SIXTH AMENDMENT TO CREDIT AGREEMENT
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered into as of
March 31, 2002, is by and among MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation (the "Company"), the lenders from time to time party to the Credit Agreement referred to below
(each a "Lender" and collectively, the "Lenders"), and U.S. BANK NATIONAL ASSOCIATION ("U.S.
Bank"), as agent for the Lenders (in such capacity, together with any successor agents appointed hereunder, the
A. The Company, the Lenders and U.S. Bank National Association, in its capacities as a Lender and as Agent,
entered into a Credit Agreement dated as of September 29, 2000, as amended by a First Amendment to Credit
Agreement dated as of March 5, 2001, a Second Amendment to Credit Agreement dated as of April 11, 2001,
a Third Amendment to Credit Agreement dated as of June 29, 2001, a Fourth Amendment to Credit Agreement
dated as of September 28, 2001 and a Fifth Amendment to Credit Agreement dated as of November 20, 2001
(as amended, the "Credit Agreement"); and
B. The Company desires to amend certain provisions of the Credit Agreement, and the Lenders and the Agent
have agreed to make such amendments, subject to the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby covenant and agree to be bound as follows:
Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement, unless the context shall otherwise require.
Section 2. Amendments to Credit Agreement.
2.1 Section 1.01.
(a) The Credit Agreement is hereby amended by amending the definitions of "Swingline Facility Amount" and
"Termination Date" contained in Section 1.01 of the Credit Agreement to read in their entireties as follows: