**Exhibit10.15**

 

**PUT OPTION AGREEMENT**

**executed by and among**

**BIDMEXHOLDING, LLC,**As Option Grantee,

**and**

**RECUPERACIÓNDE CARTERAS MEXICANAS, S. DE R.L. DE C.V.,**As Option Grantor,

**and**

**BIDMEX6, LLC,**

**and**

**STRATEGIC MEXICAN INVESTMENT PARTNERS 2, L.P.**

**and**

**CARGILL FINANCIAL SERVICES INTERNATIONAL, INC.**

**August     , 2006**

 

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**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**     |
|                                    |                                   |            |  |

 

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**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 limitedliability company (“Grantee”), as the option grantee/holder,

ii)                                      Recuperación de Carteras Mexicanas, S. deR.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 theoption grantor,

iii)                                   Bidmex 6, LLC, a Delaware limited liabilitycompany (“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,

pursuantto the following background, recitals and clauses:

**BACKGROUND**

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

2. Bidmex 9, LLC is the owner of Solución de ActivosResidenciales, S. de R.L. de C.V. (“SAR”), a limited liabilitypartnership with variable capital (*sociedad deresponsabilidad limitada de capital variable*) organized and validlyexisting under the laws of Mexico.  SARis the owner of a residential, Mexican Peso-denominated, non-performing loanportfolio that it purchased from Banco Nacional de

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México, S.A., Integrante del Grupo Financiero Banamex (“Banamex”)on April 19, 2004. SAR purchased the SAR Loans from Banamex under thatAgreement of Onerous Assignment of Credits and its Respective Litigation Rightsdated 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 meansof the Loan Agreements, promissory notes and other related documents, andinclude, without limitation, any and all of the rights arising thereunder, suchas the right to collect principal, interest (either ordinary or delinquentinterest), any accessories, guaranties, claims, litigation or adjudicationrights related thereto and/or anything pertaining to the above, which schedule indicates,for purposes of identification only with respect to each SAR Loan, the relevantdebtor’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 theexercise of the Put Option (as defined below).

3. Bidmex 10, LLC is the owner of Solución deActivos Comerciales, S. de R.L. de C.V. (“SAC”), a limited liabilitypartnership with variable capital (*sociedad deresponsabilidad limitada de capital variable*) organized and validlyexisting under the laws of Mexico.  SACis the owner of a commercial, Mexican Peso-denominated, non-performing loanportfolio 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 thatAgreement of Onerous Assignment of Credits and its Respective Litigation Rightsdated 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 notesand other related documents, and include, without limitation, any and all ofthe 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 tothe above, which schedule indicates, for purposes of identification only withrespect to each SAC Loan, the relevant debtor’s name, the identification numberfor the loan used by the Grantee, principal amount due, as well as the putprice of each Loan for purpose of the exercise of the Put Option (as definedbelow).

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

5. Bidmex 6 isthe owner of RCM.

6. SMIP-2 andCargill are the sole members of Bidmex 6.

7. Bidmex 6,SMIP-2 and Cargill are each a party to this Agreement solely for purposes ofcausing RCM to comply with this Agreement, and in particular (but withoutlimitation) with Sections 2 and 3 of this Agreement, and for purposes ofSection 13 of this Agreement.

**RECITALS**

**I.          Recitals of Option Grantor. **RCM, throughits respective representative, hereby represents and warrants to the otherparties that:

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(a)                      RCM is a limited liability partnership withVariable capital (s*ociedad deresponsabilidad limitada de capital variable)*, duly organized andvalidly existing under the Laws of Mexico and has the requisite power andauthority under the Laws of Mexico to conduct the business in which it isengaged, to own, operate, lease, encumber and use its properties and assetsthat it purports to own or use, and carry on its business as currentlyconducted.

(b)                         The execution of this Agreement, as well asthe performance of RCM’s obligations herein contained (i) are contemplated inRCM’s corporate purpose (*objeto social*),and (ii) will not violate, conflict with or result in a violation of, orconstitute a default (whether after the giving of notice, lapse of time orboth) 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, enforceableagainst RCM in accordance with its terms.

