Contact: Suzy W. Taylor - FIRSTCITY FINANCIAL CORP - 11-27-2002

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					EXHIBIT 99(a)(7) contact: Suzy W. Taylor (866) 652-1810 FIRSTCITY FINANCIAL ANNOUNCES EXECUTION OF AGREEMENT FOR $16 MILLION NON-RECOURSE LOAN WACO, TEXAS, NOVEMBER 27, 2002...FirstCity Financial Corporation (Nasdaq: FCFC) today announced that FirstCity and Bank of Scotland have executed an agreement that provides that Bank of Scotland will lend FirstCity $16 million on the terms set forth in the agreement. The $16 million nonrecourse loan will be secured by (among other things) a 20% interest in Drive. FirstCity intends to use the $16 million loan to provide the cash portion for its exchange offer for New Preferred Stock. Upon the fulfillment of the conditions set forth in the agreement, FirstCity and Bank of Scotland will close the $16 million loan at the closing of the exchange offer. FirstCity is offering to exchange each share of its New Preferred Stock for, at the holder's election, either: (1) $10.00 cash and 2 shares of FirstCity's common stock, or (2) $ 8.00 cash and 3 shares of FirstCity's common stock. As a result of the execution of this agreement concerning the $16 million loan, in accordance with the SEC's rules, the exchange offer will remain open until 12:00 midnight on Wednesday, December 4, 2002, unless extended. The exchange offer is subject to several conditions. The most significant conditions include: (1) the closing of the $16 million non-recourse loan from Bank of Scotland described above, (2) the tender of at least 80% of the outstanding shares of New Preferred Stock, and (3) the lack of any change or development involving a prospective change in or affecting FirstCity's business or financial affairs that, in the reasonable judgment of FirstCity's board of directors, would or might prohibit, restrict or delay consummation of the exchange offer or materially impair the contemplated benefits to FirstCity of the exchange offer. Because there are multiple conditions to the closing of the transactions contemplated by the recapitalization that are beyond the control of FirstCity, FirstCity cannot provide any assurances that these conditions will be satisfied and that the exchange offer and the recapitalization will close. FirstCity has filed with the SEC a prospectus supplement concerning the execution of the loan documentation. FirstCity will also mail a copy of the prospectus supplement to holders of New Preferred Stock as of the record date of the exchange offer. As of November 26, 2002, approximately 1,015,404 shares, or approximately 83.0%, of New Preferred Stock have been deposited with the exchange agent with respect to the exchange offer. Materials regarding the exchange offer have been mailed to holders of New Preferred Stock. FirstCity has filed a tender offer statement and other related documents with the Securities and Exchange Commission concerning the exchange offer. Copies of the exchange offer materials may be obtained either from Suzy Taylor, by calling her toll free at (866) 652-1810, or from the SEC's website, www.sec.gov. HOLDERS OF NEW

PREFERRED STOCK ARE STRONGLY ADVISED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

PREFERRED STOCK ARE STRONGLY ADVISED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. This news release shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, nor shall there be any exchange or sale of these securities in any State in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Certain statements in this press release, which are not historical in fact, including, but not limited to, statements relating to the proposed recapitalization and future performance, may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, performance or achievements, and may contain the words "expect", "intend", "plan", "estimate", "believe", "will be", "will continue", "will likely result", and similar expressions. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. There are many important factors that could cause FirstCity's actual results to differ materially from those indicated in the forward-looking statements. These factors include, but are not limited to, the consummation of the exchange offer and the other transactions of the recapitalization; the effects of the exchange offer and the recapitalization in general; the performance of FirstCity's subsidiaries and affiliates; availability of portfolio assets; assumptions underlying portfolio asset performance, the degree to which the FirstCity is leveraged; FirstCity's continued need for financing; availability of FirstCity's credit facilities; the impact of certain covenants in loan agreements of FirstCity and its subsidiaries, general economic conditions; interest rate risk; changes (legislative and otherwise) in the asset securitization industry; fluctuation in residential and commercial real estate values; capital markets conditions, including the markets for asset-backed securities; risks of declining value of loans, collateral or assets; risks associated with foreign operations; currency exchange rate fluctuations and foreign social and economic conditions; the ability of FirstCity to utilize net operating loss carryforwards; uncertainties of any litigation arising from discontinued operations; factors more fully discussed and identified under Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," risk factors and other risks identified in FirstCity's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2001, as well as in FirstCity's other filings with the SEC, including the registration statement described above. Many of these factors are beyond FirstCity's control. In addition, it should be noted that past financial and operational performance of FirstCity is not necessarily indicative of future financial and operational performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. The forward-looking statements in this release speak only as of the date of this release. FirstCity expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in FirstCity's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. FirstCity is a diversified financial services company with operations dedicated to portfolio asset acquisition and resolution and consumer lending with offices in the U.S. and with affiliate organizations in France and Mexico. Its common stock (FCFC) and New Preferred Stock (FCFCO) are listed on the Nasdaq National Market System. 2

EXHIBIT 99(d)(5) [LETTERHEAD OF THE GOVERNOR AND COMPANY OF BANK OF SCOTLAND] November 25, 2002 FirstCity Consumer Lending Corporation Waco, Texas 76712 Attention: Jim Sartain, Chairman of the Board Dear Sirs:

EXHIBIT 99(d)(5) [LETTERHEAD OF THE GOVERNOR AND COMPANY OF BANK OF SCOTLAND] November 25, 2002 FirstCity Consumer Lending Corporation Waco, Texas 76712 Attention: Jim Sartain, Chairman of the Board Dear Sirs: The undersigned, The Governor and Company of the Bank of Scotland ("Lender"), hereby confirms that it will lend you ("Borrower" or "CLC") $16,000,000 (the "Loan") on the terms and conditions set forth in the form of Promissory Note (the "Note") attached hereto as Annex A (with such changes therein, if any, as you and Lender may agree to) if and when each of the following conditions are fulfilled to the satisfaction of Lender (or waived by Lender, which it shall have no obligation to do) on the Closing Date. The first date on which all of the following conditions have been fulfilled to Lender's satisfaction (or waived by Lender, if Lender in its discretion chooses to waive any of such conditions) and the Loan is made is herein referred to as the "Closing Date". If the Closing Date shall not have occurred by the close of business (New York time) on December 31, 2002 (or such later time or date as Lender may consent to in writing), the provisions of this Letter Agreement shall (except as may otherwise be specified in this Letter Agreement) be deemed rescinded, null and void. 1. Definitions. 1.1 Defined Terms. Terms used herein without definition shall have the meaning provided therefor (i) in the Note (if defined therein) and (ii) (if not defined in the Note) as set forth in Annex B hereto. Terms defined herein (directly or by cross-reference) shall include in the singular number the plural and in the plural number the singular. References to any gender shall include all genders. 1.2 Certain Terms. All references to Sections in this Letter Agreement or in Annex B (but not Annex A) hereto shall be deemed references to Sections in this Letter Agreement unless otherwise specified. Phrases such as "hereof" and "herein" refer to the entire Letter Agreement (including Annex B but not Annex A hereto) and not just the section or other portion in which said reference appears. As used in this Letter Agreement, the terms "including," "including without limitation" and "such as" (and like terms) are illustrative and not limitative. Unless otherwise specified, references to this Letter Agreement shall not include Annex A hereto. 2. Closing Conditions. The obligation of Lender to make the Loan is subject to (a) the truth and accuracy of the certificates to be furnished by the various parties required below to deliver certificates, and (b) each of the following conditions being fulfilled to the satisfaction of Lender (or waived by it) on the Closing Date (unless otherwise specifically indicated below): 2.1 No Default, etc. On the Closing Date (both before and after giving effect to the transactions to occur on that date under this Letter Agreement, the Note, the other Executed Documents and the Loan Agreements, there shall exist no Default or Event of Default and all representations and warranties made by the Loan Parties in the Executed Documents shall be true and correct in all material respects with the same effect as though such representations and warranties have been made at and as of such time. 1

2.2 Form U-1. If requested by Lender, the Borrower shall have deliver to Lender a duly completed Form U-1 of the Board of Governors of the Federal Reserve System. 2.3 Officers' Certificates; Supporting Documents. There shall have been delivered to Lender such information and copies of documents, approvals (if any) and records (certified where appropriate) of such corporate, partnership, limited liability company and legal proceedings as Lender may have reasonably requested relating to

2.2 Form U-1. If requested by Lender, the Borrower shall have deliver to Lender a duly completed Form U-1 of the Board of Governors of the Federal Reserve System. 2.3 Officers' Certificates; Supporting Documents. There shall have been delivered to Lender such information and copies of documents, approvals (if any) and records (certified where appropriate) of such corporate, partnership, limited liability company and legal proceedings as Lender may have reasonably requested relating to the Loan Parties' and Pledged Entities' organization and the entering into and performance of the Executed Documents to which each Loan Party is a party. Such documents shall, in any event, include: (a) certified copies of the Charter Documents of such Persons (in each case, to the extent changed from copies previously given to Lender or any of its directly-owned Subsidiaries), and long form good standing certificates (or analogous documents satisfactory to Lender), of a date not earlier than 10 days prior to the Closing Date for each of such Persons; (b) certificates of authorized officers of each of the Loan Parties (except as otherwise agreed to by Lender), certifying the resolutions of each such Person relating to the entering into and performance of the Executed Documents to which each such Person is a party and the transactions contemplated thereby, and further certifying that such resolutions have not been amended, modified, superseded or revoked and remain in full force and effect; (c) certificates of authorized officers of each of the Loan Parties (except as otherwise agreed to by Lender), with respect to the incumbency and specimen signatures of its officers or representatives authorized to execute such documents and any other documents and papers, and to take any other action, in connection herewith or therewith; and (d) certificates of an authorized officer of each of FC and CLC (and of the other Loan Parties, to the extent requested by Lender) certifying, as of the Closing Date, compliance with the conditions of Sections 2.1, 2.6(d), 2.6(e), 2.7, 2.9 (as to the Loan Parties), 2.10, 2.13, 2.16 and 2.19(b) hereof and also the absence of any Material Adverse Change of the type referred to in Section 2.17(a) with respect to any member of the FC Group and the absence of any event of the type referred to in Section 2.17(b) (first sentence, with respect to any member of the FC Group and, to the knowledge of FC and CLC, any of the other Persons referenced) or 2.19 (c) (with respect to any member of the FC Group and, to the knowledge of FC and CLC, any of the other Persons referenced). 2.4 Charter Documents. (a) Drive-GP shall have consented to the pledge of the Limited Partnership Interests by Funding to the extent required by the Drive Entities' Charter Documents, and the required voting percentage of the members of DriveGP (as provided for in its limited liability company agreement) shall have consented to the pledge of the Membership Interests. Evidence satisfactory to the Lender of such consents shall have been delivered to Lender. (b) All other conditions (if any) required by the Charter Documents of the Pledged Entities to be complied with in order for the equity interests in such Persons being pledged to be pledged shall have been fulfilled in accordance with the terms thereof and Lender shall have received certificates from each such Person (or other evidence satisfactory to Lender) to the effect that such requirements have been complied with. 2.5 Executed Documents. 2

(a) The Note, substantially in the form of Annex A hereto and otherwise satisfactory in form and substance to Lender, shall have been executed and delivered by the Borrower. (b) The Guarantee Agreement, the Pledge Agreement, the Security Agreement and the Fee Letter, each satisfactory in form and substance to Lender, shall have been executed and delivered by the respective parties thereto (other than Lender).

(a) The Note, substantially in the form of Annex A hereto and otherwise satisfactory in form and substance to Lender, shall have been executed and delivered by the Borrower. (b) The Guarantee Agreement, the Pledge Agreement, the Security Agreement and the Fee Letter, each satisfactory in form and substance to Lender, shall have been executed and delivered by the respective parties thereto (other than Lender). (c) If Borrower delivers the Disclosure Letter referred to at the end of Article IV of the Note, such letter is required to be satisfactory to Lender in all respects. 2.6 Collateral. (a) The text of all UCC-1 financing statements shall be satisfactory to Lender and shall have been filed in the appropriate offices. (b) Evidence satisfactory to Lender as to absence of any Lien (other than for Liens permitted to exist by the relevant Security Document) on any Collateral. (c) For all parties granting security interests: Evidence satisfactory to Lender of all filings of financing statements under the applicable Uniform Commercial Code, satisfactory Lien search requests on Form UCC-11 and analogous forms confirming the absence of any perfected security interests prior to Lender's Liens (except as otherwise permitted by the Security Documents) and all other actions with respect to the Liens created by the Security Documents as necessary or appropriate to perfect such liens. (d) All certificated securities pledged under any Security Documents shall have been delivered to Lender, together with undated stock powers for such certificates duly executed in blank by the holder of such securities. (e) The Liens of Lender in all equity interests pledged under the Security Documents shall have been recorded on the stock transfer books of the Pledged Entities or other relevant locations. (f) An agreement among the Deposit Bank, Lender, FC and CLC, satisfactory in form and substance to all parties, with respect to the cash collateral accounts established by the Executed Documents shall have been executed and delivered by the parties thereto. 2.7 Exchange Offer. (a) Holders of no fewer than 80% of the outstanding shares of New Preferred Stock shall have accepted the Exchange Offer, tendered their shares to the Exchange Agent for exchange in accordance with the terms thereof and not withdrawn their shares. Lender shall have received a certificate from the Exchange Agent, in form and substance satisfactory to Lender, on the Closing Date to that effect. (b) The Registration Statement shall have become effective and not be the subject of any "stop order." No Legal Action shall be pending or threatened before or by any Government Authority seeking to withdraw any shares tendered pursuant to the Exchange Offer if the result of such Legal Action (if adversely determined) would cause the aggregate number of outstanding shares tendered and not withdrawn or sought to be withdrawn to be fewer than 80% of the outstanding shares of New Preferred Stock. (c) The opinions of counsel delivered to any Loan Party by counsel for such Loan Party in connection with the Exchange Offer or any matter related to the Exchange Offer, shall have been 3

delivered to Lender, together with a letter from each such counsel stating that Lender may rely upon such opinions with the same effect as if said opinions were addressed to them. 2.8 Notice of Conversion. Borrower shall have delivered (i) a written notice to Lender requesting that it make the Loan, and (ii) the Notice of Conversion referred to in the last sentence of Section 1.1 of the Note, each in form

delivered to Lender, together with a letter from each such counsel stating that Lender may rely upon such opinions with the same effect as if said opinions were addressed to them. 2.8 Notice of Conversion. Borrower shall have delivered (i) a written notice to Lender requesting that it make the Loan, and (ii) the Notice of Conversion referred to in the last sentence of Section 1.1 of the Note, each in form and substance satisfactory to Lender. 2.9 Approvals and Consents. All orders, permissions, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations with, and exemptions by, any Government Authority, or any other Person, required to authorize or required in connection with the execution, delivery and performance of this Letter Agreement and the Executed Documents and the transactions contemplated hereby and thereby (including without limitation the Exchange Offer) by any party hereto or thereto shall have been obtained. If so requested, copies of any of the foregoing received by any Loan Party or Pledged Entity shall be furnished to Lender, certified (if so requested) by an officer of FC or CLC (as appropriate) as a true and correct copy and being in full force and effect and final and not subject to modification or appeal). 2.10 Employees. No Management Member shall have resigned as an officer or employee of Drive or advised any of the parties of his intention to do so. 2.11 Existing Loan Agreement. The Restated Loan Agreement shall have been executed and delivered by the parties thereto and the Amendment Effective Date (as defined therein) shall have occurred. 2.12 New Loans to FC. The Portfolio Acquisition Loan Agreement shall have been executed and delivered by the parties thereto and the Closing Date (as defined therein) shall have occurred. 2.13 Distributions. Neither Funding nor Drive shall have declared, ordered, paid or made, directly or indirectly, any Distribution or set apart any sum or property therefor, or agreed to do so, in each case except for (i) Distributions required by Section 2.7 of the Shareholders Agreement, and (ii) those (if any) consented to by Lender in writing. 2.14 Intercreditor Agreement. Execution of an intercreditor agreement between and among Lender and the lenders under the Current Loan Agreement and the Portfolio Acquisition Loan Agreement. 2.15 Financial Statements. Lender's receipt of, and satisfaction with, the year-to date financial statements of Guarantor, Borrower, Funding and Drive. 2.16 FC Holdings. FC shall have purchased the 20% ownership in FirstCity Holdings Corporation, currently held by senior management, on terms satisfactory to all parties. 2.17 Adverse Change. (a) There shall have been, in the opinion of Lender, no Material Adverse Change since December 31, 2001 with respect to the Drive Group taken as a whole or any member thereof or with respect to the FC Group taken as a whole or any of the Primary Obligors (as defined in the Current Loan Agreement). Lender shall not have become aware of any previously undisclosed information with respect to any member of the FC Group (any such member, an "FC Party"), any MG Entity or any Drive Entity which, in the opinion of Lender, would have such a Material Adverse Effect. 4

(b) No FC Party, Drive Entity, member of the BOS Group or Funding shall have been (in the opinion of Lender) the subject of ridicule, contempt or disgrace, or had its business, operations or reputation adversely affected, by virtue of any act (or omission to act) by any FC Party, any MG Entity or any Drive Entity. Lender shall not have become aware of any previously undisclosed information with respect to any FC Party, any MG Entity or any Drive Entity which, in the opinion of Lender, would (if publicly disclosed) subject any FC Party, any Drive Entity, or any member of the BOS Group to ridicule, contempt or disgrace or adversely affect the business, operations or reputation of any FC Party, any Drive Entity, or any member of the BOS Group.

(b) No FC Party, Drive Entity, member of the BOS Group or Funding shall have been (in the opinion of Lender) the subject of ridicule, contempt or disgrace, or had its business, operations or reputation adversely affected, by virtue of any act (or omission to act) by any FC Party, any MG Entity or any Drive Entity. Lender shall not have become aware of any previously undisclosed information with respect to any FC Party, any MG Entity or any Drive Entity which, in the opinion of Lender, would (if publicly disclosed) subject any FC Party, any Drive Entity, or any member of the BOS Group to ridicule, contempt or disgrace or adversely affect the business, operations or reputation of any FC Party, any Drive Entity, or any member of the BOS Group. 2.18 Legal Opinions. Lender shall have received legal opinions in form and substance satisfactory to them, addressed to Lender and dated the Closing Date, from Haynes and Boone, LLP, counsel to the Loan Parties, and, if requested by Lender, Cowles & Thompson, P.C., counsel to the Drive Entities. 2.19 Change in Law; Litigation. (a) No provision of Applicable Law or the interpretation thereof by any Government Authority, in the opinion of Lender, shall make it illegal for Lender (or any Person of which Lender is a Subsidiary) to effect the transactions contemplated hereby or by any of the Executed Documents. (b) No Legal Action shall be pending or threatened before or by any Government Authority seeking to restrain, prohibit, make illegal or delay materially, or seeking damages from any of the Loan Parties or Pledged Entities or any member of the BOS Group in connection with, or to impose any materially adverse conditions on any Loan Party or Pledged Entity or any member of the BOS Group in connection with, the consummation of the transactions contemplated by this Letter Agreement, the Exchange Offer or any Executed Document. (c) No Legal Action shall be pending or threatened before or by any Government Authority against any Loan Party, any Pledged Entity, any Drive Entity, any MG Entity or any executive officer of any of the foregoing which, in the opinion of Lender, could (if adversely determined) have a Material Adverse Effect on any of the foregoing Persons or which challenges the legality or propriety of any past or present business practice of any Drive Entity or Funding Entity or would adversely affect the reputation of any FC Party, any Drive Entity, any Funding Entity or any member of the BOS Group. 2.20 All Proceedings to be Satisfactory. All corporate, partnership, limited liability company and other legal matters and all instruments in connection with the transactions contemplated by this Letter Agreement and the other documents referred to herein shall be reasonably satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents which either may reasonably have requested in connection herewith or therewith, such documents where requested or appropriate to be certified by proper company officials or Government Authorities. 2.21 Fees and Expenses. The fees and expenses (through the Closing Date) of counsel for Lender and other members of the BOS Group, Sullivan & Worcester LLP and Sullivan & Cromwell and (if any) local or special counsel, and by KPMG and other external parties retained by members of the BOS Group in connection with the transactions contemplated by the Executed Documents or by the June SPA and related documents and agreements shall (to the extent demand for payment thereof shall have been made) have been paid in full by FC or (where applicable) Drive. All documents, agreements, certificates, financial statements, legal opinions, analyses, reports and other papers required to be delivered by this Section 2 shall be in form and substance satisfactory to Lender and shall be delivered to it at the location specified below for the Closing or as Lender may otherwise direct. 5

3. Closings. The closing ("Closing") of the Loan shall be held at the offices of Sullivan & Worcester LLP or the Lender in New York, New York (or such other place as the parties hereto shall agree) at such time and on such date (but in any event within three business days after the satisfaction, or waiver by Lender, of the applicable conditions set forth in Section 2 hereof) as CLC and Lender shall agree. 4. Miscellaneous Provisions.

3. Closings. The closing ("Closing") of the Loan shall be held at the offices of Sullivan & Worcester LLP or the Lender in New York, New York (or such other place as the parties hereto shall agree) at such time and on such date (but in any event within three business days after the satisfaction, or waiver by Lender, of the applicable conditions set forth in Section 2 hereof) as CLC and Lender shall agree. 4. Miscellaneous Provisions. 4.1 Termination. This Letter Agreement may be terminated at any time prior to the Closing Date by the mutual written consent of CLC and Lender. 4.2 Amendment; Waiver. (a) Except as may otherwise be specified herein, no provision of this Letter Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by Lender and Borrower. Any such change, discharge or termination shall be effective only in the specific instance and for the specific purposes for which made or given. (b) No failure or delay on the part of any of the parties hereto in exercising any right, power or privilege under this Letter Agreement, and no course of dealing between or among any one or more of them shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 4.3 Entire Agreement. (a) This Letter Agreement amends, and as so amended, replaces in its entirety, the letter agreement between and among the parties hereto dated September 26, 2002 on the same subject. (b) THIS LETTER AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG BORROWER, GUARANTOR AND LENDER WITH RESPECT TO THE OBLIGATION OF LENDER TO MAKE THE LOAN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. (c) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 4.4 SPA. The parties hereto acknowledge that the obligation of the IFA Entities to purchase and acquire, and of the Selling Entities (as defined therein) to sell, the securities and interests that were the subject of the June SPA have expired. 4.5 Jurisdiction. Each party hereto hereby agrees that ANY LEGAL ACTION OR PROCEEDING AGAINST IT OR ANY OF ITS AFFILIATES WITH RESPECT TO THIS LETTER AGREEMENT MAY (AND SHALL EXCLUSIVELY) BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK as the party bringing such action or proceeding may elect, and, by execution and delivery hereof, each of the parties hereto hereby accepts and consents for itself and in respect to its property, generally and unconditionally, with respect to any such action or proceeding, the exclusive jurisdiction of the aforesaid courts and waives any right to stay or to dismiss any such action or proceeding brought before said courts on the basis of forum non conveniens; provided that nothing contained herein shall limit the right of Lender or any member of the BOS Group to bring any such action or proceeding in the courts of Texas or any other jurisdiction where Lender or such 6

member may obtain proper jurisdiction over such party. The parties hereto further agree that the provisions of Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Letter Agreement. Each party hereto hereby irrevocably consents that all process served or brought against it with respect to any such action or proceeding in any such court shall be effective and binding service in every respect if sent by registered mail, or (if permitted by law) by Federal Express or other similar overnight courier service, to such party; nothing in this Section 4.5 shall affect the right of any party hereto to serve process in any other

member may obtain proper jurisdiction over such party. The parties hereto further agree that the provisions of Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York shall apply to this Letter Agreement. Each party hereto hereby irrevocably consents that all process served or brought against it with respect to any such action or proceeding in any such court shall be effective and binding service in every respect if sent by registered mail, or (if permitted by law) by Federal Express or other similar overnight courier service, to such party; nothing in this Section 4.5 shall affect the right of any party hereto to serve process in any other manner permitted by law. 4.6 Headings; Counterparts. The headings contained in this Letter Agreement are for reference purposes only and shall not limit or otherwise affect the meaning of any provision of this Letter Agreement. 4.7 Expenses. All charges and expenses (including those of special and local counsel, and accountants and other external third parties) incurred by Lender or its affiliates in connection with the proposed Loan, including but not limited to legal costs incurred in connection with the preparation of this Letter Agreement, the Loan Documents and other appropriate legal documents and stamp or other recording taxes or charges, shall be for the Borrower's and Guarantor's account on a full-recourse basis even if the Loan is not made. 4.8 Indemnification. The Guarantor and the Borrower hereby jointly and severally agree to indemnify the Lender and its affiliates and their respective present and future officers, directors, employees and agents (collectively the "Indemnified Parties" ) against, and agree to hold the Indemnified Parties harmless from, any and all liability, losses, damages and expenses (including reasonable counsel fees and expenses) of any kind whatsoever which may be incurred by any of the Indemnified Parties arising out of, in any way connected with, or as a result of (i) the execution and delivery of this Letter Agreement and the transactions contemplated hereby, the Note, any other document contemplated hereby or thereby or the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder, or (ii) any claim, action, suit, investigation or proceeding relating to (A) any Collateral or (B) Borrower, any other Loan Party or Subsidiary or any Affiliate of any of the foregoing in connection with any of the transactions contemplated by this Letter Agreement or any of the other Loan Documents, in each case whether or not the Indemnified Party is a party thereto or target thereof; provided that the foregoing indemnity shall not apply to (x) any such liability, losses, damages or expenses of an Indemnified Party hereunder to the extent arising from the willful misconduct or gross negligence of such Indemnified Party, provided that such willful misconduct or gross negligence is determined to have occurred by a final and nonappealable decision of a court of competent jurisdiction, or (y) any portion of such liabilities, losses or damages payable to any MG Entity in connection with any claims brought by any of them (or any expenses incurred in connection therewith) to the extent that neither Borrower nor any other member of the FC Group was in any way responsible therefor; and provided further the foregoing indemnities are not for the benefit of any MG Entity, and no MG Entity shall be considered an "Indemnified Party," regardless of the capacity in which such person or entity shall seek indemnification or to be considered such a party. 4.9 Governing Law. THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 4.10 Lender. At Lender's discretion, an affiliate of the Lender may make the Loan instead of the Lender. 7

EACH OF THE BORROWER, THE GUARANTOR AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS LETTER AGREEMENT, THE PROPOSED LOAN, OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER, THE GUARANTOR, ANY LOAN PARTY OR PLEDGED ENTITY, ANY MG ENTITY, OR THE LENDER OR ANY AFFILIATE THEREOF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS LETTER

