FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered into as of
March 5, 2001, is by and between MATRIX BANCORP, INC., a Colorado corporation (the "Borrower"), the
lenders from time to time party hereto (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 "Agent").
A. The Borrower and U.S. Bank National Association, in its capacities as a Lender and as Agent, entered into a
Credit Agreement dated as of December 27, 2000 (the "Credit Agreement");
B. Contemporaneously with this Amendment, U.S. Bank National Association, in its capacities as a Lender and
as Agent, and Residential Funding Corporation, a Delaware corporation ("RFC"), have entered into an
Assignment Agreement pursuant to which U.S. Bank National Association, in its capacity as a Lender, intends to
sell and assign to RFC certain rights, obligations and commitments under the Credit Agreement and under which
RFC will become a Lender under the Credit Agreement; and
C. The Borrower desires to amend certain provisions of the Credit Agreement, and the Lender and 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.
2.1 The Credit Agreement is hereby amended by amending the definitions of "Cash Equivalents," "Revolving
Commitment Amount," "Revolving Commitment Fees," "Revolving Loan," and "Termination Date" contained