Fifth Amendment to Marketing Agreement between Charles Schwab & Co., Inc. and E-Loan, Inc.
This amendment updates the existing Marketing Agreement between Charles Schwab & Co., Inc. and E-Loan, Inc. to extend the deadline for E-Loan to provide written notice if it wishes to terminate the agreement without cause. E-Loan can now terminate the agreement on July 1, 2002, by giving notice by June 1, 2002, unless E-Loan undergoes a change of control before July 1, 2002. All other terms of the original agreement remain unchanged.
Exhibit 10.13
Fifth Amendment to Marketing Agreement
This Fifth Amendment to Marketing Agreement ("Amendment") dated April ___, 2002, is made and entered into by and between Charles Schwab & Co., Inc., a California corporation ("Schwab") and E-Loan, Inc., a Delaware corporation ("E-Loan"), and is effective as of April ___, 2002.
WHEREAS, Schwab and E-Loan have entered into a Marketing Agreement dated as of April 25, 2000, and four separate amendments dated July 1, 2000, September 1, 2000, January 1, 2001 and July 1, 2001 (collectively the "Agreement");
WHEREAS, E-Loan desires to modify the Agreement to allow additional time within which to provide written notice to Schwab of termination in accordance with Section 11.4(b);
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 11.4(b) of the Agreement is hereby amended to read as follows:
(b) E-Loan shall have the right to terminate this Agreement without cause on July 1, 2002, by giving written notice to Schwab on or before June 1, 2002, provided, however, that E-Loan's right to terminate this Agreement pursuant to this Section shall not apply if E-Loan undergoes a "change of control" as described in Section 11.3(k) of this Agreement at any time prior to July 1, 2002, whether or not E-Loan has given notice to Schwab of E-Loan's intent to terminate the Agreement prior to such change of control.
2. Except for the changes set forth in this Amendment, the Agreement shall remain unchanged in all respects and shall remain in full force and effect in accordance with the terms.
| E-LOAN, INC. | CHARLES SCHWAB & CO., INC. |
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| By: _______________________ | By: __________________________ |
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| Name: _____________________ | Name: ________________________ |
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| Title: ______________________ | Title: _________________________ |