EACH OF THE BORROWER, THE GUARANTOR AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS LETTER AGREEMENT, THE PROPOSED LOAN, OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER, THE GUARANTOR, ANY LOAN PARTY OR PLEDGED ENTITY, ANY MG ENTITY, OR THE LENDER OR ANY AFFILIATE THEREOF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS LETTER AGREEMENT. The foregoing provisions concerning governing law, expenses, indemnification and waiver of jury trial shall become effective immediately upon the execution and delivery hereof by you and shall remain operative and in full force and effect whether or not the Note or any other document contemplated hereby shall be executed and delivered, and regardless of the expiration or termination of the offer made by this Letter Agreement and regardless of any investigation made by or on behalf of the Lender or any of its affiliates or any of the Loan Parties. It is understood and agreed that this Letter Agreement has been prepared for your benefit only and may not be relied on by any other person or entity. This Letter Agreement may be executed in any number of counterparts by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. Telecopied signatures hereto shall be of the same force and effect as an original of a manually signed copy. Very truly yours, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
By /s/ Jack S. Dykes ----------------------------------Jack S Dykes Executive Vice President Accepted as of November 25, 2002 FIRSTCITY FINANCIAL CORPORATION By /s/ James T. Sartain ----------------------------------James T. Sartain, President

AGREED TO: FIRSTCITY CONSUMER LENDING CORPORATION
By /s/ James T. Sartain ----------------------------------James T. Sartain Chairman of the Board

8

Annex A draft 11/26/2002 PROMISSORY NOTE

Annex A draft 11/26/2002 PROMISSORY NOTE $16,000,000.00 New York, New York December [--], 2002 FIRSTCITY CONSUMER LENDING CORPORATION, a Texas corporation ("Borrower" or "CLC"), FOR VALUE RECEIVED, hereby promises to pay to the order of THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND (the "Lender," which term shall include any subsequent holder hereof), the principal sum of SIXTEEN MILLION DOLLARS in lawful money of the United States of America and in same day funds, on December [--,] 2007 (the "Scheduled Maturity Date"). I INTEREST; PREPAYMENT 1.1 Interest. Borrower promises also to pay interest on the unpaid principal amount of the Loan in like money and like funds from the date the Loan is made until such principal amount shall be due (by acceleration or otherwise) at the following interest rates: (x) the Loan when it is a Eurodollar Loan, a rate per annum equal to 1% in excess of LIBOR for the Eurodollar Interest Period selected by Borrower, and (y) the Loan when it is a Base Rate Loan, a rate per annum equal to the Base Rate, such rate per annum to change on the effective date of each change in the Base Rate. 1.2 Interest Payment Dates. Interest on a Eurodollar Loan shall be payable at the expiration of the Eurodollar Interest Period for such Loan and (if earlier) the date when such Eurodollar Loan shall become due (by acceleration or otherwise) and, if the Eurodollar Interest Period is longer than one month, at the end of each 1month interval within such Eurodollar Interest Period. Interest on a Base Rate Loan shall be paid on the last Business Day of each month and upon maturity (by acceleration or otherwise) and (after maturity) on demand. Interest shall also be payable upon any repayment of the Loan (in whole or in part) and, after maturity (whether by acceleration or otherwise), on demand. In each case, interest shall be computed for the actual number of days elapsed on the basis of a 360-day year. 1.3 Default Rate. During the existence of an Event of Default, each Loan (and any overdue interest) shall bear interest (before as well as after judgment) for each day, payable on demand, at a rate per annum (the "Past-Due Rate") equal to 2% per annum in excess of the interest rate then otherwise applicable to such Loan on such date; provided, however, that if (x) an Event of Default described in Section 7.6 hereof occurs or (y) the principal hereof is declared to be immediately due and payable pursuant to Article VII hereof, then the Past-Due Rate for each day shall be equal to the greater of (x) 2% per annum in excess of the interest rate then otherwise applicable to such Loan, and (y) 18%. 1.4 Non-Business Days. If the date for any payment due hereunder would otherwise fall on a day which is not a Business Day, such payment date shall be extended to the next following Business Day with interest payable at the applicable rate specified herein during such extension; provided, however, that (with respect to Eurodollar Loans only) if such next Business Day would fall in the next calendar month, such payment shall become due on the immediately preceding Business Day. 1.5 Voluntary Repayment. (a) Except pursuant to a demand made by Lender following maturity of this Note (by acceleration or otherwise), Eurodollar Loans may be repaid only on the Scheduled Rollover Date therefor (or, when such date is not a Business Day, as otherwise provided herein); Borrower shall have no right to prepay any Eurodollar Loan in whole or in part.

(b) Borrower may voluntarily repay all or any portion of the principal amount of Base Rate Loans, without premium or penalty, upon not less than one Business Day's prior notice to Lender of the date and amount of such repayment; any such partial repayments shall be in a minimum amount of $500,000 and (if greater) in integral multiples of $100,000. Borrower may also voluntarily repay all or any portion of the principal amount of Eurodollar Loans on the Scheduled Rollover Date therefor, without premium or penalty, upon not less than four

(b) Borrower may voluntarily repay all or any portion of the principal amount of Base Rate Loans, without premium or penalty, upon not less than one Business Day's prior notice to Lender of the date and amount of such repayment; any such partial repayments shall be in a minimum amount of $500,000 and (if greater) in integral multiples of $100,000. Borrower may also voluntarily repay all or any portion of the principal amount of Eurodollar Loans on the Scheduled Rollover Date therefor, without premium or penalty, upon not less than four Business Day's prior notice to Lender of the amount of such repayment; any such partial repayments shall be in a minimum amount of $100,000 and (if greater) in integral multiples of $50,000. All repayments in full shall be accompanied by the payment of all interest accrued on the amount repaid. 1.6 Mandatory Prepayments. (a) Borrower shall, within two Business Days of the receipt by Funding or any member of the FC Group of any Net Proceeds from any Transfer of any Drive Interests owned of record or beneficially by Borrower or Guarantor, prepay this Note by an amount equal to the Specified Percentage of the amount of Net Proceeds so received. (b) Borrower shall, within two Business Days of the payment of any Distributable Dividend by a Drive Entity to a member of the FC Group, prepay this Note by an amount equal to the Specified Percentage of the amount of such Distributable Dividend. (c) Borrower shall, within two Business Days of the receipt by any member of the FC Group of any Debt Distribution (by redemption or otherwise), prepay this Note by an amount equal to the Specified Percentage of the amount of such Debt Distribution. (d) Amounts paid pursuant to the foregoing provisions of this Section 1.6 shall first be applied to any Base Rate Loans at the time outstanding (until same are paid in full) and thereafter to outstanding Eurodollar Loans. On each date that a prepayment is so required, an aggregate principal amount of this Note equal to the amount required to be paid on such date shall mature and become due and payable. 1.7 Prepayment Account. If pursuant to Section 1.6, any prepayment must be made in respect of a Eurodollar Loan on a date other than an Scheduled Rollover Date and Borrower does not wish to pay any compensation in respect of such prepayment pursuant to Section 2.5 hereof, then Borrower may (on the date such amount is payable) instead deposit such Net Proceeds in a single special depository account of Borrower (the "Prepayment Account") maintained by Borrower with the Deposit Bank, and under the control of Lender, and titled appropriately so as to identify the nature of such account, and Borrower shall take all such action, if any, as is necessary to assure that Lender has a perfected first priority security interest in said account. All of Borrower's right, title and interest in and to all monies at any time in the Prepayment Account are hereby irrevocably pledged by Borrower to Lender as security to secure the prompt payment to Lender of all Borrower's liabilities (including contingent liabilities) to Lender hereunder and to secure the performance by Borrower of its obligations under this Note. Borrower agrees not to withdraw monies from the Prepayment Account while any obligations are outstanding hereunder. Borrower agrees that monies from the Prepayment Account may be released to it only as provided in the second succeeding sentence. Monies in the Prepayment Account shall bear interest at a rate per annum equal to the Deposit Bank's Overnight Rate from time to time in effect (based on a year of 365/366 days) or such other rate as may from time to time be agreed to by Borrower and Lender. If no Default or Event of Default then exists, Lender shall cause the Deposit Bank to from time to time (as agreed to by Borrower and Lender but, if no Default or Event of Default has existed since the first day of the preceding calendar quarter, not less than quarterly on the tenth Business Day of each calendar quarter) pay such accrued interest through the last day of the preceding calendar quarter (to the extent still in the Prepayment Account) to Borrower). Borrower hereby authorizes and directs Lender, and Lender agrees, to cause the Deposit Bank to apply the amounts in the Prepayment Account (other than interest) to the payment of the applicable Eurodollar Loans on the next succeeding Scheduled -2-

Rollover Date (to the extent of the principal amount thereof) and on each succeeding Scheduled Rollover Date (to the extent of the principal amounts of the Eurodollar Loans due on each such date) until all monies in the Prepayment Account have been so applied (except for such interest, to the extent such interest is not also to be so applied pursuant to the other provisions hereof); provided that during the continuance of any Event of Default Lender may cause the Deposit Bank to apply all amounts in the Prepayment Account (including accrued interest)

Rollover Date (to the extent of the principal amount thereof) and on each succeeding Scheduled Rollover Date (to the extent of the principal amounts of the Eurodollar Loans due on each such date) until all monies in the Prepayment Account have been so applied (except for such interest, to the extent such interest is not also to be so applied pursuant to the other provisions hereof); provided that during the continuance of any Event of Default Lender may cause the Deposit Bank to apply all amounts in the Prepayment Account (including accrued interest) to such liabilities of Borrower hereunder as Lender may determine. Borrower's obligation to pay interest on the Loans pursuant to Article I hereof will not be affected by the deposit of such Net Proceeds into the Prepayment Account or by such funds being on deposit in such account. Amounts (money or otherwise) in the Prepayment Account are not subject to the non-recourse provisions of Section 1.9 and may be seized and applied in payment of the Loans and interest thereon notwithstanding the provisions of said Section 1.9. 1.8 No Reborrowing. Amounts repaid or prepaid hereunder may not be reborrowed. 1.9 Non-Recourse. Subject to the provisions of the following sentence, Borrower is not and shall not become personally liable for the payment of the principal, interest or any other amount due under this Note nor shall any monetary judgment be sought or secured against Borrower with respect thereto, it being the intention of Lender and Borrower that (except as set forth in the next sentence) the only recourse of the holder of this Note in the satisfaction of the principal of this Note and such interest and other amounts payable hereunder shall be under the Guarantee Agreement (to the extent provided therein) and against the Collateral (as hereafter defined). The foregoing provisions shall not relieve Borrower for any personal liability for (x) any Enforcement Expenses incurred after the maturity hereof (by acceleration or otherwise) if the enforcement of this Note or judicial or nonjudicial foreclosure proceedings with respect to any of the Collateral is challenged or opposed by Borrower, Guarantor or any Person acting on behalf of either, (y) any Specified Expenses, or (z) any damages the holder of this Note may incur as a direct result of (i) any fraud by any Loan Party relating to any of the Collateral or any of the transactions contemplated by this Note or any of the other Executed Documents, (ii) the misapplication of any funds that may come into any Loan Party's possession or control that arise from a Transfer of any of the Collateral or which constitute funds required to be paid to Lender pursuant to Section 1.6 hereof, (iii) any breach of any representation or warranty contained in Section 4.1-4.6 (inclusive) or Section 4.94.12 (inclusive) of this Note which has not been cured to Lender's satisfaction within 30 days after the earlier of the date on which (A) Lender gives Borrower notice thereof or (B) a Loan Party, or an officer of a Loan Party, obtains actual knowledge thereof, or (iv) any breach of any covenant contained in Section 5.3 or Section 6.2 of this Note. II EURODOLLAR INTEREST RATE 2.1 Determination of Rate of Borrowing. As soon as practicable after 11:00 a.m., New York time, on each Eurodollar Interest Determination Date, Lender shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the rate of interest (before the addition of the 100 basis points thereto, as provided elsewhere in the Note) which shall be applicable to the Eurodollar Loan for the next succeeding Eurodollar Interest Period and shall promptly give notice thereof to Borrower in writing, by email or by telephone (confirmed in writing or by email). 2.2 Rollovers. (a) If the Loans have not matured (by acceleration or otherwise), Borrower shall have the option, upon at least three Business Days' prior written notice or telephone notice confirmed in writing (each, a "Notice of Conversion"), to convert (x) on the last day of the Eurodollar Interest Period with respect to the existing Eurodollar Loan and (y) on any Business Day following the third Business Day after delivery of a Notice of Conversion with respect to a Base Rate Loan, the entire -3-

outstanding principal amount of the Loans (less the amount of any repayment thereof timely notified to Lender in accordance with the other provisions of this Note) into another Eurodollar Loan. Upon any such conversion the proceeds thereof will be applied directly to repay the outstanding principal amount of the Loans being converted. (b) If, three Business Days prior to the end of a Eurodollar Interest Period, Lender has not received a Notice of Conversion, then (unless Lender shall otherwise consent) Borrower shall be deemed to have delivered to Lender

outstanding principal amount of the Loans (less the amount of any repayment thereof timely notified to Lender in accordance with the other provisions of this Note) into another Eurodollar Loan. Upon any such conversion the proceeds thereof will be applied directly to repay the outstanding principal amount of the Loans being converted. (b) If, three Business Days prior to the end of a Eurodollar Interest Period, Lender has not received a Notice of Conversion, then (unless Lender shall otherwise consent) Borrower shall be deemed to have delivered to Lender a Notice of Conversion directing that the Eurodollar Loan in respect of such Eurodollar Interest Period (less the amount of any repayment of such Eurodollar Loan timely notified to Lender in accordance with the other provisions of this Note) be converted into another Eurodollar Loan with a Eurodollar Interest Period of three months (or such other, shorter period as Lender shall consider appropriate). 2.3 Interest Period. Any request by Borrower for a Eurodollar Loan shall be accompanied by notice of the Available Eurodollar Interest Period requested by Borrower therefor. If the request for the Eurodollar Loan is not accompanied by a request for an Available Eurodollar Interest Period, said request by Borrower for a Eurodollar Loan shall be deemed a request by Borrower for a 3-month Eurodollar Interest Period or for such shorter Eurodollar Interest Period that Lender shall consider appropriate (unless Borrower and Lender shall have agreed otherwise with respect to such Eurodollar Loan). The determination of Eurodollar Interest Periods shall be subject to the following provisions: (i) The initial Eurodollar Interest Period for any Eurodollar Loan shall commence on the date of the making of such Eurodollar Loan (including the date of any conversion of Base Rate Loans into Eurodollar Loans) and each Eurodollar Interest Period occurring thereafter in respect of such Eurodollar Loan shall commence on the day on which the next preceding Eurodollar Interest Period expires. (ii) If any Eurodollar Interest Period would otherwise expire on a day which is not a Business Day, such Eurodollar Interest Period shall expire on the next succeeding Business Day; provided, however, that if any such Eurodollar Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Eurodollar Interest Period shall expire on the next preceding Business Day. (iii) No Eurodollar Interest Period in respect of the Loan shall extend beyond the Scheduled Maturity Date. (iv) Unless otherwise agreed to by Lender (orally or in writing): (x) Borrower may not designate more than one Eurodollar Interest Period for Eurodollar Loans to be in effect at any one time, and (y) no Eurodollar Loan shall be made or maintained if the principal amount thereof is less than $5,000,000 (or such lesser principal amount of Loans as shall then be outstanding, but in no event less than $500,000). 2.4 Unavailability. If Eurodollar loans are unavailable (x) generally in the Eurodollar market or (y) for any Permitted Reason, then (notwithstanding any contrary provision hereof) Lender may at any Scheduled Rollover Date (or prior thereto, if the maintenance of such Loan as a Eurodollar Loan is no longer permitted) convert the then-existing Eurodollar Loans into Base Rate Loans and promptly notify Borrower thereof. 2.5 Breakage. Borrower agrees to compensate Lender, upon written request (which request shall set forth the basis for requesting such amounts and the detailed calculations used to figure the additional compensation), for all reasonable losses, expenses and liabilities (including, without limitation, -4-

any interest paid by Lender to lenders of funds borrowed by it to make or carry its Eurodollar Loans and any reasonable loss sustained by Lender in connection with the re-employment of such funds), which Lender may sustain: (i) if for any reason (other than a default by Lender) a borrowing of or conversion to any Eurodollar Loan does not occur on the date specified therefor in an oral or written notice of borrowing or Notice of Conversion (whether or not withdrawn), (ii) if any prepayment, repayment or conversion of any Eurodollar Loan occurs on a date other than its Scheduled Rollover Date, (iii) if any prepayment or repayment of any Eurodollar Loan is not made on any date specified in a notice thereof given by Borrower, or (iv) as a consequence of any Default by Borrower hereunder.

any interest paid by Lender to lenders of funds borrowed by it to make or carry its Eurodollar Loans and any reasonable loss sustained by Lender in connection with the re-employment of such funds), which Lender may sustain: (i) if for any reason (other than a default by Lender) a borrowing of or conversion to any Eurodollar Loan does not occur on the date specified therefor in an oral or written notice of borrowing or Notice of Conversion (whether or not withdrawn), (ii) if any prepayment, repayment or conversion of any Eurodollar Loan occurs on a date other than its Scheduled Rollover Date, (iii) if any prepayment or repayment of any Eurodollar Loan is not made on any date specified in a notice thereof given by Borrower, or (iv) as a consequence of any Default by Borrower hereunder. III DEFINITIONS 3.1 Certain Phrases. All references to Articles and Sections in this Note or in any schedule, exhibit or annex hereto shall be deemed references to Articles and Sections in this Note unless otherwise specified. Phrases such as "hereof" and "herein" refer to the entire Agreement and not just the section or other portion in which said reference appears. As used in this Note, the terms "including," "including without limitation" and "such as" (and like terms) are illustrative and not limitative. 3.2 Defined Terms. Terms used in this Note which are defined below shall have the meanings specified below (unless otherwise defined or the context shall otherwise indicate) and shall include in the singular number the plural and in the plural number the singular. References to any gender shall include all genders. "Accepted" shall mean, with respect to a Preferred Shareholder, that such Person has validly tendered shares of New Preferred Stock held by such Person to the Exchange Agent pursuant to and in accordance with the Exchange Offer and has not withdrawn such shares. "Accept" shall have a correlative meaning. "Affiliate" shall mean, with respect to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such first Person and, if such first Person is an individual, any member of the immediate family (including parents, spouse, children, siblings and in-laws) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. As used in this definition, "control" (including, with its correlative meanings "controlled by" and "under common control" and the like) shall mean possession, directly or indirectly, of power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). Unless otherwise specified (and notwithstanding the preceding sentence), when used with respect to (x) the Loan Parties or (y) any Person with respect to which any Person in clause (x) is a Subsidiary, "Affiliate" shall not include any member of the Drive Group. "Applicable Law" shall mean any Law of any Government Authority, whether domestic or foreign, to which at the relevant time the Person in question is subject or by which it or any of its property is bound. "Available Eurodollar Interest Period" shall mean, subject to availability, a 1, 3, 6 or 9-month period, or such other period as Lender and Borrower may agree to with respect to a particular Eurodollar Loan. "Bank Assignee" shall have the meaning provided for such term in Section 9.14 of this Note. -5-

"Bank of Scotland Prime Rate" shall mean, as of a particular date, the rate of interest established from time to time by BOS-US as its prime lending rate for U.S. domestic commercial loans in dollars, automatically fluctuating upward and downward with each such establishment by BOS-US without special notice to Borrower. Such rate is used by Lender and BOS-US for pricing some loans and is not necessarily the best rate of either. "Base Rate" shall mean, on any day, a fluctuating rate per annum which is the higher of (i) the Federal Funds Rate plus 1/2% p.a. (one-half of one percent per annum) or (ii) the Bank of Scotland Prime Rate. Any change in the interest rate resulting from a change in the Base Rate or the Federal Funds Rate shall be effective as of the opening of business on the day on which such change becomes effective.

"Bank of Scotland Prime Rate" shall mean, as of a particular date, the rate of interest established from time to time by BOS-US as its prime lending rate for U.S. domestic commercial loans in dollars, automatically fluctuating upward and downward with each such establishment by BOS-US without special notice to Borrower. Such rate is used by Lender and BOS-US for pricing some loans and is not necessarily the best rate of either. "Base Rate" shall mean, on any day, a fluctuating rate per annum which is the higher of (i) the Federal Funds Rate plus 1/2% p.a. (one-half of one percent per annum) or (ii) the Bank of Scotland Prime Rate. Any change in the interest rate resulting from a change in the Base Rate or the Federal Funds Rate shall be effective as of the opening of business on the day on which such change becomes effective. "Base Rate Loan" shall mean the Loan during any period that it bears interest determined by reference to the Base Rate. "Borrower" - introductory paragraph. "BOS Group" shall mean HBOS and its consolidated Subsidiaries. "BOS-UK" shall mean The Governor and Company of the Bank of Scotland. "BOS-US" shall mean Bank of Scotland, BOS-UK's federal branch located in New York City. "Business Day" shall mean any day that is not a Saturday, Sunday or legal holiday in the State of New York or the State of Texas or a day on which banking institutions chartered by the State of New York, State of Texas or the United States are legally required or authorized to close, and, when used in connection with LIBOR, shall mean a day on which deposits in Dollars may be dealt in on the London interbank market. "Charter Document" shall mean (i) with respect to a corporation: its certificate or articles of incorporation or association and its by-laws or comparable documents under non-US laws; (ii) with respect to a partnership: its partnership agreement, certificate of partnership (if a limited partnership) and its certificate of doing business under an assumed name (if a general partnership); and (iii) with respect to a limited liability company, its certificate of formation and limited liability company agreement or analogous documents; in each case, with such other similar documents as Lender shall request or specify. "CLC" - introductory paragraph. "Collateral" shall mean all property and rights, and interests therein, granted or purported to be granted as security to Lender pursuant to any of the Security Documents or Section 1.7 of this Note, whether granted before, on or after the date of this Note. "Common Stock" shall mean FC's shares of New Common Stock, par value $0.01 per share. "Current Loan Agreement" shall mean the Restated Loan Agreement. "Debt Distribution" shall mean all payments of principal, interest, premiums, penalties and the like made in respect of any Drive Debt. "Default" shall mean any event which with notice or lapse of time, or both, would become an Event of Default. -6-

"Deposit Bank" shall mean BOS-US or such other Person satisfactory to Lender and Borrower. "Disclosure Letter" shall mean a letter, signed by Borrower and in form and substance satisfactory to Lender, delivered by Borrower to Lender on the date hereof and setting forth qualifications (to the extent consented to by Lender) to Borrower's representations and warranties contained in Article IV hereof. "Distributable Dividend" shall mean any Distribution by a Drive Entity other than a Tax Distribution.

"Deposit Bank" shall mean BOS-US or such other Person satisfactory to Lender and Borrower. "Disclosure Letter" shall mean a letter, signed by Borrower and in form and substance satisfactory to Lender, delivered by Borrower to Lender on the date hereof and setting forth qualifications (to the extent consented to by Lender) to Borrower's representations and warranties contained in Article IV hereof. "Distributable Dividend" shall mean any Distribution by a Drive Entity other than a Tax Distribution. "Distribution" shall mean a dividend, distribution, redemption, return of capital to one's equity holders as such, or any like payment or payment which has the effect of any of the foregoing. "Dollars", "U.S. $", "$" and "U.S. dollars" shall mean the lawful currency of the United States of America. "Drive" shall mean Drive Financial Services LP, a Delaware limited partnership. "Drive Debt" shall mean any indebtedness of Drive incurred after the date hereof and payable to Funding or CLC, whether or not evidenced by notes or other instruments or otherwise. "Drive Entity" shall mean Drive or Drive-GP. "Drive-GP" shall mean Drive GP LLC, a Delaware limited liability company. "Drive Group" shall mean Drive, Drive-GP and their respective Subsidiaries, considered as a whole. "Drive Holdings" shall mean Drive Holdings LP, a Delaware limited partnership. "Drive Interests" shall mean (as applicable) Limited Partnership Interests, Membership Interests and/or Partnership Interests. "Drive-LP" shall mean Drive. "Enforcement Expenses" shall have the meaning provided for such term in Section 9.1 of this Note. "Eurodollar Interest Period" shall mean, with respect to a Eurodollar Loan, the Available Eurodollar Interest Period (or such other period agreed to from time to time by Borrower and Lender with respect to a specific Eurodollar Loan). "Eurodollar Interest Determination Date" shall mean the date as of which LIBOR is determined, which shall be two Business Days prior to the commencement of a Eurodollar Interest Period. "Eurodollar Loan" shall mean the Loan during any period that it bears interest determined by reference to LIBOR. "Event of Default" shall have the meaning provided for such term in Article VII of this Note. -7-

"Exchange Agent" shall mean American Stock Transfer and Trust Company, the Person designated in the Offering Circular as the Person to whom shares of New Preferred Stock are to be delivered for exchange by Preferred Shareholders who Accept the Exchange Offer. "Exchange Offer" shall mean FC's offer to exchange each outstanding share of its New Preferred Stock for, at the election of each Preferred Shareholder, either (x) two shares of FC's Common Stock and $10.00 cash or (y) three shares of FC's Common Stock and $8.00 cash. "Executed Documents" shall mean this Note, the Guarantee Agreement, the Security Documents, each certificate

"Exchange Agent" shall mean American Stock Transfer and Trust Company, the Person designated in the Offering Circular as the Person to whom shares of New Preferred Stock are to be delivered for exchange by Preferred Shareholders who Accept the Exchange Offer. "Exchange Offer" shall mean FC's offer to exchange each outstanding share of its New Preferred Stock for, at the election of each Preferred Shareholder, either (x) two shares of FC's Common Stock and $10.00 cash or (y) three shares of FC's Common Stock and $8.00 cash. "Executed Documents" shall mean this Note, the Guarantee Agreement, the Security Documents, each certificate delivered pursuant to the Funding Letter, and the Fee Letter. Each amendment to (or constituting part of) any Executed Document and each waiver or consent or extension of time executed in connection with any Executed Document shall be deemed to be an Executed Document for all purposes of this Note and the other Executed Documents. "FC" shall mean the Guarantor. "FC Group" shall mean the Guarantor and its Subsidiaries. "Federal Funds Rate" shall mean the rate of interest charged by banks with excess reserves at a Federal Reserve district bank to banks needing overnight loans to meet reserve requirements. "Fee Letter" shall mean that certain agreement dated as of November 29, 2002 among Lender, Guarantor and Borrower with respect to (among other things) amounts to be paid to Lender in consideration for it making the Loan to Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time. "Funding" shall mean FirstCity Funding L.P., a Texas limited partnership. "Funding-GP" shall mean FirstCity Funding GP Corp., a Texas corporation. "Funding Letter" shall mean the letter agreement dated November 25, 2002 among Lender, Borrower and Guarantor setting forth the conditions required to be fulfilled to Lender's satisfaction (unless waived by Lender) before this Note was issued. "Government Authority" shall mean any nation or government, any state or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Guarantee" shall mean by any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness for Borrowed Money or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness for Borrowed Money or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness for Borrowed Money or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term "Guarantee" shall not include endorsements for collection or deposits in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. -8-

"Guarantee Agreement" shall mean that certain guarantee agreement dated as of November 29, 2002 executed by Guarantor in favor of Lender, as such agreement may be amended, supplemented or otherwise modified from time to time. "Guarantor" shall mean FirstCity Financial Corporation, a Delaware corporation.