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

**II.          Recitals of Option Grantee**.  Grantee hereby represents and warrants to theother parties that:

(a)                          Grantee is a limited liability company, dulyorganized and validly existing under the Laws of Delaware and has the requisitepower and authority under the Laws of Delaware to conduct the business in whichit is engaged, to own, operate, lease, encumber and use its properties andassets that it purports to own or use, and carry on its business as currentlyconducted.

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

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

(d)                         Grantee’s legal representative has fullauthority in order to subscribe this Agreement on behalf of Grantee and to bindit to the terms and conditions herein contained, and that, as of the datehereof, 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 otherparties that:

(a)                      Bidmex 6 is a limited liability company, dulyorganized and validly existing under the Laws of Delaware and has the requisitepower and authority under the Laws of Delaware to conduct the business in whichit is engaged, to own, operate, lease, encumber and use its properties andassets that it purports to own or use, and carry on its business as currentlyconducted.

(b)                     The execution of this Agreement, as well asthe performance of Bidmex 6’s obligations herein contained (i) are contemplatedin Bidmex 6’s purpose, and (ii) will not violate, conflict with or result in aviolation 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 thisAgreement, 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 fullauthority in order to subscribe this Agreement on behalf of Bidmex 6 and tobind it to the terms and conditions herein contained, and that, as of the datehereof, 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 otherparties that:

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(a)                      SMIP-2 is a limited partnership, dulyorganized and validly existing under the Laws of Texas and has the requisitepower and authority under the Laws of Texas to conduct the business in which itis engaged, to own, operate, lease, encumber and use its properties and assetsthat it purports to own or use, and carry on its business as currentlyconducted.

(b)                     The execution of this Agreement, as well asthe performance of SMIP-2’s obligations herein contained (i) are contemplatedin SMIP-2’s purpose, and (ii) will not violate, conflict with or result in aviolation 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 thisAgreement, 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 fullauthority in order to subscribe this Agreement on behalf of SMIP-2 and to bindit to the terms and conditions herein contained, and that, as of the datehereof, 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 andvalidly existing under the Laws of Delaware and has the requisite power andauthority under the Laws of Delaware to conduct the business in which it isengaged, to own, operate, lease, encumber and use its properties and assetsthat it purports to own or use, and carry on its business as currentlyconducted.

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

(c)                      It is Cargill’s desire to execute thisAgreement, 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 fullauthority in order to subscribe this Agreement on behalf of Cargill and to bindit to the terms and conditions herein contained, and that, as of the datehereof, such authority has not been limited or revoked in any way whatsoever.

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

**VI.           Recitals of theParties. **The parties recite that:

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

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

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

**CLAUSES**

**Section 1.  Definitions.**Capitalized terms usedherein (and not defined elsewhere in this Agreement) shall have the meaningsset 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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transfer of the Loans pursuant to the Put Option andany servicing fees) which SAR or SAC (or any of their affiliates, advisors,agents or representatives) may have incurred (whether or not already paid) fromMarch 1, 2006 to the Put Closing Date, in respect of the corresponding Loanswith such fees and expenses being (i) calculated, when applicable as a portionof portfolio fees and expenses, on a pro rata basis with respect to anyindividual Loan as a fraction of all such Loans for which such fees andexpenses were incurred, and (ii) stated in Mexican pesos with any such fees and expenses that may havebeen incurred in U.S. dollars being converted to Mexican pesos at the ExchangeRate;

“Agreement” has the meaning ascribed thereto in the introductoryparagraph hereof;

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

“Banking Commission Letter” has the meaning ascribed thereto inSection 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 orobligated by Law or executive Order to be closed;

“Challenging Proceeding” has the meaning ascribed thereto inSection 2;

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

### “Dispute” means any controversy, claim, difference or disputeamong the parties relating to or associated with this Agreement or arisinghereunder other than a Mexican Law Dispute;

