AMENDED AND RESTATED SWING NOTE
$15,000,000 January 31, 1997
FOR VALUE RECEIVED, MATRIX FINANCIAL SERVICES CORPORATION, an Arizona corporation
("BORROWER"), promises to pay to the order of BANK ONE, TEXAS, N.A. ("LENDER") that portion of the
principal amount of $15,000,000 that may from time to time be disbursed and outstanding under this note
together with interest.
This note is the "Swing Note" under the Amended and Restated Loan Agreement (as renewed, extended,
amended, or restated, the "LOAN AGREEMENT") dated as of January 31, 1997, between Borrower, Lender,
certain other Lenders, and Bank One, Texas, N.A., as Agent for Lenders. All of the defined terms in the Loan
Agreement have the same meanings when used -- unless otherwise defined -- in this note.
This note incorporates by reference the principal and interest payment terms in the Loan Agreement for this note,
including, without limitation, the final maturity, which is the Warehouse-Actual-Termination Date. Principal and
interest are payable to the holder of this note through Agent at either (a) its offices at 1717 Main Street, Dallas,
Texas 75201, or (b) at any other address so designated by Agent in written notice to Borrower.
This note incorporates by reference all other provisions in the Loan Agreement applicable to this note -- such as
provisions for disbursements of principal, applicable-interest rates before and after Default, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs, and
other costs of collection, certain waivers by Borrower and other obligors, assurances and security, choice of
Texas and United States federal Law, usury savings, and other matters applicable to Loan Documents under the
This note is an amendment, restatement, renewal, extension, modification of, and substitution for the existing
Swing Note (as the same may have been amended and replaced to the date hereof, the "FORMER NOTE"),