EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS DOCUMENT is entered into as of May 2, 2000, between MATRIX BANCORP, INC., a Colorado
corporation ("Borrower"), the Lenders described below, and U.S. Bank National Association, as Agent for
Borrower, Lenders, and Agent are party to the Credit Agreement (as renewed, extended, and amended, the
"Credit Agreement") dated as of March 12, 1997, providing for a $10,000,000 Term Loan and a Revolving
Facility of up to $10,000,000. Borrower, Lenders, and Agent have agreed, upon the following terms and
conditions, to amend the Credit Agreement as further described herein.
1. TERMS AND REFERENCES. Unless otherwise stated in this document (A) terms defined in the Credit
Agreement have the same meanings when used in this document and (B) references to "Sections," "Schedules,"
and "Exhibits" are to the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENT. Section 8.4 of the Credit Agreement is entirely amended as follows:
"8.4 Distributions. Borrower may not pay or declare any Distributions except for Distributions consisting of
redemption or repurchases of the stock of the Borrower after the date of the Eighth Amendment hereof provided
that: (a) no Default or Potential Default exists or would be created by such Distributions; and (b) total
consideration paid by the Borrower in respect of such Distributions does not exceed the lesser of (i) $3,000,000,
or (ii) the amount of any lesser restriction of such redemptions provided in any indenture, loan, note issuance,
reimbursement or other credit agreement is to which the Borrower is a party."
3. CONDITIONS PRECEDENT. Notwithstanding any contrary provision, the foregoing paragraphs in this
document are not effective unless and until (A) the representations and warranties in this document are true and
correct, and (B) Agent receives counterparts of this document executed by Agent, Lenders, Borrower, and each
other Company named on the signature pages of this document.
4. RATIFICATIONS. To in