### “Exchange Rate” means the U.S. dollar/Mexican peso exchange rateused for payment of obligations denominated in foreign currency payable inMexico published by Mexican Central Bank (Banco de México) in the FederalOfficial

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### Gazette(Diario Oficial de la Federación) (or equivalent daily authoritative publicsource if the Diario Oficial de la Federación should cease publication or ceasepublishing exchange rate data) in effect at the close of business on theBusiness Day immediately preceding the date on which any payment under thisAgreement is to be made;

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

“Governmental Authority” means any federal, state, local, or anyforeign 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 andany Order;

“LoanAgreements” means all the agreements, contracts, promissory notes or othernegotiable instruments, guarantees, collateral and any other accessory documentor instrument by which residential and/or commercial loans or collection rightsare evidenced;

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

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

 “Order”means any decree, injunction, judgment, order, ruling, assessment or writ ofany 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 incourt against the debtors to obtain the payment of Loans, regardless of thestage of any such proceeding and/or the parties to the same;

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“Put Closing Date” has the meaning ascribed thereto in Section3;

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

“Put Option Price” has the meaning ascribed thereto in Section2;

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

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

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

“Taxes” means any federal, state, local or foreign income, grossreceipts, 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, personalproperty, capital stock, social security, unemployment, employment, disability,payroll, license, employee or other withholding, contributions or other tax, ofany kind whatsoever, including any interest, penalties or additions to tax oradditional amounts in respect of the foregoing;

“Termination Date” has the meaning ascribed thereto in Section4;

**Section 2.  Put Option.** In exchange for Grantee’s payment in theaggregate amount of $MxPs 1,000  to each (in the respective amountsshown in parentheses for each such recipient) of RCM ($MxPs600), 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 andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged by RCM, RCM hereby grants Grantee a put option as set forth inthis Agreement.  If any debtor of a Loanhas 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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any of the assignmentagreements referred to in paragraphs 2 and 3 of the “Background” section ofthis Agreement, with respect to the Supreme Court Ruling, Grantee will have theoption (“Put Option”) to sell to RCM, and to require RCM to purchasefrom SAR or SAC, such corresponding challenged Loan during the term of thisAgreement so long as the Challenging Proceeding either (i) remains unresolved,or (ii) is not resolved in Grantee’s favor and Grantee has not reached asettlement agreement with the applicable Loan debtor on all matters related tothe Loan other than the Challenging Proceeding.

Upon the exercise of a Put Option with respect toany Loan(s), RCM hereby promises to acquire such Loan(s), subject to the termsand 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 Expendituresrelated to such Loan, plus any Taxes (other than Taxes constituting partof the Administrative Expenditures) paid or payable with respect to the cash flow from each Loan, less anycash flow received by Grantee in respect of such Loan.  The right to assert any Put Option shall becomeeffective upon the consummation of the transactions contemplated in theInterest Purchase and Sale Agreement. Any Put Option must be exercised by Grantee on or before the TerminationDate; provided, however, that if the Termination Date isestablished by reference to the occurrence of February 1, 2008, then theGrantee 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 Optionis not exercised by the Grantee on or prior to April 1, 2008, Grantee will notbe entitled to exercise a Put Option regarding any such Loan.

**Section 3.  Exercise of the PutOption.**

 

Inorder for Grantee to exercise the Put Option pursuant to Section 2, Granteeshall timely issue a written notice to RCM (“Exercise Notice”), asprovided in Section 2 hereof, together with evidence of the ChallengingProceeding which is the subject matter of the Put Option.

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

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

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

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

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

SAR or SAC shall inform RCM of all and any circumstances of which theyhave knowledge regarding the Challenging Proceedings of the Loans subject to anExercise Notice.  If the acts in theChallenging Proceeding require the making of any decisions before the PutClosing Date, SAR or SAC shall make any such decisions in accordance with thereasonable written instructions of RCM, provided that such written instructionsdo not expose SAR, SAC or their respective affiliates to any liability.  In order to facilitate the proceduresconcerning notification, notarization and registration, as the case may be, ofthe 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 theperiod from the Put Closing Date until the date none of the Loans subject tothe Put Option remains outstanding.

