Exhibit 10.34

 

EIGHTH MODIFICATION AGREEMENT

THIS EIGHTH MODIFICATION AGREEMENT (the "Agreement") ismade as of the 31st day of July, 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 WarehouseCredit Agreement, dated as of November 1, 2001, as amended (as so amended,the "Warehouse Credit Agreement") pursuant to which the Lender agreed to makeadvances (the "Advances") to the Borrower in accordance with the provisions ofthe Warehouse Credit Agreement.  All capitalized terms used herein and nototherwise defined shall have the meanings set forth in the Warehouse CreditAgreement.

The Advances are evidenced by the Borrower's Amended andRestated Note, dated as of December 17, 2001 (the "Note") in the statedprincipal amount of $70,000,000 and secured by, among other things, a WarehouseSecurity Agreement dated as of November 1, 2001, as amended (as so amended,the "Warehouse Security Agreement") between the Borrower and the Lender grantingthe Lender a security interest in certain of the Borrower's assets.

The Borrower has requested that the Lender make certainmodifications to the terms of the Warehouse Credit Agreement, and the Lender hasagreed to such modification, subject to the terms and conditions of thisAgreement.

NOW, THEREFORE, the parties hereto, intending to be legallybound hereby, agree as follows:

Warehouse CreditAgreement
.  The Warehouse Credit Agreement is hereby amended asfollows:

The definition of "Commitment"contained in Section 1.01 of the Warehouse Credit Agreement is amended toread in full as follows:

"'Commitment' shall mean the obligation of theLender to make Advances in an aggregate principal amount outstanding at any timenot to exceed $50,000,000, or such other amount as Lender, in its solediscretion, may determine from time to time, provided however, that during theperiod of July 31, 2002 through September 30, 2002, Commitment shallnot exceed $70,000,000."

References to CreditDocuments
.  Upon the effectiveness of this Agreement:

Each reference in the WarehouseCredit Agreement to "this Agreement," "hereunder," "hereof," "herein" or wordsof like import, and each reference in the Restated Note and the WarehouseSecurity Agreement to the Warehouse Credit Agreement, shall mean and be areference to the Warehouse Credit Agreement as amended hereby;

Each reference in the Warehouse Credit Agreement and theWarehouse Security Agreement to the Note shall mean and be a reference to theRestated Note; and

Each reference in the Warehouse Credit Agreement and theNote to the Warehouse Security Agreement shall mean and be a reference to theWarehouse Security Agreement as amended hereby.

Ratification of Documents
.

Except as specifically amendedherein or amended and restated in the Restated Note, the Warehouse CreditAgreement, the Note and the Warehouse Security Agreement shall remain unalteredand in full force and effect and are hereby ratified and confirmed.

The execution, delivery and effectiveness of thisAgreement 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 theWarehouse Credit Agreement, the Note or the Warehouse Security Agreement norconstitute a waiver of any default or Event of Default under the WarehouseCredit Agreement, the Note or the Warehouse Security Agreement.

Representations and Warranties
. TheBorrower hereby certifies that (i) the representations and warranties whichit made in the Warehouse Credit Agreement and the Warehouse Security Agreementare true and correct as of the date hereof and (ii) no Event of Default andno event which could become an Event of Default with the passage of time or thegiving of notice, or both, under the Note, the Warehouse Credit Agreement or theWarehouse Security Agreement exists on the date hereof.

Miscellaneous
.

This Agreement shall be governed byand construed according to the laws of the State of Delaware without regard toprinciples of conflicts of laws and shall be binding upon and shall inure to thebenefit of the parties hereto, their successors and assigns.

This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

This Agreement is intended to take effect as a documentunder seal.

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the day and year first above written.

E-LOAN, INC.

By: __________________________