Exhibit 10.13

AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement
("Agreement") is made and entered into as of July 12, 2001, by and
between E-Loan, Inc., a Delaware corporation ("Company"), and Christian
A. Larsen ("Lender").

RECITALS

A.	Lender has previously entered into a Loan Agreement
dated April 2, 2002 (the "Prior Agreement") with Lender.

B.	The Company and Lender wish to reduce the commitment
amount under the Prior Agreement and make such other changes to the rights and
obligations of the parties as are set forth herein.

C.	Lender and the Company wish to restate their rights and
obligations as set forth in the Prior Agreement by hereby agreeing that the
Prior Agreement be wholly amended and restated by this Agreement.

TERMS AND CONDITIONS

NOW, THEREFORE, the parties hereto agree as follows:

1. Loan Commitment. Lender hereby agrees to loan or
advance to the Company up to a maximum of $2,500,000 (the "Loan Commitment"),
which the Company may, in its sole and absolute discretion, draw down at any
time or from time to time, upon 48 hours prior notice to Lender. The Loan
Commitment shall be adjusted downward on a dollar-for-dollar basis by the amount
which the Company owes Lender from time to time pursuant to promissory notes
issued in accordance with Section 2 below. The obligation of the Company
pursuant to the Loan Commitment shall be suspended during any period in which
the Company shall not be in compliance with each and every covenant pursuant to
its Senior Indebtedness. Senior Indebtedness means any sums due, owing or
payable under, as a result of, or with respect to any warehouse, revolving or
general lines of credit, regardless of the amount(s) or terms thereof, whether
such credit facilities are now existing or are hereafter obtained by the
Company, for use primarily to fund, on a short-term or temporary basis, mortgage
loans, automobile purchase and lease contracts, and other conditional or
installment sale contracts or similar loan transactions, including, without
limitation, the credit facilities provided to the Company by Greenwich Capital
Financial Products, Inc., GE Capital Mortgage Services, Inc., as security agent
for Cooper River Funding Inc. and Bank One, NA, and any and all extensions,
renewals, amendments and modifications thereto and replacements thereof and any
similar facilities thereto.
2. Terms of the Promissory Loan. Upon each draw down
pursuant to the Loan Commitment, the Company will issue and deliver to Lender
its Promissory Note or Notes, in the form of Exhibit A attached hereto
and incorporated herein by this reference (the "Promissory Note" or "Promissory
Notes"). The Promissory Notes will bear interest at the rate of the lower of 12%
per annum, or the maximum legal rate allowed. The Promissory Notes will be due
and payable on January 5, 2002, subject to acceleration of the maturity date, as
set forth in the Promissory Note. The Promissory Notes will be secured pursuant
to an Amended and Restated Security Agreement in the form of Exhibit B
hereto.
3. Time is of the Essence. Time is of the essence
with respect to each and every term and condition of this Agreement.
4. Notices. All notices or other written
communications required or permitted to be given by Agreement shall be deemed
given if personally delivered or five (5) days after it has been sent (the date
of posting shall be considered as the first day and there shall be excluded any
Sundays, legal holidays or other days upon which the United States mail
generally is not delivered) by United States registered or certified mail,
postage prepaid, property addressed to the party to receive the notice at the
following address or any other address given to the other party in the manner
provided by this Section 4:
5. Severability. If any provision of this Agreement
is determined to be invalid or unenforceable, the provision shall be deemed to
be severable from the remainder of this Agreement and shall not cause the
invalidity or unenforceability of the remainder of this Agreement.
6. Attorneys' Fees and Litigation Costs. If any legal
action or other proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any provision of this Agreement, the successful or prevailing
party shall be entitled to recover reasonable attorneys' fees and other costs
incurred in that action or proceeding, in addition to any other relief to which
it may be entitled.
7. Governing Law. This Agreement shall be governed
by, interpreted under, and construed and enforced in accordance with the
internal laws, and not the laws pertaining to conflicts or choice of laws, of
the State of California applicable to agreements made and to be performed wholly
within the State of California.
8. Captions. The captions of the sections and
subsections of this Agreement are included for reference purposes only and are
not intended to be a part of the Agreement or in any way to define, limit or
describe the scope or intent of the particular provision to which they
refer.
