SEVENTH AMENDMENT TO CREDIT AGREEMENT
(And Amendment to Other Loan Documents)
THIS DOCUMENT is entered into as of June 30, 1999, between MATRIX BANCORP, INC, a Colorado
corporation formerly named Matrix Capital Corporation ("Borrower"), the Lenders named on the signature pages
of this document, BANK ONE, TEXAS, N.A., as existing and resigning Agent for Lenders ("Bank One"), and
U.S. BANK NATIONAL ASSOCIATION, as successor Agent for Lenders ("US Bank").
Borrower, Bank One, and US Bank are party to the Credit Agreement (as renewed, extended, and amended,
the "Credit Agreement") dated as of March 12, 1997, providing for a $8,500,000 Term Loan and a Revolving
Facility of up to $11,500,000. Borrower, Lenders, Bank One, and US Bank have agreed, upon the following
terms and conditions, among other things, to (a) provide, as stated in Paragraph 2 below, for the resignation of
Bank One and the appointment of US Bank as Agent for Lenders, (b) amend the Credit Agreement, as stated in
Paragraph 3 below, to increase the Term Loan to $10,000,000, reduce the Revolving Facility to $10,000,000,
extend the Stated-Termination Date for the Revolving Facility, change the amount of the quarterly principal
installments due in respect of the Term Loan, add Residential Funding Corporation as a Lender, and permit
additional Debt to be incurred, and (c) amend the Guaranties and the Pledge Agreement as stated in Paragraphs
4 and 5 below. Accordingly, for adequate and sufficient consideration, Borrower, Lenders, Bank One, and US
Bank agree as follows:
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. SUCCESSOR AGENT. In accordance with Section 11.6, Bank One resigns as Agent for Lenders, and US
Bank accepts its appointment as successor Agent for Lenders. US Bank ack