"Guarantee Agreement" shall mean that certain guarantee agreement dated as of November 29, 2002 executed by Guarantor in favor of Lender, as such agreement may be amended, supplemented or otherwise modified from time to time. "Guarantor" shall mean FirstCity Financial Corporation, a Delaware corporation. "HBOS" shall mean HBOS plc, a Scottish registered company. "Immediate Family" shall mean, with respect to any individual, his or her spouses, past or present, children, parents and siblings, and any of the spouses of any such children, parents or siblings, past or present, in all cases whether related by blood, by adoption or by marriage. "Indebtedness for Borrowed Money" shall mean (without duplication) (i) all indebtedness of (including, without limitation, all indebtedness assumed by) a Person in respect of money borrowed (including, without limitation, the unpaid amount of the purchase price of any property, incurred for such purpose in lieu of borrowing money or using available funds to pay said amount, and not constituting an account payable or expense accrual incurred or assumed in the ordinary course of business), or evidenced by a promissory note, bond, debenture or other like obligation to pay money, and including indebtedness under banker's acceptances and with respect to letters of credit, (ii) net obligations under interest rate swap, hedges, caps or similar contracts, or currency exchange or currency risk avoidance agreements, and (iii) all obligations of (including, without limitation, all obligations assumed by) a Person (x) constituting a capitalized lease obligation of such Person, or (y) constituting a Guarantee by such Person. "Indemnified Parties" shall have the meaning provided for such term in Section 9.5 of this Note. "Insolvency Event" shall mean the occurrence of any of the following: Borrower shall make an assignment for the benefit of, or composition with, creditors or shall become insolvent or be unable, or generally fail, to pay its debts when due; or any bankruptcy, insolvency or other proceeding for the relief of financially distressed debtors shall be commenced with respect to Borrower, or a receiver, liquidator, custodian or trustee shall be appointed for Borrower or a substantial part of its assets, and, if any of the same shall occur involuntarily as to Borrower, it shall not be dismissed, stayed or discharged within 60 days; or if any order for relief shall be entered against Borrower under Title 11 of the United States Code entitled "Bankruptcy" (or any successor title or statute); or Borrower shall take any action to effect, or which indicates its acquiescence in, any of the foregoing. "Intercreditor Agreement" shall mean that certain intercreditor agreement dated as of November 29, 2002 among Lender, the agent for Lenders under the Current Loan Agreement and the agent for Lenders under the Portfolio Acquisition Loan Agreement, as such agreement may be amended, supplemented or otherwise modified from time to time. "Law" shall mean (a) any administrative, judicial, legislative or other action, code, consent decree, constitution, decree, directive, enactment, finding, law, injunction, judgment, order, ordinance, proclamation, regulation, requirement, rule, statute, or writ of any Government Authority; (b) the common law; or (c) any arbitrator's or referee's award or decision "Lender" - introductory paragraph. "LIBOR" shall mean, for each Eurodollar Interest Period, (x) the per annum rate of interest at which U.S. Dollar deposits in the amount of the outstanding principal balance of the Loan are or would be offered for such Eurodollar Interest Period in the London interbank market at 11:00 A.M. London time two Business Days prior to the start of such Eurodollar Interest Period by Lender to prime banks and, in -9-

case of variations in rates, the arithmetic average thereof rounded upward if necessary to the nearest 1/16th of 1% calculated by Lender, divided (and rounded upward to the nearest 1/16 of 1%) by (y) a percentage equal to

case of variations in rates, the arithmetic average thereof rounded upward if necessary to the nearest 1/16th of 1% calculated by Lender, divided (and rounded upward to the nearest 1/16 of 1%) by (y) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including without limitation any marginal, emergency, supplemental, special or other reserves required by Applicable Law) applicable to any member bank of the Federal Reserve System in the United States in respect of Eurocurrency funding or liabilities. "Lien" shall mean any mortgage, deed of trust, security deed, pledge, security interest, encumbrance, lien or other charge of any kind or any other agreement or arrangement having the effect of conferring security (including any agreement to give any of the foregoing, any assignment or lease in the nature thereof, and any conditional sale or other title retention agreement), any lien arising by operation of law, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction. "Limited Partnership Interests" shall mean Partnership Interests held by limited partners of Drive in their capacity as limited partners. "Loan" shall mean the loan evidenced by this Note. "Loan Agreements" shall mean the Current Loan Agreement and the Portfolio Acquisition Loan Agreement. "Loan Documents" shall mean, individually and collectively, the Executed Documents, the Funding Letter, the UCC financing statements filed in connection with the Collateral, and all other instruments and agreements executed in connection herewith and therewith, in each case as amended, supplemented or otherwise modified from time to time. Without limiting the generality of the foregoing, each amendment to (or constituting part of) this Note or any other Loan Document and each instrument and agreement (including, without limitation, waivers) executed in connection with any Loan Document shall be deemed to be a Loan Document for all purposes of the Agreement and the other Loan Documents. "Loan Parties" shall mean Borrower, Guarantor, Funding and Funding-GP. "Membership Interests" shall mean the membership interests in Drive-GP described in the Operating Agreement. "MG Entity" shall mean, individually and collectively, MG-LP, MG-LLC or any Management Member (in each case as defined in the Shareholders Agreement). "Net Proceeds", as applied to any Transfer of Drive Interests that are owned beneficially by any member of the FC Group or of record by any member of the FC Group other than Funding, shall mean all proceeds received by or on behalf of Funding or a member of the FC Group in connection with such Transfer after deduction of all fees and expenses paid in connection with the transaction. "New Preferred Stock" shall mean FC's New Preferred Stock, par value $0.01 per share. "Note" shall mean this Note, as amended, supplemented or otherwise modified from time to time in accordance with the provisions of Section 9.12 hereof. "Notice of Conversion" shall have the meaning provided for such term in Section 2.2 of this Note. - 10 -

"Offering Circular" shall mean the prospectus (in preliminary or definitive form) and related material sent by or on behalf of FC to Preferred Shareholders from time to time in connection with the Exchange Offer. "Operating Agreement" shall mean the Third Amended and Restated Limited Liability Company Agreement of Drive-GP dated as of August 18, 2000, as amended, supplemented or otherwise modified from time to time. "Overnight Rate" shall mean, for each day on which monies remain overnight in the Prepayment Account, the rate per annum that the Deposit Bank receives on such day on overnight deposits in an amount equal to the amount at

"Offering Circular" shall mean the prospectus (in preliminary or definitive form) and related material sent by or on behalf of FC to Preferred Shareholders from time to time in connection with the Exchange Offer. "Operating Agreement" shall mean the Third Amended and Restated Limited Liability Company Agreement of Drive-GP dated as of August 18, 2000, as amended, supplemented or otherwise modified from time to time. "Overnight Rate" shall mean, for each day on which monies remain overnight in the Prepayment Account, the rate per annum that the Deposit Bank receives on such day on overnight deposits in an amount equal to the amount at the time in the Prepayment Account, the determination of such rate by the Deposit Bank to be conclusive. "Partnership Agreement" shall mean the Second Amended and Restated Agreement of Limited Partnership of Drive dated as of August 18, 2000, as amended, supplemented or otherwise modified from time to time. "Partnership Interests" shall mean the partnership interests in Drive described in Drive's Partnership Agreement. "Past-Due Rate" shall have the meaning provided for such term in Section 1.3 hereof. "Permitted Collateral Liens" shall mean Liens in favor of a member of the BOS Group or granted as security for the obligations to the lenders under either of the Loan Agreements. "Permitted Reasons" shall mean (x) the requirements of Regulation D, (y) any change after the date hereof in any other applicable law or governmental rule, regulation or order (or any interpretation thereof and including the enactment of any new law or governmental rule, regulation or order) or (z) other circumstances affecting Lender or the interbank Eurodollar market or the position of Lender in such market (such as for example but not limited to a change in official reserve requirements or increased capital reserves required or imposed by any regulatory authority or entity (domestic or foreign) having jurisdiction over or with respect to Lender to the extent not provided for in clause (x) above), LIBOR shall not represent the effective pricing to Lender for U.S. dollar deposits of comparable amounts to the Eurodollar Loan in question for the relevant period; "Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization, an association, a sole proprietorship, and a government or any department or agency thereof. "Pledge Agreement" shall mean that certain Stock Pledge Agreement dated as of November 29, 2002, between the pledgors party thereto and Lender, as such agreement may be amended, supplemented or otherwise modified from time to time. "Pledged CLC Shares" shall mean the capital shares of CLC pledged to Lender pursuant to the Pledge Agreement. "Pledged Funding-GP Shares" shall mean the capital shares of Funding-GP pledged to Lender pursuant to the Pledge Agreement. - 11 -

"Portfolio Acquisition Loan Agreement" shall mean that certain term loan and revolving credit loan agreement entered into prior to or substantially contemporaneously with the execution of this Note to which BOS-US (as lender) and FC (as borrower) are party, as such agreement is amended, supplemented or otherwise modified from time to time. "Preferred Shareholders" shall mean holders of the New Preferred Stock. "Prepayment Account" shall have the meaning provided for such term in Section 1.7 hereof. "Regulation D" shall mean Regulation D of the Board of Governors of the Federal Reserve System.

"Portfolio Acquisition Loan Agreement" shall mean that certain term loan and revolving credit loan agreement entered into prior to or substantially contemporaneously with the execution of this Note to which BOS-US (as lender) and FC (as borrower) are party, as such agreement is amended, supplemented or otherwise modified from time to time. "Preferred Shareholders" shall mean holders of the New Preferred Stock. "Prepayment Account" shall have the meaning provided for such term in Section 1.7 hereof. "Regulation D" shall mean Regulation D of the Board of Governors of the Federal Reserve System. "Relevant Agreement" shall have the meaning provided for such term in Section 4.6 hereof. "Restated Loan Agreement" shall mean the Amended and Restated Loan Agreement with FC as borrower, BOS-UK and Lender as lenders, and BOS-US as agent for such lenders, as such agreement may from time to time be amended, supplemented or otherwise modified, which on the date hereof amended and restated the Amended and Restated Loan Agreement dated as of December 20, 1999 with FC. "Scheduled Maturity Date" - introductory paragraph. "Scheduled Rollover Date" shall mean, with respect to a Eurodollar Loan, the last day of the Eurodollar Interest Period for that Eurodollar Loan. "Security Agreement" shall mean that certain Collateral Assignment of Partnership and LLC Interests dated as of November 29, 2002 between Borrower and the assignors listed in Annex 1 thereto, as such agreement may be amended, supplemented or otherwise modified from time to time. "Security Documents" shall be the collective reference to (x) the Pledge Agreement, the Security Agreement and Section 1.7 of this Note, (y) each agreement entered into after the date hereof pursuant to which Collateral is intended to be granted, directly or indirectly, to Lender, and (z) all amendments, supplements or other modifications to such agreements and sections or replacements thereof. "Shareholders Agreement" shall mean the Agreement Among Members dated as of August 18, 2000, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with its terms. "Specified Expenses" shall mean amounts payable by Borrower under Sections 2.5 (other than as a result of the maturity of the Loan by acceleration), 9.5, 9.6 and 9.7 hereof. "Specified Percentage" shall mean (x) a fraction (i) the numerator of which is 20% and (ii) the denominator of which is the percentage of all outstanding Drive-GP Membership Interests at the time of computation owned of record by members of the FC Group, multiplied by (y) 100. "Subsidiary" of any Person shall mean any other firm, corporation, limited liability company, partnership, trust or other unincorporated organization or association or other enterprise, more than 50% of the indicia of equity rights (whether capital stock or otherwise) of which is at the time owned, directly or indirectly, by such Person and/or by one or more of such Person's Subsidiaries. Unless otherwise indicated, references to Subsidiaries shall refer to Subsidiaries of Guarantor. - 12 -

"Tax Distribution" shall mean a Distribution made pursuant to Section 2.7 of the Shareholders Agreement to the extent that it is reinvested in Drive pursuant to Section 4.7 of the Shareholders Agreement. "Taxes" shall have the meaning provided for such term in Section 8.3 of this Note.

"Tax Distribution" shall mean a Distribution made pursuant to Section 2.7 of the Shareholders Agreement to the extent that it is reinvested in Drive pursuant to Section 4.7 of the Shareholders Agreement. "Taxes" shall have the meaning provided for such term in Section 8.3 of this Note. "Transfer" shall mean any sale, conveyance, lease or other disposition (and "Transferred", "Transferring" and other variations thereof shall have correlative meanings). "UCC" shall have the meaning provided for such term in Section 4.12 of this Note. "written", "in writing" and other variations thereof shall mean any form of written communication or a communication by means of telecopier. IV REPRESENTATIONS AND WARRANTIES Borrower hereby represents and warrants the following to Lender, which representations and warranties shall survive the execution and delivery of this Note: 4.1 Organization. Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified to do business and is in good standing in Texas. Each of Borrower and Funding-GP is a corporation duly organized, validly existing and in good standing under the laws of Texas. Funding is a partnership duly organized, validly existing and in good standing as a limited partnership under the laws of Texas. 4.2 Due Execution. Each of the Executed Documents has been duly executed and delivered on behalf of the Loan Party or Loan Parties party thereto and constitutes the legal, valid and binding obligations of such Persons enforceable in accordance with their respective terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 4.3 Consents. No consent of any Person not yet obtained and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Government Authority (in each case other than such as have been made or received, as the case may be) is required in connection with the execution, delivery and performance by any Loan Party, or the validity or enforceability against any Loan Party, of any of the Executed Documents to which such Person is a party. 4.4 Collateral. All of the Pledged CLC Shares and the Pledged Funding-GP Shares have been duly authorized and validly issued and are fully paid and non-assessable. 4.5 Investment Company Act. Neither Borrower or Guarantor nor the issuance of this Note or the Guarantee Agreement is subject to any of the provisions of the Investment Company Act of 1940. Neither Guarantor nor Borrower is subject to any other federal or state statute or regulation limiting its ability to incur Indebtedness for Borrowed Money. 4.6 Compliance with Other Instruments. Neither the execution, delivery or performance of any of the Executed Documents nor the consummation of the transactions therein contemplated, nor compliance with the terms and provisions thereof, contravenes any Applicable Law or conflicts with or - 13 -

results in any breach of, any of the terms, covenants, conditions or provisions of, or constitutes a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Permitted Collateral Liens) upon any of the property or assets of any Loan Party pursuant to the terms of any indenture, mortgage, deed of trust or other agreement to which such Loan Party is a signatory or by which it is bound or to which it may be subject (any such indenture, mortgage, deed of trust or other agreement, a "Relevant Agreement") or violates any provision of its Charter Documents, except (with respect to Relevant Agreements)

results in any breach of, any of the terms, covenants, conditions or provisions of, or constitutes a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Permitted Collateral Liens) upon any of the property or assets of any Loan Party pursuant to the terms of any indenture, mortgage, deed of trust or other agreement to which such Loan Party is a signatory or by which it is bound or to which it may be subject (any such indenture, mortgage, deed of trust or other agreement, a "Relevant Agreement") or violates any provision of its Charter Documents, except (with respect to Relevant Agreements) any conflict or breach which could not reasonably be expected to (i) a materially and adversely affect the business, properties, operations, prospects or condition (financial or otherwise) of the relevant Loan Party, or (ii) affect in any way any of the Collateral or any of the Liens granted under any of the Executed Documents or the enforceability of any of the Loan Documents. 4.7 Exchange Offer. (a) The Exchange Offer complies with all Applicable Law in all material respects. (b) Those portions of the Offering Circular which purport to describe the provisions of any written agreement between FC (or any affiliate thereof) and Lender (or any affiliate thereof) are accurate in all material respects. (c) The Offering Circular does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that neither Guarantor nor Borrower shall be responsible for any information regarding any member of the BOS Group which was supplied by BOS-US or Lender in writing for inclusion in the Offering Circular (and stating that it has been supplied for such purpose). 4.8 Margin Regulations. No Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System). 4.9 Proceeds. The proceeds of the Loans are being used solely as follows: (i) to pay the cash portion of the purchase price required to be paid to those Preferred Shareholders who Accept the Exchange Offer, and (ii) the balance, in repayment of indebtedness outstanding under the Current Loan Agreement. 4.10 Ownership Percentages. (a) CLC owns 79.2% of record, and 80% beneficially, of the equity interests in Funding. CLC owns, of record and beneficially, 80% of the capital stock of Funding-GP. Funding conducts no business or activities other than being a limited partner of Drive. Funding-GP is the sole general partner of Funding. Funding-GP conducts no business or activities other than being the sole general partner of Funding. (b) CLC owns 31% of the membership interests in Drive-GP. Funding owns 35.9269125% of the partnership interests of Drive. (c) The partnership interests of Funding are owned of record as follows: 79.2% by CLC, a limited partner; 19.8% by Drive Holdings, a limited partner; and 1% by Funding-GP, its sole general partner. 80% of the outstanding capital stock in Funding-GP is owned of record by CLC and 20% of the outstanding capital stock in Funding-GP is owned of record by Drive Holdings. 4.11 Capital Structure. (a) The aggregate number of shares of New Preferred Stock outstanding on the Business Day immediately prior to the date of this Note was 1,222,901. - 14 -

(b) There has been no amendment to the partnership agreement of Funding or the certificate of incorporation of Funding-GP, effective after August 25, 2000. None of the equity interests held by CLC in Funding, Funding-GP or Drive-GP is subject to any preemptive or similar rights (except as may be set forth in the Shareholders Agreement). All of the issued and outstanding Membership Interests and Partnership Interests held by any of the Loan Parties were issued in compliance with Applicable Law and not in violation of any preemptive or similar rights. (c) All of the Collateral is free and clear of any Liens (other than (x) restrictions on transfer of Drive Interests

(b) There has been no amendment to the partnership agreement of Funding or the certificate of incorporation of Funding-GP, effective after August 25, 2000. None of the equity interests held by CLC in Funding, Funding-GP or Drive-GP is subject to any preemptive or similar rights (except as may be set forth in the Shareholders Agreement). All of the issued and outstanding Membership Interests and Partnership Interests held by any of the Loan Parties were issued in compliance with Applicable Law and not in violation of any preemptive or similar rights. (c) All of the Collateral is free and clear of any Liens (other than (x) restrictions on transfer of Drive Interests imposed by the Shareholders Agreement and (y) Permitted Collateral Liens). 4.12 Security Documents. Each Security Document grants a security interest or lien in the properties or rights intended to be covered thereby (the "Collateral") which security interest or lien (i) constitutes a valid and enforceable security interest under the Uniform Commercial Code of the State by which such Security Document is governed (as applicable, the "UCC"), (ii) is entitled to all of the rights, benefits and priorities provided by the UCC, and (iii) when such Security Documents or financing statements with respect thereto are filed and recorded as and to the extent required by the UCC, will be superior and prior to the rights of all third Persons now existing or hereafter arising, except as may otherwise be provided in the Intercreditor Agreement. Except as set forth in clause (iii) aforesaid, (x) all such action as is necessary in law has been taken to establish and perfect the security interest of Lender in the Collateral and to entitle Lender to exercise the rights and remedies provided in each of the Security Documents and the UCC, and (y) no filing, recording, registration or giving of notice or other action is required in connection therewith except such as has been made or given. Each of the foregoing representations and warranties which is qualified to the extent set forth in the Disclosure Letter is hereby qualified, for all purposes of this Note, by the qualifications (if any) set forth in the Disclosure Letter. V AFFIRMATIVE COVENANTS For so long as Borrower has any obligation to Lender hereunder or under any of the other Loan Documents, Borrower hereby agrees as follows: 5.1 Information. Guarantor and Borrower shall furnish to Lender, with reasonable promptness, such information with respect to the Collateral and the business, properties, operations, prospects or condition (financial or otherwise) of Guarantor, Borrower, Funding or Funding-GP as Lender may from time to time reasonably request. 5.2 Notice of Default. Forthwith upon Guarantor or Borrower obtaining actual knowledge of the existence of an Event of Default, Borrower will notify Lender in writing thereof, specifying the nature thereof, the period of existence thereof, and what action the affected Loan Party proposes to take with respect thereto. 5.3 Pledged Notes. No later than four Business Days after delivery by any Drive Entity of any promissory note payable to a member of the FC Group, Borrower shall deliver same to Lender, duly endorsed in blank by the payee thereof as collateral pledged to Lender pursuant to the Pledge Agreement and (to the extent requested by Lender) enter into an appropriate amendment to such pledge agreement to indicate that such note is pledged thereunder. 5.4 Dividend. Borrower shall cause Funding, within fifteen Business Days of the receipt by Funding of (i) any Net Proceeds from any Transfer of any Drive Interests owned of record or beneficially - 15 -

by Borrower or Guarantor, or (ii) any Debt Distribution or Distributable Dividend, to dividend or otherwise transfer such Net Proceeds to Borrower. 5.5 Further Assurances. Guarantor and Borrower will, and will cause each of their respective Subsidiaries which

by Borrower or Guarantor, or (ii) any Debt Distribution or Distributable Dividend, to dividend or otherwise transfer such Net Proceeds to Borrower. 5.5 Further Assurances. Guarantor and Borrower will, and will cause each of their respective Subsidiaries which is granting a Lien to Lender under a Security Document to, make, execute or endorse, and acknowledge and deliver or file, all such vouchers, invoices, notices, and certifications and additional agreements, undertakings, conveyances, transfers, assignments, or further assurances, and take any and all such other action, as Lender may from time to time deem necessary or proper in connection with this Note, the obligations of the Loan Parties hereunder or under any of the other Loan Documents, or for the better assuring and confirming unto Lender all or any part of the security for the Loan. VI NEGATIVE COVENANTS For so long as Borrower has any obligation to Lender hereunder or under any of the Loan Documents, Borrower hereby agrees as follows: 6.1 Liens. No Loan Party will contract, create, incur, assume or suffer to exist any Lien upon or with respect to, or by transfer or otherwise subject to the prior payment of any indebtedness, any of the Collateral, or permit any of its Subsidiaries so to do, except (i) Permitted Collateral Liens, and (ii) restrictions on transfer of Drive Interests imposed by the Shareholders Agreement. 6.2 Transfers. Neither Borrower nor Guarantor shall Transfer (or permit any Subsidiary to Transfer) (x) any equity interest held by it (beneficially or of record) in any Drive Entity or Loan Party, or (y) any other Collateral, other than (in each of the foregoing cases) to Lender; provided that the foregoing provisions of this Section 6.2 shall not prohibit (i) any Transfer of Drive Interests pursuant to Section 3.3 or 3.4 of the Shareholders Agreement if and to extent that that portion (if any) of the proceeds of such Transfer required to be paid to Lender pursuant to the terms of the Fee Letter is so paid, or (ii) the Liens granted to members of the BOS Group (and their transferees and assigns, if any) under the Loan Agreements. VII EVENTS OF DEFAULT Upon the occurrence of any of the following specified events (each an "Event of Default"): 7.1 Non-Payment. Borrower shall default in the due and punctual payment of (i) any principal, or (ii) any interest or other amount payable under this Note and such default shall continue unremedied for a period of five (5) days, or (iii) Borrower or any other Loan Party shall default in the due and punctual payment of any amount payable under any other Executed Document and such default shall continue unremedied for any applicable cure period specified with respect thereto in such Executed Document; or 7.2 Representations. Any representation or warranty made by any Loan Party herein or in any of the other Loan Documents shall be breached or shall prove to be untrue in any material respect on the date as of which made; or 7.3 Negative Covenants. Borrower shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to Section 5.2, 5.3, 5.4 or Article VI hereof; or - 16 -

7.4 Affirmative Covenants. Borrower shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any of the provisions of this Note (other than those referred to in Sections 6.1 or 6.2 above) and such default (which shall be capable of cure) shall continue unremedied for a period of 30 days after the earlier of the date on which (x) Lender gives Borrower notice thereof or (y) Borrower or Guarantor, or an officer of Borrower or Guarantor, obtains actual knowledge thereof; or

7.4 Affirmative Covenants. Borrower shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to any of the provisions of this Note (other than those referred to in Sections 6.1 or 6.2 above) and such default (which shall be capable of cure) shall continue unremedied for a period of 30 days after the earlier of the date on which (x) Lender gives Borrower notice thereof or (y) Borrower or Guarantor, or an officer of Borrower or Guarantor, obtains actual knowledge thereof; or 7.5 Other Obligations. Any Indebtedness for Borrowed Money of any Loan Party (i) shall be duly declared to be or shall become due and payable prior to the stated maturity thereof, or (ii) shall not be paid as and when the same becomes due and payable including any applicable grace period; or 7.6 Insolvency. An Insolvency Event shall occur with respect to any Loan Party; or 7.7 Security Documents. The breach by any Loan Party of any term or provision of any Security Document to which such Loan Party is a party, which default in the judgment of Lender is material; or if any Security Document is at any time not in full force and effect; or any of the Security Documents shall fail to grant the Lien and security interest purported to be created thereby; or the Guarantor shall assert that it is not liable as a guarantor under the Guarantee Agreement; or 7.8 Loan Agreements. An "Event of Default" (as defined therein) shall occur under the Portfolio Acquisition Loan Agreement or the Current Loan Agreement which (if capable of cure) has not been cured; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, Lender may by written notice to Borrower declare the principal of and accrued interest on the Loan to be, whereupon the same shall forthwith become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower; provided that if any Event of Default described in Section 7.6 hereof shall occur with respect to Borrower or the Guarantor, the result which would otherwise occur only upon the giving of written notice by Lender to Borrower as herein described shall occur automatically, without the giving of any such notice. With respect to Events of Default under Sections 7.5 and 7.8, Borrower and Lender acknowledge and agree that no termination of any relevant loan agreement or other governing document or instrument, nor any amendment or other modification (directly or indirectly) thereof by any parties thereto, nor any waiver, consent, rescission or other action by any of such parties shall cure, terminate, eliminate, rescind or otherwise affect the existence of any such Event of Default or (with respect to said Section 7.5) any acceleration, it being understood and agreed that only a proper, written waiver or (if applicable) consent signed by Lender shall suffice to waive any such Event of Default or rescind any such acceleration for purposes of this Agreement. VIII PAYMENTS 8.1 Time and Place of Payments. All payments by Borrower to Lender hereunder shall be made prior to 12:00 noon (New York City time) on the date such payment is due and shall be made to the Lender in New York City at 565 Fifth Avenue, New York, New York 10017 or at such other location as Borrower is notified of in writing by the holder of this Note. Payments received by Lender after 12:00 noon (New York City time) shall be deemed to have been received on the next succeeding Business Day. 8.2 Application of Payments. Unless otherwise specifically provided herein, all payments under or pursuant to, or in satisfaction of, any of Borrower's obligations under this Note (including any - 17 -

received in connection with the foreclosure upon or other realization on any Collateral) shall be applied in the following order of priority: (i) to any amounts not otherwise listed in this paragraph then due and payable hereunder or under the Security Documents to which Borrower is a party, (ii) to any interest hereunder then due and payable, (iii) to any principal amount then due hereunder; and (iv) to any amounts not then due hereunder (including principal and accrued interest thereon, first to accrued interest and thereafter to the balance of the principal).

received in connection with the foreclosure upon or other realization on any Collateral) shall be applied in the following order of priority: (i) to any amounts not otherwise listed in this paragraph then due and payable hereunder or under the Security Documents to which Borrower is a party, (ii) to any interest hereunder then due and payable, (iii) to any principal amount then due hereunder; and (iv) to any amounts not then due hereunder (including principal and accrued interest thereon, first to accrued interest and thereafter to the balance of the principal). 8.3 Amount of Payments. All payments hereunder shall be made in freely transferable U.S. dollars and in immediately available funds without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholdings for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) on or measured by the net income of Lender pursuant to the income tax laws of the jurisdiction where Lender's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by such net income payable by Lender with respect to the amount by which the payments required to be made by this paragraph exceed the amount otherwise specified to be paid under this Note) shall not be less than the amounts otherwise specified to be paid under this Note. A certificate of Lender as to additional amounts due under this paragraph shall, absent manifest error, be final, conclusive and binding on Borrower. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall promptly furnish to Lender such certificates, receipts and other documents as may be required (in the judgment of Lender) to establish any tax credit to which Lender may be entitled. 8.4 Waiver of Presentment. Except to the extent required by any Applicable Law which cannot be waived, Borrower waives presentment, demand, protest or notice of any kind in connection with this Note. IX OTHER PROVISIONS 9.1 Enforcement Expenses. Borrower agrees to pay to the holder hereof, on demand, all costs and expenses (including legal fees) incurred in connection with the enforcement and collection of this Note, including legal fees in bankruptcy and judicial and non-judicial foreclosure proceedings (such costs, expenses and fees, collectively, "Enforcement Expenses"). 9.2 Reserves. In the event that reserves or special deposits must be maintained with any regulatory authority or entity having jurisdiction over or with respect to Lender in connection with the making or continuation of any Loan (including without limitation, any applicable reserve or similar requirements against assets held by, or deposits in or to the account of, or advances by, Lender), in compliance with any Applicable Law or governmental regulation, guideline, order or request whether or not having the force of law, Borrower agrees to pay Lender, and hold Lender harmless from and against, the cost (including, without limitation, the amount of any charge imposed on Lender by any such regulatory authority or entity in connection with the imposition of such reserves) of acquiring and/or maintaining such reserves. A certificate of Lender as to the amount required to be paid by Borrower under the preceding sentence and showing in reasonable detail the basis for the calculation thereof shall, absent manifest error, be final and conclusive (it being understood that in no event shall Lender be required to disclose in such certificate or otherwise any non-public information). 9.3 Delay. No failure or delay by Lender in exercising any right, power or privilege under this Note or any other Loan Document, and no course of dealing between Borrower or any other Loan Party and Lender shall operate as a waiver thereof; nor shall any exercise or partial exercise of any right, - 18 -

power or privilege hereunder or under any other Loan Document preclude any other further exercise thereof or the exercise of any other right, power or privilege. The remedies provided are cumulative and not exclusive of any remedies provided by law. No notice to or demand on any Loan Party in any case shall entitle such Loan Party or any other Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Lender to any other or further action in any circumstances without notice or demand.

power or privilege hereunder or under any other Loan Document preclude any other further exercise thereof or the exercise of any other right, power or privilege. The remedies provided are cumulative and not exclusive of any remedies provided by law. No notice to or demand on any Loan Party in any case shall entitle such Loan Party or any other Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of Lender to any other or further action in any circumstances without notice or demand. 9.4 Set-Off. In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, during the continuance of any Event of Default hereunder Lender is hereby authorized at any time and from time to time, without notice to Borrower or to any other person or entity, any such notice being hereby expressly waived by Borrower, to setoff and to appropriate and apply any and all general deposits and any other indebtedness at any time held or owing by Lender to or for the credit or the account of Borrower against and on account of the obligations and liabilities of Borrower to Lender under this Note and the other Loan Documents, irrespective of whether or not Lender shall have made any demand hereunder and although said obligations, liabilities or claims, or any of them, shall be contingent or unmatured. The provisions of this Section 9.4 shall not apply to any obligations which are otherwise non-recourse to Borrower pursuant to Section 1.9 hereof. 9.5 Indemnification. Borrower agrees to indemnify, pay and hold harmless Lender and its Affiliates and any Bank Assignee and their respective present and future officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against all liability, losses, damages and expenses (including, without limitation, reasonable legal fees and expenses) arising out of, or in any way connected with, or as a result of (i) the execution and delivery of this Note or any of the other Loan Documents or the documents or transactions contemplated hereby and thereby or the performance by Lender and Borrower (and, if any other parties, such other parties) of their respective obligations hereunder and thereunder or relating thereto; or (ii) any claim, action, suit, investigation or proceeding (in each case, regardless of whether or not the Indemnified Party is a party thereto or target thereof) in any way relating to (A) any Collateral, or (B) Borrower, any other Loan Party or Subsidiary or any Affiliate of any of the foregoing in connection with any of the transactions contemplated by this Note or any of the other Loan Documents; provided that Borrower shall not be liable to any Indemnified Party hereunder for (x) any portion of such liabilities, losses, damages and expenses sustained or incurred as a direct result of the gross negligence or willful misconduct of Lender if such gross negligence or willful misconduct is determined to have occurred by a final and non-appealable decision of a court of competent jurisdiction, or (y) any portion of such liabilities, losses or damages payable to any MG Entity in connection with any claims brought by any of them (or any expenses incurred in connection therewith) to the extent that neither Borrower nor any other member of the FC Group was in any way responsible therefor; and provided further the foregoing indemnities are not for the benefit of any MG Entity and no MG Entity shall be considered an "Indemnified Party," regardless of the capacity in which such Person shall seek indemnification or to be considered such a party. No investigation performed by or on behalf of Lender or any of its Affiliates (or by any officer, director, employee or agent of any of the foregoing), nor any information possessed by any such Person, shall affect any representation or warranty made in this Note or any other Loan Document (unless expressly addressed in such representation or warranty) by any Loan Party or limit the scope of any such representation or warranty or in any way limit any liability of any Person under this Section 9.5. 9.6 Expenses. Borrower shall pay all out-of-pocket costs and expenses of Lender and its Affiliates incurred in connection with (x) the preparation, execution, delivery, filing and recording of, and (y) the amendment (including any waiver or consent), modification, and enforcement of or preservation of any rights under, this Note, the other Loan Documents, the making and repayment of the Loans, and the maintenance and operation of the Prepayment Account, and the payment of all interest and fees, including, without limitation, (A) the fees and expenses of Sullivan & Worcester, counsel for Lender, and - 19 -

any special or local counsel retained by Lender or its Affiliates, (B) the fees and expenses of other external third parties (including without limitation KPMG) retained by Lender or its Affiliates, (C) all stamp, filing and other similar taxes, fees or charges (including interest and penalties, if any), which may be payable in connection with the Loan Documents or the issuance of this Note, and (D) all finder's and broker's fees (if any are claimed by third parties) in connection with the transactions contemplated by this Note and the other Loan Documents.

any special or local counsel retained by Lender or its Affiliates, (B) the fees and expenses of other external third parties (including without limitation KPMG) retained by Lender or its Affiliates, (C) all stamp, filing and other similar taxes, fees or charges (including interest and penalties, if any), which may be payable in connection with the Loan Documents or the issuance of this Note, and (D) all finder's and broker's fees (if any are claimed by third parties) in connection with the transactions contemplated by this Note and the other Loan Documents. 9.7 Capital Adequacy. The provisions of Section [3.4](1) of the Restated Loan Agreement (together with the definitions, as used in such agreement, of all capitalized terms used in said section, except as set forth in clauses (i)-([v]) below), in each case as in effect on the date hereof and as amended with the consent of Lender from time to time, are incorporated in this Section 9.7 by reference as fully as if set forth in this Section 9.7 in their entirety, except that references therein (or in any related definition) to: (i) "Borrower" shall be deemed references to Borrower; (ii) "Lender", "Lenders", "a Lender", "any Lender", "each Lender", "Agent" or the like shall be deemed references to Lender; (iii) "Agreement", "hereunder" or like references shall be deemed references to this Note; (iv) "Loan Documents" shall be deemed references to the Loan Documents; and (v) "its Bosque Loan Commitment, Loans, Existing Loans, its commitments or other obligations under the Existing Agreement" shall be deemed references to the Loan. If at any time no loans are outstanding under the Restated Loan Agreement, then references to the foregoing incorporated section and definitions may, if Lender so notifies Borrower in writing, be deemed a reference to the substantively comparable section(s) in the Portfolio Acquisition Loan Agreement, mutatis mutandis. 9.8 Survival. All obligations provided for in this Section 9.8 and Sections 2.4, 2.5, 8.3, 9.5, 9.6 and 9.7 shall survive any termination of this Note and the payment in full of the Loans. 9.9 Record Keeping. Absent manifest error, the outstanding principal balance and accrued interest under this Note at any time shall be determined as shown in records made by Lender in accordance with manual, computerized, electronic or other record-keeping systems used from time to time by Lender or any Bank Assignee. 9.10 Domicile. The Loans may be made, maintained or transferred by Lender to or for the account of any of its branch or other offices or any of its subsidiaries or Affiliates. 9.11 Headings. Headings herein are for convenience of reference only and shall not be used in the interpretation of this Note. 9.12 Amendments. (a) Except as may otherwise be specified herein, no provision of this Note may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by (1) The bracketed section reference in this Section 9.7 is to the current draft of the Restated Loan Agreement. This cross-reference may change in the executed Note so that it cross-references to the substantive provisions of the section to which it is intended to refer. - 20 -

Lender and Borrower, except that waivers of provisions relating to a Loan Party's performance or nonperformance of its obligations hereunder or thereunder need not be signed by Borrower. Any such change, waiver, discharge or termination shall be effective only in the specific instance and for the specific purposes for which made or given.

Lender and Borrower, except that waivers of provisions relating to a Loan Party's performance or nonperformance of its obligations hereunder or thereunder need not be signed by Borrower. Any such change, waiver, discharge or termination shall be effective only in the specific instance and for the specific purposes for which made or given. (b) THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG BORROWER, GUARANTOR AND LENDER WITH RESPECT TO THE MATTERS COVERED HEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. (c) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 9.13 Notices. Except as otherwise expressly provided herein, all notices, requests, demands or other communications to or upon Borrower or Lender under this Note or the other Loan Documents shall be deemed to have been duly given or made when delivered (if sent by Federal Express or other similar overnight delivery service), or three days after mailing (when mailed, postage prepaid, by registered or certified mail, return receipt requested), or (in the case of telex, telegraphic, telecopier or cable notice) when delivered to the telex, telegraph, telecopier or cable company, or (in the case of telex or telecopier notice sent over a telex or telecopier owned or operated by a party hereto) when sent; in each case addressed as follows: (i) if to Lender, at 565 Fifth Avenue, New York, New York 10017 (Attention: President), fax: 212/883-6610, and (ii) if to Borrower, at its address specified with its signature below (Attention: President or Legal Department), fax: 254/751-7725, or to such other addresses or telecopier numbers as Lender or Borrower may hereafter specify to the others in writing, provided that communications with respect to a change of address shall be deemed to be effective when actually received. 9.14 Benefits of Agreement. This Note shall be inure to the benefit of and be enforceable by Lender and its successors and assigns, and, in particular, shall inure to the benefit of the holders from time to time of this Note. In furtherance of the foregoing, Lender shall be entitled at any time to grant participations in or assign, sell or otherwise transfer the whole or any part of its rights and/or obligations under this Note and the other Loan Documents to any Person; provided that prior to the occurrence of a Default, Borrower shall have the right to consent to any such assignment or transfer (other than to an Affiliate of Lender), such consent not to be unreasonably withheld or delayed. No such participation, assignment, sale or other transfer pursuant to this Section 9.14 shall relieve Lender from its obligations hereunder and Borrower and the other Loan Parties need deal solely with Lender with respect to waivers, modifications and consents to this Note and the other Loan Documents. Any such participant, assignee, purchaser or transferee is referred to in this Note as a "Bank Assignee". Borrower agrees that the provisions of 2.4, 2.5, 8.3, 9.5, 9.6 and 9.7 shall run to the benefit of each Bank Assignee and its participations or interests herein, and Lender may enforce such provisions on behalf of any such Bank Assignee. Borrower hereby further agrees that any such Bank Assignee may, to the fullest extent permitted by Applicable Law, exercise the right of setoff (but only to the extent permitted by this Note) with respect to such participation (and in an amount up to the amount of such participation) as fully as if such Bank Assignee were the direct creditor of Borrower. Upon a participation, assignment, sale or transfer in accordance with the foregoing, Borrower shall execute such documents and do such acts as Lender may reasonably request to effect such assignment. Lender may furnish any information in its possession from time to time to Bank Assignees (including prospective Bank Assignees), provided that such prospective or actual Bank Assignee agrees to keep confidential any non-public information regarding Borrower and its Affiliates that Borrower has provided to Lender pursuant to this Note. Borrower shall not be responsible for any due diligence costs or legal expenses of such Bank Assignees in connection with their entering into such participation, assignment, sale or transfer. - 21 -

9.15 Severability. If any provision of this Note shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. 9.16 Domicile of Loan. Lender may maintain or transfer any of the indebtedness represented by this Note to, or for the account of, any Affiliate of Lender.

9.15 Severability. If any provision of this Note shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. 9.16 Domicile of Loan. Lender may maintain or transfer any of the indebtedness represented by this Note to, or for the account of, any Affiliate of Lender. 9.17 Mutual Drafting. This Note and the other Loan Documents are the result of the joint efforts of Lender and Borrower (and, if any others, the other parties thereto), and each provision hereof and thereof has been subject to the mutual consultation, negotiation and agreement of the parties to each and there shall be no construction against any party based on any presumption of that party's involvement in the drafting hereof or thereof. 9.18 Usury. Nothing contained in this Note shall require Borrower to pay interest at a rate exceeding the maximum rate permitted by Applicable Law. If the amount of interest payable hereunder on any date would otherwise result in such maximum rate being exceeded, such amount shall be automatically reduced to the maximum permissible amount, and the amount of interest payable for any subsequent period, to the extent less than that permitted by Applicable Law, shall, to that extent, be increased by the amount of such reduction. To the extent that any amount of interest is paid in excess of the maximum permissible amount, such amount shall be applied as a repayment of the principal amount hereof. X JURISDICTION 10.1 Jurisdiction. Borrower hereby agrees that ANY LEGAL ACTION OR PROCEEDING AGAINST IT WITH RESPECT TO THIS NOTE AND ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK as Lender or other permitted holder hereof may elect. Borrower hereby accepts and consents for itself and in respect to its property, generally and unconditionally, the jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be exclusive, unless waived by Lender or other holder hereof in writing, with respect to any action or proceeding brought by it against Lender or such holder of this Note. Borrower hereby irrevocably consents (to the extent permitted by Applicable Law) to the service of process in any such action or proceeding being made upon it by registered or certified mail or by Federal Express (or other similar overnight courier service) at the address set forth on the signature page hereof or at such other address as it notifies Lender or other holder hereof in writing. Borrower hereby waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. Nothing herein shall affect Lender's or such other holder's right to serve process in any other manner permitted by law or limit Lender's or such other holder's right to bring proceedings against Borrower in the courts of any other competent jurisdiction. 10.2 Choice of Law. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 10.3 Waiver of Jury Trial. EACH OF BORROWER (and by its signature below, Lender) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, - 22 -

OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF LENDER, BORROWER, GUARANTOR OR ANY OTHER PERSON. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN TO BORROWER EVIDENCED BY THIS NOTE. IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered as of the date

OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF LENDER, BORROWER, GUARANTOR OR ANY OTHER PERSON. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN TO BORROWER EVIDENCED BY THIS NOTE. IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered as of the date first above written. Address FIRSTCITY CONSUMER LENDING CORPORATION
6400 Imperial Drive (deliveries(2)) Waco, Texas 76712 ----------------------------------Name: James T. Sartain Title: Chairman of the Board

By

P.O. Box 8216 (mail) Waco, Texas 76714-8216

Agreed to: THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND By Name: Jack S Dykes Title: Executive Vice President (2) including, e.g., FedEx. - 23 -

Section 3.4 of the Restated Loan Agreement Section 3.4 Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof) pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) or in the enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender) or any holding company of any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of its Bosque Loan Commitment, Loans, Existing Loans, its commitments or other obligations under the Existing Agreement or any of its obligations hereunder to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding

Section 3.4 of the Restated Loan Agreement Section 3.4 Capital Adequacy. If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof (it being agreed that "adopted after the date hereof" shall include compliance by a Lender or any lending office or holding company of a Lender with any Basle Law whether or not such Basle Law was in effect, applicable or phased in on or prior to or after the date hereof) pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or pursuant to or arising out of any report, agreement or convention of any international banking group adopted subsequent to such 1988 report (said laws, rules, regulations and guidelines pursuant to or arising out of such 1988 report or any such subsequently adopted report, agreement or convention being sometimes collectively herein referred to as "Basle Laws"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (any such other law, rule, regulation or guideline being sometimes herein referred to as "Other Laws"), or any change in any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) or in the enforcement or interpretation or administration of any of the foregoing (after the date hereof in respect of Other Laws; before or after the date hereof in respect of Basle Laws) by any Government Authority, central bank or comparable agency charged with the enforcement or interpretation or administration thereof, or compliance by any Lender (or any lending office of any Lender) or any holding company of any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of its Bosque Loan Commitment, Loans, Existing Loans, its commitments or other obligations under the Existing Agreement or any of its obligations hereunder to a level below that which such Lender or such Lender's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then, upon demand by such Lender (or by the Agent on such Lender's behalf), the Borrower shall pay to such Lender from time to time such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered, together with interest on each such amount from the date demanded until payment in full (after as well as before judgment) thereof at the Base Rate. Each Lender shall endeavor to give the Borrower notice of its intention to require compensation under this Section 3.4 within a reasonable time after the loan officer of such Lender with responsibility for this Agreement becomes aware of its entitlement to such compensation under this Section 3.4, but no failure to give any such notice shall affect or relieve the Borrower of any of Borrower's obligations under this Section 3.4 or under any other provision of this Agreement or any other Loan Document or result in any obligation or liability of the Agent or any Lender to the Borrower or any other Person. A certificate of a Lender as to the amount required to be paid by Borrower under this Section 3.4 and showing in reasonable detail the basis for the calculation thereof, shall, absent manifest error, be final and conclusive (it being understood that in no event shall any Lender be required to disclose in such certificate or otherwise any non-public information). In determining such amount or amounts, a Lender may use any method of averaging and attribution as it (in its sole and absolute discretion) shall deem applicable. - 24 -

Annex B Certain Definitions "Closing" shall have the meaning provided for such term in Section 3 hereof. "Closing Date" shall have the meaning provided for such term in the introductory paragraph of this Letter Agreement. "Event" shall mean the existence or occurrence of any act, action, activity, circumstance, condition, event, fact, failure to act, omission, incident or practice, or any set or combination of any of the foregoing. "FC Party" shall have the meaning provided for such term in Section 2.17(a) hereof.

Annex B Certain Definitions "Closing" shall have the meaning provided for such term in Section 3 hereof. "Closing Date" shall have the meaning provided for such term in the introductory paragraph of this Letter Agreement. "Event" shall mean the existence or occurrence of any act, action, activity, circumstance, condition, event, fact, failure to act, omission, incident or practice, or any set or combination of any of the foregoing. "FC Party" shall have the meaning provided for such term in Section 2.17(a) hereof. "Funding Entities" shall mean Funding and Funding-GP. "IFA Entities" shall mean IFA-GP and IFA-LP. "IFA-GP" shall mean IFA Drive GP Holdings LLC, a Delaware limited liability company. "IFA-LP" shall mean IFA Drive LP Holdings LLC, a Delaware limited liability company. "Indemnified Parties" shall have the meaning provided for such term in Section 4.8 hereof. "June SPA" shall mean that certain Securities Purchase Agreement dated as of June 11, 2002 among FC, CLC, Funding, Funding-GP, the IFA Entities, Drive Holdings and Drive, as in effect on the date hereof. "Legal Action" shall mean, with respect to any Person, any and all litigation or legal or other actions, arbitrations, counterclaims, investigations, proceedings, requests for material information by or pursuant to the order of any Government Authority or suits, at law or in arbitration, equity or admiralty, whether or not purported to be brought on behalf of such Person, affecting such Person or any of such Person's business, property or assets. "Management Member" shall mean each of Messrs. Bozman, Brower, Dundon, Foith, Reeves and Whann. "Material Adverse Change" shall mean, with respect to a Person (such term to include the Drive Group and the FC Group, each considered as a whole), any Event or set of Events which could reasonably be expected to (a) have any material adverse effect upon or result in any material adverse change in the validity or enforceability of the Note or any other Executed Document, (b) materially and adversely affect the business, properties, operations or condition (financial or otherwise) of such Person, (c) materially impair such Person's ability to fulfill its obligations under the terms of any Loan Document required to be executed by such Person, (d) materially and adversely affect the rights and remedies of the Lender under any Executed Document, or (e) materially and adversely affect such Person's ability to perform with respect to any Loan Document. "Material Adverse Effect" in respect of a Person shall mean an effect that would result in a Material Adverse Change. 10

"Pledged Entities" shall mean CLC, Funding, Funding-GP, Drive-LP and Drive-GP. "Registration Statement" shall mean the Registration Statement (No. 333-90258) on Form S-4, including all exhibits thereto, filed by FC with the Securities and Exchange Commission in connection with the Exchange Offer, as amended to date and as the same may be amended by FC from time to time prior to the Closing Date. 11

"Pledged Entities" shall mean CLC, Funding, Funding-GP, Drive-LP and Drive-GP. "Registration Statement" shall mean the Registration Statement (No. 333-90258) on Form S-4, including all exhibits thereto, filed by FC with the Securities and Exchange Commission in connection with the Exchange Offer, as amended to date and as the same may be amended by FC from time to time prior to the Closing Date. 11

EXHIBIT 99(d)(6) draft 11/26/02 FEE LETTER Agreement dated as of November 29, 2002 between FirstCity Financial Corporation, a Delaware corporation ("FC") and FirstCity Consumer Lending Corporation, a Texas corporation ("CLC"), on the one hand, and The Governor and Company of the Bank of Scotland ("Lender"), on the other. Capitalized terms used herein and not otherwise defined have the meanings provided for such terms in (i) that certain Collateral Assignment of Partnership and LLC Interests dated as of November 29, 2002 executed by (among others) CLC and Lender, as such agreement may be amended, supplemented or otherwise modified from time to time (said agreement, as so amended, supplemented or otherwise modified from time to time, the "Security Agreement"), if defined therein, and (ii) if not defined in the Security Agreement, as defined in the Note (as defined in the Security Agreement). WITNESSETH WHEREAS, Lender has made or is expected to soon make a non-recourse $16,000,000 loan (the "Loan") to CLC to enable FC, which owns all of the outstanding capital stock of CLC, to consummate an exchange offer (the "Exchange Offer") for up to 1,222,901 shares of FC's New Preferred Stock, par value $0.01 per share, as part of a recapitalization of FC; WHEREAS, FC and CLC consider the recapitalization and the success of the Exchange Offer essential to the financial well-being of both companies and have requested that Lender make the Loan to CLC on the terms and conditions set forth in the Funding Letter; WHEREAS, the execution and delivery of this Agreement by FC and CLC is one of the conditions to Lender making the Loan to CLC; NOW, THEREFORE, to induce Lender to make the Loan to CLC and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, CLC and FC jointly and severally agree with Lender as follows: 1. Payment. Whenever (x) a Disposition or Distributable Dividend occurs and (y) the aggregate amount of Proceeds from such Disposition or Distributable Dividend, when combined with the aggregate amount of Proceeds from (i) all previous Dispositions and Distributable Dividends occurring after the date hereof and (ii) all other Dispositions and Distributable Dividends occurring at the same time as the Disposition or Distributable Dividend in question, exceeds $16,000,000, then FC and CLC shall pay to Lender, contemporaneously with each such Disposition or Distributable Dividend, the amount determined by the following formula: A= .2(P) - Y where: A= the amount to be paid to Lender from the Proceeds of the relevant Disposition or Distributable Dividend; 1

EXHIBIT 99(d)(6) draft 11/26/02 FEE LETTER Agreement dated as of November 29, 2002 between FirstCity Financial Corporation, a Delaware corporation ("FC") and FirstCity Consumer Lending Corporation, a Texas corporation ("CLC"), on the one hand, and The Governor and Company of the Bank of Scotland ("Lender"), on the other. Capitalized terms used herein and not otherwise defined have the meanings provided for such terms in (i) that certain Collateral Assignment of Partnership and LLC Interests dated as of November 29, 2002 executed by (among others) CLC and Lender, as such agreement may be amended, supplemented or otherwise modified from time to time (said agreement, as so amended, supplemented or otherwise modified from time to time, the "Security Agreement"), if defined therein, and (ii) if not defined in the Security Agreement, as defined in the Note (as defined in the Security Agreement). WITNESSETH WHEREAS, Lender has made or is expected to soon make a non-recourse $16,000,000 loan (the "Loan") to CLC to enable FC, which owns all of the outstanding capital stock of CLC, to consummate an exchange offer (the "Exchange Offer") for up to 1,222,901 shares of FC's New Preferred Stock, par value $0.01 per share, as part of a recapitalization of FC; WHEREAS, FC and CLC consider the recapitalization and the success of the Exchange Offer essential to the financial well-being of both companies and have requested that Lender make the Loan to CLC on the terms and conditions set forth in the Funding Letter; WHEREAS, the execution and delivery of this Agreement by FC and CLC is one of the conditions to Lender making the Loan to CLC; NOW, THEREFORE, to induce Lender to make the Loan to CLC and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, CLC and FC jointly and severally agree with Lender as follows: 1. Payment. Whenever (x) a Disposition or Distributable Dividend occurs and (y) the aggregate amount of Proceeds from such Disposition or Distributable Dividend, when combined with the aggregate amount of Proceeds from (i) all previous Dispositions and Distributable Dividends occurring after the date hereof and (ii) all other Dispositions and Distributable Dividends occurring at the same time as the Disposition or Distributable Dividend in question, exceeds $16,000,000, then FC and CLC shall pay to Lender, contemporaneously with each such Disposition or Distributable Dividend, the amount determined by the following formula: A= .2(P) - Y where: A= the amount to be paid to Lender from the Proceeds of the relevant Disposition or Distributable Dividend; 1

P= the amount by which (i) the aggregate Proceeds received by Funding and other members of the FC Group from Dispositions and Distributable Dividends since December 1, 2002 (after giving effect to the Disposition or Distributable Dividend then occurring or having just occurred) exceeds (ii) $16,000,000; and Y= the aggregate amount of Proceeds from Dispositions and Distributable Dividends previously paid to Lender pursuant to this Agreement.

