FY2003 10K Exhibit 10.64





                         Exhibit 10.64 




SEVENTEENTH MODIFICATION AGREEMENT


THIS SEVENTEENTH MODIFICATION AGREEMENT (the
"Agreement") is made as of the 12th day of  November, 2003,
by and among E-LOAN, INC. (the "Borrower"), and GMAC Mortgage Corporation, a
Pennsylvania corporation ("GMACM"), as successor to all rights, title,
interest and obligations under that certain Master Warehouse Loan Purchase and
Sale Agreement dated as of September 24,  2003 ("Purchase Agreement"),
by and among GMACM and GMAC Bank, a federal savings 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 Fourth Amended
and Restated Note, dated as of May 6, 2003 (the "Note") in the stated
principal amount of $155,000,000 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.



Pursuant to the Purchase Agreement, GMACM is the successor of all rights,
title, interest and obligations of Lender under the Warehouse Credit Agreement
and Collateral Documents.


The Borrower has requested that GMACM make certain
modifications to the terms of the Warehouse Credit Agreement, and GMACM 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 $150,000,000, or such other amount as Lender, in its sole discretion, may
determine from time to time."






(b)The definition of "Expiry Date " contained in Section 1.01 of the
Warehouse Credit Agreement is revised as follows:

""Expiry Date" shall mean the earlier
of (i) January 31, 2004, as such date may be extended upon mutual agreement
between the Borrower and the Lender from time to time, and (ii) the date that is
120 days after the date on which the Lender shall have given the Borrower the
notice referred to in Section 9.13 hereof."


 





2.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.



3.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.


4.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.


5.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. 
	 	
Attorney-In-Fact for GMAC MORTGAGE CORPORATION

	 	 	 




	
By: /s/  Joseph Kennedy

   President 
	
               
	
By:       /s/  John Doulong

   Name: John Doulong

   Title: Vice President of GMAC Bank