TENTH AMENDMENT TO CREDIT AGREEMENT
THIS DOCUMENT is entered into as of September 27, 2000, between MATRIX BANCORP, INC., a
Colorado corporation formerly named Matrix Capital Corporation ("Borrower"), the Lenders described below,
and U.S. Bank National Association, as Agent for Lenders.
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 terms defined in the Credit
Agreement have the same meanings when used in this document.
2. AMENDMENT. The definition of "Stated-Termination Date" in Section 1.1 of the Credit Agreement is
amended to read as follows:
"'Stated-Termination Date' means the earlier of either (a) November 30, 2000, or (b) 30 days after the date on
which at least 90% of the total Commitments for the Revolving Facility have been funded under Section 2.2."
3.1 Exiting Lenders. Bank One, Texas, N.A. and Residential Funding Corporation (the "Exiting Lenders") hereby
sell, transfer, assign and delegate to U.S. Bank National Association (the "Remaining Lender"), and the
Remaining Lender hereby purchases, assumes and undertakes from the Exiting Lenders, without recourse and
without representation or warranty (except as expressly provided herein) all of the Exiting Lenders' commitments,
loans, participations, rights, benefits, obligations, liabilities and indemnities under and in connection with the Credit
Agreement and all of the Borrowings thereunder, including without limitation the right to receive payment of
principal, and interest on such percentage of the Exiting Lenders' Advances, and the obligation to fund all future
Borrowings, and to indemnify the A