<PAGE>   1
                                                                   EXHIBIT 4.0


                       FIRST AMENDMENT TO LOAN AGREEMENT

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  Principal           Date       Maturity   Loan No   Call   Collateral   Account   Officer   Initials
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<S>                <C>           <C>        <C>       <C>    <C>          <C>       <C>       <C>
$25,000,000.00     06-30-1997                                                        536
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  References in the shaded area are for Lender's use only and do not limit the applicability of this
  document to any particular loan or item.
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BORROWER: SEARCH FUNDING II, INC.           LENDER: HIBERNIA NATIONAL BANK
          (TIN: 75-2554995)                         (TIN: 72-0210640)
          600 NORTH PEARL STREET                    313 CARONDELET STREET
          SUITE 2500, L.B. 123                      POST OFFICE BOX 61540
          DALLAS, TEXAS 75201-2899                  NEW ORLEANS, LOUISIANA 70161

================================================================================
THIS FIRST AMENDMENT TO LOAN AGREEMENT ("THIS FIRST AMENDMENT"), entered into
as of JUNE 30, 1997, is by and between SEARCH FUNDING II, INC. ("BORROWER"),
and HIBERNIA NATIONAL BANK ("LENDER"), a national banking association, who
agree as follows:

    WHEREAS, on SEPTEMBER 11, 1996, Borrower and Lender entered into a Loan
    Agreement ("THE LOAN AGREEMENT");

    WHEREAS, the Guarantor of the Loan made pursuant to the Loan Agreement has
    changed its name from SEARCH CAPITAL GROUP, INC. to SEARCH FINANCIAL
    SERVICES INC.; and

    WHEREAS, Borrower has requested changes in the Minimum Adjusted Net Worth
    requirement and the Event of Default regarding payment of dividends, and
    Lender has agreed to make changes in those provisions of the Loan Agreement
    on the terms and conditions of this First Amendment;

NOW, THEREFORE, in order to effect the name change of the Guarantor and the
Loan Agreement changes agreed to by Lender, Borrower and Lender do hereby amend
the Loan Agreement in the following respects:

AMENDMENT TO DEFINITION OF GUARANTOR. The definition of the term "GUARANTOR"
under the DEFINITION section of the Loan Agreement is amended to read as
follows:

    GUARANTOR. The word "Guarantor" means and includes individually,
    collectively, interchangeably and without limitation, SEARCH FINANCIAL
    SERVICES INC., and each and all other guarantors, sureties, and
    accommodation parties in connection with any Indebtedness.

AMENDMENT OF REPRESENTATIONS AND WARRANTIES. The following representation and
warranty provisions contained in the REPRESENTATIONS AND WARRANTIES section of
the Loan Agreement are hereby amended to read as follows:

    STOCK OWNERSHIP. Borrower is a wholly owned subsidiary of SEARCH FINANCIAL
    SERVICES INC., a Delaware corporation that was formerly named SEARCH
    CAPITAL GROUP, INC. and that is a Guarantor of the Indebtedness and the
    owner of all the authorized and issued capital stock of Borrower.

    LOCATION OF BORROWER'S REGISTERED OFFICE. The registered office of Borrower
    is 600 NORTH PEARL STREET, SUITE 2500, L.B. 123, DALLAS, TEXAS 75201-2899,
    or as Borrower may otherwise notify Lender as required by this Agreement.

    LOCATION OF BORROWER'S CHIEF EXECUTIVE OFFICE. The chief executive office
    of Borrower [as pertinent under La.-R.S.  10:9-103(3)(d) and similar
    applicable laws] is 600 NORTH PEARL STREET, SUITE 2500, L.B. 123, DALLAS,
    TEXAS 75201-2899, or as Borrower may otherwise notify Lender as required
    by this Agreement.

    LOCATION OF BORROWER'S RECORDS. Borrower maintains an office and keeps its
    records concerning any of the Collateral at 600 NORTH PEARL STREET, SUITE
    2500, L.B. 123, DALLAS, TEXAS 75201-2899, or as Borrower may otherwise
    notify Lender as required by this Agreement.

AMENDMENT OF AFFIRMATIVE COVENANTS. The following covenants contained in the
AFFIRMATIVE COVENANTS section of the Loan Agreement are hereby amended to read
as follows:

    ANNUAL FINANCIAL STATEMENTS - SEARCH FINANCIAL SERVICES. Without demand or
    request by Lender, furnish Lender with, as soon as available, but in no
    event later than one hundred twenty (120) days after the end of each fiscal
    year, fiscal year-end financial statements (including consolidated balance
    sheet, income statement and statement of cash flows) for Borrower's parent
    corporation, SEARCH FINANCIAL SERVICES INC., prepared in the form of
    consolidated statements for the parent corporation and all of its
    subsidiaries, including Borrower, audited by a certified public accountant
    satisfactory to Lender and accompanied by the unqualified opinion of the
    certified public accountant. The certified public accounting firm of BDO
    Siedman shall be qualified as a certified public accountant satisfactory to
    Lender.

