Exhibit 10.13
THIRD AMENDED AND RESTATED NOTE
U.S. $55,000,000 Originally Issued June 24,1998
Amended and Restated as of April 26,1999
Further Amended and Restated as of July 28, 1999
Further Amended and Restated as of March 1, 2001
FOR VALUE RECEIVED, E-LOAN, INC., a corporation organized and existing
under the laws of Delaware (the "Borrower"), hereby promises to pay to the order
of XXXXXX RIVER FUNDING INC., a Delaware corporation (the "Lender"), in lawful
money of the United States of America in immediately available funds on the
Expiry Date (as defined in the Warehouse Credit Agreement) the principal sum of
FIFTY FIVE MILLION United States dollars ($55,000,000), or, if less, the
aggregate unpaid principal amount of all Advances (as defined in the Warehouse
Credit Agreement) made by the Lender to the Borrower pursuant to the Warehouse
Credit Agreement.
The Borrower promises also to pay interest on the unpaid principal
amount of each Advance from the date such Advance is made until paid in full, at
the interest rates, and at the times, as specified in the Warehouse Credit
Agreement.
This Note is the Note referred to in the Warehouse Credit Agreement,
dated as of June 24, 1998, as amended (as so amended, the "Warehouse Credit
Agreement"), among the Borrower, the Lender and GE Capital Mortgage Services,
Inc., as Agent, and is entitled to the benefits thereof. This Note is secured by
the Warehouse Security Agreement.
This Note is subject to mandatory prepayment as provided in Section
4.02 of the Warehouse Credit Agreement and, in case an Event of Default (as
defined in the Warehouse. Credit Agreement) shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Warehouse Credit
Agreement.
The Borrower hereby waives diligence, presentment, protest, demand or
notice of every kind in connection with this Note.
This Note amends, restates and supersedes a Note in the principal
amount of $50,000,000 payable to the order of the Lender dated as of July 28,
1999 (the "Second Restated Note"), which amended, restated and superceded a Note
in the principal amount of $25,000,000 payable to the order of the Lender dated
as of April 26, 1999 (the "Restated Note"), which amended, restated and
superceded a Note in the principal amount of $15,000,000 payable to the order of
the Lender dated June 24, 1998 (the "Original Note"). However, without
duplication, this Third Restated Note shall in no way extinguish the Borrower's
unconditional obligation to repay all indebtedness evidenced by the Second
Restated Note, the Restated Note and/or the Original Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
E-LOAN, INC.
By:/S/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President - Secondary Marketing