9. Counterparts. 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.
10. Entire Agreement; Amendment. This Agreement
contains the entire understanding between the parties with respect to the
subject matter hereof and supersedes any and all prior and contemporaneous
written or oral negotiations and agreements between them regarding the subject
matter hereof. This Agreement may be amended only in a writing signed by both of
the parties.
11. Definitions. As used in this Note, the following
terms, unless the context otherwise requires, have the following
meanings:
12. Interest.
13. Interest. The Holder shall be entitled to receive
interest payments under the Note equal to twelve percent (12.00%) per annum (or
the maximum legal rate allowed) of the Unpaid Principal payable in cash out of
funds legally available therefor on each Quarterly Interest Payment Date (as
defined below). The "initial principal" as cumulatively adjusted from time to
time by accumulated interest or otherwise contemplated herein, shall be referred
to as the "Unpaid Principal."
14. Cumulative Quarterly Payments. Interest on the
Unpaid Principal shall accrue daily, whether or not funds are legally available
therefor, from the Issue Date. Interest on the Unpaid Principal shall be payable
on March 31, June 30, September 30 and December 31 of each year (each such date
being referred to herein as a "Quarterly Interest Payment Date"), commencing on
June 30, 2001 (the "Initial Quarterly Interest Payment") to the Holder on such
record dates, which shall be ten business days preceding each Quarterly Interest
Payment Date (each such date being referred to herein as a "Quarterly Interest
Record Date"). The amount of interest payable for each quarterly interest period
shall be computed by multiplying the then applicable Unpaid Principal by the
annual interest amount of twelve percent (12.00%) (or the maximum legal rate
allowed), divided by four (4). The amount of interest payable for the initial
interest period and interest payable for any other period that is shorter or
longer than a full quarterly interest period shall be computed on the basis of a
360-day year consisting of twelve 30-day months. The Holder shall not be
entitled to receive any interest, whether payable in cash or otherwise, which is
in excess of the cumulative interest provided for herein.
15. Interest Rate Following Maturity, etc.
Notwithstanding the foregoing, in the event that the Note is not redeemed or
otherwise extinguished on or prior to the date specified or required herein for
such redemption or termination, interest on the Note after the first date of the
occurrence of the failure of such redemption, conversion or termination
including repayment on the Maturity Date, shall continue to accrue and be added
to the Unpaid Principal at the rate of fifteen percent (15%) per annum of the
then Unpaid Principal (the "Premium Rate").
16. Event of Default.
17. Definition of Event of Default. In addition to any
Event of Default under the Security Agreement, each of the following shall
constitute an Event of Default under this Note:
18. Interest and Principal Payments. If the Company
fails to pay principal or interest when and as payable under this Note, whether
at the maturity, as a result of acceleration or otherwise, and such failure to
pay shall have continued for ten days (except where an adjustment to the Unpaid
Principal is made in lieu of a payment of interest); or
19. Performance. If the Company fails to perform or
observe any other of the covenants, conditions or agreements on the part of the
Company, set forth in this Note or the Loan Agreement or the Security Agreement,
and such failure shall have continued for ten days; or
20. Representations and Warranties. If any
representation, warranty or statement made by the Company in this Note, the Loan
Agreement, the Security Agreement, or in any certificate or other instrument
delivered by or on behalf of the Company to the Holder pursuant to this Note,
the Loan Agreement or the Security Agreement shall be incorrect in any material
respect as of the time when made; or
21. Company Filed Petition of Bankruptcy or
Reorganizations. If the Company shall file a petition in bankruptcy or for
reorganization or for an arrangement or any composition, readjustment,
liquidation, dissolution or similar relief pursuant to Title 11 of the United
States Code or under any similar present or future federal law or the law of any
other jurisdiction or shall be adjudicated a bankrupt or become insolvent, or
consent to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the
Company for all or any substantial part of the property of the Company, or shall
make an assignment for the benefit of its creditors, or shall admit in writing
its inability to pay its debts generally as they become due, or shall take any
corporate action, in furtherance of any of the foregoing; or
22. Third-Party Petition of Bankruptcy or
Reorganization. If a petition or answer shall be filed proposing the
adjudication of the Company as bankrupt or its reorganization or arrangement or
any composition, readjustment, liquidation, dissolution or similar relief with