    MONTHLY FINANCIAL STATEMENTS - SEARCH FINANCIAL SERVICES. Without demand or
    request by Lender, furnish Lender with, as soon as available, but in no
    event later than ten (10) Business Days after the end of each calendar
    month, month-end financial statements (including balance sheet and income
    statement) for Borrower's parent corporation, SEARCH FINANCIAL SERVICES
    INC., prepared in the form of consolidated statements for the parent
    corporation and all of its subsidiaries, including Borrower, for the prior
    month, prepared and certified as correct, in all material respects, subject
    to year-end adjustments, to the best knowledge and belief, by the chief
    financial officer of SEARCH FINANCIAL SERVICES INC., or other officer or
    person acceptable to Lender.

    GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed
    guaranties of the Loans in favor of Lender, on Lender's forms, and in the
    amounts and by the guarantors named below:

<TABLE>
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                    GUARANTOR                            AMOUNTS
                    ---------                            -------
           <S>                                           <C>
           SEARCH FINANCIAL SERVICES INC.               UNLIMITED
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AMENDMENT OF NEGATIVE COVENANTS. The following covenant contained in the
NEGATIVE COVENANTS section of the Loan Agreement is hereby amended to read as
follows:
<PAGE>   2
06-30-1997            FIRST AMENDMENT TO LOAN AGREEMENT                 PAGE 2 
LOAN NO.                         (CONTINUED)            
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    ISSUANCE OF SHARES. Issue, sell or otherwise dispose of, any shares of its
    capital stock or other securities, or rights, warrants or options to
    purchase or acquire any shares or securities of Borrower other than shares
    of its capital stock issued as stock dividends; provided, however, that (a)
    Borrower shall be allowed to issue its shares and securities to, and
    acquire its shares and securities from, its parent corporation, SEARCH
    FINANCIAL SERVICES INC., and (b) Borrower may also issue its shares and
    securities to, and acquire its shares and securities from, others if, after
    the transaction, SEARCH FINANCIAL SERVICES INC., owns and controls more
    than 50% of the voting rights for the election of directors.

AMENDMENT OF FINANCIAL COVENANTS. The following provisions contained in the
FINANCIAL COVENANTS section of the Loan Agreement are hereby amended to read as
follows:

    DEFINITIONS. For purposes of testing compliance with these Financial
    Covenants the following terms shall have the following meanings. Except as
    otherwise provided by these defined terms, all computations made to
    determine compliance with these Financial Covenants shall be made on a
    consolidated basis for SEARCH FINANCIAL SERVICES INC., and all of its
    subsidiaries, in accordance with generally accepted accounting principles,
    applied on a consistent basis, and certified as true and correct, in all
    material respects, to the best knowledge and belief, by the chief financial
    officer of SEARCH FINANCIAL SERVICES INC., or other officer or person
    acceptable to Lender.

         ADJUSTED NET WORTH. The term "Adjusted Net Worth" shall mean the
         Stated Net Worth of SEARCH FINANCIAL SERVICES INC., and its
         subsidiaries, on a consolidated basis, plus Subordinated Debt, less
         Intangibles, and less amounts (a) due from any shareholder, director,
         officer, employee or agent of SEARCH FINANCIAL SERVICES INC., or of any
         subsidiary or affiliate of SEARCH FINANCIAL SERVICES INC., or (b) due
         from any person or entity (other than a subsidiary) which is
         affiliated with, or related to, SEARCH FINANCIAL SERVICES INC., or any
         of its subsidiaries, or any of the shareholders, officers, or
         directors of SEARCH FINANCIAL SERVICES INC., or any of its
         subsidiaries.

         DEBT. The term "Debt" shall mean all liabilities of SEARCH FINANCIAL
         SERVICES INC., and its subsidiaries, on a consolidated basis,
         INCLUDING SUBORDINATED DEBT.

         INTANGIBLES. The term "Intangibles" shall mean all of the intangible
         assets of SEARCH FINANCIAL SERVICES INC., and its subsidiaries, on a
         consolidated basis, including goodwill, trademarks, patents,
         copyrights, organizational expenses, and similar intangible expenses,
         but excluding leaseholds and leasehold improvements.

         SUBORDINATED DEBT. The term "Subordinated Debt" shall mean
         indebtedness and liabilities of SEARCH FINANCIAL SERVICES INC., and its
         subsidiaries which have been subordinated by written agreement to the
         Indebtedness, and to the indebtedness of any Guarantor to Lender, in
         form and substance acceptable to Lender.

         STATED NET WORTH. The term "Stated Net Worth" shall mean the total
         assets of SEARCH FINANCIAL SERVICES INC., and its subsidiaries, on a
         consolidated basis, less total Debt.

    MINIMUM ADJUSTED NET WORTH. SEARCH FINANCIAL SERVICES INC., shall maintain
    an Adjusted Net Worth of no less than $15,000,000.00 until quarter ending
    September 30, 1997. Beginning with the quarter ending on September 30,
    1997, SEARCH FINANCIAL SERVICES INC., shall maintain an Adjusted Net Worth
    of no less than $20,000,000.00.

    MAXIMUM LEVERAGE POSITION. SEARCH FINANCIAL SERVICES INC., shall maintain a
    leverage position of no more than 5.00 to 1.00, where leverage position is
    the result of the following formula:

                            Debt - Subordinated Debt              
                      ------------------------------------
                      Stated Net Worth + Subordinated Debt

    TESTING FREQUENCY. Compliance with Minimum Adjusted Net Worth and Maximum
    Leverage Position requirements shall be tested quarterly (based on the
    fiscal year of SEARCH FINANCIAL SERVICES INC.) based on the then most
    recent financial statements of SEARCH FINANCIAL SERVICES INC., and its
    subsidiaries, on a consolidated basis.

AMENDMENT OF EVENTS OF DEFAULT. The Payment of Dividends by Search Capital
Group, Inc., event contained in the EVENTS OF DEFAULT section of the Loan
Agreement is hereby amended to read as follows:

    PAYMENT OF DIVIDENDS BY SEARCH FINANCIAL SERVICES INC. - BEFORE SEPTEMBER
    30, 1997. Should SEARCH FINANCIAL SERVICES INC., before September 30, 1997,
    pay or declare any dividends on its stock (other than dividends payable in
    its stock) unless (a) its Adjusted Net Worth (as defined in the FINANCIAL
    COVENANTS section above) exceeds $15,000,000.00, and (b) payment of the
    dividend will not reduce its Adjusted Net Worth to an amount equal to or
    less than $15,000,000.00.

    PAYMENT OF DIVIDENDS BY SEARCH FINANCIAL SERVICES INC. - ON AND AFTER
    SEPTEMBER 30, 1997. Should SEARCH FINANCIAL SERVICES INC., on or after
    September 30, 1997, pay or declare any dividends on its stock (other than
    dividends payable in its stock) unless (a) its Adjusted Net Worth (as
    defined in the FINANCIAL COVENANTS section above) exceeds $22,500,000.00,
    and (b) payment of the dividend will not reduce its Adjusted Net Worth to
    an amount equal to or less than $22,500,000.00.

CONDITIONS PRECEDENT. This First Amendment shall become effective as of JUNE
30, 1997, upon (a) payment by Borrower to Lender of an amendment fee of
$5,000.00, (b) receipt by Lender of evidence sufficient to Lender that
execution of this First Amendment by the undersigned representative of Borrower
has been duly authorized, (c) receipt by Lender of this First Amendment duly
executed by the authorized representative of Borrower, and (d) execution of
this First Amendment by a duly authorized representative Lender.

NO NOVATION. This First Amendment shall not in any manner constitute or be
construed to constitute a novation, discharge, forgiveness, extinguishment or
release of any obligation for amounts due under the Loan Agreement, which
obligations, as amended hereby, shall continue in full force and effect, and
retain the same ranking, priority and order as prior hereto, in accordance with
the terms of the Loan Agreement. Borrower hereby confirms and ratifies all of
the security as described in the Loan Agreement, and all notes, mortgages,
pledges, security agreements, and other agreements executed in connection
therewith, all of the foregoing to secure all amounts described in the Loan
Agreement.
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06-30-1997            FIRST AMENDMENT TO LOAN AGREEMENT                 PAGE 3 
LOAN NO.                         (CONTINUED)            
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REPRESENTATIONS AND WARRANTIES. Borrower hereby confirms, reaffirms, and
restates the representations, warranties, affirmative covenants and negative
covenants set forth in the Loan Agreement. Borrower also represents and
warrants that there has been no undisclosed material adverse change in (i)
Borrower's business operation, (ii) management, and/or (iii) any other facts,
circumstances or conditions upon which Lender has relied or utilized in making
its decision to enter into this First Amendment.

DEFINITIONS. Terms defined in the Loan Agreement shall have their defined
meanings when used herein, except as otherwise provided for herein.

LIMITED EFFECT. Except as amended and modified herein, the Loan Agreement shall
continue to be and shall remain in full force and effect in accordance with its
terms.

GOVERNING LAW. This First Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of Louisiana.

BORROWER AND LENDER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS FIRST
AMENDMENT TO LOAN AGREEMENT, AND BORROWER AND LENDER AGREE TO ITS TERMS. THIS
AGREEMENT IS EFFECTIVE ON JUNE 30, 1997.

BORROWER:
SEARCH FUNDING II, INC.




By: /s/ ROBERT D. IDZI
   -------------------------------------------------
    Robert D. Idzi, Senior Executive Vice President


LENDER:
HIBERNIA NATIONAL BANK




By: /s/
   -------------------------------------------------
    Authorized Officer


                                 ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF DALLAS

On this 15th day of July, 1997, before me, Robin K. Brem, a Notary Public in
and for the County and State aforesaid, personally appeared ROBERT D. IDZI,
duly known to me to be a Senior Executive Vice President of SEARCH FUNDING II,
INC., a Texas corporation, the corporation described as Borrower in this First
Amendment to Loan Agreement and the same corporation that executed this First
Amendment to Loan Agreement, and duly acknowledged to me that he signed his
name thereto by authority granted by the Board of Directors of said
corporation.




                                  NOTARY PUBLIC  /s/ ROBIN K. BREM
                                  My Commission Expires: 11-02-99
                                                        ------------------------