FIRST AMENDMENT TO
WAREHOUSING CREDIT AND SECURITY AGREEMENT
FIRST AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT (this
"Amendment") dated as of May ___, 2002, between Matrix Capital Markets, Inc., a Colorado corporation
("Borrower") and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender").
A. Borrower and Lender have entered into a revolving mortgage warehousing facility with a present Warehousing
Commitment Amount of $40,000,000, which is evidenced by a Promissory Note dated March 29, 2002 (the
"Note"), and by a Warehousing Credit and Security Agreement dated as of March 29, 2002 (as the same may
have been and may be amended or supplemented, the "Agreement").
B. Borrower has requested that Lender amend certain terms of the Agreement, and Lender has agreed to such
amendments, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties to this Amendment agree as follows:
1. Subject to Borrower's satisfaction of the conditions set forth in
Section 17, the effective date of this Amendment is ______________ ("Effective Date").
2. Unless otherwise defined in this Amendment, all capitalized terms have the meanings given to those terms in the
Agreement. Defined terms may be used in the singular or the plural, as the context requires. The words "include,"
"includes" and "including" are deemed to be followed by the phrase "without limitation." Unless the context in
which it is used otherwise clearly requires, the word "or" has the inclusive meaning represented by the phrase
"and/or." References to Sections and Exhibits are to Sections and Exhibits of this Amendment unless otherwise
3. Exhibit A to the Agreement is amended and restated in its entirety as set forth in Exhibit A to this Amendment.
All references in the Agreement and the other Loan Documents to Exhibit A are deemed to refer to the new
4. Borrower must deliver to Lender (a) two executed copies of this Amendment, (b) a Certificate of Secretary