P= the amount by which (i) the aggregate Proceeds received by Funding and other members of the FC Group from Dispositions and Distributable Dividends since December 1, 2002 (after giving effect to the Disposition or Distributable Dividend then occurring or having just occurred) exceeds (ii) $16,000,000; and Y= the aggregate amount of Proceeds from Dispositions and Distributable Dividends previously paid to Lender pursuant to this Agreement. 2. Definitions. As used herein, the following terms have the following meanings: "Disposition" shall mean any sale, conveyance, lease, assignment, pledge or other disposition of, or grant of a security interest in, any of the Drive Collateral or any of the Pledged Drive Debt or any portion of any of the foregoing by (x) Funding or another member of the FC Group (other than to another member of the FC Group), or (y) any member of the BOS Group which has a Lien in such collateral or debt; and "Disposed" shall have a correlative meaning. Pledges of, or grants of a security interest in, any of the Drive Collateral to a member of the BOS Group shall not constitute a Disposition. Dispositions pursuant to any of the Executed Documents or pursuant to the Loan Agreements or (as defined in the respective Loan Agreements) Security Documents shall not be considered Dispositions for purposes of the preceding sentence. "Distributable Dividend" shall mean any Distribution by a Drive Entity with respect to Drive Collateral (other than a Tax Distribution). "Distribution" shall mean (i) a dividend, distribution, redemption, return of capital to one's equity holders as such, or any like payment or payment which has the effect of any of the foregoing, and (ii) all payments of principal, interest, premiums, penalties and the like made in respect of any Pledged Drive Debt. As used herein, "dividends" shall include, without limitation, distributions on account of partnership, limited liability company and other equity interests as well as distributions on account of shares of stock. "Drive Collateral" shall mean the Pledged Drive-GP Membership Interests and the Pledged Drive Partnership Interests. "Drive Entity" shall mean Drive Financial Services LP, a Delaware limited partnership, or Drive GP LLC, a Delaware limited liability company. "Pledged Drive Debt" shall mean the Specified Percentage of any indebtedness of Drive incurred after the date hereof and payable to Funding or CLC, whether or not evidenced by notes or other instruments or otherwise. "Proceeds" shall mean all consideration received by or on behalf of members of the FC Group in connection with a Disposition (after deduction of an amount equal to the Specified Percentage of the fees and expenses paid and payable for such Disposition) or a Distributable Dividend. "Specified Percentage" shall mean (x) a fraction (i) the numerator of which is 20% and (ii) the denominator of which is the percentage of all outstanding Drive-GP Membership Interests at the time of computation owned of record by members of the FC Group, multiplied by (y) 100. 2

"Tax Distribution" shall mean a Distribution made pursuant to Section 2.7 of the Shareholders Agreement to the extent that it is reinvested in Drive pursuant to Section 4.7 of the Shareholders Agreement. 3. Past-Due Payments. All amounts payable to Lender hereunder shall be paid to Lender at 565 Fifth Avenue, New York City, or to such other address as Lender from time to time notifies FC or CLC of. Amounts not paid when due hereunder shall accrue interest at the lesser of (x) the highest rate then permitted under applicable law or (y)18% per annum (based on a year of 365/366 days). 4. Expenses. FC and CLC shall pay to Lender, on demand, all costs and expenses (including legal fees) incurred in connection with the enforcement of the provisions of this Agreement in the event that either FC or CLC shall

"Tax Distribution" shall mean a Distribution made pursuant to Section 2.7 of the Shareholders Agreement to the extent that it is reinvested in Drive pursuant to Section 4.7 of the Shareholders Agreement. 3. Past-Due Payments. All amounts payable to Lender hereunder shall be paid to Lender at 565 Fifth Avenue, New York City, or to such other address as Lender from time to time notifies FC or CLC of. Amounts not paid when due hereunder shall accrue interest at the lesser of (x) the highest rate then permitted under applicable law or (y)18% per annum (based on a year of 365/366 days). 4. Expenses. FC and CLC shall pay to Lender, on demand, all costs and expenses (including legal fees) incurred in connection with the enforcement of the provisions of this Agreement in the event that either FC or CLC shall not pay amounts payable to Lender under this Agreement when due. 5. Liability. The obligations of FC and CLC hereunder are joint and several. 6. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in New York City in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 7. Assignment. This Agreement is binding upon the parties hereto and their respective executors, administrators, successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Neither FC nor CLC may assign its rights or obligations hereunder without the prior written consent of Lender, and any such purported assignment shall be void. 8. Amendment. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all the parties hereto. Any such change, waiver, discharge or termination shall be effective only in the specific instance and for the specific purposes for which made or given. 9. Waiver. No failure or delay on the part of any of the parties hereto in exercising any right, power or privilege under this Agreement, and no course of dealing between or among any one or more of them shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 10. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 11. Headings;. The headings contained in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning of any provision of this Agreement. 12. Jurisdiction; Jury Waiver. Each party hereto hereby agrees that ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY to enforce any award rendered pursuant to Section 6 (or, if any, any other such action or proceeding that is permitted to be brought under this Agreement pursuant 3

to the terms hereof) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK as the party bringing such action or proceeding may elect, and, by execution and delivery hereof, each of the parties hereto hereby accepts and consents for itself and in respect to its property, generally and unconditionally, with respect to any such action or proceeding, the exclusive jurisdiction of the aforesaid courts and waives any right to stay or to dismiss any such action or proceeding brought before said courts on the basis of forum non conveniens. Each party hereto hereby irrevocably consents that all process served or brought against it with respect to any such action or proceeding in any such court shall be effective and binding service in

to the terms hereof) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK as the party bringing such action or proceeding may elect, and, by execution and delivery hereof, each of the parties hereto hereby accepts and consents for itself and in respect to its property, generally and unconditionally, with respect to any such action or proceeding, the exclusive jurisdiction of the aforesaid courts and waives any right to stay or to dismiss any such action or proceeding brought before said courts on the basis of forum non conveniens. Each party hereto hereby irrevocably consents that all process served or brought against it with respect to any such action or proceeding in any such court shall be effective and binding service in every respect if sent by certified or registered mail to the address set forth on the signature page hereof (or such other address as a party has notified the other hereof in accordance with the terms hereof, or (if permitted by law) by Federal Express or other similar overnight courier service; nothing in this Section 12 shall affect the right of any party hereto to serve process in any other manner permitted by law. TO THE EXTENT THAT ANY PARTY TO ANY SUCH ACTION OR PROCEEDING WOULD OTHERWISE BE ENTITLED TO A TRIAL BY JURY IN SUCH MATTER, EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT OR HE MAY HAVE TO A TRIAL BY JURY. In the event of any conflict between the provisions of this Section and those of Section 6, those of Sections 6 shall prevail. 13. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, binding upon all of the parties hereto. Telecopied signatures hereto shall be of the same force and effect as an original of a manually signed copy.
FirstCity Financial Corporation By_____________________________ Name: James T. Sartain Title: President For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 Waco, Texas 76714-8216 Attn: Legal Dept. fax: FirstCity Consumer Lending Corporation By_____________________________ Name: James T. Sartain Title: Chairman of the Board 254/751-7725

For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 Waco, Texas 76714-8216 Attn: Legal Dept. fax: 254/751-7725

The Governor and Company of the Bank of Scotland

565 Fifth Avenue New York, NY 10017 fax: 212/883-6610

4

By ______________________________________ Jack S Dykes, Executive Vice President 5

EXHIBIT 99(d)(7) draft 11/26/02

By ______________________________________ Jack S Dykes, Executive Vice President 5

EXHIBIT 99(d)(7) draft 11/26/02 GUARANTEE AGREEMENT GUARANTEE AGREEMENT dated as of November 29, 2002 made by FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (the "Guarantor"), in favor of THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND ("Lender"). As used herein, "Note" shall mean that certain $16,000,000 (principal amount) promissory note to be executed in December 2002 by FIRSTCITY CONSUMER LENDING CORPORATION, a Texas corporation ("Borrower" or "CLC") in favor of Lender, as such note may be amended, supplemented, restated, extended or otherwise modified from time to time. WITNESSETH WHEREAS, Lender has lent or is expected to soon lend $16,000,000 to Borrower, said loan (the "Loan") to be evidenced by the Note; WHEREAS, Guarantor owns all of the capital stock of Borrower; WHEREAS, Lender has advised Borrower and Guarantor that it will not make the Loan unless (among other conditions) Guarantor enters into this Guarantee Agreement; and WHEREAS, all terms defined in the Note and used herein shall have the meanings therein defined, except where the context otherwise requires; NOW, THEREFORE, in consideration of the mutual promises herein contained and to induce Lender to make the Loan to Borrower, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: 1. Guarantee. (a) Guarantor unconditionally and irrevocably guarantees to Lender the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of any and all of Borrower's present and future indebtedness and obligations, mature or contingent, in connection with the Loan, including (without limitation) all principal of the Loan and all interest which may be payable on the Loan prior to or during the pendency of any insolvency or similar proceeding with respect to Borrower. All such indebtedness and obligations are referred to in this Guarantee Agreement as the "Indebtedness" and will be payable by Guarantor to Lender at 565 Fifth Avenue, New York, New York, or at such other payment office as Lender may notify Guarantor of in writing, in United States dollars, immediately on demand in the event of any default of Borrower with respect to the Indebtedness or any part thereof, without setoff or counterclaim. If Lender is prevented by law from accelerating any of the Indebtedness in accordance with the terms of any agreement or instrument governing same, Lender shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. (b) Notwithstanding anything to the contrary contained in this Guarantee Agreement (including without limitation Section 11 above): Subject to the provisions of the following sentence, Guarantor is not and shall not become personally liable for the payment under this Guarantee Agreement or the Pledge Agreement of the principal, interest or any other amount due under the Note nor shall any monetary judgment be sought or secured against Guarantor with respect thereto, it being the intention of Lender and Guarantor that (except as set forth in the next sentence) the only recourse of Lender against Guarantor under this Guarantee Agreement and the other Loan Documents to which Guarantor is a party in the

satisfaction of the principal of the Note and such interest and other amounts payable thereunder and hereunder

EXHIBIT 99(d)(7) draft 11/26/02 GUARANTEE AGREEMENT GUARANTEE AGREEMENT dated as of November 29, 2002 made by FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (the "Guarantor"), in favor of THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND ("Lender"). As used herein, "Note" shall mean that certain $16,000,000 (principal amount) promissory note to be executed in December 2002 by FIRSTCITY CONSUMER LENDING CORPORATION, a Texas corporation ("Borrower" or "CLC") in favor of Lender, as such note may be amended, supplemented, restated, extended or otherwise modified from time to time. WITNESSETH WHEREAS, Lender has lent or is expected to soon lend $16,000,000 to Borrower, said loan (the "Loan") to be evidenced by the Note; WHEREAS, Guarantor owns all of the capital stock of Borrower; WHEREAS, Lender has advised Borrower and Guarantor that it will not make the Loan unless (among other conditions) Guarantor enters into this Guarantee Agreement; and WHEREAS, all terms defined in the Note and used herein shall have the meanings therein defined, except where the context otherwise requires; NOW, THEREFORE, in consideration of the mutual promises herein contained and to induce Lender to make the Loan to Borrower, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: 1. Guarantee. (a) Guarantor unconditionally and irrevocably guarantees to Lender the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of any and all of Borrower's present and future indebtedness and obligations, mature or contingent, in connection with the Loan, including (without limitation) all principal of the Loan and all interest which may be payable on the Loan prior to or during the pendency of any insolvency or similar proceeding with respect to Borrower. All such indebtedness and obligations are referred to in this Guarantee Agreement as the "Indebtedness" and will be payable by Guarantor to Lender at 565 Fifth Avenue, New York, New York, or at such other payment office as Lender may notify Guarantor of in writing, in United States dollars, immediately on demand in the event of any default of Borrower with respect to the Indebtedness or any part thereof, without setoff or counterclaim. If Lender is prevented by law from accelerating any of the Indebtedness in accordance with the terms of any agreement or instrument governing same, Lender shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. (b) Notwithstanding anything to the contrary contained in this Guarantee Agreement (including without limitation Section 11 above): Subject to the provisions of the following sentence, Guarantor is not and shall not become personally liable for the payment under this Guarantee Agreement or the Pledge Agreement of the principal, interest or any other amount due under the Note nor shall any monetary judgment be sought or secured against Guarantor with respect thereto, it being the intention of Lender and Guarantor that (except as set forth in the next sentence) the only recourse of Lender against Guarantor under this Guarantee Agreement and the other Loan Documents to which Guarantor is a party in the

satisfaction of the principal of the Note and such interest and other amounts payable thereunder and hereunder shall be against the Collateral as to which Guarantor is the debtor. The foregoing provisions shall not relieve Guarantor for any personal liability for (w) costs and expenses payable pursuant to Section 11 hereof if the enforcement of this Guarantee Agreement or judicial or non-judicial foreclosure proceedings with respect to any of the Collateral is challenged or opposed by Borrower, Guarantor or any Person acting on behalf of either, (x) any Enforcement Expenses incurred after the maturity of the Note (by

satisfaction of the principal of the Note and such interest and other amounts payable thereunder and hereunder shall be against the Collateral as to which Guarantor is the debtor. The foregoing provisions shall not relieve Guarantor for any personal liability for (w) costs and expenses payable pursuant to Section 11 hereof if the enforcement of this Guarantee Agreement or judicial or non-judicial foreclosure proceedings with respect to any of the Collateral is challenged or opposed by Borrower, Guarantor or any Person acting on behalf of either, (x) any Enforcement Expenses incurred after the maturity of the Note (by acceleration or otherwise) if the enforcement of the Note or judicial or non-judicial foreclosure proceedings with respect to the Collateral is challenged or opposed by Borrower, Guarantor or any Person acting on behalf of either, (y) any Specified Expenses, or (z) any damages the holder of the Note may incur as a direct result of (i) any fraud by any Loan Party relating to any of the Collateral or any of the transactions contemplated by any of the Executed Documents, (ii) the misapplication of any funds that may come into any Loan Party's possession or control that arise from a Transfer of any of the Collateral or which constitute funds required to be paid to Lender pursuant to Section [1.6] of the Note, (iii) any breach of any representation or warranty contained in Section [4.1-4.6] (inclusive) or Section [4.9-4.12] (inclusive) of the Note or Section 4 of this Guarantee Agreement which has not been cured to Lender's satisfaction within 30 days after the earlier of the date on which (A) Lender gives Borrower (Guarantor, in the case of Section 4 of this Guarantee Agreement) notice thereof or (B) a Loan Party, or an officer of a Loan Party, obtains actual knowledge thereof, or (iv) any breach of any covenant contained in Section [5.4] or Section [6.2] of the Note. 2. Rights of Lender. Guarantor authorizes Lender at any time in its discretion (subject only to the consent of Borrower in accordance with the terms of the Note) to alter any of the terms of the Indebtedness, to take and hold any security for the Indebtedness and to accept additional or substituted security, to subordinate, compromise or release any security, to release Borrower or any other party of its liability for all or any part of the Indebtedness, to release, substitute or add any one or more guarantors or endorsers, and to assign this Guarantee Agreement in whole or in part. Any modifications, renewals and extensions of the Indebtedness may be made at any time by Lender, before or after any termination of this Guarantee Agreement, and Guarantor shall be fully liable for any such modifications, renewals or extensions. Lender may take any of the foregoing actions upon any terms and conditions as Lender may elect, without giving notice to Guarantor or obtaining the consent of Guarantor and without affecting the liability of Guarantor to Lender. 3. Independent Obligations. (a) This Guarantee Agreement is a guarantee of payment rather than a guarantee of collection. Guarantor's obligations under this Guarantee Agreement are independent of those of Borrower and any other guarantee of the Indebtedness of Borrower. Subject to the provisions of Section 1(b) hereof, (i) Lender may bring a separate action against Guarantor without first proceeding against Borrower or any other person or any security held by Lender and without pursuing any other remedy, and (ii) Lender's rights under this Guarantee Agreement will not be exhausted by any action or inaction by Lender until all of the Indebtedness has been indefeasibly paid in full. Any statute of limitations which is tolled as to Borrower by reason of any payment by Borrower or other circumstance shall operate to toll the statute of limitations as to Guarantor. (b) Subject to the provisions of Section 1(b) hereof, the liability of Guarantor hereunder is not affected or impaired by any direction or application of payment by Borrower or any other Loan Party, or by any other guarantee or undertaking of Guarantor or any other party as to the Indebtedness, by any payment on, or in reduction of, any such other guarantee or undertaking, by the termination, revocation or release of any obligations hereunder or of any other guarantor, or by any payment made to Lender on the Indebtedness which Lender repays to Borrower or any other guarantor or other person or entity pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, or any other fact or circumstance which would excuse the obligation of a guarantor or surety, and Guarantor waives any right to the deferral or modification of Guarantor's obligations hereunder by -2-

reason of any such proceeding, fact or circumstance. Subject to the provisions of Section 1(b) hereof, this Guarantee shall continue to be effective in accordance with its terms, or be reinstated, as the case may be, if at any time payment, or any part thereof, of or with respect to any of the Indebtedness is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any other payor thereof, or upon or as a result of the appointment of a receiver,

reason of any such proceeding, fact or circumstance. Subject to the provisions of Section 1(b) hereof, this Guarantee shall continue to be effective in accordance with its terms, or be reinstated, as the case may be, if at any time payment, or any part thereof, of or with respect to any of the Indebtedness is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any other payor thereof, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any other payor thereof or any substantial part of its property, or otherwise, all as though such payments had not been made. 4. Representations and Warranties. Guarantor represents, warrants and agrees (which representations, warranties and agreements shall survive Guarantor's execution of this Guarantee Agreement) that: (a) This Guarantee Agreement is in proper legal form under the laws of Guarantor's jurisdiction of incorporation and principal location for enforcement thereof against Guarantor in the courts of any such jurisdiction. In any legal action upon this Guarantee Agreement in any such jurisdiction, the choice of law set forth in Section 14 hereof would be given effect by the courts of such jurisdiction. (b) Guarantor owns, directly or indirectly, all of the outstanding capital stock of Borrower. 5. Covenants. So long as this Guarantee Agreement shall be in effect or any obligations shall remain outstanding hereunder, Guarantor agrees to comply with each of the following covenants, unless Lender should otherwise consent in writing: (a) Guarantor will furnish to Lender promptly upon becoming available, copies of its annual audited and quarterly unaudited financial statements and such other information, reports, notices or statements as Lender may reasonably request from time to time. (b) Guarantor will not wind up, liquidate or dissolve its affairs. (c) Guarantor will not take any action which would prevent or interfere with the performance by Borrower of any of the covenants, agreements, or obligations of Borrower contained in any agreements or instruments governing or securing the Indebtedness and shall take or cause to be taken all appropriate action to enable Borrower to perform any such covenants, agreements and obligations. 6. Waivers of Defenses. Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitation as to the Indebtedness, this Guarantee Agreement or otherwise as a defense to any action brought against Guarantor by Lender; (b) any defense based upon any legal disability of Borrower or any discharge or limitation of the liability of Borrower to Lender, whether consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any other cause; (c) presentment, demand, protest and notice of any kind; (d) any defense based upon or arising out of any defense which Borrower may have to the payment or performance of any part of the Indebtedness; (e) any defense based upon any disbursements by Lender to Borrower pursuant to any agreements or instruments governing or securing the Indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Guarantee Agreement; (f) all rights to participate in any security held by Lender for the Indebtedness; (g) irregularity or unenforceability of any agreement or instrument representing or governing or securing the Indebtedness; (h) any request that Lender be diligent or prompt in making demands hereunder or under any agreement or instrument representing or governing or securing the Indebtedness; and (i) any other defense in law or equity (other than the defense that the -3-

Indebtedness has been indefeasibly paid in full or that a demanded payment is not payable by virtue of Section 1 (b) hereof), until the Indebtedness has been indefeasibly paid in full. 7. Borrower's Authority and Financial Condition. It is not necessary for Lender to inquire into the capacity or powers of Borrower or the officers, directors, partners or agents acting or purporting to act on Borrower's behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. Guarantor assumes full responsibility for keeping fully informed of the financial condition of

Indebtedness has been indefeasibly paid in full or that a demanded payment is not payable by virtue of Section 1 (b) hereof), until the Indebtedness has been indefeasibly paid in full. 7. Borrower's Authority and Financial Condition. It is not necessary for Lender to inquire into the capacity or powers of Borrower or the officers, directors, partners or agents acting or purporting to act on Borrower's behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. Guarantor assumes full responsibility for keeping fully informed of the financial condition of Borrower and all other circumstances affecting Borrower's ability to perform its obligations to Lender, and agrees that Lender will not have any duty to report to Guarantor any information which Lender receives about Borrower's financial condition or any circumstances bearing on its ability to perform, and expressly waives any right to receive such information and any defense based upon failure to receive such information. 8. Waiver of Subrogation Until Indebtedness Paid. Irrespective of any payment by the Guarantor to Lender pursuant to this Guaranty Agreement, the Guarantor will not be subrogated in place of and to the claims and demands of Lender nor will the Guarantor have any right to participate in any security or lien now or hereafter held by or on behalf of Lender until the final indefeasible payment and satisfaction of all claims and demands due to Lender hereunder. 9. Right of Setoff. In addition to all rights of setoff or lien against any moneys, securities or other property of Guarantor given to Lender by law, during the existence of any default under any agreement or instrument governing any of the Indebtedness or under this Guarantee Agreement, Lender is authorized at any time and from time to time, without notice to Guarantor or to any other person or entity, any such notice being hereby expressly waived, to set-off (and may thereafter apply) any and all general deposits and any other indebtedness at any time held or owing by Lender to or for the credit or the account of Guarantor against and on account of the obligations of Guarantor under this Guarantee Agreement, irrespective of whether or not Lender shall have made any demand hereunder or any demand for payment of any Indebtedness and although said obligations, liabilities or claims, or any of them, shall be contingent or unmatured. The provisions of this Section 9 shall not apply to any obligations which are otherwise non-recourse to Guarantor pursuant to Section 1(b) hereof. 10. Default. Lender may declare Guarantor in default under this Guarantee Agreement, and (subject to Section 1 (b) hereof) may exercise all of its rights hereunder and demand payment of the aggregate outstanding principal amount of all Indebtedness, if Guarantor fails to perform any of its obligations under this Guarantee Agreement or if Guarantor becomes the subject of any bankruptcy, insolvency, arrangement, reorganization, moratorium, or other debtor-relief proceeding under any law, whether now existing or hereafter enacted, or upon the appointment of a receiver for, or the attachment, restraint of or making or levying of any order of court or legal process affecting, the property of Guarantor. 11. Costs and Expenses. In addition to the amounts guaranteed hereunder, Guarantor agrees to pay Lender's reasonable out-of-pocket costs and expenses, including but not limited to legal fees and disbursements, incurred in any effort to collect or enforce any of the Indebtedness or this Guarantee Agreement, whether or not any lawsuit is filed. Until paid to Lender, such sums (and any other amounts payable under this Guarantee Agreement that are not paid when due) will bear interest at the Past-Due Rate; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount. Interest accrued hereunder pursuant to this paragraph shall be payable on demand and shall be calculated on the basis of the actual number of days elapsed and a 360-day year. -4-

12. Delay; Cumulative Remedies. No delay or failure by Lender to exercise any right or remedy against, or to require performance by, Borrower or Guarantor or any other party shall be construed as a waiver of that right, remedy or requirement, and all such powers of Lender shall remain in full force and effect, until specifically waived or released by an instrument in writing executed by Lender. All remedies of Lender against Borrower and Guarantor are cumulative. 13. Subordination. Guarantor agrees that any and all indebtedness or claims it may have against Borrower in connection with this Guarantee Agreement or the Indebtedness will be subordinate to the claims of Lender under this Guarantee Agreement and all Indebtedness guaranteed hereby, and that Guarantor will not assert any such

12. Delay; Cumulative Remedies. No delay or failure by Lender to exercise any right or remedy against, or to require performance by, Borrower or Guarantor or any other party shall be construed as a waiver of that right, remedy or requirement, and all such powers of Lender shall remain in full force and effect, until specifically waived or released by an instrument in writing executed by Lender. All remedies of Lender against Borrower and Guarantor are cumulative. 13. Subordination. Guarantor agrees that any and all indebtedness or claims it may have against Borrower in connection with this Guarantee Agreement or the Indebtedness will be subordinate to the claims of Lender under this Guarantee Agreement and all Indebtedness guaranteed hereby, and that Guarantor will not assert any such claim against Borrower until (subject to Section 1(b) hereof) all Indebtedness to Lender has been completely satisfied hereunder. 14. Governing Law. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 15. Jurisdiction. Guarantor hereby agrees that ANY LEGAL ACTION OR PROCEEDING AGAINST GUARANTOR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER AGREEMENTS OR DOCUMENTS CONTEMPLATED HEREBY OR REFERRED TO HEREIN MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS GUARANTEE AGREEMENT GUARANTOR ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, unless waived by Lender in writing, with respect to any action or proceeding brought by it against Lender and any questions relating to usury, and further consents (to the extent permitted by Applicable Law) to the service of process in any such action or proceeding being made upon Guarantor by registered or certified mail or by Federal Express (or other similar overnight courier service) at the address stated alongside its name on the signature page hereof or at such other address as Lender is notified of in accordance with Section 18 hereof. Guarantor hereby waives any right to stay or to dismiss any action or proceeding brought before said courts on the basis of forum non conveniens. Nothing herein shall limit the right of Lender to bring proceedings against Guarantor in the courts of any other competent jurisdiction. Nothing herein shall affect the right of Lender to serve process in any other manner permitted by law. 16. Severability. If any one or more of the provisions contained in this Guarantee Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. 17. Amount of Payments. All payments hereunder shall be made in freely transferable U.S. dollars and in immediately available funds without setoff or counterclaim and in such amounts as may be necessary in order that all such payments (after (i) withholdings for or on account of any present or future taxes, levies, imposts, duties or other similar charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax (other than such taxes referred to in clause (ii) below) on or measured by the net income of Lender pursuant to the income tax laws of the jurisdiction where Lender's principal or lending office or offices are located (collectively, the "Taxes") and (ii) deduction of an amount equal to any taxes on or measured by such net income payable by Lender with respect to the amount by which the payments required to be made by this paragraph exceed the -5-

amount otherwise specified to be paid under this Guarantee Agreement) shall not be less than the amounts otherwise specified to be paid under this Guarantee Agreement. A certificate of Lender as to additional amounts due under this paragraph shall, absent manifest error, be final, conclusive and binding on Guarantor. With respect to each deduction or withholding for or on account of any Taxes, Guarantor promptly furnish to Lender such certificates, receipts and other documents as may be required (in the judgment of Lender) to establish any tax

amount otherwise specified to be paid under this Guarantee Agreement) shall not be less than the amounts otherwise specified to be paid under this Guarantee Agreement. A certificate of Lender as to additional amounts due under this paragraph shall, absent manifest error, be final, conclusive and binding on Guarantor. With respect to each deduction or withholding for or on account of any Taxes, Guarantor promptly furnish to Lender such certificates, receipts and other documents as may be required (in the judgment of Lender) to establish any tax credit to which Lender may be entitled. 18. Notices. Except as otherwise expressly provided herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made when delivered if sent by Federal Express or other similar overnight delivery service, or when deposited in the mails (by registered or certified mail, return receipt requested), postage prepaid, or in the case of telex, telegraphic, telecopier or cable notice, when delivered to the telex, telegraph, telecopier or cable company, or in the case of telex or telecopier notice sent over a telex or telecopier owned or operated by a party hereto, when sent, addressed to the party entitled to receive same to the address stated alongside its name on the signature page hereto (or to such other address number as any party hereto may hereafter specify to the other in writing); provided that communications with respect to a change of address shall be deemed to be effective when actually received. 19. Amendment. (a) No provisions of this Guarantee Agreement shall be waived, amended or supplemented except by a written instrument executed by Guarantor and Lender. (b) THIS GUARANTEE AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN GUARANTOR AND LENDER WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. (c) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 20. Miscellaneous. The provisions of this Guarantee Agreement will bind and benefit the successors and assigns of Guarantor and Lender. The term "Borrower" will mean both the named Borrower and any other person or entity at any time assuming or otherwise becoming primarily liable on all or any part of the Indebtedness. The descriptive headings used in this Guarantee Agreement are for convenience only and shall not be deemed to affect the meaning or construction of any provision hereof. 21. Counterparts. This Guarantee Agreement may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Telecopied signatures hereto shall be of the same force and effect as an original of a manually signed copy. 22. WAIVER OF JURY TRIAL. EACH OF LENDER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTEE AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT RELATED HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF LENDER, BORROWER, GUARANTOR OR ANY OTHER LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS GUARANTEE AGREEMENT AND SUCH OTHER AGREEMENTS AND DOCUMENTS AND FOR THE LENDER MAKING THE LOAN EVIDENCED OR TO BE EVIDENCED BY THE NOTE. -6-

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guarantee Agreement as of the date first above written.
Address

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guarantee Agreement as of the date first above written.
Address FIRSTCITY FINANCIAL CORPORATION 6400 Imperial Drive (deliveries(1)) Waco, Texas 76712 Attn: Legal Dept. fax: 254/751-7725 P.O. Box 8216 (mail) Waco, Texas 76714-8216 Attn: Legal Dept. fax: 254/751-7725

By_____________________________ Name: James T. Sartain Title: President

THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND c/o Bank of Scotland 565 Fifth Avenue New York, NY 10017 fax: 212/883-6610

By_____________________________ Name: Jack S Dykes Title: Executive VicePresident

------------------------------(1) including, e.g., FedEx.

