THIS CREDIT AGREEMENT, dated as of December 27, 2000 is by and among MATRIX BANCORP,
INC., a Colorado corporation (the "Borrower"), the lenders which are signatories hereto (individually, a "Lender"
and, collectively, the "Lenders") and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, one of the Lenders, as agent for the Lenders (in such capacity, the "Agent").
The Borrower and the Banks agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
Section 1.1 Defined Terms. As used in this Agreement the following terms shall have the following respective
meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined,
as the context may require):
"Adjusted Eurodollar Rate": On any date of determination, the rate (rounded upward, if necessary, to the next
higher one hundredth of one percent) determined by dividing the Eurodollar Rate for such date by 1.00 minus the
Eurodollar Reserve Percentage.
"Advance": Any portion of the outstanding Revolving Loans or Term Loans by a Lender as to which one of the
available interest rate options and, if pertinent, an Interest Period, is applicable. An Advance may be a Eurodollar
Rate Advance or a Reference Rate Advance.
"Affiliate": When used with reference to any Person, (a) each Person that, directly or indirectly, controls, is
controlled by or is under common control with, the Person referred to, (b) each Person which beneficially owns
or holds, directly or indirectly, five percent or more of any class of voting stock of the Person referred to (or if the
Person referred to is not a corporation, five percent or more of the equity interest), (c) each Person, five percent
or more of the voting stock (or if such Person is not a corporation, five percent or more of the equity interest) of
which is beneficially owned or held, directly or indirectly, by the Person referred to, and (d) each of such
Person's officers, directors, joint venturers and partner