Q3 2002 Exhibit 10.37




Exhibit 10.37


AMENDMENT NUMBER TWO

to the

Master Loan and Security Agreement

Dated as of March 21, 2002

by and between

E-LOAN, INC.

and

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.



 

This AMENDMENT NUMBER TWO is made this 26th
day of August, 2002, by and between E-LOAN, INC., having an address at 5875
Arnold Road, Dublin, California 94568 (the "Borrower") and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat
Road, Greenwich, Connecticut 06830 (the "Lender"), to the
Master Loan and Security Agreement, dated as of March 21, 2002, by and between
the Borrower and the Lender (the "Agreement").  Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement.


RECITALS


WHEREAS, the Borrower has requested that the Lender agree
to amend the Agreement, for a period of ninety days, to increase the Maximum
Uncommitted Amount thereunder to $275,000,000 and modify the sub-limit
applicable to wet loans thereunder;



WHEREAS, in order to induce the Lender to enter into
this Amendment Number Two, the Borrower has agreed to pay the Lender a
commitment fee in an amount equal to $150,000; and



WHEREAS, the Borrower and the Lender have agreed to
amend the Agreement as set forth herein.



NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and for the mutual
covenants herein contained, the parties hereto hereby agree as follows:



SECTION 1.Effective as of August 26, 2002, Section 1
of the Agreement is hereby amended by deleting clause 1 to the definition of
Maximum Credit and replacing it with the following:  


(1)the Maximum Credit for Mortgage Loans which are Wet
Loans may not exceed, at any time, the lesser of (A) $25 million (or during the
period from August 26, 2002 to November 26, 2002, $40 million) on any day which
occurs during the period from the seventh to last Business Day of each calendar
month through and including the sixth Business Day of the next succeeding
calendar month or (B) $15 million (or during the period from August 26, 2002 to
November 26, 2002, $30 million) on any other date;









SECTION 2.Effective as of August 26, 2002, Section 1
of the Agreement is hereby amended by deleting the definition of Maximum
Uncommitted Amount and replacing it with the following:  


"Maximum Uncommitted Amount" shall mean $150
million; provided that, during the period commencing on August 26, 2002 and
ending on November 26, 2002, such amount shall be $275 million.







SECTION 2.  Commitment Fee.  In order to
induce the Lender to enter into this Amendment Number Two with the Borrower, the
Borrower hereby agrees to pay to the Lender a commitment fee equal to $150,000
to be paid to the Lender upon execution of this Amendment Number Two.  Such
commitment fee shall be paid in dollars, in immediately available funds, in
accordance with the Lender's instructions.  This Amendment Number Two shall be
effective upon Lender's receipt of such commitment fee and a new Note in the
amount of $425,000,000 to replace the existing Note for $300,000,000.  



SECTION 3.  Defined Terms.  Any terms
capitalized but not otherwise defined herein shall have the respective meanings
set forth in the Agreement.



SECTION 4.  Limited Effect.  Except as amended
hereby, the Agreement shall continue in full force and effect in accordance with
its terms.  Reference to this Amendment need not be made in the Agreement or any
other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to, or with respect
to, the Agreement, any reference in any of such items to the Agreement being
sufficient to refer to the Agreement as amended hereby.



SECTION 5.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number Two, the Borrower
hereby represents to the Lender that as of the date hereof, the Borrower is in
full compliance with all of the terms and conditions of the Agreement and no
Default or Event of Default has occurred and is continuing under the
Agreement.



SECTION 6.  Governing Law. This Amendment
Number Two shall be construed in accordance with the laws of the State of New
York and the obligations, rights, and remedies of the parties hereunder shall be
determined in accordance with such laws without regard to conflict of laws
doctrine applied in such state (other than Section 5-1401 of the New York
General Obligations Law).



SECTION 7.  Counterparts.  This Amendment
Number Two may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.



 

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IN WITNESS WHEREOF, the Borrower and the Lender have
caused this Amendment Number Two to be executed and delivered by their duly
authorized officers as of the day and year first above written.



E-LOAN, INC.
(Borrower)


 

By: _________________________

Name:

Title:


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC. 

(Lender)


 

By: _________________________

Name:

Title: