SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT is entered into as of July 30, 1999,
between MATRIX FINANCIAL SERVICES CORPORATION, an Arizona corporation ("Borrower"), the
Lenders described below, and BANK ONE, TEXAS, N.A., as Administrative Agent for Lenders.
(See Section 1.1 for defined terms.)
A. Borrower, certain lenders, and Administrative Agent are parties to the Loan Agreement (as renewed,
extended, or amended, the "Original Loan Agreement") dated as of July 12, 1995, providing for, among other
things, (i) a revolving line of credit to finance Borrower's Mortgage Loan origination and acquisition until those
Mortgage Loans are sold in the secondary market, (ii) a sublimit of that revolving line of credit to pay certain
Servicing Payments, and (iii) a line of credit with a term conversion feature to repay certain of Borrower's then-
existing-term Debt and to finance Borrower's Servicing Portfolio origination and acquisition.
B. Borrower, certain lenders, and Administrative Agent entered into the Amended and Restated Loan Agreement
(as renewed, extended, or amended, the "Existing Loan Agreement") dated as of January 31, 1997, to entirely
amend, modify, and restate the Original Loan Agreement in order to, among other things,
(i) renew, increase, and extend the indebtedness under the Original Loan Agreement, (ii) increase the aggregate
Warehouse and Term-Line Commitments,
(iii) eliminate the receivables sublimit under the Warehouse Commitment and add the Working-Capital
Commitment, (iv) amend certain sublimits, (v) add the Second-Lien and Repurchase Sublimits under the
Warehouse Commitment, (vi) modify certain financial covenants, and (vii) add the Overline Facility.
C. Borrower has requested that the lenders under the Existing Loan Agreement (collectively, the "Existing
Lenders") entirely amend, modify, and restate the Existing Loan Agreement in the form of this agreement in order
to, among other things, (i) renew, and extend