SAR or SAC, as the case may be, shall perform all reasonable acts andadopt all reasonable measures necessary for the assignment of Loan(s) to RCMcontemplated hereunder becomes effective; provided that the costs of all suchacts and measures shall be deemed Administrative Expenditures.  SAR or SAC, as the case may be, must performall reasonable actions necessary in order for the assignment contemplatedhereunder to comply with all the applicable requirements of any GovernmentalAuthority; provided that the costs of all such acts and measures shall bedeemed Administrative Expenditures.

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In addition, upon the written request of RCM, SAR or SAC, as the casemay be, must execute the additional instruments that serve to evidence thisassignment of rights in order to facilitate its registration in thecorresponding public registries of property and commerce.  RCM will be responsible for the preparationof such instruments and of the expenses associated (including the expensesderived from the notarization of the same) with their formalization andregistry.  The POAs will be limitedspecial and irrevocable powers of attorney in a form reasonably satisfactory toRCM, authorizing RCM or its designee to act in the name and on behalf of SAR orSAC for the purpose of, and to exercise all powers necessary to carry out theintents and purposes of the assignment of the Loans derived from a Put Option(including without limitation actions in respect of real property collateralunderlying any such Loan).  The powers ofattorney referred to in this paragraph shall be referred to in this Agreementas the “POAs”.

SAR and SAC shall,and shall cause their Affiliates to, maintain in effect the POAs during thetime that any of the Loans remains outstanding and shall not revoke or revisethe terms of either POA without the express written consent of RCM.  Within three (3) Business Days of its receiptof any written request of RCM to change the Authorized Designee, SAR and SAC shallgrant an amended and restated POA to effect same.  Upon the revocation of either of the POAs inaccordance with the terms of this Section 3, RCM shall, and shall cause theAuthorized Designee to, cease using the name “Solución de ActivosResidenciales, S. de R.L. de C.V.” or “Solución de Activos Comerciales, S. deR.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 orSAC, as the case may be, or its designees a mandate without representation (*mandato sin representación*) in order for SAR or SAC or itsAuthorized Designees to continue handling the corresponding Proceedings in itsname but on behalf of RCM, through the POA granted to RCM or its AuthorizedDesignees.  The parties agree that SARand SAC will not receive any remuneration for the exercise of the mandate.

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

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SupremeCourt ruling is released that resolves the issue raised in the Supreme CourtRuling as to the interpretation of Article 93 of the Credit Institutions Law(the “Revised Ruling”); or (iii) the date that the National Banking andSecurities Commission resolves the issue raised in the Supreme Court Ruling asto the interpretation of Article 93 of the Credit Institutions Law, by issuinga letter (the “Banking Commission Letter”) confirming and/or ratifyingthe authorization for Banco Nacional de México, S.A., Integrante del GrupoFinanciero Banamex and/or Banco Nacional de Comercio Exterior, S.N.C. to assignthe Loans as of the dates of execution of the assignment agreements referred toin paragraphs 2 and 3 of the “Background” section of this Agreement orotherwise.  The obligation of RCM topurchase any Loan pursuant to Section 2 shall survive the termination of thisAgreement as to any Loan for which an Exercise Notice was submitted by Granteeprior to April 1, 2008.

**Section 5.  Notices**

(a)           Notices.  Except as expressly otherwise providedherein, all notices,requests, claims, demands and other communications under this Agreement will bein writing and will be deemed given if delivered personally, sent by overnightcourier (providing proof of delivery), or via facsimile to the parties at thefollowing addresses (or at such other address for a party as specified by likenotice):

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If to RCM, to:

Recuperación de CarterasMexicanas, 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 InvestmentPartners 2, L.P.

c/o FirstCity Mexico, Inc.6400 Imperial Drive (Delivery only)P.O. Box 8216Waco, Texas 76712-8216Attn:  Legal DepartmentFacsimile: 254-761-2953

with copy to:

Haynes and Boone, LLP901 Main Street, Suite 3100Dallas, Texas 75202Attn:  Paul H. AmielFacsimile:  214-200-0555

If to Cargill, to:

Cargill Financial ServicesInternational, Inc.12700 Whitewater DriveMinnetonka, Minnesota 55343-9439Attn:  Adam BernierFacsimile:  952-984-3905

with a copy to:

Cargill Financial ServicesInternational, Inc.12700 Whitewater DriveMinnetonka, Minnesota 55343-9439Attn:  James D. DingelFacsimile:  952-404-6344

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If to Grantee, to:

Bidmex Holding, LLCc/o FirstCity Mexico, Inc.6400 Imperial Drive (Delivery only)P.O. Box 8216Waco, Texas 76712-8216Attn:  Legal DepartmentFacsimile: 254-761-2953

with a copy to:

AIG Global Investment Group599 Lexington Avenue, 25th FloorNew York, New York 10022Attn:  Afsar Farman-Farmaian, Esq.,General Counsel, AIG Capital Recovery GroupFacsimile: 866-729-7836

and

Goodwin Procter LLP599 Lexington AvenueNew York, NY 10022Attn:  Andrew Weidhaas/Alyssa GrikscheitFacsimile:  (212) 355-3333

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

(b)                                Exception for Electronic Devices.  TheParties agree that the notifications to which this Section 5 refers to, shallnot be given through electronic, optical or any other technology devices,except for fax, notwithstanding the fact that such devices may be attributableto the Parties, or that these may be consulted subsequently.

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# **Section 6.  NoThird Party Beneficiaries.  **This Agreement is solely forthe benefit of the parties and this Agreement shall not otherwise be deemed toconfer upon or give to any other third party any right, claim, cause of actionor other interest herein.

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

**Section 8.**  **Governing Law.** Any Mexican Law Dispute arising underthis Agreement shall be governed by, and construed in accordance with, the Lawsof Mexico, Federal District (disregarding the provisions in connection withconflicts of law) and shall be resolved in accordance with Section 9 of thisAgreement.  Except as otherwise set forthin the preceding sentence, this Agreement shall be governed by, and construedin accordance with, the internal laws of the State of New York, United Statesof America (without giving effect to any choice of law or conflict of lawprovision or rule that would cause the application of the laws of any otherjurisdiction), and any Dispute hereunder shall be subject to resolution in anycourt of competent jurisdiction in the State of Delaware.  The provisions of this Section 8 shallsurvive the termination of this Agreement pursuant to Section 4 hereof.

**Section 9.  Arbitration.**

(a)                      Submission to Arbitration.  Anycontroversy, claim, difference or dispute among the parties arising under thisAgreement with respect to the validity of the Grantee’s exercise of a PutOption in the context of the applicability of the Revised Ruling or BankingCommission Letter or with respect to the termination Section of this Agreementbased on the items (ii) and (iii) of Section 4 collectively, the “MexicanLaw Disputes”), which cannot be amicably resolved between the partieshereto shall be finally settled, upon demand by either party hereto, by bindingarbitration in Mexico City, the same to be conducted under the auspices of theInternational Chamber of Commerce (“ICC”) and pursuant to the Rules ofArbitration of the International Chamber of Commerce (“ICC Rules”) in effect as of the date the dispute is broughtto the ICC.

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(b)                     Arbitrators.  Thereshall 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 withinthirty (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 prescribedlist.  A third (3rd) arbitrator, who shall be the chairman of the arbitral tribunal, shall beappointed by mutual agreement of the two (2) arbitrators so selected.  In the event of the failure of saidarbitrators to agree as to the chairman within twenty (20) calendar days after theappointment of the last of said arbitrators, the chairman shall be appointed bythe International Court of Arbitration (the “Court”) within fifteen (15) calendar days thereafter.  In the event that RCM, on the one hand, orthe Grantee, on the other, as the case may be, fails to nominate an arbitratorpursuant to this Section 9(b), upon request of any other party to thearbitration, such arbitrator shall instead be appointed by the ICC inaccordance with Article 9(2) of the ICC Rules within thirty (30) calendar daysof receiving such request.  Eacharbitrator shall be fluent in English and Spanish.

