Q3 2002 Exhibit 10.31





Exhibit 10.31

 

SEVENTH MODIFICATION AGREEMENT

THIS SEVENTH MODIFICATION AGREEMENT (the "Agreement") is
made as of the 29th day of May, 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:




	Warehouse Credit Agreement.
The Warehouse Credit Agreement is hereby amended as follows:



	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 May 29, 2002 through July 31, 2002, Commitment shall not exceed
$70,000,000."


	References to Credit
Documents.  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 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;


	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


	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.


	Ratification of Documents.



	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.


	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.


	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.


	Miscellaneous.



	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.


	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.


	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: ________________________

President

GMAC Bank

By: ________________________

Senior Vice President