EXHIBIT 10.39
AMENDED AND RESTATED TERM-LINE NOTE
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$15,000,000 February 22, 1999
FOR VALUE RECEIVED, MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation ("Borrower"), promises to pay to the order of U.S. BANK NATIONAL
ASSOCIATION ("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 a "Term-Line Note" under the Amended and Restated Loan
Agreement (as renewed, extended, amended, or restated, the "Loan Agreement")
dated as of January 31, 1997, between ▇▇▇▇▇▇▇▇, 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. Principal and interest are payable to the holder of this note
through Agent at either (a) its offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, 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
▇▇▇▇▇▇▇▇ 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.
This note is an amendment, restatement, renewal, extension, modification
of, consolidation of, and substitution for, the existing Term-Line Notes (as the
same may have been amended and replaced to the date hereof, the "Former Notes"),
which Former Notes were executed and delivered pursuant to the Loan Agreement.
MATRIX FINANCIAL SERVICES CORPORATION, as
Borrower
By /s/
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President