respect to it pursuant to Title 11 of the United States Code or under any
similar present or future federal law or the law of any other jurisdiction
applicable to the Company, and the Company shall consent to or acquiesce in the
filing thereof, or such petition or answer shall not be discharged or denied
within 60 days after the filing thereof; or
23. Court Decree or Order. If a decree or order is
rendered by a court having jurisdiction (i) for the appointment or a
receiver or custodian or liquidator or trustee or sequestrator assignee (or
similar official) in bankruptcy or insolvency of the Company or of all or a
substantial part of its property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in force undischarged and
unstayed for a period of 60 days, or (ii) for the sequestration or
attachment of any property of the Company without its return to the possession
of the Company or its release from such sequestration or attachment within
60 days thereafter; or
24. Default On Credit Facilities. (i) If the
Company fails to pay any part of the principal of, the premium, if any, or the
interest on, or any other payment of money due under, any of its Indebtedness;
provided, however, the Company shall be entitled to notice of such failure and
to cure such failure in accordance with applicable loan documents; or
(ii) if the Company fails to perform or observe any other agreement, term
or condition contained in, or be in default of, any agreement under which any
such Indebtedness was issued or created, if the effect of any such failure is to
cause, or permit the holders of such Indebtedness to become due prior to its
stated maturity or scheduled due date; provided, however, the Company shall be
entitled to notice of such failure and to cure such failure in accordance with
applicable loan documents; or
25. Judgments. If final judgment for the payment of
money shall be entered against the Company and if such judgment shall not be
vacated, satisfied or discharged within 30 days after the entry thereof or
within such longer period as the execution of such judgment shall have been
stayed, and if such judgment, together with all other such judgments, exceeds,
in the aggregate, $1,000,000.
26. Remedies. If any Event of Default shall have
occurred and be continuing:
27. Acceleration. The Holder may, by notice to the
Company, declare the entire outstanding principal of the Note, and all accrued
and unpaid interest thereon, to be due and payable immediately, and upon any
such declaration the entire outstanding principal of the Note and said accrued
and unpaid interest shall become and be immediately due and payable, without
presentment, demand, protest or other notice whatsoever, all of which are hereby
expressly waived.
28. Enforcement of Rights. The Holder may enforce its
rights by suit in equity, by action at law, or by any other appropriate
proceedings, whether for the specific performance (to the extent permitted by
law) of any covenant or agreement contained in this Note, the Loan Agreement or
the Security Agreement or in aid of the exercise of any power granted in this
Note, the Loan Agreement or the Security Agreement.
29. Conduct No Waiver; Collection Expenses. No course
of dealing on the part of any Holder, nor any delay or failure on the part of
any Holder to exercise any of its rights, shall operate as a waiver of such
right or otherwise prejudice such Holder's rights, powers and remedies. If the
Company fails to pay, when due, the principal of, the premium on, if any, or the
interest on the Note, the Company will pay to the Holder, to the extent
permitted by law, on demand, such further amounts as shall be sufficient to
cover the cost and expenses, including, but not limited to, all reasonable
attorneys' fees, incurred by the Holder in collecting any sums due on the Note.
If the Company fails to comply with any other provision of this Note or the Loan
Agreement, the Company will pay to the Holder, to the extent permitted by law,
on demand, such further amounts as shall be sufficient to cover the costs and
expenses, including, but not limited to, all reasonable attorneys' fees,
incurred by the Holder in enforcing any of its rights.
30. Remedies Cumulative. No right or remedy conferred
upon or reserved to the Holder under this Note or the Loan Agreement is intended
to be exclusive or any other right or remedy, and every right and remedy shall
be cumulative and in addition to every other right or remedy whether or not
given hereunder or hereafter existing under any applicable law. Every right and
remedy given by this Note or the Loan Agreement or by applicable law to the
Holder may be exercised from time to time and as often as may be deemed
expedient by the Holder.
31. Redemption. The Unpaid Principal sum of this Note
shall be redeemable as follows:
32. Optional Redemption.
33. Timing and Amount. The Unpaid Principal sum of
this Note will be redeemable for cash, at the option of the Company, subject to
the notice provisions described below, in whole or in part, at any time or from
time to time out of funds legally available therefor.
