SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED LOAN AGREEMENT
THIS DOCUMENT is entered into as of June 30, 2000 (the "Effective Date"), between MATRIX
FINANCIAL SERVICES CORPORATION, an Arizona corporation ("Borrower"), those Lenders signing on
the signature page below, and BANK ONE, TEXAS, N.A., as Administrative Agent for Lenders (in that
capacity "Administrative Agent").
Borrower, Lenders, and Administrative Agent have entered into the Second Amended and Restated Loan
Agreement (as renewed, extended, amended, or restated, the "Loan Agreement") dated as of July 30, 1999,
providing for loans to Borrower. Borrower has requested and, upon the following terms and conditions,
Administrative Agent and Lenders have agreed, to certain amendments described in Paragraph 2 below and
certain waivers described in Paragraph 3 below.
Accordingly, for adequate and sufficient consideration, Borrower, Lenders, and Administrative Agent agree as
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.
(A) The following definition in Section 1.1 is amended in its entirety as follows:
Warehouse-Stated-Termination Date means September 30, 2000.
(B) Section 4.1 is entirely amended as follows:
4.1 Eligible Collateral. The eligibility requirements for Collateral to be included in the Borrowing Base are listed
4.1. If at any time any item of Collateral ceases to meet those requirements, then that item is automatically
excluded from all calculations of the applicable Borrowing Base; provided that, Administrative Agent, in its sole
discretion, may grant temporary waivers of strict compliance with (a) the Wet Period, provided that in no event
may the Wet Period ever exceed 12 calendar days, (b) the Shipping Period