FOURTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS DOCUMENT is entered into effective as of May 27, 1998, between MATRIX FINANCIAL
SERVICES CORPORATION, an Arizona corporation ("BORROWER"), the Lenders listed on the signature
page below, and BANK ONE, TEXAS, N.A., as Agent (in that capacity "AGENT").
Borrower, Lenders, and Agent have entered into the Amended and Restated Loan Agreement (as renewed,
extended, amended, or restated, the "LOAN AGREEMENT") dated as of January 31, 1997, providing for loans
to Borrower both on a revolving and a term basis. Borrower, Lenders, and Agent have agreed, upon the
following terms and conditions, to amend the Loan Agreement as provided in PARAGRAPH 2 below.
Accordingly, for adequate and sufficient consideration, Borrower, Lenders, and Agent agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this document (A) terms defined in the Loan
Agreement have the same meanings when used in this document and (B) all references to "Sections," "Schedules,"
and "Exhibits" are to the Loan Agreement's sections, schedules, and exhibits.
2. AMENDMENTS. The Loan Agreement is amended as follows:
(A) The following definitions are entirely amended or added to SECTION 1.1 in alphabetical order with the
other definitions in that section:
"TRANCHE B" means that portion of Term-Line Borrowings that (a) is advanced for the purpose of financing
certain Servicing Portfolio acquisitions, (b) may not be reborrowed under this agreement on or after the Tranche
B-Actual-Termination Date, and (c) may not exceed an amount (as that amount is permanently reduced by
payments or prepayments on Tranche B under SECTION 3 on and after the Tranche B- Actual-Termination
Date) equal at any time to the lesser of either (i) the total Term-Line Commitments minus Tranche A or (ii)
"TRANCHE B-STATED-TERMINATION DATE" means the earlier of either
(a) January 31, 1999, or (b) the 30th calendar day after the calendar day that at least $31,500,0