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EXHIBIT 99(d)(8) draft 11/26/02 STOCK PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of November 29, 2002 between the Pledgors named below (each, the "Pledgor"), and The Governor and Company of the Bank of Scotland (the "Pledgee"). NOW, THEREFORE, it is agreed: For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, as collateral security for the due and punctual payment and performance of all the Secured Obligations (as defined below), Pledgor hereby deposits and pledges with Pledgee the shares of stock indicated on Annex 1 hereto (all such shares, together with all other shares of stock required to be deposited hereunder, the "Pledged Shares") and the promissory notes (if any) indicated on Annex 1 hereto (said notes, to the extent of an aggregate principal amount equal to the Specified Percentage of each such promissory note, together any other debt security required to be deposited hereunder to the extent of an aggregate principal amount equal to the Specified Percentage of each such other debt security, collectively the "Pledged Debt"; the Pledged Shares and the Pledged Debt being sometimes referred to herein as the "Pledged Securities") and hereby grants to Pledgee a security interest in and a lien upon, and hereby assigns, transfers, pledges and sets over to Pledgee, all of Pledgor's right, title and interest in and to the following (the "Collateral"): (a) the Pledged Securities; (b) all dividends and interest on the Pledged Securities; (c) all proceeds of the Pledged Securities and any of the other Collateral;

EXHIBIT 99(d)(8) draft 11/26/02 STOCK PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of November 29, 2002 between the Pledgors named below (each, the "Pledgor"), and The Governor and Company of the Bank of Scotland (the "Pledgee"). NOW, THEREFORE, it is agreed: For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, as collateral security for the due and punctual payment and performance of all the Secured Obligations (as defined below), Pledgor hereby deposits and pledges with Pledgee the shares of stock indicated on Annex 1 hereto (all such shares, together with all other shares of stock required to be deposited hereunder, the "Pledged Shares") and the promissory notes (if any) indicated on Annex 1 hereto (said notes, to the extent of an aggregate principal amount equal to the Specified Percentage of each such promissory note, together any other debt security required to be deposited hereunder to the extent of an aggregate principal amount equal to the Specified Percentage of each such other debt security, collectively the "Pledged Debt"; the Pledged Shares and the Pledged Debt being sometimes referred to herein as the "Pledged Securities") and hereby grants to Pledgee a security interest in and a lien upon, and hereby assigns, transfers, pledges and sets over to Pledgee, all of Pledgor's right, title and interest in and to the following (the "Collateral"): (a) the Pledged Securities; (b) all dividends and interest on the Pledged Securities; (c) all proceeds of the Pledged Securities and any of the other Collateral; (d) all collateral, liens and security interests securing the obligations of any issuer of any of the Pledged Debt in connection with such Pledged Debt; (e) all other securities, money and other property required to be pledged hereunder, and all rights related thereto; and (f) all other rights of Pledgor with respect to the foregoing Collateral. Section 1. Definitions. (a) Unless otherwise specified, all terms used in this Pledge Agreement shall have the same meaning as used in that certain promissory note dated December [--], 2002 executed by FirstCity Consumer Lending Corporation, a Texas corporation ("Borrower"), in favor of Pledgee, as the same may from time to time be amended, restated, supplemented or otherwise modified (as so amended, restated, supplemented or otherwise modified from time to time, the "Note"). (b) Certain Phrases. All references to Sections in this Pledge Agreement or in any schedule, exhibit or annex hereto shall be deemed references to Sections in this Pledge Agreement unless otherwise specified. As used in this Pledge Agreement, the terms "including," "including without limitation" and "such as" (and like terms) are illustrative and not limitative. No difference shall be imputed to the use in some places herein of "including" and in others of "including without limitation." Phrases such as "hereof" and "herein" refer to the entire Pledge Agreement and not just the section or other portion in which said reference appears.

(c) Defined Terms. Terms used in this Pledge Agreement which are defined below shall have the meanings specified below (unless otherwise defined or the context shall otherwise indicate) and shall include in the singular number the plural and in the plural number the singular. References to any gender shall include all genders. "Aggregate Collateral" shall mean, collectively, the Collateral (as defined herein) and the Collateral (as defined in the Security Agreement).

(c) Defined Terms. Terms used in this Pledge Agreement which are defined below shall have the meanings specified below (unless otherwise defined or the context shall otherwise indicate) and shall include in the singular number the plural and in the plural number the singular. References to any gender shall include all genders. "Aggregate Collateral" shall mean, collectively, the Collateral (as defined herein) and the Collateral (as defined in the Security Agreement). "Collateral" shall have the meaning provided for such term in the third paragraph hereof. "dividends" shall include distributions on account of partnership, limited liability company and other equity interests to the extent that the Pledged Securities include partnership interests, limited liability company interests or equity securities other than shares of stock. "Drive Collateral" shall mean the Pledged Drive-GP Membership Interests and the Pledged Drive Partnership Interests. "Drive Note" shall mean any indebtedness of Drive, evidenced by a promissory note or other instrument, that is incurred after the date hereof and payable (by endorsement or otherwise) to Pledgor. "Drive-GP Membership Interests" shall mean membership and other equity interests in Drive-GP. "Drive Partnership Interests" shall mean the aggregate of all partnership and other equity interests in Drive and all rights and interests relating thereto, including all related capital accounts and rights to receive distributions, dividends, allocations and other amounts from time to time payable in connection therewith. "1933 Act" shall have the meaning provided for such term in Section 2(h) hereof. "Pledged Collateral" shall mean all of the Pledged Securities (as defined in the Security Agreement) and all of the Pledged Shares (as defined in this Pledge Agreement). "Pledged Debt" shall have the meaning provided for such term in the third paragraph hereof. "Pledged Drive-GP Membership Interests" shall mean Drive-GP Membership Interests at any time held by CLC equal to 20% of all Drive Drive-GP Membership Interests at the time outstanding. "Pledged Drive Partnership Interests" shall mean Limited Partnership Interests at any time held by Funding and beneficially owned by CLC equal to 20% of all Limited Partnership Interests at the time outstanding. "Pledged Shares" shall have the meaning provided for such term in the third paragraph hereof. "Pledged Securities" shall have the meaning provided for such term in the third paragraph hereof. -2-

"Secured Obligations" shall mean (i) all obligations of Pledgor under this Pledge Agreement and the other Loan Documents to which it is a party; (ii) all obligations of the Borrower, for principal, interest or otherwise, incurred under or in connection with the Note and the other Loan Documents; (iii) all obligations of the Guarantor, for principal, interest or otherwise, incurred under or in connection with the Guarantee Agreement and the other Loan Documents; and (iv) all obligations of Borrower and Guarantor under the Fee Letter; in each of the foregoing cases (i.e., clauses (i)-(iv) preceding) whether such obligations are direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising. "Transfer Restrictions" shall have the meaning provided for such term in Section 2(c) hereof. "written," "writing" and variations thereof shall refer to any form of written communication or a communication by means of telecopier.

"Secured Obligations" shall mean (i) all obligations of Pledgor under this Pledge Agreement and the other Loan Documents to which it is a party; (ii) all obligations of the Borrower, for principal, interest or otherwise, incurred under or in connection with the Note and the other Loan Documents; (iii) all obligations of the Guarantor, for principal, interest or otherwise, incurred under or in connection with the Guarantee Agreement and the other Loan Documents; and (iv) all obligations of Borrower and Guarantor under the Fee Letter; in each of the foregoing cases (i.e., clauses (i)-(iv) preceding) whether such obligations are direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising. "Transfer Restrictions" shall have the meaning provided for such term in Section 2(c) hereof. "written," "writing" and variations thereof shall refer to any form of written communication or a communication by means of telecopier. Section 2. Representations. Pledgor represents, warrants and covenants as follows: (a) The Pledged Securities are duly and validly issued, the Pledged Shares are fully paid and non-assessable and all instruments evidencing any of the Pledged Debt are the valid and binding obligations of the issuers thereof, enforceable against such issuers in accordance with their respective terms. No offsets, defenses or counterclaims by any issuer of Pledged Debt exist against Pledgor. (b) When deposited with Pledgee, the Pledged Securities will be duly and validly pledged hereunder in accordance with applicable law, and Pledgor warrants and covenants and agrees to defend Pledgee's rights and title in and to the Pledged Securities against the claims and demands of all persons and entities. (c) Each Pledgor is the sole legal and equitable owner of, and has good title to, all of the Pledged Securities listed on Annex 1 hereto as being pledged by such Pledgor, free and clear of all claims, security interests, mortgages, pledges, liens and other encumbrances of every nature whatsoever except for (in certain instances) Permitted Collateral Liens and restrictions on transfer of Partnership Interests imposed by the Shareholders Agreement (said restrictions on transfer, the "Transfer Restrictions"). Pledgor has full power, authority and legal right to pledge the Pledged Securities being pledged by such Pledgor as herein provided. (d) Each certificate evidencing the Pledged Shares is issued in the name of Pledgor as provided in Annex 1 hereto, and each such certificate has been duly executed in blank by Pledgor or has attached thereto an instrument of transfer or assignment duly executed in blank by Pledgor, all in form and substance satisfactory to Pledgee. (e) The security interest described in this Pledge Agreement represents a valid first lien on and security interest in the Collateral superior and prior to the rights of all third persons or entities except for (in certain instances) Permitted Collateral Liens and restrictions on transfer of Partnership Interests imposed by the Shareholders Agreement. (f) No filings or recordings (including, without limitation, under the Uniform Commercial Code) are necessary to be made in order to perfect, protect and preserve the lien on and security interest in the Collateral created by this Pledge Agreement, except for a UCC-1 financing statement to be filed with the Secretary of State of (i) Delaware with respect to Collateral pledged by FC and (ii) Texas with respect to Collateral pledged by CLC. -3-

(g) Pledgor will not (i) sell, assign, transfer or otherwise dispose of any of the Collateral, or any rights pertaining thereto, or (ii) create, or suffer to be created or to exist, any mortgage, pledge, lien, security interest, charge or encumbrance upon the Collateral or any part thereof, or upon the income or profits thereof or any other rights related thereto, other than pursuant to (or as permitted by) this Pledge Agreement, or (iii) subordinate its right to receive any payment in respect of, or any of its other rights in connection with, any Pledged Debt to that of any other Person or obligation, or (iv) directly or indirectly amend, modify, surrender, compromise, accept prepayment of, or waive any of its rights under, any of the Pledged Securities (or agree to any of the foregoing) or take any action to enforce same without

(g) Pledgor will not (i) sell, assign, transfer or otherwise dispose of any of the Collateral, or any rights pertaining thereto, or (ii) create, or suffer to be created or to exist, any mortgage, pledge, lien, security interest, charge or encumbrance upon the Collateral or any part thereof, or upon the income or profits thereof or any other rights related thereto, other than pursuant to (or as permitted by) this Pledge Agreement, or (iii) subordinate its right to receive any payment in respect of, or any of its other rights in connection with, any Pledged Debt to that of any other Person or obligation, or (iv) directly or indirectly amend, modify, surrender, compromise, accept prepayment of, or waive any of its rights under, any of the Pledged Securities (or agree to any of the foregoing) or take any action to enforce same without the prior written consent of Pledgee. The issuer of the Pledged Securities by its acknowledgement and consent hereto agrees that such will not be done without such consent. Pledgor will, from time to time, promptly pay and discharge all taxes, assessments and other governmental charges, the lien of which would or might be prior or equal to the lien of this Pledge Agreement, imposed upon the Collateral or any part thereof or upon the income or profits therefrom, and also all taxes, assessments and other governmental charges imposed upon the lien or interest of Pledgee under this Pledge Agreement or in respect of the Collateral, and at its expense will take all such other action as from time to time may be necessary or appropriate to preserve the lien of this Pledge Agreement on the Collateral as a first lien (subject to any Permitted Collateral Lien) thereon. (h) This Pledge Agreement has been duly authorized by all necessary action (corporate or otherwise) on the part of Pledgor and Pledgor has obtained all consents and approvals (governmental, third party or otherwise) necessary in connection therewith, including without limitation all such consents and approvals necessary for Pledgee to sell, assign or otherwise transfer any or all of the Pledged Securities to a third party as provided in Section 8 hereof (except to the extent that any such sale may require compliance with the Securities Act of 1933 (the "1933 Act") or comparable provisions of any applicable state securities laws). This Pledge Agreement is Pledgor's valid and binding obligation, enforceable against Pledgor in accordance with its terms. (i) The Pledged Shares now constitute and shall at all times in the future constitute 100% of the issued and outstanding shares of the issuer thereof (80% in the case of the shares of Funding-GP). (j) Pledgor hereby agrees to immediately, upon receipt thereof, deliver to Pledgee all certificates representing any additional shares of stock or other equity securities of each issuer of Pledged Securities that are hereafter acquired by Pledgor, each such certificate to be duly executed in blank or have attached thereto a stock power duly signed in blank by Pledgor. (k) Pledgor will cause each Person whose shares are being pledged by it hereunder and which is a directly or indirectly owned Subsidiary of such Pledgor to note on its stock and record books the pledge in favor of Pledgee that is granted hereunder. Each of the foregoing representations and warranties which is qualified to the extent set forth in the Disclosure Letter is hereby qualified, for all purposes of this Agreement, by the qualifications (if any) set forth in the Disclosure Letter. Section 3. Transfer of Shares. At any time when a Default or Event of Default exists, Pledgee may cause all or any of the Pledged Securities to be transferred into its name or that of a nominee or nominees (to the extent that any of the Pledged Securities are not already so transferred). Section 4. Voting Rights Prior to Event of Default. So long as an Event of Default shall not have occurred and be continuing, Pledgor shall be entitled, to the extent not inconsistent with this Pledge Agreement, the Note, the Guarantee Agreement, or any other Loan Document: -4-

(a) To exercise the voting power with respect to the Pledged Securities and for that purpose Pledgee shall execute or cause to be executed from time to time (at the expense of Pledgor) such proxies or other instruments in favor of Pledgor or its nominee, in such form and for such purposes as shall be reasonably required by Pledgor and as shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Securities; provided that such voting power shall not, without Pledgee's prior written consent, be exercised by Pledgor to (i) adversely affect the maturity, interest rate, principal amount or any subordination

(a) To exercise the voting power with respect to the Pledged Securities and for that purpose Pledgee shall execute or cause to be executed from time to time (at the expense of Pledgor) such proxies or other instruments in favor of Pledgor or its nominee, in such form and for such purposes as shall be reasonably required by Pledgor and as shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Securities; provided that such voting power shall not, without Pledgee's prior written consent, be exercised by Pledgor to (i) adversely affect the maturity, interest rate, principal amount or any subordination provisions of any of the Pledged Debt, (ii) subordinate or terminate any of the Pledged Debt, (iii) commence any foreclosure action or exercise any other remedy under any of the Pledged Debt, (iv) otherwise adversely affect the interests of Pledgee in connection with any of the Pledged Securities; or (v) in any manner that is inconsistent with the terms of this Pledge Agreement, the Note, the Guarantee Agreement or any other Loan Document; (b) To receive and retain for its own account (except as otherwise required by Section 5 below) any and all dividends (other than stock dividends and liquidating dividends), interest and principal at any time and from time to time paid, or declared or permitted to be paid, upon any of the Pledged Securities; and (c) To exercise any conversion, option or similar right permitted by the terms of any of the Pledged Securities (subject, however, to Section 6 hereof), but only with the prior written consent of Pledgee. Section 5. Distributions. (a) Pledgor hereby agrees to pay directly to Pledgee, for application as provided in Section 9 hereof, the Specified Percentage of all Distributions paid to it that are directly attributable to Distributions (other than Tax Distributions) paid by any of the Drive Entities. (b) Any such Distributions paid to Pledgor that are required by the terms hereof to be paid to Pledgee shall, until so paid to Pledgee, be received by Pledgor on behalf of and in trust for Pledgee. Section 6. Dissolution of Issuer; Stock Dividends. If, upon the dissolution or liquidation (in whole or in part) of the issuer of any of the Pledged Securities, any sum shall be paid upon or with respect to any of the Pledged Securities, such sum shall be promptly paid over to Pledgee, to be applied as set forth in Section 9 hereof. In case any stock or similar dividend shall be declared on any of the Pledged Securities, or any shares of stock or other debt or equity securities shall be issued upon conversion of any of the Pledged Securities (or the exercise of any option or similar right), or any shares of stock or fractions thereof shall be issued pursuant to any stock split or merger involving any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital stock of the issuer of any of the Pledged Securities or the merger or reorganization thereof or otherwise (including without limitation as a result of any default by the issuer of any of the Pledged Debt and any resultant realization upon any collateral therefor), the shares or other property so distributed shall be delivered promptly to Pledgee (accompanied, where applicable, by proper instruments of assignment and/or stock powers executed by Pledgor in accordance with Pledgee's instructions) to be held by it as collateral security for the Secured Obligations (or, with respect to distributions of capital or other monies, to be applied as set forth in Section 9 hereof). No monies shall be required to be paid to Pledgee under this Section 6 to the extent they do not represent, directly or indirectly, payments in respect of Drive Collateral. Section 7. Voting Rights After Event of Default. If any Event of Default shall have occurred and be continuing: -5-

(a) Pledgee shall thereafter be entitled (i) to exercise the voting power with respect to the Pledged Securities (but only, unless ownership of said securities has been transferred in accordance with the terms of this Pledge Agreement, insofar as the decisions affect ownership or control of (or other matters relating to) Funding or a Drive Entity, (ii) to receive and apply as set forth in Section 9 hereof any and all dividends, principal and interest at any time and from time to time declared or paid upon any of the Pledged Securities to the extent such dividends, principal or interest can be traced to the Specified Percentage of dividends, principal, interest or other payments declared or made by a Drive Entity, and (iii) to exercise any conversion, option or similar right permitted by the terms of any of the Pledged Securities; and (b) any dividends, principal, interest or other sums paid to Pledgor upon or with respect to any of the Pledged Securities (but not any amounts that cannot be traced to the Specified Percentage of any dividends, principal,

(a) Pledgee shall thereafter be entitled (i) to exercise the voting power with respect to the Pledged Securities (but only, unless ownership of said securities has been transferred in accordance with the terms of this Pledge Agreement, insofar as the decisions affect ownership or control of (or other matters relating to) Funding or a Drive Entity, (ii) to receive and apply as set forth in Section 9 hereof any and all dividends, principal and interest at any time and from time to time declared or paid upon any of the Pledged Securities to the extent such dividends, principal or interest can be traced to the Specified Percentage of dividends, principal, interest or other payments declared or made by a Drive Entity, and (iii) to exercise any conversion, option or similar right permitted by the terms of any of the Pledged Securities; and (b) any dividends, principal, interest or other sums paid to Pledgor upon or with respect to any of the Pledged Securities (but not any amounts that cannot be traced to the Specified Percentage of any dividends, principal, interest or other payments declared or made by a Drive Entity) shall be received by Pledgor on behalf of and in trust for Pledgee and shall be paid over promptly to Pledgee, to be applied as set forth in Section 9 hereof. Section 8. Certain Rights of Pledgee After Event of Default. (a) If any Event of Default shall have occurred and be continuing, Pledgee may exercise all rights of a secured party under the Uniform Commercial Code and, without obligation to resort to other security, may at any time and from time to time: (i) sell, resell, assign and deliver, in its discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which the Pledged Securities or any of them may then be listed, or at public or private sale, for cash, upon credit or for future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that, upon such sale, any and all equity or right of redemption of Pledgor shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without either demand, advertisement or notice (except as required by law), all of which (to the extent permitted by law) are hereby expressly waived. In the event of any such sale, Pledgee shall give Pledgor ten days prior written notice of its intention to sell . Upon each such sale, Pledgee may purchase, to the extent permitted by the NYUCC (as defined in the Security Agreement) all or any of the Pledged Securities being sold, free from any equity or right of redemption, which, upon each such sale, shall be waived and released. Any such sale or other disposition shall be made in a commercially reasonable manner. The proceeds of each such sale shall be applied as provided in Section 9 hereof, and Pledgor (subject to the provisions of Section 1.9 of the Note) will continue liable for any deficiency with respect to any of the Secured Obligations remaining unpaid. The balance, if any, remaining after indefeasible cash payment in full of the Secured Obligations and when the Fee Letter is no longer in effect shall be paid over to Pledgor or its designee. For the purposes of this Section 8, an agreement to sell any or all the Pledged Securities entered into after the applicable notice period specified above shall be treated as a sale thereof, and Pledgee shall be entitled to carry out such sale pursuant to such agreement and Pledgor shall not be entitled to the return of any of the Pledged Securities subject thereto notwithstanding the fact that after Pledgee shall have entered into any such agreement Pledgor or another Loan Party shall have tendered payment in full of the Secured Obligations; and (ii) appropriate and apply all money held as part of the Collateral to the Secured Obligations. (b) Pledgor recognizes that, by reason of certain prohibitions contained in the 1933 Act and applicable state securities laws, Pledgee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral -6-

for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to Pledgee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Pledgee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer thereof to register it for public sale. Section 9. Distribution of Proceeds. (a) Except as otherwise provided herein, all money that Pledgee shall receive, in accordance with the provisions hereof, whether by sale of the Pledged Securities or otherwise, shall be

for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to Pledgee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Pledgee shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer thereof to register it for public sale. Section 9. Distribution of Proceeds. (a) Except as otherwise provided herein, all money that Pledgee shall receive, in accordance with the provisions hereof, whether by sale of the Pledged Securities or otherwise, shall be applied in the following manner: First, to the payment of all costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Pledge Agreement or any of the reasonable expenses and disbursements of Pledgee (including without limitation the fees and disbursements of its counsel and agents); Second, to the payment of the Secured Obligations in such order as Pledgee may determine; and Third, as provided under clause (b) below. Any surplus monies held by Pledgee and remaining when the Fee Letter is no longer in effect and all the Secured Obligations have been indefeasibly paid in full shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (b) If any monies are paid hereunder to Pledgee at any time when the Fee Letter is in effect but no Secured Obligations are outstanding, 20% of all monies that can be traced to the Pledged Drive Partnership Interests or Pledged Drive-GP Membership Interests or Pledged Debt shall be paid to Pledgee pursuant to and in accordance with the Fee Letter (and the 80% balance shall be delivered to Pledgor or whomsoever may then be lawfully entitled to receive same). Section 10. Suretyship Waivers by Pledgor. Pledgor waives demand, notice, protest, notice of acceptance of this Pledge Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Secured Obligations and the Collateral, Pledgor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as Pledgee may deem advisable. Pledgee shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto. Pledgor further waives any and all other suretyship defenses. Section 11. Marshalling. (a) Pledgee shall not be required to marshal any present or future collateral security (including but not limited to any of the Aggregate Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and under the other Loan Documents and in respect of the collateral security hereunder and thereunder and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, each of Guarantor and Pledgor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of Pledgee's rights under this Pledge Agreement, the Security Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each of Guarantor and Pledgor hereby irrevocably waives the benefits of all such laws. -7-

(b) Without limiting the generality of clause Section 11 of this Section 11, Pledgor acknowledges that Pledgee shall not be required to elect which of the Pledged Collateral to foreclose or otherwise realize upon but shall be entitled (subject to applicable law) to foreclose or otherwise realize upon such of the Pledged Collateral as it chooses. Section 12. Excess from Foreclosure. Notwithstanding anything to the contrary contained herein, if Pledgee forecloses or otherwise realizes upon Pledged Collateral that represent a beneficial interest in more than 20% of all outstanding Drive Partnership Interests (by itself or in combination with Drive-GP Membership Interests),

