EXHIBIT 10.2
AMENDMENT NUMBER THREE
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 THREE is made this 26th day of November,
2002, by and between E-LOAN, INC., having an address at 0000 Xxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxx 00000 (the "'Borrower") and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., having an address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx
00000 (the "Lender"), to the Master Loan and Security Agreement, dated as of
March 21, 2002, by and between the Borrower and the Lender (the "Agreement").
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement.
RECITALS
WHEREAS, the Borrower has requested that the Lender agree to
amend the Agreement, to increase the Maximum Uncommitted Amount thereunder to
$275,000,000, to modify certain sub-limits thereunder end to make certain
additional changes as set forth herein;
WHEREAS, in order to induce the Lender to enter into this
Amendment Number THREE, the Borrower has agreed to pay the Lender a fee in an
amount equal to $150,000; and
WHEREAS, the Borrower and the Lender have agreed to amend the
Agreement as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and for the mutual covenants
herein contained, the parties hereto hereby agree as follows:
SECTION 1. Effective as of November 26, 2002, Section 1 of the
Agreement is hereby amended by deleting clause 10 to the definition of
Applicable Collateral Value and replacing it with the following:
(10) that is a HELOC, High LTV Loan, Second Lien Mortgage Loan or "B" or "C"
credit Mortgage Loan that is not covered by a Takeout Commitment or as to
which the related Takeout Commitment has expired or otherwise terminated
prior to the purchase of such Mortgage Loan by the related Takeout
Investor; or
SECTION 2. Effective as of November 26, 2002, Section 1 of the
Agreement is hereby amended by deleting clause 1 to the definition of Maximum
Credit and replacing it with the following:
(1) the Maximum Credit for Mortgage Loans which are Wet Loans may not exceed,
at any time, the lesser of (A) $40 million on any day which occurs during
the period from the seventh to last Business Day of each calendar month
through and including the sixth Business Day of the next succeeding
calendar month or (B) $30 million on any other date;
SECTION 3. Effective as of November 26, 2002, Section 1 of the
Agreement is hereby amended by deleting clauses 2 and 3 to the definition of
Maximum Credit and replacing it with the following:
(2) [Reserved];
(3) the aggregate Maximum Credit for Mortgage Loans which are HELOCs or Second
Lien Mortgage Loans may not exceed $70 million at any time;
SECTION 4. Effective as of November 26, 2002, Section 1 of the
Agreement is hereby amended by deleting the definition of Maximum Uncommitted
Amount and replacing it with the following:
"Maximum Uncommitted Amount" shall mean $275 million.
--------------------------
SECTION 5. Effective as of November 26, 2002, Section 2.01(b) of
the Agreement is hereby amended by adding the following sentence to the end
thereof:
The Lender may, at any time, terminate the uncommitted portion of
this Loan Agreement by providing written notice to the Borrower.
Within two (2) Business Days of receipt of such notice, the
Borrower agrees to repay the aggregate outstanding amount of all
Uncommitted Advances including all interest accrued thereon.
SECTION 6. Effective as of November 26, 2002, Schedule 1 to the
Agreement is hereby amended by adding the following representations after
representation (zz):
(aaa) No predatory or deceptive lending practices, including but
not limited to, the extension of credit to a mortgagor without regard
for the mortgagor's ability to repay the Mortgage Loan and the
extension of credit to a mortgagor which has no tangible net benefit
to the mortgagor, were employed in connection with the origination of
the Mortgage Loan.
(bbb) The Mortgage Loan is not a "High Cost Home Loan" within the
meaning of the Georgia Fair Lending Act (the "Georgia Act").
To the extent that the Mortgage Loan is a "Covered Loan" within
the meaning of the Georgia Act, the Mortgage Loan complies with
all provisions of the Georgia Act, and the Mortgage Loan was
either (i) a purchase money loan, or (ii) a refinancing of an
existing mortgage loan that had been closed more than five years
prior to the closing of such Mortgage Loan.
SECTION 7. Fee. In order to induce the Lender to enter into this
Amendment Number Three with the Borrower, the Borrower hereby agrees to pay to
the Lender a fee equal to $150,000 to be paid to the Lender upon execution of
this Amendment Number Three. Such fee shall be paid in dollars, in immediately
available funds, in accordance with the Lender's instructions. This Amendment
Number Three shall be effective upon Lender's receipt of such fee.
SECTION 8. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.
SECTION 9. Limited Effect. Except as amended hereby, the
Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Agreement or any other
instrument or document executed in connection therewith, or in any certificate,
letter or communication issued or made pursuant to, or with respect to, the
Agreement, any reference in any of such items to the Agreement being sufficient
to refer to the Agreement as amended hereby.
SECTION 10. Representations. In order to induce the Lender to
execute and deliver this Amendment Number Three, the Borrower hereby represents
to the Lender that as of the date hereof, the Borrower is in full compliance
with all of the terms and conditions of the Agreement and no Default or Event of
Default has occurred and is continuing under the Agreement.
SECTION 11. Governing Law. This Amendment Number Three shall be
construed in accordance with the laws of the State of New York and the
obligations, rights, and remedies of the parties hereunder shall be determined
in accordance with such laws without regard to conflict of laws doctrine applied
in such state (other than Section 5-1401 of the New York General Obligations
Law).
SECTION 12. Counterparts. This Amendment Number Three may be
executed by each of the parties hereto on any number of separate counterparts,
each of which shall be an original and all of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment Number Three to be executed and delivered by their duly authorized
officers as of the day and year first above written.
E-LOAN, INC.
(Borrower)
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP Capital Markets
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By:
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
