Q3 2002 Exhibit 10.36





Exhibit 10.36



 

NINTH MODIFICATION AGREEMENT


THIS EIGHTH MODIFICATION AGREEMENT (the
"Agreement") is made as of the 21st day of August, 2002, by and among
E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the
"Lender"). 


BACKGROUND



The Borrower and the Lender entered into a Warehouse Credit
Agreement, dated as of November 1, 2001, 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 Amended and
Restated Note, dated as of December 17, 2001 (the "Note") in the
stated principal amount of $70,000,000 and secured by, among other things, a
Warehouse Security Agreement dated as of November 1, 2001, as amended (as so
amended, the "Warehouse Security Agreement") between the Borrower and
the Lender granting the Lender 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 has
agreed to such modification, 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 not to
exceed $50,000,000, or such other amount as Lender, in its sole discretion, may
determine from time to time, provided however, that during the period of August
21, 2002 through October 15, 2002, Commitment shall not exceed
$150,000,000."



  



2.Note.  The Note shall be amended and restated to
provide that the principal amount due thereunder shall be One Hundred Fifty
Million US Dollars ($150,000,000).



 

3.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;


(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; and



(c)Each reference in the Warehouse Credit
Agreement and the Note to the Warehouse Security Agreement shall mean and be a
reference to the Warehouse Security Agreement as amended hereby.



4.Ratification of Documents.


(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 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.


5.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.


6.Miscellaneous.


(a)This Agreement shall be governed by and
construed according to the laws of the State of Delaware 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:____________________________________

Name:

Title:


 

GMAC Bank


 

By:____________________________________

Name:

Title: