and/or the parties to the same;



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INDEX


“Put Closing Date” has the meaning ascribed thereto in Section
3;


“Put Option” has the meaning ascribed thereto in Section 2;


“Put Option Price” has the meaning ascribed thereto in Section
2;


“Revised Ruling” has the meaning ascribed thereto in Section 4;


“Servicing Agreement” means the Servicing Agreement among the
Subsidiaries (as such term is defined in the Interest Purchase and Sale
Agreement) and FirstCity Mexico, S.A. de C.V.;


“Supreme Court Ruling” has the meaning ascribed thereto in
paragraph 4 of the “Background” section of this Agreement;


“Taxes” means any federal, state, local or foreign income, gross
receipts, capital gains, franchise, alternative or add-on minimum, estimated,
sales, use, goods and services, transfer, registration, value added, excise,
natural resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, special assessment, personal
property, capital stock, social security, unemployment, employment, disability,
payroll, license, employee or other withholding, contributions or other tax, of
any kind whatsoever, including any interest, penalties or additions to tax or
additional amounts in respect of the foregoing;


“Termination Date” has the meaning ascribed thereto in Section
4;


Section 2.  Put Option.
 In exchange for Grantee’s payment in the
aggregate amount of $MxPs 1,000  to each (in the respective amounts
shown in parentheses for each such recipient) of RCM ($MxPs
600), Bidmex 6 ($MxPs 200), SMIP-2 ($MxPs 100), and Cargill ($MxPs 100),
as the purchase price for RCM’s grant of the Put Option and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by RCM, RCM hereby grants Grantee a put option as set forth in
this Agreement.  If any debtor of a Loan
has filed or files a challenge to a Proceeding on or before the earlier of (i)
the Termination Date, or (ii) February 1, 2008 (a “Challenging Proceeding”)
challenging the Loan based, among any other defense claims, on the nullity of



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INDEX


any of the assignment
agreements referred to in paragraphs 2 and 3 of the “Background” section of
this Agreement, with respect to the Supreme Court Ruling, Grantee will have the
option (“Put Option”) to sell to RCM, and to require RCM to purchase
from SAR or SAC, such corresponding challenged Loan during the term of this
Agreement so long as the Challenging Proceeding either (i) remains unresolved,
or (ii) is not resolved in Grantee’s favor and Grantee has not reached a
settlement agreement with the applicable Loan debtor on all matters related to
the Loan other than the Challenging Proceeding.


Upon the exercise of a Put Option with respect to
any Loan(s), RCM hereby promises to acquire such Loan(s), subject to the terms
and conditions hereof, at a price in Mexican pesos (the “Put Option Price”)
equal to the put price (in Mexican pesos) indicated for each Loan in Schedule
“A” and Schedule “B” hereof plus the Administrative Expenditures
related to such Loan, plus any Taxes (other than Taxes constituting part
of the Administrative Expenditures) paid or payable with respect to the cash flow from each Loan, less any
cash flow received by Grantee in respect of such Loan.  The right to assert any Put Option shall become
effective upon the consummation of the transactions contemplated in the
Interest Purchase and Sale Agreement. 
Any Put Option must be exercised by Grantee on or before the Termination
Date; provided, however, that if the Termination Date is
established by reference to the occurrence of February 1, 2008, then the
Grantee shall be entitled to deliver an Exercise Notice on or before April 1,
2008 with respect to any Challenging Proceeding arising prior to February 1,
2008.  In the event that any Put Option
is not exercised by the Grantee on or prior to April 1, 2008, Grantee will not
be entitled to exercise a Put Option regarding any such Loan.


Section 3.  Exercise of the Put
Option.


 


In
order for Grantee to exercise the Put Option pursuant to Section 2, Grantee
shall timely issue a written notice to RCM (“Exercise Notice”), as
provided in Section 2 hereof, together with evidence of the Challenging
Proceeding which is the subject matter of the Put Option.


The closing of the sale by SAR or SAC to RCM of the corresponding Loan
shall occur on or prior to the date which is twenty (20) Business Days after
the date of receipt by RCM of the Exercise Notice (the “Put Closing Date”).  The Put Option Price shall be paid by RCM to
Grantee in Mexican pesos by wire transfer of immediately available funds.


Each of the
parties hereto shall use its respective best efforts to take or cause to be
taken all appropriate action, do or cause to be done all things necessary,
proper or



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INDEX


advisable,
and execute and deliver such documents and other papers, as may be required to
carry out any Put Option and consummate and make effective any and all of the
Put Options contemplated by this Agreement.


