EXHIBIT
10.1

 

AMENDMENT
NUMBER FOURTEEN 

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 FOURTEEN is made this 14th day of
March, 2005, by and between E-LOAN, INC., having an address at 6230 Stoneridge
Mall Road, Pleasanton, California 94588 (the “Borrower”) and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat
Road, Greenwich, Connecticut 06830 (the “Lender”), to
the Master Loan and Security Agreement, dated as of March 21, 2002, by and
between the Borrower and the Lender, as amended (the “Loan
Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Loan Agreement.




RECITALS




WHEREAS,
the Borrower has requested that the Lender agree to amend the Loan Agreement to
amend various limits of the facility and the Borrower and the Lender have agreed
to make such additional modifications to the Loan Agreement as more expressly
set forth below.




WHEREAS,
as of the date of this Amendment Number Fourteen, the Borrower represents to the
Lender that it is in compliance with all of the representations and warranties
and all of the affirmative and negative covenants set forth in the Loan
Agreement and is not in default under the Loan Agreement.




WHEREAS,
in order to induce the Lender to enter into this Amendment Number Fourteen, the
Borrower has agreed to pay to the Lender an additional commitment fee in an
amount equal to $600,000, payable as provided herein.




WHEREAS,
the Borrower and the Lender have agreed to amend the Loan 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 March 14, 2005, Section 1 of the Loan Agreement is hereby amended by
deleting the definition of Applicable Margin and replacing it with the
following: 




“Applicable
Margin” shall
mean with respect to Advances that are Tranche A Advances, Tranche B Advances
and Tranche C Advances respectively, and which are secured by the Mortgage
Loans, the applicable rate per annum set forth below for each day that such
Advances shall be so secured:


























 

Tranche
A Advances    0.75%

Tranche
B Advances    1.15%

Tranche C
Advances    0.875%

 

SECTION
2.   Effective as of March 14, 2005, the definition of “Collateral
Value” set forth in Section 1 of the Loan Agreement is hereby amended by (i)
deleting the “or” at the end of clause (10); (ii) deleting the “.” at the end of
clause (11) and replacing it with “;”; and (iii) adding the following subparts
at the end thereto:  

 

(12)     
that is a HELOC or Second Lien Mortgage Loan that is not covered by a Takeout
Commitment during any period between the 76th and 120th
day (inclusive) such HELOC or Second Lien Mortgage Loan is subject to the terms
of this Loan Agreement; or

 

(13)     
that is a HELOC or Second Lien Mortgage Loan which has been subject to this Loan
Agreement for greater than one hundred twenty (120) days.

 

SECTION
3.   Effective as of March 14, 2005, Section 1 of the Agreement is
hereby amended by deleting clause (4) to the definition of Maximum Credit and
replacing it with the following:

 

(4)        
the Maximum Credit for “B” and “C” credit Mortgage Loans may not exceed $35
million at any time;

 

SECTION
4.   Effective as of March 14, 2005, Section 1 of the Loan Agreement
is hereby amended by deleting clause (5) to the definition of Maximum Credit and
replacing it with the following:  

 

 (5)      
the Maximum Credit for all High LTV Loans may not exceed $35 million at any
time; and

 

SECTION
5.   Effective as of March 14, 2005, Section 1 of the Agreement is
hereby amended by deleting clause (6) to the definition of Maximum Credit and
replacing it with the following:

 

(6)       
the Maximum Credit for all HELOCs and Second Lien Mortgage Loans that are not
covered by a Takeout Commitment may not exceed $250 million at any time and the
Maximum Credit for all Mortgage Loans that are not covered by a Takeout
Commitment may not exceed $350 million at any time.

 

SECTION
6.   Effective as of March 14, 2005, Section 1 of the Loan Agreement
is hereby amended by deleting the definition of Termination Date and replacing
it with the following:  

 

 







2











 


“Termination
Date” shall mean March 13, 2006, or such earlier date on which this Loan
Agreement shall terminate in accordance with the provisions hereof or by
operation of law.

 

SECTION
7.  Commitment Fee.  In order to induce the Lender to enter
into this Amendment Number Fourteen with the Borrower, the Borrower hereby
agrees to pay to the Lender a commitment fee equal to $600,000 to be paid to the
Lender on or before March 14, 2005.  Such commitment fee shall be paid in
dollars, in immediately available funds, in accordance with the Lender’s
instructions.

 

SECTION
8.   Fees and Expenses. The Borrower agrees to pay to the
Lender all fees and out of pocket expenses incurred by the Lender in connection
with this Amendment Number Fourteen (including all reasonable fees and out of
pocket costs and expenses of the Lender’s legal counsel incurred in connection
with this Amendment Number Fourteen), in accordance with Section 11.03 of the
Loan Agreement.

 

SECTION
9.  Defined Terms.  Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Loan
Agreement.

 

SECTION
10.  Limited Effect.  Except as amended hereby, the Loan
Agreement shall continue in full force and effect in accordance with its
terms.  Reference to this Amendment Number Fourteen need not be made in the
Loan 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 Loan Agreement, any reference in any of
such items to the Loan Agreement being sufficient to refer to the Loan Agreement
as amended hereby.

 

SECTION
11.  Representations.  In order to induce the Lender to execute
and deliver this Amendment Number Fourteen, 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 Loan Agreement and no Default or Event of
Default has occurred and is continuing under the Loan Agreement.

 

SECTION
12.  Governing Law. This Amendment Number Fourteen 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 Sections 5-1401 and 5-1402 of the New York General
Obligations Law).

 

SECTION
13.  Counterparts.  This Amendment Number Fourteen 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.

 

[Signature Page
Follows]

 



 

          
IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment
Number Fourteen 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:	 
	 	 	 Title:	 
	 	 	 	 
	 	 	GREENWICH
      CAPITAL FINANCIAL PRODUCTS. INC. 	 
	 	 	 (Lender)	 
	 	 	 	 
	 	 	 	 
	 	 	 By:                                                                  
      	 
	 	 	 Name:	 
	 	 	 Title:	 
	 	 	 	 








 

 








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