Exhibit 10.97
February 22, 2001
E-Loan, Inc.
0000 Xxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx
Re: E-LOAN -- SECURITIZATION COMMITMENT
Dear Xxxxx:
Reference is hereby made to the Master Loan and Security Agreement dated
as of May 10, 1999, as amended through and including the date hereof (the "Loan
Agreement") between E-Loan, Inc. ("E-Loan") and Greenwich Capital Financial
Products, Inc. ("Greenwich"). Capitalized terms used but not defined herein
shall have the meanings set forth in the Loan Agreement.
Pursuant to the Loan Agreement, Greenwich has agreed to provide interim
funding to E-Loan for the origination and acquisition of certain Mortgage Loans.
In consideration therefore, and other consideration, the receipt and sufficiency
of which are hereby acknowledged, E-Loan hereby grants Greenwich and its
affiliates the right to act as its exclusive lead underwriter/placement agent in
accordance with the terms and conditions set forth in the Summary of Terms set
forth in EXHIBIT A hereto. The provisions and conditions of the Summary of Terms
set forth in EXHIBIT A are incorporated herein by reference and shall be made
part hereof as though set forth herein in full. The appointment of Greenwich
gives Greenwich the right, BUT NOT THE OBLIGATION, to act as such
underwriter/placement agent.
This letter agreement sets forth the entire agreement of Greenwich and
E-Loan with respect to the subject matter hereof and supersedes all prior
discussions and correspondence between Greenwich and E-Loan with respect to the
subject matter hereof. This letter agreement shall be governed by the laws of
the State of New York governing contracts made and to be performed in such
state, without giving effect to principles of conflicts of law. This letter
agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed the same
document. This letter agreement may not be amended or modified except in writing
signed by both E-Loan and Greenwich.
Exhibit 10.97
Xx. Xxxxxx X. Xxxxxxx
February 22, 2001
Page Two
Please acknowledge your agreement to the foregoing by signing and
returning the enclosed copy of this letter to the undersigned. This agreement
shall become effective upon receipt by Greenwich of your signed acknowledgment
to the terms of this letter and will survive the expiration of the Loan
Agreement.
Sincerely,
/s/ XXXXXXX XXXXXXX
-----------------------------------------
Xxxxxxx Xxxxxxx
Senior Vice President
Agreed and Accepted as of the Date First Above Written:
E-LOAN, INC.
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: VP
Exhibit 10.97
EXHIBIT A
E-LOAN, INC.
SECURITIZATION FACILITY
SUMMARY OF TERMS
Loans: The loans eligible for the Securitization Facility (the
"Loans") are mortgage loans originated or purchased by E-Loan
which create a first lien on the related real property and
are underwritten according to guidelines approved by
Greenwich, and which are otherwise acceptable to Greenwich
and Greenwich Capital Markets, Inc. ("GCM").
Agent: E-Loan hereby appoints GCM as its exclusive lead manager in
connection with the disposition of Loans in an amount equal
to the Facility Amount (as described below). In such
capacity, GCM shall act as purchaser, underwriter or
placement agent, as mutually agreed.
Co-managers: E-Loan may designate one or more co-managers for the
securitization of any Loans under the Securitization
Facility; PROVIDED, HOWEVER, the amount of securities
allocated to any co-manager will not reduce the Facility
Amount.
Facility Amount: The first $350 million of securities secured by Loans
originated or purchased by the Company and not sold or under
contract for sale prior to the date hereof.
Fees: E-Loan hereby agrees to pay GCM a placement/underwriting fee
in an amount equal to then-applicable placement/underwriting
fees charged by GCM for securitizations of loans similar to
the Loans. The aggregate proceeds of the sale of Loans
pursuant to a securitization transaction will be applied,
first, to repay Greenwich, GCM and their affiliates all
amounts owing under any financing arrangement or repurchase
agreement with E-Loan or its affiliates.
Duties: E-Loan acknowledges that GCM and its affiliates are acting in
an independent capacity in connection with the Securitization
facility, as not as an agent or fiduciary of E-Loan or any
other person.
Documentation: The parties will work together to obtain mutually agreeable
documentation in connection with each securitization
transaction. Among other things, E-Loan will provide
representations and warranties and repurchase covenants
regarding the Loans which are reasonably acceptable to GCM
and applicable rating agencies. The parties will execute
GCM's standard
Exhibit 10.97
form of underwriting agreement or placement agency agreement,
which agreement will provide, among other things, for the
indemnification of GCM, its affiliates, directors, officers,
employees, agents, consultants and counsel under certain
circumstances.
Cooperation: The Company will cooperate fully with GCM as and to the
extent reasonably requested by GCM to effect a securitization
transaction of the Loans. The Company will furnish GCM with
all financial and other information concerning the Company as
GCM deems reasonably appropriate in connection with the
performance of the services contemplated by this letter and
in that connection will provide GCM with reasonable access
during normal business hours to the Company's officers,
directors, employees, accountants, and other representatives.
The Company acknowledges and confirms that GCM (i) will rely
on such information in the performance of the services
contemplated by this letter without independently
investigating or verifying any of it, and (ii) assumes no
responsibility for the accuracy or completeness of such
information.
Expenses: The Company shall pay all fees and expenses relating to any
sale or securitization of Loans, including but not limited to
the fees and disbursements of legal counsel (including GCM's
counsel, and investors' counsel in any private placement, if
retained), rating agency fees, credit enhancement fees, SEC
registration fees (or equivalent ratable fees of a GCM
affiliate in lieu thereof if such affiliate's shelf
registration is used), trustee fees, and customary auditors'
fees and due diligence expenses.
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