The corresponding Loan must be transferred to
RCM, free and clear of any liens whatsoever, (other than liens that were in
existence on the date of this Agreement) and RCM will assume, undertake and
acquire from SAR or SAC, all and each of their rights with respect to such
transferred Loans and all obligations that were in existence on the date of
this Agreement.


Each of SAR and SAC must deliver to RCM or its designee all of the
documents which SAR or SAC physically possesses in its files with respect to
the Loans which are subject to an Exercise Notice.


SAR or SAC shall inform RCM of all and any circumstances of which they
have knowledge regarding the Challenging Proceedings of the Loans subject to an
Exercise Notice.  If the acts in the
Challenging Proceeding require the making of any decisions before the Put
Closing Date, SAR or SAC shall make any such decisions in accordance with the
reasonable written instructions of RCM, provided that such written instructions
do not expose SAR, SAC or their respective affiliates to any liability.  In order to facilitate the procedures
concerning notification, notarization and registration, as the case may be, of
the assignment subject to this Put Option, SAR or SAC, as the case may be,
agrees that it will issue in favor of RCM and of the persons it may designate,
the POAs.  The POAs will be valid for the
period from the Put Closing Date until the date none of the Loans subject to
the Put Option remains outstanding.


SAR or SAC, as the case may be, shall perform all reasonable acts and
adopt all reasonable measures necessary for the assignment of Loan(s) to RCM
contemplated hereunder becomes effective; provided that the costs of all such
acts and measures shall be deemed Administrative Expenditures.  SAR or SAC, as the case may be, must perform
all reasonable actions necessary in order for the assignment contemplated
hereunder to comply with all the applicable requirements of any Governmental
Authority; provided that the costs of all such acts and measures shall be
deemed Administrative Expenditures.



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In addition, upon the written request of RCM, SAR or SAC, as the case
may be, must execute the additional instruments that serve to evidence this
assignment of rights in order to facilitate its registration in the
corresponding public registries of property and commerce.  RCM will be responsible for the preparation
of such instruments and of the expenses associated (including the expenses
derived from the notarization of the same) with their formalization and
registry.  The POAs will be limited
special and irrevocable powers of attorney in a form reasonably satisfactory to
RCM, authorizing RCM or its designee to act in the name and on behalf of SAR or
SAC for the purpose of, and to exercise all powers necessary to carry out the
intents and purposes of the assignment of the Loans derived from a Put Option
(including without limitation actions in respect of real property collateral
underlying any such Loan).  The powers of
attorney referred to in this paragraph shall be referred to in this Agreement
as the “POAs”.


SAR and SAC shall,
and shall cause their Affiliates to, maintain in effect the POAs during the
time that any of the Loans remains outstanding and shall not revoke or revise
the terms of either POA without the express written consent of RCM.  Within three (3) Business Days of its receipt
of any written request of RCM to change the Authorized Designee, SAR and SAC shall
grant an amended and restated POA to effect same.  Upon the revocation of either of the POAs in
accordance with the terms of this Section 3, RCM shall, and shall cause the
Authorized Designee to, cease using the name “Solución de Activos
Residenciales, S. de R.L. de C.V.” or “Solución de Activos Comerciales, S. de
R.L. de C.V.” and shall not take any further action in the name of SAR or SAC.


Therefore, and once a Loan is transferred to RCM, RCM will grant SAR or
SAC, as the case may be, or its designees a mandate without representation (mandato sin representación) in order for SAR or SAC or its
Authorized Designees to continue handling the corresponding Proceedings in its
name but on behalf of RCM, through the POA granted to RCM or its Authorized
Designees.  The parties agree that SAR
and SAC will not receive any remuneration for the exercise of the mandate.


Section 4.  Term; Termination.   This
Agreement shall terminate, without any judicial declaration to such effect upon
the earliest of the following dates (the “Termination Date”): (i) February 1,
2008, or (ii) the date that a new



 13
 






 



INDEX


Supreme
Court ruling is released that resolves the issue raised in the Supreme Court
Ruling as to the interpretation of Article 93 of the Credit Institutions Law
(the “Revised Ruling”); or (iii) the date that the National Banking and
Securities Commission resolves the issue raised in the Supreme Court Ruling as
to the interpretation of Article 93 of the Credit Institutions Law, by issuing
a letter (the “Banking Commission Letter”) confirming and/or ratifying
the authorization for Banco Nacional de México, S.A., Integrante del Grupo
Financiero Banamex and/or Banco Nacional de Comercio Exterior, S.N.C. to assign
the Loans as of the dates of execution of the assignment agreements referred to
in paragraphs 2 and 3 of the “Background” section of this Agreement or
otherwise.  The obligation of RCM to
purchase any Loan pursuant to Section 2 shall survive the termination of this
Agreement as to any Loan for which an Exercise Notice was submitted by Grantee
prior to April 1, 2008.