34. Partial Redemption. If less than all the Unpaid
Principal under the Note is to be redeemed pursuant to Section 4.1(a), a
new Note shall be issued representing the unredeemed Unpaid Principal without
any cost to the holder thereof.
35. Redemption Procedure.
36. Notice of Redemption. In the event the Company
shall exercise its option to redeem Unpaid Principal pursuant to
Section 4.1, notice of such redemption shall be given by courier or first
class mail, postage prepaid, at least 30 but no more than 60 days prior to the
redemption date, to the Holder's address as the same appears on the records of
the Company. Each such notice shall state: (1) the redemption date, (2) the
amount of Unpaid Principal to be redeemed from the Holder, (3) the place or
places where the Note is to be surrendered for payment of the Unpaid Principal
and (4) that interest on the Unpaid Principal to be redeemed shall cease to
accrue on such redemption date. Notice having been mailed as aforesaid, on and
after the redemption date, provided that all Unpaid Principal has been duly
repaid, (i) interest shall cease to accrue on the Note so called for redemption,
(ii) the Note so called for redemption shall no longer be deemed to be
outstanding, and (iii) all rights of the Holder of the Note so called for
redemption shall cease except the right to receive the repayment of the Unpaid
Principal, upon surrender of the Note.
37. Surrender of Note. If redemption of all the Unpaid
Principal is to occur, as a condition to the redemption payment, but not to the
redemption itself, the Holder shall be obligated to surrender the Note for
cancellation. If redemption is to occur for a portion of the Unpaid Principal,
then the fact of such partial redemption, including the amount paid and the date
through which payment is made shall be marked on the original Note or an allonge
and the original Note shall thereafter be returned to the Holder.
38. Redemption Upon a Change of Control
Event.
39. Timing and Amount. In the event there occurs a
Change of Control Event in which all or a portion of the consideration payable
to the holders of the Company's Common Stock is other than cash, the Company or
its successor (or its ultimate parent, in either case, the "Successor") shall
offer to redeem this Note held for an amount in cash equal to the total Unpaid
Principal owing under the Note, by delivery of a notice of such offer (a "Change
of Control Redemption Offer"). Upon a Change of Control Event, the Holder shall
have the right (but not the obligation) to require the Company or its Successor
to purchase the Note held by such holder for an amount in cash equal to the
total Unpaid Principal owing under the Note; it being understood that, as a
condition to the consummation of any such Change of Control Event, the Company
and any Successor shall have agreed to satisfy the obligations to the Holder
under this Section 4.3. The Holder shall also be permitted, until the fifth
(5th) business day following a Change of Control Event, to surrender
the Note to the Company or its Successor. In the event that the Holder does not
elect to convert or redeem the Holder's Note pursuant to the foregoing sentence,
the Holder shall retain any rights it has hereunder with respect to such Change
of Control Event, including to redeem its Note in connection with any subsequent
Change of Control Event.
40. Notice of Change of Control Event. Within ten
business days prior to the closing of a transaction which shall constitute a
Change of Control Event, the Company or its Successor shall give notice by mail
to the Holder, at such Holder's address as it appears on the transfer books of
the Company, of such Change of Control Event, which notice shall set forth the
Holder's right to require the Company to redeem all, but not less than all, of
the Unpaid Principal owing under the Note, the redemption date (which date shall
be no more than 30 business days following the date of such mailed notice), and
the procedures to be followed by the Holder in exercising its right to cause
such redemption. In the event the Holder shall elect to require the Company or
its Successor to redeem all Unpaid Principal owing under the Note pursuant to
Section 4.3(a), the Holder shall deliver on or prior to the redemption
date, a written notice to the Company or its Successor so stating, specifying
the amount of Unpaid Principal to be redeemed pursuant to Section 4.3(a).
The Company or its Successor shall, in accordance with the terms hereof, redeem
the amount of Unpaid Principal so specified on the date fixed for redemption.
