Ninth Modification Agreement to Warehouse Credit Agreement among E-LOAN, INC., Cooper River Funding Inc., and GE Capital Mortgage Services, Inc.

Summary

This agreement, dated February 14, 2001, is between E-LOAN, INC. (the borrower), Cooper River Funding Inc. (the lender), and GE Capital Mortgage Services, Inc. (the agent). It modifies certain terms of a prior Warehouse Credit Agreement, specifically increasing the borrowing limits for certain types of loans for a limited period and clarifying repayment obligations if those limits are exceeded. All other terms of the original agreements remain in effect. The agreement is governed by New York law and is binding on all parties and their successors.

EX-10.9 10 c20960_ex10-9.txt NINTH MODIFICATION AGREEMENT Exhibit 10.9 NINTH MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (the "Agreement") is made as of the 14th day of February, 2001, by and among E-LOAN, INC. (the "Borrower"), COOPER 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 make certain 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) 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 February 9, 2001 through February 28, 2001, the HELOC Commitment shall be increased to $12,500,000)," 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 February 9, 2001 through February 28, 2001, the aggregate principal amount of Advances outstanding at any Exhibit 10.9 time secured by Eligible Nonconforming Mortgage Loans and Eligible HELOCs shall not exceed $12,500,000)." (b) 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 February 9, 2001 through February 28, 2001 the aggregate principal amount of Advances secured by Eligible Nonconforming Mortgage Loans and Eligible HELOCs exceeds $12,500,000, 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)." 2. REFERENCES TO WAREHOUSE CREDIT AGREEMENT. Upon the effectiveness of this Agreement, each reference in the Warehouse Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, and each reference in the 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. 3. RATIFICATION OF DOCUMENTS. (a) Except as specifically amended herein, 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 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. 4. 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 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. -2- Exhibit 10.9 5. 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/ Joseph J. Kennedy ------------------------------ President COOPER RIVER FUNDING INC. By: /s/ illegible ------------------------------ Assistant Treasurer GE CAPITAL MORTGAGE SERVICES, INC. By: /s/ illegible ------------------------------ Vice President -3-