EXHIBIT 10.40
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OVERLINE NOTE
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$10,000,000 March 1, 1998
FOR VALUE RECEIVED, MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation ("BORROWER"), promises to pay to the order of BANK ONE, TEXAS, N.A.
("BANK ONE") that portion of the principal amount of $10,000,000 that may from
time to time be disbursed and outstanding under this note together with
interest.
This note is the "Overline 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, Bank One, 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 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000, 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 Xxxxxxxx
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 Loan Agreement.
MATRIX FINANCIAL SERVICES CORPORATION,
as Borrower
By _____________________________________________
Xxxxxx X. Xxxxxxxx, Executive Vice President