Section 5.  Notices


(a)           Notices.  Except as expressly otherwise provided
herein, all notices,
requests, claims, demands and other communications under this Agreement will be
in writing and will be deemed given if delivered personally, sent by overnight
courier (providing proof of delivery), or via facsimile to the parties at the
following addresses (or at such other address for a party as specified by like
notice):



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INDEX


If to RCM, to:


Recuperación de Carteras
Mexicanas, S. de R.L. de C.V.


Francisco de Quevedo No.
117 Mezanine


Colonia Arcos Vallarta


44130 Guadalajara,
Jalisco


Attention: Enrique Morán


Facsimile:


If to SMIP-2, to:


Strategic Mexican Investment
Partners 2, L.P.


c/o FirstCity Mexico, Inc.

6400 Imperial Drive (Delivery only)

P.O. Box 8216

Waco, Texas 76712-8216

Attn:  Legal Department

Facsimile: 254-761-2953


with copy to:


Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

Attn:  Paul H. Amiel

Facsimile:  214-200-0555


If to Cargill, to:


Cargill Financial Services
International, Inc.

12700 Whitewater Drive

Minnetonka, Minnesota 55343-9439

Attn:  Adam Bernier

Facsimile:  952-984-3905


with a copy to:


Cargill Financial Services
International, Inc.

12700 Whitewater Drive

Minnetonka, Minnesota 55343-9439

Attn:  James D. Dingel

Facsimile:  952-404-6344



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INDEX


If to Grantee, to:


Bidmex Holding, LLC

c/o FirstCity Mexico, Inc.

6400 Imperial Drive (Delivery only)

P.O. Box 8216

Waco, Texas 76712-8216

Attn:  Legal Department

Facsimile: 254-761-2953


with a copy to:


AIG Global Investment Group

599 Lexington Avenue, 25th Floor

New York, New York 10022

Attn:  Afsar Farman-Farmaian, Esq.,

General Counsel, AIG Capital Recovery Group

Facsimile: 866-729-7836


and


Goodwin Procter LLP

599 Lexington Avenue

New York, NY 10022

Attn:  Andrew Weidhaas/Alyssa Grikscheit

Facsimile:  (212) 355-3333


(a)                                 Change of Domicile.  Each of the parties hereby agrees to
immediately notify the other parties hereto, regarding any change of address,
telephone number, fax and/or the name of its representative, by any of the
means referred to in the preceding paragraph. 
As long as the parties do not notify the change of their respective
addresses, all notices (including those personally delivered) and other acts,
whether part of a proceeding or not, shall be practiced and shall become
effective when duly addressed to
the intended recipient, at the addresses set forth in this Section 5.


(b)                                Exception for Electronic Devices.  The
Parties agree that the notifications to which this Section 5 refers to, shall
not be given through electronic, optical or any other technology devices,
except for fax, notwithstanding the fact that such devices may be attributable
to the Parties, or that these may be consulted subsequently.



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INDEX


Section 6.  No
Third Party Beneficiaries.  This Agreement is solely for
the benefit of the parties and this Agreement shall not otherwise be deemed to
confer upon or give to any other third party any right, claim, cause of action
or other interest herein.


Section 7.  Amendment and Waiver.
 This Agreement may only be amended by
means of another written agreement executed by all of the parties hereto.


Section 8.  Governing Law. Any Mexican Law Dispute arising under
this Agreement shall be governed by, and construed in accordance with, the Laws
of Mexico, Federal District (disregarding the provisions in connection with
conflicts of law) and shall be resolved in accordance with Section 9 of this
Agreement.  Except as otherwise set forth
in the preceding sentence, this Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York, United States
of America (without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the laws of any other
jurisdiction), and any Dispute hereunder shall be subject to resolution in any
court of competent jurisdiction in the State of Delaware.  The provisions of this Section 8 shall
survive the termination of this Agreement pursuant to Section 4 hereof.


