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 26thday of August, 2002, by and between E-LOAN, INC., having an address at 5875Arnold Road, Dublin, California 94568 (the "Borrower") andGREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 SteamboatRoad, Greenwich, Connecticut 06830 (the "Lender"), to theMaster Loan and Security Agreement, dated as of March 21, 2002, by and betweenthe Borrower and the Lender (the "Agreement").  Capitalizedterms used but not otherwise defined herein shall have the meanings assigned tosuch terms in the Agreement.

RECITALS

	WHEREAS, the Borrower has requested that the Lender agreeto amend the Agreement, for a period of ninety days, to increase the MaximumUncommitted Amount thereunder to $275,000,000 and modify the sub-limitapplicable to wet loans thereunder;

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

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

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

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

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

	

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

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

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

		SECTION 3.  Defined Terms.  Any termscapitalized but not otherwise defined herein shall have the respective meaningsset forth in the Agreement.

		SECTION 4.  Limited Effect.  Except as amendedhereby, the Agreement shall continue in full force and effect in accordance withits terms.  Reference to this Amendment need not be made in the Agreement or anyother instrument or document executed in connection therewith, or in anycertificate, letter or communication issued or made pursuant to, or with respectto, the Agreement, any reference in any of such items to the Agreement beingsufficient to refer to the Agreement as amended hereby.

		SECTION 5.  Representations.  In order toinduce the Lender to execute and deliver this Amendment Number Two, the Borrowerhereby represents to the Lender that as of the date hereof, the Borrower is infull compliance with all of the terms and conditions of the Agreement and noDefault or Event of Default has occurred and is continuing under theAgreement.

		SECTION 6.  Governing Law. This AmendmentNumber Two shall be construed in accordance with the laws of the State of NewYork and the obligations, rights, and remedies of the parties hereunder shall bedetermined in accordance with such laws without regard to conflict of lawsdoctrine applied in such state (other than Section 5-1401 of the New YorkGeneral Obligations Law).

		SECTION 7.  Counterparts.  This AmendmentNumber Two may be executed by each of the parties hereto on any number ofseparate counterparts, each of which shall be an original and all of which takentogether shall constitute one and the same instrument.

 

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	IN WITNESS WHEREOF, the Borrower and the Lender havecaused this Amendment Number Two to be executed and delivered by their dulyauthorized 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:

 

 

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