(b) Without limiting the generality of clause Section 11 of this Section 11, Pledgor acknowledges that Pledgee shall not be required to elect which of the Pledged Collateral to foreclose or otherwise realize upon but shall be entitled (subject to applicable law) to foreclose or otherwise realize upon such of the Pledged Collateral as it chooses. Section 12. Excess from Foreclosure. Notwithstanding anything to the contrary contained herein, if Pledgee forecloses or otherwise realizes upon Pledged Collateral that represent a beneficial interest in more than 20% of all outstanding Drive Partnership Interests (by itself or in combination with Drive-GP Membership Interests), Pledgee will make equitable arrangements with FC or CLC to grant it a record or beneficial interest in such excess (although Pledgee may retain voting rights in such excess with respect to matters directly or indirectly relating to the Drive Collateral) or to otherwise provide that the net proceeds of such excess, when monetized, will be paid to FC or CLC (as the case may be). Pledgee acknowledges that on the date this Pledge Agreement was originally executed, the percentage of Drive Partnership Interests owned beneficially by CLC and of record by Funding (and the percentage of Drive-GP Membership Interests owned beneficially and of record by CLC) exceeds the amount of Pledged Drive Partnership Interests and Pledged Drive-GP Memberships. Section 13. Cumulative Remedies; Standard of Care. The rights, powers and remedies (collectively, the "Rights") provided herein in favor of Pledgee shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other Rights in favor of Pledgee existing at law or in equity, including (without limitation) all of the Rights available to a secured party under the provisions of the Uniform Commercial Code as adopted in any appropriate jurisdiction. Pledgee shall exercise the same care and diligence in holding the Pledged Securities that Pledgee would devote to the custody of securities and certificates owned by Pledgee. Section 14. Sale of Pledged Shares. If any Event of Default shall have occurred, Pledgee shall have the right, for and in the name, place and stead of Pledgor, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Securities and the other Collateral. Section 15. Delay; Amendment. (a) No delay on the part of Pledgee in exercising any of its rights, or partial or single exercise thereof, shall constitute a waiver thereof. No provision of this Pledge Agreement shall (as to any Pledgor) be waived, amended, supplemented or otherwise modified except by a written instrument executed by such Pledgor and Pledgee. Notwithstanding the foregoing, no amendment of Annex 1 hereto to reflect a change of ownership of any Pledged Securities shall require the signature of any Pledgor other than that whose securities are being transferred or acquired and no amendment of this Pledge Agreement or Annex 1 hereto to add any Person as a pledgor hereunder shall require the signature of any Pledgor other than the Person whose securities are being pledged. (b) THIS PLEDGE AGREEMENT (AND THE OTHER LOAN DOCUMENTS) REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. (c) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Section 16. Survival of Obligations. The obligations of Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by: (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Pledgor or any issuer of -8-

the Pledged Securities; (b) any exercise or non-exercise, or any waiver, by Pledgee of any Right under or in respect of the Secured Obligations or any security for any of the Secured Obligations (other than this Pledge Agreement); or (c) any amendment to or modification of the Note, the Loan Documents, the Secured Obligations or any security for any of the Secured Obligations (other than this Pledge Agreement), whether or not Pledgor shall have notice or knowledge of any of the foregoing. Section 17. Return of Pledged Securities. When the Fee Letter is no longer in effect and all of the Secured Obligations have been indefeasibly paid in full in cash, Pledgor (except to the extent otherwise contemplated by

the Pledged Securities; (b) any exercise or non-exercise, or any waiver, by Pledgee of any Right under or in respect of the Secured Obligations or any security for any of the Secured Obligations (other than this Pledge Agreement); or (c) any amendment to or modification of the Note, the Loan Documents, the Secured Obligations or any security for any of the Secured Obligations (other than this Pledge Agreement), whether or not Pledgor shall have notice or knowledge of any of the foregoing. Section 17. Return of Pledged Securities. When the Fee Letter is no longer in effect and all of the Secured Obligations have been indefeasibly paid in full in cash, Pledgor (except to the extent otherwise contemplated by this Pledge Agreement) shall be entitled to the return of all of the Pledged Securities and of all Collateral which have not been used or applied toward the payment in full of the Secured Obligations, without representation or warranty of any kind by Pledgee (except a representation that Pledgee has not encumbered said Pledged Securities). Section 18. Assignment. This Pledge Agreement is binding upon Pledgor, Pledgee and their respective executors, administrators, successors and assigns and shall inure to the benefit of Pledgee and its successors and assigns. Pledgor may not assign its rights or obligations hereunder without the prior written consent of Pledgee, and any such purported assignment shall be void. All agreements, representations and warranties made herein shall survive the execution, delivery and performance of this Pledge Agreement. Section 19. Governing Law. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Section 20. Further Assurances. (a) Pledgor hereby agrees, at its own expense, to execute and deliver, from time to time, any and all further, or other, instruments, and to perform such acts, as Pledgee may reasonably request to effect the purposes of this Pledge Agreement and to secure to Pledgee the benefits of all rights, authorities and remedies conferred upon Pledgee by the terms of this Pledge Agreement. In the event that at any time hereafter, due to any change in circumstances, including without limitation, any change in any applicable law, or any decision hereafter made by a court construing any applicable law, it is, in the opinion of counsel for Pledgee, necessary or desirable to file or record this Pledge Agreement or any financing statement or other instrument or document respecting this Pledge Agreement or the pledge made hereunder, Pledgor agrees to pay all fees, costs and expenses of such recording or filing and to execute and deliver any instruments that may be necessary or appropriate to make such filing or recording effective. Pledgee shall have the right to file any such financing statements without the signature of Pledgor to the extent permitted by applicable law. (b) Pledgor agrees that if any Drive Notes are issued to it or any other member of the FC Group after the date hereof, Pledgor shall at its own expense forthwith (or cause such other Person to forthwith) endorse, assign and deliver the same to Pledgee, accompanied by such instruments of transfer or assignment duly executed in blank as Pledgee may from time to time specify. Section 21. Attorney-in-Fact. Pledgee is hereby appointed the attorney-in-fact of Pledgor for the purpose of carrying out the provisions hereof and taking any action and executing any instruments (including without limitation financing statements, continuation statements, conveyances, assignments and transfers) which Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, if any Event of Default shall have occurred, Pledgee shall have the right and power to receive, endorse and collect all checks made payable to the order of Pledgor -9-

representing any distribution in respect of the Pledged Securities or the other Collateral or any part thereof and to give full discharge for the same. Section 22. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without

representing any distribution in respect of the Pledged Securities or the other Collateral or any part thereof and to give full discharge for the same. Section 22. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. Section 23. Indemnification. (a) Pledgor agrees to indemnify Pledgee from and against any and all claims, damages, losses, liabilities and expenses arising out of or in connection with or resulting from this Pledge Agreement (including without limitation, enforcement of this Pledge Agreement), unless and to the extent that such claims, damages, losses, liabilities or expenses are attributable to Pledgee's gross negligence or wilful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. (b) Pledgor will upon demand promptly pay to Pledgee the amount of any and all costs and expenses incurred in connection with the preparation, administration and enforcement of, or the preservation of any rights under, this Pledge Agreement and the reasonable expenses and disbursements of Pledgee (including without limitation the fees and disbursements of its counsel and agents). (c) To the extent a Pledgor is also a party to the Note or the Guarantee Agreement or another Loan Document, the foregoing provisions of this Section 23 are (with respect to such Pledgor) in furtherance and not in limitation of Pledgor's obligations under such other Loan Document(s). (d) The provisions of this Pledge Agreement are subject to those of Section 1.9 of the Note. Section 24. Notices; Headings. (a) Any notice or demand upon Pledgor under this Pledge Agreement shall be deemed to have been sufficiently given or served for all purposes hereof when mailed, postage prepaid, by registered or certified mail, return receipt requested, or when telegraphed, telecopied or telexed or delivered by hand (such term to include delivery by Federal Express or similar courier service), to Pledgor at its address set forth below or at such other address as Pledgor may designate in a writing mailed, delivered, telegraphed, telecopied or telexed to Pledgee, provided that in the case where Pledgee is required to give only three days' notice of a proposed sale of the Collateral such notice if delivered by mail shall not be deemed given until delivered. All notices to Pledgee provided for herein shall be deemed to have been given when delivered by mail or by hand, or telegraphed, telecopied or telexed, to Pledgee at its address set forth below or at such other address as Pledgee may designate in a writing mailed, delivered, telegraphed, telecopied or telexed to Pledgor. (b) The descriptive headings of the various provisions of this Pledge Agreement are inserted for convenience of reference only and shall not affect the meaning or construction of any of the provisions of this Pledge Agreement. Section 25. Jurisdiction. Pledgor hereby agrees that ANY LEGAL ACTION OR PROCEEDING AGAINST PLEDGOR WITH RESPECT TO THIS PLEDGE AGREEMENT OR THE OTHER DOCUMENTS CONTEMPLATED HEREBY OR REFERRED TO HEREIN MAY BE BROUGHT IN ANY COURT IN THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AS PLEDGEE MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT PLEDGOR GENERALLY AND UNCONDITIONALLY ACCEPTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, -10-

GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, unless waived by Pledgee in writing, with respect to any action or proceeding brought by it against Pledgee and any questions relating to usury, and further consents (to the extent permitted by applicable law) to the service of process in any such action or proceeding being made upon Pledgor by registered or certified mail or by Federal Express (or other similar overnight courier service) at the address stated alongside its name on the signature page hereof or at such other

GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, unless waived by Pledgee in writing, with respect to any action or proceeding brought by it against Pledgee and any questions relating to usury, and further consents (to the extent permitted by applicable law) to the service of process in any such action or proceeding being made upon Pledgor by registered or certified mail or by Federal Express (or other similar overnight courier service) at the address stated alongside its name on the signature page hereof or at such other address as Pledgor is notified of in accordance with Section 24 hereof), such service being hereby acknowledged by Pledgor as being effective and binding service in every respect. Pledgor waives any right to stay or to dismiss any action or proceeding brought before any of said courts on the basis of forum non conveniens. Nothing herein shall affect the right of Pledgee to serve process in any other manner permitted by applicable law or shall limit the right of Pledgee to bring actions and proceedings against Pledgor in the courts of any other jurisdiction. Section 26. Specific Performance. Pledgor agrees that its obligations and the rights of Pledgee hereunder and under the Secured Obligations may be enforced by specific performance hereof and thereof and temporary, preliminary and/or final injunctive relief relating hereto and thereto, without necessity for proof by Pledgee that Pledgee would otherwise suffer irreparable harm, and Pledgor hereby consents to the issuance of such specific injunctive relief. Section 27. Separate Agreement. This Pledge Agreement is intended to be a separate agreement between each Pledgor and Pledgee; as such, the consent of no other Person (including other Pledgors) is required for any waiver, amendment, supplement or other modification of Pledgee's agreement hereunder with any particular Pledgor. Section 28. Waiver of Jury Trial. EACH OF PLEDGEE AND PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS PLEDGE AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF PLEDGEE, PLEDGOR, ANY OTHER PLEDGOR, THE BORROWER OR ANY OTHER LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PLEDGEE ENTERING INTO THIS PLEDGE AGREEMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. Section 29. Counterparts. This Pledge Agreement may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Telecopied signatures hereto shall be of the same force and effect as an original of a manually signed copy. IN WITNESS WHEREOF, Pledgor and Pledgee have duly executed and delivered this Pledge Agreement as of the date first above written.
Address FirstCity Financial Corporation, Pledgor For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 -11-

By_____________________________ Name: James T. Sartain Title: President

Waco, Texas 76714-8216 Attn: Legal Dept. fax: FirstCity Consumer Lending Corporation, Pledgor 254/751-7725

For Deliveries (including, e.g., FedEx)

Waco, Texas 76714-8216 Attn: Legal Dept. fax: FirstCity Consumer Lending Corporation, Pledgor 254/751-7725

By_____________________________ Name: James T. Sartain Title: Chairman of the Board

For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 Waco, Texas 76714-8216 Attn: Legal Dept. fax: 254/751-7725 c/o Bank of Scotland 565 Fifth Avenue New York, NY 10017 fax: 212/883-6610

The Governor and Company of the Bank of Scotland, Pledgee By_____________________________ Name: Jack S Dykes Title: Executive Vice President Acknowledged and Consented to: [issuer of pledged debt] By ____________________________ Name:

Title: [This is a signature page for Stock Pledge Agreement dated as of November 29, 2002] -12-

Annex 1 to Stock Pledge Agreement Pledged Securities Pledged Shares
No. of Shares -----[-------] [-------]

Pledgor ------FC CLC

Issuer -----CLC Funding-GP

Class ----common? common?

Cert. No. --------[--------] [--------]

[Haynes & Boone to complete] Pledged Debt
Name of Security -------Principal Amount ---------

Pledgor -------

Issuer ------

Cert. No. ---------

[None at present] Key to definitions used above CLC= FirstCity Consumer Lending Corporation, a Texas corporation FC = FirstCity Financial Corporation, a Delaware corporation Funding-GP = FirstCity Funding GP Corp., a Texas corporation

Annex 1 to Stock Pledge Agreement Pledged Securities Pledged Shares
No. of Shares -----[-------] [-------]

Pledgor ------FC CLC

Issuer -----CLC Funding-GP

Class ----common? common?

Cert. No. --------[--------] [--------]

[Haynes & Boone to complete] Pledged Debt
Name of Security -------Principal Amount ---------

Pledgor -------

Issuer ------

Cert. No. ---------

[None at present] Key to definitions used above CLC= FirstCity Consumer Lending Corporation, a Texas corporation FC = FirstCity Financial Corporation, a Delaware corporation Funding-GP = FirstCity Funding GP Corp., a Texas corporation -13-

EXHIBIT 99(d)(9) draft 11/26/02 COLLATERAL ASSIGNMENT OF PARTNERSHIP AND LLC INTERESTS (this "Agreement") dated as of November 29, 2002 between the assignors named below (each, the "Assignor") and The Governor and Company of the Bank of Scotland ("Secured Party"). Capitalized terms used herein and not otherwise defined shall have the meanings provided for such terms in that certain promissory note dated November [--], 2002 executed by FirstCity Consumer Lending Corporation, a Texas corporation ("Borrower"), in favor of Secured Party, as the same may from time to time be amended, supplemented or otherwise modified (as so amended, supplemented or otherwise modified from time to time, the "Note"). W I T N E S S E T H: WHEREAS, Secured Party has lent or will shortly lend $16,000,000 (the "Loan") to Borrower, which Loan will be evidenced by the Note; and WHEREAS, the obligation of the Secured Party to make the Loan to Borrower is subject to the condition, among others, that the Assignor execute and deliver this Agreement and grant to the Secured Party, as collateral for the Secured Obligations (as hereinafter defined), an assignment of and a security interest in (among other things) various equity interests owned by Assignor; NOW, THEREFORE, in consideration of the willingness of the Secured Party, subject to the terms and conditions set forth in the Funding Letter, to make the Loan to Borrower, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and the Secured Party, intending to be bound, do hereby agree with each other as follows:

EXHIBIT 99(d)(9) draft 11/26/02 COLLATERAL ASSIGNMENT OF PARTNERSHIP AND LLC INTERESTS (this "Agreement") dated as of November 29, 2002 between the assignors named below (each, the "Assignor") and The Governor and Company of the Bank of Scotland ("Secured Party"). Capitalized terms used herein and not otherwise defined shall have the meanings provided for such terms in that certain promissory note dated November [--], 2002 executed by FirstCity Consumer Lending Corporation, a Texas corporation ("Borrower"), in favor of Secured Party, as the same may from time to time be amended, supplemented or otherwise modified (as so amended, supplemented or otherwise modified from time to time, the "Note"). W I T N E S S E T H: WHEREAS, Secured Party has lent or will shortly lend $16,000,000 (the "Loan") to Borrower, which Loan will be evidenced by the Note; and WHEREAS, the obligation of the Secured Party to make the Loan to Borrower is subject to the condition, among others, that the Assignor execute and deliver this Agreement and grant to the Secured Party, as collateral for the Secured Obligations (as hereinafter defined), an assignment of and a security interest in (among other things) various equity interests owned by Assignor; NOW, THEREFORE, in consideration of the willingness of the Secured Party, subject to the terms and conditions set forth in the Funding Letter, to make the Loan to Borrower, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and the Secured Party, intending to be bound, do hereby agree with each other as follows: 1. Grant of Security Interest. The Assignor hereby grants to the Secured Party, to secure the payment and performance in full of all of the Secured Obligations, a lien upon, and security interest in, and assigns as collateral to the Secured Party, all of Assignor's right, title and interest in and to the property, assets and rights listed opposite its name on Annex 1 hereto, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds and products thereof (all of the same being hereinafter called the "Collateral," said term also to include the property, assets and rights described in the remainder of this Section 1); including without limitation, in each case, and whether now owned or hereafter acquired or arising: all of the Assignor's interest as a partner or member (as the case may be) of the Relevant Entity; all of the Assignor's interest in the capital of the Relevant Entity; all of the Assignor's right to receive Distributions from the Relevant Entity, whether in cash or in property and whenever occurring; and all other of the Assignor's right, title and interest as a partner or member (as the case may be), whether contained in a Relevant Charter Document or otherwise (such rights, title and interests of the Assignor in the Relevant Entity being hereafter sometimes referred to as the Assignor's "Relevant Entity Interest" therein), but none of the Assignor's obligations, and all Proceeds and products of the foregoing. 2. Distributions. Assignor hereby irrevocably authorizes and directs each Relevant Entity to pay directly to the Secured Party, for application to the Secured Obligations as set forth in Section 8 hereof, all Distributions payable to Assignor that are directly attributable to the Specified Percentage of Distributable Dividends. 3. Representations, Warranties and Covenants.

(a) The Assignor represents and warrants to, and covenants with, the Secured Party that: (i) The Assignor's exact legal name is that indicated on the signature page hereof. The Assignor's jurisdiction of organization is set forth opposite its name on Annex 1 hereto. (ii) None of the Initial Collateral is represented by any form of certificate or other document which is an instrument (as defined in the Uniform Commercial Code). (iii) The Assignor is the sole record and (except for other members of the FC Group) beneficial owner of the

(a) The Assignor represents and warrants to, and covenants with, the Secured Party that: (i) The Assignor's exact legal name is that indicated on the signature page hereof. The Assignor's jurisdiction of organization is set forth opposite its name on Annex 1 hereto. (ii) None of the Initial Collateral is represented by any form of certificate or other document which is an instrument (as defined in the Uniform Commercial Code). (iii) The Assignor is the sole record and (except for other members of the FC Group) beneficial owner of the Collateral. None of the Collateral is or shall be subject to any Lien except the lien created pursuant to this Agreement, Permitted Collateral Liens and any restrictions on Transfer of Drive Interests that may be imposed by the Shareholders Agreement. No Financing Statement covering any of the Collateral is on file in any public office, other than Financing Statements filed pursuant to this Agreement or Financing Statements in favor of members of the BOS Group (and their transferees or assigns, if any) as lenders under the Loan Agreements. (iv) The Assignor shall not Transfer any of the Collateral (except as permitted by Section 3(b) hereof). The Assignor shall not pledge, mortgage or create, or suffer to exist, a Lien in any of the Collateral in favor of any Person other than the Secured Party except for the Liens referenced in the [second] sentence of clause (iii) above. (v) The Assignor will not assent to or enter into any amendment or modification, directly or indirectly, of any Charter Document of any Relevant Entity except with the prior written consent of the Secured Party, which consent shall not be unreasonably withheld. The Assignor will promptly give the Secured Party copies of any notices it receives from other partners or members pursuant to the Charter Document of any Relevant Entity. The foregoing provisions of this clause (v) shall not apply with respect to any Relevant Entity where a member of the BOS Group is also a partner or member of such Relevant Entity. (vi) The Assignor will not change its jurisdiction of organization, or change its name, mailing address, form of doing business or organizational number without giving the Secured Party 60 days prior written notice thereof. (b) Nothing contained in this Agreement shall prohibit the sale of any Drive Interests pursuant to Section 3.3 or 3.4 of the Shareholders Agreement or pursuant to an IPO (as defined in the Shareholders Agreement) if the Net Proceeds from the sale of the Specified Percentage of all Drive Interests owned of record or beneficially by members of the FC Group and so sold are contemporaneously with such sale paid to Secured Party for application to the Secured Obligations as set forth in Section 8 hereof. 4. Management. To the extent that any Collateral granted by Assignor is a general partnership interest in a partnership, the Secured Party, or its assignees or nominees, shall have the right, whenever an Event of Default exists, to direct the Assignor to manage the partnership and otherwise exercise its rights, powers and duties as general partner of the partnership in accordance with the directions of the Secured Party (or of such assignee or nominee) and shall also have the right to take possession of and to receive any amount distributed by the partnership to the Assignor on account of its services (if any) as general partner (in addition to Secured Party's other rights hereunder). 5. Definitions. -2-

(a) Certain Phrases. All references to Sections in this Agreement or in any schedule, exhibit or annex hereto shall be deemed references to Sections in this Agreement unless otherwise specified. As used in this Agreement, the terms "including," "including without limitation" and "such as" (and like terms) are illustrative and not limitative. No difference shall be imputed to the use in some places herein of "including" and in others of "including without limitation." Phrases such as "hereof" and "herein" refer to the entire Agreement and not just the section or other portion in which said reference appears. (b) Defined Terms. Terms used in this Agreement which are defined below shall have the meanings specified below (unless otherwise defined or the context shall otherwise indicate) and shall include in the singular number

(a) Certain Phrases. All references to Sections in this Agreement or in any schedule, exhibit or annex hereto shall be deemed references to Sections in this Agreement unless otherwise specified. As used in this Agreement, the terms "including," "including without limitation" and "such as" (and like terms) are illustrative and not limitative. No difference shall be imputed to the use in some places herein of "including" and in others of "including without limitation." Phrases such as "hereof" and "herein" refer to the entire Agreement and not just the section or other portion in which said reference appears. (b) Defined Terms. Terms used in this Agreement which are defined below shall have the meanings specified below (unless otherwise defined or the context shall otherwise indicate) and shall include in the singular number the plural and in the plural number the singular. References to any gender shall include all genders. "Aggregate Collateral" shall mean, collectively, the Collateral (as defined herein) and the Collateral (as defined in the Pledge Agreement). "Agreement" shall mean this Collateral Assignment of Partnership and LLC Interests, as the same may from time to time be amended, supplemented or otherwise modified. "Assignor" - introductory paragraph "Borrower" - introductory paragraph "CLC Revenue Rights" shall mean (i) CLC's right (if any) or ability to receive (directly or indirectly, and whether paid as a Distribution or otherwise) the Net Proceeds from any Transfer of Drive Collateral (regardless of by whom such Transfer is made), (ii) such Net Proceeds, (iii) the Specified Percentage of any Distributions (other than Tax Distributions and Distributions with respect to Pledged Drive Debt) to which CLC is entitled from Drive and any Distributions (other than Tax Distributions and Distributions with respect to Pledged Drive Debt) paid or payable by Drive to CLC, and (iv) Distributions with respect to Pledged Drive Debt. "Collateral" shall have the meaning provided for such term in Section 1 hereof. "Debt Instruments" shall have the meaning provided for such term in Section 6 hereof. "Distribution" shall have the meaning provided for such term in the Note and shall also mean all payments of principal, interest, premiums, penalties and the like made in respect of any Pledged Drive Debt (by redemption or otherwise). "dividends" shall include distributions on account of partnership, limited liability company and other equity interests to the extent that the Pledged Securities include partnership interests, limited liability company interests or equity securities other than shares of stock. "Drive Collateral" shall mean the Pledged Drive-GP Membership Interests and the Pledged Drive Partnership Interests. "Drive-GP Membership Interests" shall mean membership and other equity interests in Drive-GP. "Drive Partnership Interests" shall mean the aggregate of all partnership and other equity interests in Drive and all rights and interests relating thereto, including all related capital accounts and -3-

rights to receive distributions, dividends, allocations and other amounts from time to time payable in connection therewith. "Financing Statement" shall have the meaning provided for such term in Article 9 of the NYUCC.

rights to receive distributions, dividends, allocations and other amounts from time to time payable in connection therewith. "Financing Statement" shall have the meaning provided for such term in Article 9 of the NYUCC. "Funding Partnership Interests" shall mean the aggregate of all partnership and other equity interests in Funding and all rights and interests relating thereto, including all related capital accounts and rights to receive distributions, dividends, allocations and other amounts from time to time payable in connection therewith. "Initial Collateral" shall mean the Collateral listed in Annex 1 hereto. "IPO" shall have the meaning provided for such term in Section 3(b) hereof. "LLC" shall have the meaning provided for such term in Section 11(c) hereof. "Note" - introductory paragraph "NYUCC" means the Uniform Commercial Code of the State of New York (as currently in effect and as the same may from time to time hereafter be amended). "Partnership" shall have the meaning provided for such term in Section 11(c) hereof. "Pledged Collateral" shall mean all of the Pledged Securities (as defined in this Agreement) and all of the Pledged Shares (as defined in the Pledge Agreement). "Pledged Drive Debt" shall mean the Specified Percentage of any indebtedness of Drive incurred after the date hereof and payable to Funding or CLC, whether or not evidenced by notes or other instruments or otherwise. "Pledged Drive-GP Membership Interests" shall mean Drive-GP Membership Interests at any time held by CLC equal to 20% of all Drive Drive-GP Membership Interests at the time outstanding. "Pledged Drive Partnership Interests" shall mean Limited Partnership Interests at any time held by Funding and beneficially owned by CLC equal to 20% of all Limited Partnership Interests at the time outstanding. "Pledged Funding Partnership Interests (CLC)" shall mean Funding Partnership Interests at any time held by CLC equal to 79.2% of all Funding Partnership Interests at the time outstanding (or such greater or lesser amount as shall represent, by itself or when combined with the Pledged Drive-GP Membership Interests, at all times a beneficial interest in 20% of all Drive Partnership Interests at any time outstanding). "Pledged Funding Partnership Interests (GP)" shall mean Funding Partnership Interests at any time held by Funding-GP. "Pledged Securities" shall have the meaning provided for such term in Section 7 hereof. "Proceeds" shall have the meaning provided for such term in Article 9 of the NYUCC. -4-

"Relevant Charter Document" shall mean, as to any Relevant Entity, the Charter Documents of such Person, as the same may from time to time be amended, supplemented or otherwise modified. "Relevant Entity" shall mean (i) Drive with respect to Pledged Drive Partnership Interests and Pledged Drive Debt, (ii) Drive-GP with respect to Pledged Drive-GP Membership Interests, and (iii) Funding with respect to Pledged Funding Partnership Interests (CLC) and Pledged Funding Partnership Interests (GP). "Relevant Entity Interest" shall have the meaning provided for such term in Section 1 hereof.