Failure of the Company to give any notice required by this Section 4.3(b),
or the formal insufficiency of any such notice, shall not prejudice the rights
of the Holder to cause the Company or its Successor to redeem all Unpaid
Principal owing under the Note. Notwithstanding the foregoing, the Board of
Directors of the Company may modify any offer pursuant to this 4.3(b) to the
extent necessary to comply with any applicable provisions of the Exchange Act,
and the rules and regulations thereunder, including Section 14(e) and Rule 14e-1
thereof, but no such provisions or modifications shall in any way negate the
obligation of the Company or its Successor to redeem Unpaid Principal under this
Section 4.3.
41. Premium Rate. If the Company shall fail to comply
with any of the provisions of this Section 4 (other than the timely giving
of a notice pursuant to Section 4.3(b)), then in any such event, the applicable
interest rate shall be increased by an amount equal to the Premium Rate during
the period in which such failure shall be continuing.
42. No Impairment. The Company will not, by amendment
of its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Section 6 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Holder against
impairment.
43. Assignment. The rights and obligations of the
Company and the Holder of this Note shall be binding upon and benefit the
successors, assigns, heirs, administrators and transferees of the
parties.
44. Waiver and Amendment. Any provision of this Note
may be amended, waived or modified upon the written consent of the Company and
the Holder.
45. Notices. Any notice, request or other
communication required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered or if telegraphed or
mailed by registered or certified mail, postage prepaid, at the respective
addresses of the parties as set forth in the Loan Agreement. Any party hereto
may by notice so given change its address for future notice hereunder. Notice
shall conclusively be deemed to have been given when personally delivered or
when deposited in the mail or telegraphed in the manner set forth above and
shall be deemed to have been received when delivered.
46. Security. This Note is secured pursuant to the
terms of the Security Agreement.
47. Governing Law. This Note shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents, made and to be performed entirely within the State
of California.
48. Heading; References. All headings used herein are
used for convenience only and shall not be used to construe or interpret this
Note. Except where otherwise indicated, all references herein to Sections refer
to Sections hereof.
49. Entire Agreement. This Note, and any agreements
incorporated or referred to herein, contains the entire understanding between
the Company and Holder with respect to the subject matter hereof and supersedes
any and all prior or contemporaneous written or oral negotiations or agreements
between them regarding the subject matter hereof.
50. Severability; Usury. The provisions of this Note
shall be deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of the other
provisions hereof. If any provision of this Note, or the application thereof to
any Person or any circumstance, is invalid or unenforceable, including as a
result of any laws relating to usury, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Note and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability of such provision, or the application thereof, in
any other jurisdiction. In no event may any interest rate provided for hereunder
exceed the maximum rate permitted by any applicable law (the "Maximum Rate").
If, in any month, any interest rate, absent such limitation, would exceed the
Maximum Rate, then the interest rate for that month shall be the Maximum Rate,
and, if in future months, that interest rate would otherwise be less than the
Maximum Rate, then that interest rate shall remain at the Maximum Rate until
such time as the amount of interest paid hereunder equals the amount of interest
which would have been paid if the same had not been limited by the Maximum
Rate.
51. No Dividends, Repurchase, etc. So long as the Note
is outstanding, without the Holder's prior written consent no dividends (other
than those paid in the Company's equity securities) shall be paid or declared
and set apart for payment and no other distribution shall be made upon the
Company's equity securities, nor shall any of the Company's equity securities be
redeemed, purchased or otherwise acquired for any consideration (or any monies
paid to or made available for a sinking fund for redemption of any shares of any
such equity securities) by the Company (except by conversion into or exchange
for the Company's equity securities).
52. Miscellaneous. The Company hereby consents to
renewals and extensions of time at or after the Maturity Date. The Company for
itself and its legal successors and assigns, hereby waives diligence,
presentment, protest, dishonor, notice of dishonor, demand and notice of every
kind in connection with this Note. No extension of time for payment of any
amount owing hereunder shall affect the liability of the Company or any person
or entity, now or at any time hereafter, liable for payment of the indebtedness
evidenced hereby. No delay by the Company, including any delay because of a
default under any Indebtedness of the Company, or the Holder hereof in
exercising any power or right hereunder shall operate as a waiver of any power
or right hereunder. No waiver or modification of the terms of this Note shall be
valid unless in writing and signed by the Holder.