Exhibit 10.14
TENTH MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT (the "Agreement") is made as of the 1st day of
March, 2001, by and among E-LOAN, INC. (the "Borrower"), XXXXXX RIVER FUNDING
INC. (the "Lender") and GE CAPITAL MORTGAGE SERVICES, INC. (the "Agent").
BACKGROUND
The Borrower, the Lender and the Agent entered into a Warehouse Credit
Agreement dated as of June 24, 1998, as amended (as so amended, the "Warehouse
Credit Agreement") pursuant to which the Lender agreed to make advances (the
"Advances") to the Borrower in accordance with the provisions of the Warehouse
Credit Agreement. All capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Warehouse Credit Agreement.
The Advances are evidenced by the Borrower's Second Amended and Restated
Note dated as of July 28, 1999 (the "Note") in the stated principal amount of
$50,000,000 and secured by, among other things, a Warehouse Security Agreement
dated as of June 24, 1998, as amended (as so amended, the "Warehouse Security
Agreement") between the Borrower and the Agent granting the Agent a security
interest in certain of the Borrower's assets.
The Borrower has requested that the Lender temporarily increase the amount
of the Lender's commitment and make certain other modifications to the terms of
the Warehouse Credit Agreement, and the Lender and the Agent have agreed to such
modifications subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. WAREHOUSE CREDIT AGREEMENT. The Warehouse Credit Agreement is hereby
amended as follows:
(a) The definition of "Commitment" contained in Section 1.01 of the
Warehouse Credit Agreement is amended to read in full as follows:
""COMMITMENT" shall mean the obligation of the Lender
to make Advances in an aggregate principal amount outstanding
at any time from March 1, 2001 through March 15, 2001 not to
exceed $55,000,000, and in an aggregate principal amount
outstanding at any time after March 15, 2001 not to exceed
$50,000,000."
(b) Clause (5) of Section 2.01 of the Warehouse Credit Agreement is
amended to read in full as follows:
Exhibit 10.14
"(5) the aggregate principal amount of Advances outstanding at
any time secured by Eligible Nonconforming Mortgage Loans
shall not exceed $10,000,000 (the "Nonconforming Commitment")
(PROVIDED, HOWEVER, that from March 1, 2001 through March 15,
2001, the Nonconforming Commitment shall be increased to
$11,000,000),"
(c) Clauses (10) and (11) of Section 2.01 of the Warehouse Credit
Agreement is amended to read in full as follows:
"(10) the aggregate principal amount of Advances outstanding
at any time secured by Eligible HELOCs shall not exceed
$10,000,000 (the "HELOC Commitment") (PROVIDED, HOWEVER, that
from March 1, 2001 through March 15, 2001, the HELOC
Commitment shall be increased to $11,000,000)," and (11) the
aggregate principal amount of Advances outstanding at any time
secured by Eligible Nonconforming Mortgage Loans and Eligible
HELOCs shall not exceed $10,000,000 (PROVIDED, HOWEVER, that
from March 1, 2001 through March 15, 2001, the aggregate
principal amount of Advances outstanding at any time secured
by Eligible Nonconforming Mortgage Loans and Eligible HELOCs
shall not exceed $11,000,000)."
(d) Section 4.02(s) of the Warehouse Credit Agreement is amended to
read in full as follows:
"(s) if on any date the aggregate principal amount of
Advances secured by Eligible Nonconforming Mortgage Loans and
Eligible HELOCs exceeds $10,000,000, the Borrower shall
immediately prepay the principal of Advances secured by
Eligible Nonconforming Mortgage Loans and Eligible HELOCs in
an aggregate amount equal to such excess (PROVIDED, HOWEVER,
that if on any date from March 1, 2001 through March 15, 2001
the aggregate principal amount of Advances secured by Eligible
Nonconforming Mortgage Loans and Eligible HELOCs exceeds
$11,000,000, the Borrower shall immediately prepay the
principal of Advances secured by Eligible Nonconforming
Mortgage Loans and Eligible HELOCs in an aggregate amount
equal to such excess)."
(e) Section 8.15 of the Warehouse Credit Agreement is amended to read
in full as follows:
"8.15 PORTFOLIO AGING. The Borrower will not at any
time permit the aggregate principal amount of the Eligible
Mortgage Loans then pledged as Collateral that have an
Origination Date that
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Exhibit 10.14
is more than 60 days prior to such time,
to exceed 12% of the aggregate principal amount of all
Eligible Mortgage Loans that are pledged as Collateral at such
time and will not at any time permit the aggregate principal
amount of the Eligible Nonconforming Mortgage Loans then
pledged as Collateral that have an Origination Date that is
more than 60 days prior to such time to exceed 15% of the
aggregate principal amount of all Eligible Nonconforming
Mortgage Loans that are pledged as Collateral at such time."
2. NOTE. The Note shall be amended and restated to provide that the
principal amount thereof is Fifty Five Million United States dollars
($55,000,000).
3. CONDITIONS OF EFFECTIVENESS. This Agreement shall become effective
as of the date first above written when this Agreement shall have been executed
by the Borrower and the Lender and the Agent and the Agent shall have received a
Third Amended and Restated Note in the principal amount of $55,000,000 (the
"Restated Note") made payable to the Lender executed on behalf of the Borrower
and the Lender.
4. REFERENCES TO CREDIT DOCUMENTS. Upon the effectiveness of this
Agreement:
(a) Each reference in the Warehouse Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference in the Restated Note and the Warehouse Security Agreement to the
Warehouse Credit Agreement, shall mean and be a reference to the Warehouse
Credit Agreement as amended hereby; and
(b) Each reference in the Warehouse Credit Agreement and the
Warehouse Security Agreement to the Note shall mean and be a reference to the
Restated Note.
5. RATIFICATION OF DOCUMENT.
(a) Except as specifically amended herein or amended and
restated in the Restated Note, the Warehouse Credit Agreement, the Note and the
Warehouse Security Agreement shall remain unaltered and in full force and effect
and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Agreement and the Restated Note shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Lender or the Agent
under the Warehouse Credit Agreement, the Note or the Warehouse Security
Agreement nor constitute a waiver of any default or Event of Default under the
Warehouse Credit Agreement, the Note or the Warehouse Security Agreement.
6. REPRESENTATIONS AND WARRANTIES. The Borrower hereby certifies that
(i) the representations and warranties which it made in the Warehouse Credit
Agreement and the Warehouse Security Agreement are true and correct as of the
date hereof and (ii) no Event of
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Default and no event which could become an Event of Default with the passage of
time or the giving of notice, or both, under the Note, the Warehouse Credit
Agreement or the Warehouse Security Agreement exists on the date hereof.
7. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed
according to the laws of the State of New York without regard to principles of
conflicts of laws and shall be binding upon and shall inure to the benefit of
the parties hereto, their successors and assigns.
(b) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) This Agreement is intended to take effect as a
document under seal.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
E-LOAN, INC.
By: /S/ XXXXXX X. XXXXXXX
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President
XXXXXX RIVER FUNDING INC.
By: /S/ ILLEGIBLE
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Assistant Treasurer
GE CAPITAL MORTGAGE SERVICES, INC.
By: /S/ ILLEGIBLE
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Vice President
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