"Relevant Charter Document" shall mean, as to any Relevant Entity, the Charter Documents of such Person, as the same may from time to time be amended, supplemented or otherwise modified. "Relevant Entity" shall mean (i) Drive with respect to Pledged Drive Partnership Interests and Pledged Drive Debt, (ii) Drive-GP with respect to Pledged Drive-GP Membership Interests, and (iii) Funding with respect to Pledged Funding Partnership Interests (CLC) and Pledged Funding Partnership Interests (GP). "Relevant Entity Interest" shall have the meaning provided for such term in Section 1 hereof. "Secured Obligations" shall mean (i) all obligations of the Assignor under this Agreement and the other Loan Documents to which it is a party; (ii) all obligations of the Borrower, for principal, interest or otherwise, incurred under or in connection with the Note and the other Loan Documents; (iii) all obligations of the Guarantor, for principal, interest or otherwise, incurred under or in connection with the Guarantee Agreement and the other Loan Documents; and (iv) all obligations of Borrower and Guarantor under the Fee Letter; in each of the foregoing cases (i.e., clauses (i)-(iv) preceding) whether such obligations are direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising. "Secured Party" - introductory paragraph "State" means the State of New York. "UCC" (unless explicitly stated to refer to the Uniform Commercial Code of a state other than the State) means the NYUCC. "written," "writing" and variations thereof shall refer to any form of written communication or a communication by means of telecopier. 6. Voting Rights. (a) Prior to Event of Default. So long as an Event of Default shall not have occurred and be continuing, the Assignor shall be entitled, to the extent not inconsistent with this Agreement, the Note or any other Loan Document: (i) To exercise the voting power with respect to the Collateral; provided that such voting power shall not, without the Secured Party's prior written consent, be exercised by the Assignor to (A) adversely affect the maturity, interest rate, principal amount or any subordination provisions of any of the Pledged Drive Debt, (B) subordinate or terminate any of the Collateral that are promissory notes or other debt instruments (collectively, "Debt Instruments"), (C) if any of the Debt Instruments are secured, commence any foreclosure action or exercise any other remedy under or in connection with any of the Debt Instruments; (D) otherwise adversely affect the interests of the Secured Party in connection with any of the Collateral; or (E) in any manner that is inconsistent with the terms of this Agreement, the Note or any other Loan Document; (ii) To exercise any conversion, option or similar right permitted by the terms of any of the Collateral (subject, however, to Section (b) hereof), but only with the prior written consent of the Secured Party. -5-

(b) After Event of Default. If any Event of Default shall have occurred and be continuing, the Secured Party shall thereafter be entitled (i) to exercise the voting power (if any) with respect to the Pledged Securities, and (ii) to exercise any conversion, option or similar right permitted by the terms of any of the Pledged Securities. 7. Dissolution of Issuer; Stock Dividends. If, upon the dissolution or liquidation (in whole or in part) of a Relevant Entity, any sum shall be paid upon or with respect to any of the equity interests of such Relevant Entity that constitute Collateral (said equity interests, "Pledged Securities") such sum shall be promptly paid over to the Secured Party, to be applied as set forth in Section 8 hereof. In case any stock or similar dividend or Distribution shall be declared on any of the Pledged Securities, or any debt or equity securities shall be issued upon conversion of any of the Pledged Securities (or

(b) After Event of Default. If any Event of Default shall have occurred and be continuing, the Secured Party shall thereafter be entitled (i) to exercise the voting power (if any) with respect to the Pledged Securities, and (ii) to exercise any conversion, option or similar right permitted by the terms of any of the Pledged Securities. 7. Dissolution of Issuer; Stock Dividends. If, upon the dissolution or liquidation (in whole or in part) of a Relevant Entity, any sum shall be paid upon or with respect to any of the equity interests of such Relevant Entity that constitute Collateral (said equity interests, "Pledged Securities") such sum shall be promptly paid over to the Secured Party, to be applied as set forth in Section 8 hereof. In case any stock or similar dividend or Distribution shall be declared on any of the Pledged Securities, or any debt or equity securities shall be issued upon conversion of any of the Pledged Securities (or the exercise of any option or similar right), or any equity securities or fractions thereof shall be issued pursuant to any "stock split" or merger involving any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the outstanding equity of the Relevant Entity or the merger or reorganization thereof or otherwise, the securities or other property so distributed shall be delivered promptly to the Secured Party (accompanied, where applicable, by proper instruments of assignment and/or stock powers or the like executed by Assignor in accordance with the Secured Party's instructions) to be held by it as collateral security for the Secured Obligations (or, with respect to distributions of capital or other monies, to be applied as set forth in Section 8 hereof). No monies shall be required to be paid to Secured Party under this Section 7 to the extent they do not represent, directly or indirectly, payments in respect of Drive Collateral. 8. Distribution of Proceeds. (a) Except as otherwise provided herein, all money that the Secured Party shall receive, in accordance with the provisions hereof, whether by sale of the Pledged Securities or otherwise (but not any amounts representing monies on property not Collateral hereunder), shall be applied in the following manner: First, to the payment of all costs and expenses incurred in connection with the administration and enforcement of, or the preservation of any rights under, this Agreement or any of the reasonable expenses and disbursements of the Secured Party (including without limitation the fees and disbursements of its counsel and agents); Second, to the payment of the Secured Obligations in such order as the Secured Party may determine; and Third, as provided under clause (b) below. Any surplus monies held by Secured Party when the Fee Letter is no longer in effect and all the Secured Obligations have been indefeasibly paid in full shall be paid over to Assignor or to whomsoever may be lawfully entitled to receive such surplus. (b) If any monies are paid hereunder to Secured Party at any time when the Fee Letter is in effect but no Secured Obligations are outstanding, 20% of all monies that can be traced to (or otherwise represent beneficial interests in) the Pledged Drive Partnership Interests or Pledged Drive-GP Membership Interests or Pledged Debt shall be paid to Pledgee pursuant to and in accordance with the Fee Letter (and the 80% balance shall be delivered to Assignor, Borrower or whomsoever may then be lawfully entitled to receive same). (c) Any Distributions paid to the Assignor that are required by the terms hereof to be paid to Secured Party shall, until so paid to Secured Party, be received by the Assignor on behalf of and in trust for the Secured Party. 9. Authorization to File Financing Statements. The Assignor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial Financing Statements and amendments thereto that (a) indicate the Collateral as being of an -6-

equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the NYUCC for the sufficiency or filing office acceptance of any Financing Statement or amendment, including whether the Assignor is an organization, the type of organization and any organization identification number issued to the Assignor. The Assignor agrees to furnish any such information to the Secured Party promptly upon request. To the extent Secured Party has previously filed any Financing Statement with respect to any Collateral, the Assignor ratifies, confirms and approves the filing of same by the Secured Party. Assignor further agrees that any existing Financing Statement (or any Financing Statement being filed in connection with either or both of the Loan

equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the NYUCC for the sufficiency or filing office acceptance of any Financing Statement or amendment, including whether the Assignor is an organization, the type of organization and any organization identification number issued to the Assignor. The Assignor agrees to furnish any such information to the Secured Party promptly upon request. To the extent Secured Party has previously filed any Financing Statement with respect to any Collateral, the Assignor ratifies, confirms and approves the filing of same by the Secured Party. Assignor further agrees that any existing Financing Statement (or any Financing Statement being filed in connection with either or both of the Loan Agreements that names the Assignor as debtor and Secured Party as secured party and which indicates the collateral in respect thereof as all assets of the Assignor or words of similar effect, shall be sufficient to describe the Collateral hereunder. 10. Further Assurances. (a) Additional Acts. The Assignor shall, upon request of the Secured Party, promptly make, execute and deliver to the Secured Party such other and further Financing Statements, instruments, documents and certificates, and perform such other and further acts and assurances, as the Secured Party may request to perfect, to maintain the priority of, or from time to time to renew, such security interests, to confirm or more fully perfect the rights granted hereby, or in any way to assure to the Secured Party all its rights hereunder. The Assignor shall pay the costs of all filings and recordings in public offices or records, and shall, upon request of the Secured Party, make, execute and deliver such other and further instruments, and take such other and further actions, as the Secured Party may deem necessary or appropriate to enable it to realize upon the Collateral, to exercise fully its rights hereunder and to ratify and confirm any sale hereunder. (b) Certificates. Without limiting the generality of the foregoing, the Assignor agrees that if at any time any Collateral shall be represented by one or more partnership certificates, stock certificates, or other certificates of ownership or beneficial interest, notes, or any other documents which are instruments (as defined in the UCC), then the Assignor shall promptly deliver the same to the Secured Party, accompanied by transfer powers endorsed in blank respecting such certificates, notes or documents, duly executed, with signatures guaranteed (to the extent required by any relevant transfer agent or otherwise requested by the Secured Party) and proper evidence of due authority to deliver such instruments and endorse such powers. 11. Collateral Protection Expenses; Preservation of Collateral. (a) Expenses Incurred by Secured Party. In its discretion, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees or, if the Assignor fails to do so, insurance premiums. The Assignor agrees to reimburse the Secured Party on demand for any and all expenditures so made. The Secured Party shall have no obligation to the Assignor to make any such expenditures, nor shall the making thereof relieve the Assignor of any default. (b) Secured Party's Obligations and Duties. Anything herein to the contrary notwithstanding, the Assignor shall remain liable for its obligations under each contract or agreement included in the Collateral. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Assignor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or -7-

agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NYUCC or otherwise, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (c) No Liability. Without limiting the generality of clause (b) preceding, the Secured Party shall not, either by

agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NYUCC or otherwise, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (c) No Liability. Without limiting the generality of clause (b) preceding, the Secured Party shall not, either by virtue hereof or by its receipt of Distributions or by virtue of the exercise of any of its rights hereunder, be deemed to be (unless it shall otherwise elect) a partner of any partnership ("Partnership") or a member of any limited liability company ("LLC") or to have any liability for the debts, obligations or liabilities of any Partnership or LLC or of the Assignor or any other participant in a Partnership or LLC or to have any obligation to make capital contributions to, perform any services for, grant any equity or other participation interests in future ventures or discharge any duties of a partner of a Partnership or a member of an LLC. 12. Power of Attorney. (a) Appointment and Powers of Secured Party. The Assignor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-infact with full irrevocable power and authority in the place and stead of the Assignor or in the Secured Party's own name, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Assignor, without notice to or assent by the Assignor, to do the following: (i) whenever an Event of Default exists, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the UCC of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Assignor's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Assignor might do, including, without limitation, the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to the extent that the Assignor's authorization given in Section 9 is not sufficient, to file such Financing Statements with respect hereto, with or without the Assignor's signature, or a photocopy of this Agreement in substitution for a Financing Statement, as the Secured Party may deem appropriate and to execute in the Assignor's name such Financing Statements and amendments thereto and continuation statements which may require the Assignor's signature. (b) Ratification by Assignor. To the extent permitted by law, the Assignor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. (c) No Duty on Secured Party. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be -8-

responsible to the Assignor for any act or failure to act, except for (i) the Secured Party's own gross negligence or willful misconduct, and (ii) Secured Party's failure to comply with non-waivable requirements of the NYUCC applicable to Secured Party with respect to the Collateral in question. (d) No Cure. An agreement by Secured Party to sell any or all of the Collateral, which agreement was made during the existence of an Event of Default and after the expiration of any applicable notice period, shall

responsible to the Assignor for any act or failure to act, except for (i) the Secured Party's own gross negligence or willful misconduct, and (ii) Secured Party's failure to comply with non-waivable requirements of the NYUCC applicable to Secured Party with respect to the Collateral in question. (d) No Cure. An agreement by Secured Party to sell any or all of the Collateral, which agreement was made during the existence of an Event of Default and after the expiration of any applicable notice period, shall (assuming such transaction is thereafter consummated) be treated as a sale thereof, and the Secured Party shall be entitled to carry out such sale pursuant to such agreement and the Assignor shall not be entitled to the return of any of the Collateral subject thereto notwithstanding the fact that, after the Secured Party shall have entered into any such agreement, the Assignor or another Loan Party shall have tendered payment in full of the Secured Obligations. (e) Transfer of Title. Without limiting the generality of clause (c) of this Section 12, at any time when a Default or Event of Default exists, the Secured Party may cause all or any of the Collateral to be transferred into Secured Party's name or that of a nominee or nominees. 13. Remedies. (a) Whenever an Event of Default exists, the Secured Party may, without notice to or demand upon the Assignor, declare this Agreement to be in default, and the Secured Party shall thereafter have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State or of any other jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Secured Party may, so far as the Assignor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion require the Assignor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Assignor's principal office(s) or at such other locations as the Secured Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Assignor at least thirty days prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Assignor hereby acknowledges that thirty days prior written notice of such sale or sales shall be reasonable notice. In addition, the Assignor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party's rights hereunder, including, without limitation, Secured Party's right following an Event of Default to take immediate possession of the Collateral and to exercise its rights with respect thereto. (b) The Assignor agrees that its obligations and the rights of the Secured Party hereunder and under the Secured Obligations may be enforced by specific performance hereof and thereof and temporary, preliminary and/or final injunctive relief relating hereto and thereto, without necessity for proof by such Secured Party that the Secured Party would otherwise suffer irreparable harm, and the Assignor hereby consents to the issuance of such specific injunctive relief. (c) All rights, remedies and powers provided by this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and the provisions hereof are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered or filed under the provisions of any applicable law. 14. Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, the Assignor acknowledges -9-

and agrees that it is not commercially unreasonable for the Secured Party (a) to incur or fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or (if not required by other

and agrees that it is not commercially unreasonable for the Secured Party (a) to incur or fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or (if not required by other law) to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the Assignor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire or fail to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss, collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Secured Party in the collection or disposition of any of the Collateral. The Assignor acknowledges that the purpose of this Section 14 is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable in the Secured Party's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 14. Without limitation upon the foregoing, nothing contained in this Section 14 shall be construed to grant any rights to the Assignor or to impose any duties on the Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 14. 15. Securities Laws. Assignor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Assignor acknowledges that any such private sale may be at prices and on terms less favorable to the Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer thereof to register it for public sale. 16. No Waiver by Secured Party, etc. The Secured Party shall not be deemed to have waived any of its rights, powers or privileges under or upon the Secured Obligations or the Collateral (by course of dealing or otherwise) unless such waiver shall be in writing and signed by the Secured Party and any other Person required by the Note to sign such waiver. No delay or omission on the part of the Secured Party in exercising any right, power or privilege hereunder or under any of the Secured Obligations (or partial or single exercise thereof) shall operate as a waiver thereof or of any other right, power or privilege. A waiver on any one occasion shall not be construed as a bar to or waiver of any right, power or privilege on any future occasion. All rights and remedies of the Secured Party with respect to the Secured Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers (including without limitation other Loan Documents), shall be cumulative and may be exercised -10-

singularly, alternatively, successively or concurrently at such time or at such times as the Secured Party deems expedient. No notice to or demand on the Assignor in any case shall entitle the Assignor to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Party to any other or further action in any circumstances without notice or demand. 17. Suretyship Waivers by Assignor. The Assignor waives demand, notice, protest, notice of acceptance of this

singularly, alternatively, successively or concurrently at such time or at such times as the Secured Party deems expedient. No notice to or demand on the Assignor in any case shall entitle the Assignor to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Party to any other or further action in any circumstances without notice or demand. 17. Suretyship Waivers by Assignor. The Assignor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Secured Obligations and the Collateral, the Assignor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Secured Party may deem advisable. The Secured Party shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in Section 11(b). The Assignor further waives any and all other suretyship defenses. 18. Marshalling. (a) Secured Party shall not be required to marshal any present or future collateral security (including but not limited to any of the Aggregate Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and under the other Loan Documents and in respect of the collateral security hereunder and thereunder and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may, each of Borrower and Assignor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of Secured Party's rights under this Agreement, the Pledge Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each of Borrower and Assignor hereby irrevocably waives the benefits of all such laws. (b) Without limiting the generality of clause (a) of this Section 18 hereof, the Assignor acknowledges that Secured Party shall not be required to elect which of the Pledged Collateral to foreclose or otherwise realize upon but shall be entitled (subject to applicable law) to foreclose or otherwise realize upon such of the Pledged Collateral as it chooses. 19. Excess from Foreclosure. Notwithstanding anything to the contrary contained herein, if Secured Party forecloses or otherwise realizes upon Pledged Collateral that represent a beneficial interest in more than 20% of all outstanding Drive Partnership Interests (by itself or in combination with Drive-GP Membership Interests), Secured Party will make equitable arrangements with FC or CLC to grant it a record or beneficial interest in such excess (although Secured Party may retain voting rights in such excess with respect to matters directly or indirectly relating to the Drive Collateral) or to otherwise provide that the net proceeds of such excess, when monetized, will be paid to FC or CLC (as the case may be). Secured Party acknowledges that on the date this Agreement was originally executed, the percentage of Drive Partnership Interests owned beneficially by CLC and of record by Funding (and the percentage of Drive-GP Membership Interests owned beneficially and of record by CLC) exceeds the amount of Pledged Drive Partnership Interests and Pledged Drive-GP Memberships. -11-

20. Binding Effect. The obligations of the Secured Party hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of the Assignor or any Relevant Entity; (ii) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of the Secured Obligations or any of the other Loan Documents or any security for any of the Secured Obligations; or (iii) any amendment to or modification of the Note or any of the other Loan Documents (other than this Agreement), whether or not the Secured Party shall have notice or knowledge of any of the foregoing.

20. Binding Effect. The obligations of the Secured Party hereunder shall remain in full force and effect without regard to, and shall not be impaired by, (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of the Assignor or any Relevant Entity; (ii) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in respect of the Secured Obligations or any of the other Loan Documents or any security for any of the Secured Obligations; or (iii) any amendment to or modification of the Note or any of the other Loan Documents (other than this Agreement), whether or not the Secured Party shall have notice or knowledge of any of the foregoing. 21. Termination. Subject to the provisions of Section 18(b), this Agreement and the security interest in and lien on the Collateral shall terminate when the Fee Letter is no longer in effect and all of the Secured Obligations have been indefeasibly paid in full as provided herein, in the Note and the other Loan Documents. In the event of a sale or assignment by the Secured Party of all or any of the Secured Obligations held by it, the Secured Party may assign or transfer its rights and interests under this Agreement in whole or in part to the purchaser or purchasers (or assignee or assignees) of such Secured Obligations. If such sale or assignment relates to all of the Secured Obligations, such purchaser or purchasers (or assignee or assignees) shall become vested with all the power and rights of the Secured Party hereunder and the Secured Party shall thereafter (provided such sale or assignment is not to an Affiliate of Secured Party) be forever fully released and discharged from any liability or responsibility hereunder with respect to the rights and interests so assigned (other than lawful claims previously accrued in connection with actions taken with respect to the Collateral prior to such sale or assignment). If and to the extent that the Secured Party retains any portion of the Secured Obligations or interest in the Collateral, the Secured Party will continue to have the rights and powers set forth herein with respect to the portion so retained and the purchaser or purchasers (or assignee or assignees) of the portion transferred or assigned will have the rights and powers set forth herein with respect to the portion so transferred or assigned and not retained. 22. Separate Agreements; Amendment. (a) This Agreement is intended to be a separate agreement between each Assignor and the Secured Party; as such, the consent of no other Person (including other Assignors) is required for any waiver, amendment, supplement or other modification of the Secured Party's agreement hereunder with any particular Assignor. (b) No provision of this Agreement shall (as to any Assignor) be waived, amended, supplemented or otherwise modified except by a written instrument executed by such Assignor and the Secured Party. Without limiting the generality of the foregoing, no amendment of Annex 1 hereto to reflect a change of ownership of any Pledged Securities or other Collateral shall require the signature of any Assignor other than that whose Collateral is being transferred or acquired and no amendment of this Agreement or Annex 1 hereto to add any Person as a grantor of security interests hereunder shall require the signature of any Assignor other than the Person so granting such Lien. (c) THIS AGREEMENT (AND THE OTHER LOAN DOCUMENTS) REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO WITH RESPECT TO THE MATTERS COVERED HEREBY AND THEREBY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. (d) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. -12-

23. Assignment. This Agreement is binding upon the Assignor, the Secured Party and their respective executors, administrators, successors and assigns and shall inure to the benefit of the Secured Party and its successors and assigns. The Assignor may not assign its rights or obligations hereunder without the prior written consent of the Secured Party, and any such purported assignment shall be void. All agreements, representations and warranties made herein shall survive the execution, delivery and performance of this Agreement. 24. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE

23. Assignment. This Agreement is binding upon the Assignor, the Secured Party and their respective executors, administrators, successors and assigns and shall inure to the benefit of the Secured Party and its successors and assigns. The Assignor may not assign its rights or obligations hereunder without the prior written consent of the Secured Party, and any such purported assignment shall be void. All agreements, representations and warranties made herein shall survive the execution, delivery and performance of this Agreement. 24. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, except to the extent that matters of title or procedural issues of foreclosure are required to be governed by the laws of the state in which the Collateral, or part thereof, is located. 25. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 26. Indemnification. (a) The Assignor agrees to indemnify and hold harmless the Secured Party from and against any and all claims, damages, losses, liabilities and expenses which it may suffer or incur and which arise out of or are in connection with or result from: (i) the Charter Document of a Relevant Entity; (ii) this Agreement (including without limitation, the enforcement hereof), or the receipt of Distributions or exercise of any rights hereunder; or (iii) any claim or any alleged obligation, liability or duty on the part of the Secured Party to perform or discharge any of the terms, covenants or provisions of a Relevant Charter Document or other agreement or document obligating or binding, or purporting to obligate or bind, Assignor or a Relevant Entity or any partner or member thereof, or any other obligation, liability or duty of the Assignor or any Relevant Entity or any partner or member thereof, together with (in each of the foregoing cases) all costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) paid or incurred in connection therewith, (in each case) unless and to the extent that such claims, damages, losses, liabilities or expenses (A) are attributable to the Secured Party's gross negligence or wilful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (B) result directly from Secured Party's failure to comply with non-waivable requirements of the NYUCC applicable to Secured Party with respect to the Collateral in question. (b) The Assignor will upon demand promptly pay to the Secured Party the amount of any and all costs and expenses incurred in connection with the preparation, administration and enforcement of, or the preservation of any rights under, this Agreement and the reasonable expenses and disbursements of the Secured Party (including without limitation the fees and disbursements of its counsel and agents). -13-

(c) To the extent an Assignor is also a party to the Note or the Guarantee Agreement or another Loan Document, the foregoing provisions of this Section 26 are (with respect to such Assignor) in furtherance and not in limitation of Assignor's obligations under such other Loan Document(s). (d) The provisions of this Agreement are subject to those of Section 1.9 of the Note. 27. Waiver of Jury Trial. EACH OF THE SECURED PARTY AND THE ASSIGNOR HEREBY

(c) To the extent an Assignor is also a party to the Note or the Guarantee Agreement or another Loan Document, the foregoing provisions of this Section 26 are (with respect to such Assignor) in furtherance and not in limitation of Assignor's obligations under such other Loan Document(s). (d) The provisions of this Agreement are subject to those of Section 1.9 of the Note. 27. Waiver of Jury Trial. EACH OF THE SECURED PARTY AND THE ASSIGNOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE SECURED PARTY, THE ASSIGNOR, ANY OTHER ASSIGNOR, THE BORROWER OR ANY OTHER LOAN PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY MAKING THE LOAN TO BORROWER THAT IS SECURED BY THIS AGREEMENT AND THE COLLATERAL. 28. Notices. Any notice or demand upon the Assignor under this Agreement shall be deemed to have been sufficiently given or served for all purposes hereof when mailed, postage prepaid, by registered or certified mail, return receipt requested, or when telegraphed, telecopied or telexed or delivered by hand (such term to include delivery by Federal Express or similar courier service), to the Assignor at its address set forth below or at such other address as the Assignor may designate in a writing mailed, delivered, telegraphed, telecopied or telexed to the Secured Party, provided that in the case where the Secured Party is required to give only three days' notice of a proposed sale of the Collateral such notice if delivered by mail shall not be deemed given until delivered. All notices to the Secured Party provided for herein shall be deemed to have been given when delivered by mail or by hand, or telegraphed, telecopied or telexed, to the Secured Party at its address set forth below or at such other address as the Secured Party may designate in a writing mailed, delivered, telegraphed, telecopied or telexed to the Assignor. 29. Headings. The descriptive headings of the various provisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning or construction of any of the provisions of this Agreement. 30. Jurisdiction. The Assignor hereby agrees that ANY LEGAL ACTION OR PROCEEDING AGAINST THE ASSIGNOR WITH RESPECT TO THIS AGREEMENT OR THE OTHER DOCUMENTS CONTEMPLATED HEREBY OR REFERRED TO HEREIN MAY BE BROUGHT IN ANY COURT IN THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AS THE SECURED PARTY MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT THE ASSIGNOR GENERALLY AND UNCONDITIONALLY ACCEPTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, unless waived by Secured Party in writing, with respect to any action or proceeding brought by it against Secured Party and any questions relating to usury, and further consents (to the extent permitted by applicable law) to the service of process in any such action or proceeding being made upon Assignor by registered or certified mail or by Federal Express (or other similar overnight courier service) at the address stated alongside its name on the signature page hereof or at such other address as Assignor is notified of in accordance with Section 28 hereof), such service being hereby acknowledged by Assignor as being effective and binding service in every respect. The Assignor waives any right to stay or to dismiss any action or proceeding brought before any of said courts on the basis of forum non conveniens. -14-

Nothing herein shall affect the right of the Secured Party to serve process in any other manner permitted by applicable law or shall limit the right of the Secured Party to bring actions and proceedings against the Assignor in the courts of any other jurisdiction. 31. Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties

Nothing herein shall affect the right of the Secured Party to serve process in any other manner permitted by applicable law or shall limit the right of the Secured Party to bring actions and proceedings against the Assignor in the courts of any other jurisdiction. 31. Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Telecopied signatures hereto shall be of the same force and effect as an original of a manually signed copy. IN WITNESS WHEREOF, the Assignor and Secured Party have duly executed and delivered this Agreement as of the date first above written.
Address ------For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 Waco, Texas 76714-8216 Attn: Legal Dept. fax: FirstCity Funding L.P., Assignor By FirstCity Funding GP Corp., general partner By_____________________________ Name: James T. Sartain Title: Chairman of the Board 254/751-7725

FirstCity Consumer Lending Corporation, Assignor

By_____________________________ Name: James T. Sartain Title: Chairman of the Board

For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 Waco, Texas 76714-8216 Attn: Legal Dept. fax: 254/751-7725

FirstCity Funding GP Corp., Assignor

For Deliveries (including, e.g., FedEx) 6400 Imperial Drive Waco, Texas 76712 Attn: Legal Dept. For Mail PO Box 8216 Waco, Texas 76714-8216 Attn: Legal Dept. fax: 254/751-7725

By_____________________________ Name: James T. Sartain Title: Chairman of the Board

The Governor and Company of the Bank of

-15Scotland, Secured Party c/o Bank of Scotland 565 Fifth Avenue New York, NY 10017 fax: 212/883-6610

By ------------------------------------Name: Jack S Dykes Title: Executive Vice President

-16-

Scotland, Secured Party c/o Bank of Scotland 565 Fifth Avenue New York, NY 10017 fax: 212/883-6610

By ------------------------------------Name: Jack S Dykes Title: Executive Vice President

-16-

Annex 1
Assignor -------CLC CLC CLC CLC Funding Funding Funding-GP State of Organization --------------------Texas Texas Texas Texas Texas Texas Texas Asset ----Pledged Drive-GP Membership Interests Pledged Funding Partnership Interests (CLC) CLC Revenue Rights Pledged Drive Debt Pledged Drive Partnership Interests Pledged Drive Debt Pledged Funding Partnership Interests (GP)

Key to definitions used above CLC= FirstCity Consumer Lending Corporation, a Texas corporation Funding = FirstCity Funding L.P., a Texas limited partnership Funding-GP=FirstCity GP Corp., a Texas corporation -17-

Annex 1
Assignor -------CLC CLC CLC CLC Funding Funding Funding-GP State of Organization --------------------Texas Texas Texas Texas Texas Texas Texas Asset ----Pledged Drive-GP Membership Interests Pledged Funding Partnership Interests (CLC) CLC Revenue Rights Pledged Drive Debt Pledged Drive Partnership Interests Pledged Drive Debt Pledged Funding Partnership Interests (GP)

Key to definitions used above CLC= FirstCity Consumer Lending Corporation, a Texas corporation Funding = FirstCity Funding L.P., a Texas limited partnership Funding-GP=FirstCity GP Corp., a Texas corporation -17-


				
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