Section 9.  Arbitration.


(a)                      Submission to Arbitration.  Any
controversy, claim, difference or dispute among the parties arising under this
Agreement with respect to the validity of the Grantee’s exercise of a Put
Option in the context of the applicability of the Revised Ruling or Banking
Commission Letter or with respect to the termination Section of this Agreement
based on the items (ii) and (iii) of Section 4 collectively, the “Mexican
Law Disputes”), which cannot be amicably resolved between the parties
hereto shall be finally settled, upon demand by either party hereto, by binding
arbitration in Mexico City, the same to be conducted under the auspices of the
International Chamber of Commerce (“ICC”) and pursuant to the Rules of
Arbitration of the International Chamber of Commerce (“ICC Rules”) in effect as of the date the dispute is brought
to the ICC.



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INDEX


(b)                     Arbitrators.  There
shall be one (1) arbitrator if agreed by the parties hereto or a total of three
(3) arbitrators.  RCM, on the one side,
and Grantee, on the other side, each shall select one (1) arbitrator within
thirty (30) calendar days after delivery of the demand for arbitration.  Such arbitrators shall be freely selected,
and the parties shall not be limited in their selection to any prescribed
list.  A third (3rd) arbitrator, who shall be the chairman of the arbitral tribunal, shall be
appointed by mutual agreement of the two (2) arbitrators so selected.  In the event of the failure of said
arbitrators to agree as to the chairman within twenty (20) calendar days after the
appointment of the last of said arbitrators, the chairman shall be appointed by
the International Court of Arbitration (the “Court”) within fifteen (15) calendar days thereafter.  In the event that RCM, on the one hand, or
the Grantee, on the other, as the case may be, fails to nominate an arbitrator
pursuant to this Section 9(b), upon request of any other party to the
arbitration, such arbitrator shall instead be appointed by the ICC in
accordance with Article 9(2) of the ICC Rules within thirty (30) calendar days
of receiving such request.  Each
arbitrator shall be fluent in English and Spanish.


(c)                      Arbitration Proceedings.  The arbitration proceedings shall be
conducted in Spanish, provided that the arbitrators may permit any portion of
the proceeding to be conducted in English if this will facilitate the conduct
of the arbitration.  The arbitrators
shall apply the ICC Rules, and shall specify the same at the commencement of
the arbitration.  Documents in English
shall be admissible as evidence without need to translate them into Spanish and
witnesses who are not native Spanish speakers may render their testimonies in
English if they so prefer.


(d)                     Award.  The
arbitral award shall be final and binding upon all parties, and not subject to
any appeal, to the fullest extent permitted by applicable Law, and shall deal
with all matters related to the arbitration proceedings.  The losing party in any arbitration shall
bear all costs and



 18
 






 



INDEX


expenses of the
arbitration proceedings and the fees of the arbitral panel but each party shall
bear its own legal counsel fees and expenses. 
If the arbitral award is a mixed award that grants an award or partial
award to more than one party, the arbitrators may in their discretion award
costs, including legal fees, to the prevailing party.  Decisions of the arbitrators shall be in
writing and shall set forth the reasons therefore and, to the extent
applicable, the manner in which the amount of the award was calculated.


(e)                      Enforceability of the Award.  Judgment upon the award rendered by the
arbitration may be entered in any court having jurisdiction, or application may
be made to such court for a judicial recognition of the award or any order of
enforcement thereof.


Section 10.                Counterparts.  This Agreement is
executed in several counterparts, each of which shall be deemed an original
and, jointly, shall constitute one sole instrument.


Section 11.                Severability.  In the case that any of the clauses hereof is
declared null or, in any other way, ineffective or non-enforceable in
accordance with the applicable Law, such provision shall be deemed null
exclusively for the effects of such provision, and such declaration of nullity
shall not affect in any manner whatsoever the other provisions herein
contained, which shall continue to be fully effective and enforceable.


Section 12.                Captions.  The captions contained in this Agreement are
for reference and convenience purposes only, and shall not, in any manner
whatsoever, affect its construction of interpretation.