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

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

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expenses of thearbitration proceedings and the fees of the arbitral panel but each party shallbear its own legal counsel fees and expenses. If the arbitral award is a mixed award that grants an award or partialaward to more than one party, the arbitrators may in their discretion awardcosts, including legal fees, to the prevailing party.  Decisions of the arbitrators shall be inwriting and shall set forth the reasons therefore and, to the extentapplicable, the manner in which the amount of the award was calculated.

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

**Section 10.                Counterparts.**This Agreement isexecuted in several counterparts, each of which shall be deemed an originaland, jointly, shall constitute one sole instrument.

**Section 11.                Severability.**In the case that any of the clauses hereof isdeclared null or, in any other way, ineffective or non-enforceable inaccordance with the applicable Law, such provision shall be deemed nullexclusively for the effects of such provision, and such declaration of nullityshall not affect in any manner whatsoever the other provisions hereincontained, which shall continue to be fully effective and enforceable.

**Section 12.                Captions. **The captions contained in this Agreement arefor reference and convenience purposes only, and shall not, in any mannerwhatsoever, affect its construction of interpretation.

**Section 13.                AcknowledgmentAnd Indemnity. **Grantee acknowledges that each of Bidmex 6, SMIP-2 and Cargill is a party tothis Agreement solely for purposes of allowing or causing RCM to comply withthis Agreement, and in particular (but without limitation) with Sections 2 and3 of this Agreement, and for purposes of this Section 13.  If Grantee delivers an Exercise Notice to RCMin accordance with Section 3 and RCM fails to comply with its obligations underthis Agreement, Grantee shall have the right to cause Bidmex 6 and/or SMIP-2and/or Cargill to cause RCM to comply with this Agreement.  If RCM shall fail to comply with thisAgreement

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

**Section14.                Assignment. **Neither this Agreement nor any of the rights,interests or obligations under this Agreement may be assigned, in whole or inpart, by operation of law or otherwise by the parties hereto without the priorwritten consent of each party; provided, however that Bidmex Holding, LLC mayassign its rights, interests and obligations hereunder in connection with atransfer or sale of its interests in SAR and SAC without the prior writtenconsent of the other parties, and this Agreement shall continue in full forceand effect following such assignment; and provided further, however, thatCargill may assign its rights, interests and obligations hereunder to Bidmex 6,RCM, or FirstCity Financial Corporation (“FCFC”) or any of FCFC’saffiliates without the prior written consent of the other parties but suchassignment shall not terminate or otherwise limit Cargill’s obligations toGrantee hereunder, and this Agreement shall continue in full force and effectfollowing such assignment by Cargill or Bidmex Holding, LLC.  Any assignment in violation of the precedingsentence will be void.  Subject to thepreceding sentence, this Agreement will be binding upon, inure to the benefitof, and be enforceable by, the parties and their respective successors andassigns.

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### IN WITNESS WHEREOF, THE PARTIES HERETO HAVECAUSED THIS Put Option Agreement to be signed by their respective officersthereunto 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 PutOption Agreement

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|        | 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 PutOption Agreement

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Schedule“A”

 

SAR Loans

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

DESCRIBEEACH OF THE ASSIGNED LOANS OF SAR BY IDENTIFYING – DEBTOR NAME, GRANTEE’SIDENTIFICATION NUMBER FOR THE LOAN, PRINCIPAL DUE AMOUNT, AND PUT PRICE

Exhibits to Put OptionAgreement

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Schedule“B”

 

SAC Loans

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

DESCRIBEEACH OF THE ASSIGNED LOANS OF SAC BY IDENTIFYING – DEBTOR, GRANTEE’SIDENTIFICATION NUMBER FOR THE LOAN, PRINCIPAL DUE AMOUNT, AND PUT PRICE

Exhibits to Put OptionAgreement

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Schedule “C”

 

SUPREMECOURT RULING

Exhibits to Put OptionAgreement

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