Section 13.                Acknowledgment
And Indemnity.  Grantee acknowledges that each of Bidmex 6, SMIP-2 and Cargill is a party to
this Agreement solely for purposes of allowing or causing RCM to comply with
this Agreement, and in particular (but without limitation) with Sections 2 and
3 of this Agreement, and for purposes of this Section 13.  If Grantee delivers an Exercise Notice to RCM
in accordance with Section 3 and RCM fails to comply with its obligations under
this Agreement, Grantee shall have the right to cause Bidmex 6 and/or SMIP-2
and/or Cargill to cause RCM to comply with this Agreement.  If RCM shall fail to comply with this
Agreement



 19
 






 



INDEX


or
all of Bidmex 6, SMIP-2 and Cargill fail to either (i) cause RCM to comply with
this Agreement, or (ii) directly purchase from Grantee, in lieu of RCM, any
Loan that is the subject of an Exercise Notice on the same terms and conditions
that are set forth in this Agreement for RCM to purchase such Loan from
Grantee, then each of Bidmex 6, SMIP-2 and Cargill shall indemnify Grantee and
hold Grantee harmless from any and all losses liabilities, damages, claims,
awards, judgments, costs and expenses (including without limitation reasonable
attorneys’ fees) actually suffered or incurred by such person which Grantee
incurs as a result of such breach of this Agreement by RCM, including without
limitation the payment of the Put Option Price; provided, however, that with
respect to their respective indemnification obligations under this Agreement,
each of Bidmex 6, SMIP-2 and Cargill shall have the same benefit of all rights
and defenses available to RCM under this Agreement.


Section
14.                Assignment. 
Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned, in whole or in
part, by operation of law or otherwise by the parties hereto without the prior
written consent of each party; provided, however that Bidmex Holding, LLC may
assign its rights, interests and obligations hereunder in connection with a
transfer or sale of its interests in SAR and SAC without the prior written
consent of the other parties, and this Agreement shall continue in full force
and effect following such assignment; and provided further, however, that
Cargill may assign its rights, interests and obligations hereunder to Bidmex 6,
RCM, or FirstCity Financial Corporation (“FCFC”) or any of FCFC’s
affiliates without the prior written consent of the other parties but such
assignment shall not terminate or otherwise limit Cargill’s obligations to
Grantee hereunder, and this Agreement shall continue in full force and effect
following such assignment by Cargill or Bidmex Holding, LLC.  Any assignment in violation of the preceding
sentence will be void.  Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of, and be enforceable by, the parties and their respective successors and
assigns.



 20














 


INDEX


IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
CAUSED THIS Put Option Agreement to be signed by their respective officers
thereunto duly authorized, all as of the date first written above.


	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
  BIDMEX HOLDING,
  LLC

  
	
   

  	
   

  
	
   

  	
  By FirstCity
  Mexico, Inc.,

  
	
   

  	
  Its Manager,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RCM /
  OPTION GRANTOR:

  
	
   

  	
   

  
	
   

  	
  RECUPERACIÓN DE
  CARTERAS

  MEXICANAS, S. DE R.L. DE C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIDMEX 6, LLC

  
	
   

  	
   

  
	
   

  	
  By FirstCity
  Mexico, Inc.,

  
	
   

  	
  Its Manager,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to Put
Option Agreement









 



 


INDEX


 


	
  

  	
  CARGILL
  FINANCIAL SERVICES

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard
  Luke Toft

  
	
   

  	
   

  	
  Title: Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STRATEGIC MEXICAN INVESTMENT

  PARTNERS 2, L.P.

  
	
   

  	
   

  
	
   

  	
  By FirstCity
  Mexico, Inc.

  
	
   

  	
  Its General
  Partner,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to Put
Option Agreement









 



INDEX


Schedule
“A”


 


SAR Loans


[NOTE:  All monetary amounts on Schedule A are stated
in Mexican Pesos.]


DESCRIBE
EACH OF THE ASSIGNED LOANS OF SAR BY IDENTIFYING – DEBTOR NAME, GRANTEE’S
IDENTIFICATION NUMBER FOR THE LOAN, PRINCIPAL DUE AMOUNT, AND PUT PRICE


Exhibits to Put Option
Agreement









 



INDEX


Schedule
“B”


 


SAC Loans


[NOTE:  All monetary amounts on Schedule B are stated
in Mexican Pesos.]


DESCRIBE
EACH OF THE ASSIGNED LOANS OF SAC BY IDENTIFYING – DEBTOR, GRANTEE’S
IDENTIFICATION NUMBER FOR THE LOAN, PRINCIPAL DUE AMOUNT, AND PUT PRICE


Exhibits to Put Option
Agreement









 



INDEX


Schedule “C”


 


SUPREME
COURT RULING


Exhibits to Put Option
Agreement