FY2002 10K Exhibit 10.101





                         Exhibit 10.101 




AMENDMENT NUMBER FIVE 

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 FIVE is made this 31st
day of March, 2003, by and between E-LOAN, INC., having an address at 5875
Arnold Road, Dublin, California 94568 (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 "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 Loan Agreement to extend the Termination Date
thereunder to March 30, 2004 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
Five, 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 Five, the Borrower has agreed to pay to the Lender an
additional commitment fee in an amount equal to $1,000,000, payable in two
installments of $500,000 each.



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 March 31, 2003, the
definition of "Applicable Collateral Percentage" in Section 1 of the
Loan Agreement is hereby amended to read in its entirety as follows:


"Applicable Collateral Percentage" shall
mean with respect to each Advance:
(a)in the case of "A" credit Dry Loans (other
than High LTV Loans) and HELOCs:
(1) which are 0 to 29 days past due with respect to scheduled
principal and interest payments, 98% (or 99% with respect to any such Loans as
to which the Lender has issued a written commitment to purchase), and (2) which
are 30 days or more past due with respect to scheduled principal and interest
payments, 0%; 



(b)in the case of "B" or "C" credit
Loans and High LTV Loans:
(1) which are 0 to 29 days past due with respect to scheduled
principal and interest payments, 96% (or 97% with respect to any such Loans as
to which the Lender has issued a written commitment to purchase), and (2) which
are 30 days or more past due with respect to scheduled principal and interest
payments, 0%; and







(c)in the case of  "A" credit Wet
Loans:
(1) for which all Required Documents have not been delivered
for 0 to 10 days, 98% (or 99% with respect to any such Loans as to which the
Lender has issued a written commitment to purchase), and (2) for which all
Required Documents have not been delivered within 10 days, 0%.







SECTION 2.Effective as of March 31, 2003, the
definition of "Business Day" in Section 1 of the Loan Agreement is
hereby amended to read in its entirety as follows:


"Business Day" shall mean any day other than
(i) a Saturday or Sunday, (ii) a day on which the New York Stock Exchange, the
Federal Reserve Bank of New York, the Custodian or banking and savings and loan
institutions in the State of New York, California or Connecticut or the City of
New York or the city or state in which the Custodian's offices are located are
closed, or (iii) a day on which trading in securities on the New York Stock
Exchange or any other major securities exchange in the United States is not
conducted.







SECTION 3.Effective as of March 31, 2003, Section 1
of the Agreement is hereby amended by deleting the definition of Maximum
Committed Amount and replacing it with the following:  



"Maximum Committed Amount" shall
mean $200 million.



SECTION 4.Effective as of March 31, 2003, Section 1
of the Agreement is hereby amended by deleting the definition of Maximum Credit
and replacing it with the following:  


"Maximum Credit" shall mean the sum of the
Maximum Committed Amount and the Maximum Uncommitted Amount (reduced by the
amount outstanding under any other gestation, financing or repurchase documents
entered into between Lender and Borrower); provided, however, the following
limitations on Maximum Credit shall apply:










	the Maximum Credit for Mortgage Loans which are Wet Loans
may not exceed, at any time, $50 million;


	the Maximum Credit for Mortgage Loans which are Second
Lien Mortgage Loans may not exceed $5 million at any time;


	the Maximum Credit for Mortgage Loans which are HELOCs
may not exceed $70 million at any time; provided that, solely to the extent that
the Lender has agreed to act as lead or co-lead underwriter with respect to such
Mortgage Loans, such amount shall be increased to $150 million;


	the Maximum Credit for "B" and "C"
credit Mortgage Loans may not exceed $15 million at any time; 


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


	the Maximum Credit for all Mortgage Loans that are not
covered by a Takeout Commitment may not exceed $80 million at any
time.

SECTION 5.Effective as of March 31, 2003, 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 $200 million.



SECTION 6.Effective as of March 31, 2003, Section 1
of the Agreement is hereby amended by deleting the definition of Termination
Date and replacing it with the following:  


"Termination Date" shall mean March 30,
2004, or such earlier date on which this Loan Agreement shall terminate in
accordance with the provisions hereof or by operation of law.




SECTION 7.Effective as of March 31, 2003, Section 2.01(b) of the
Loan Agreement is hereby amended by adding the following sentences 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 thirty five calendar 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 8.Effective as of March 31, 2003, Section 5.02(i) of the
Loan Agreement is hereby amended to read in its entirety as follows:


(i)  There shall not have occurred: 


(i)an event or events resulting in the inability of the
Lender to finance any Advances with traditional counterparties at rates which
would have been reasonable prior to the occurrence of such event or events or a
material adverse change in the financial condition of the Lender which affects
(or can reasonably be expected to affect) materially and adversely the ability
of the Lender to fund its obligations under or otherwise comply with the terms
of this Loan Agreement; or














	any other event beyond the control of the Lender which
the Lender reasonably determines may result in the Lender's inability to perform
its obligations under this Loan Agreement including, without limitation, acts of
God, strikes, lockouts, riots, acts of war or terrorism, epidemics,
nationalization, expropriation, currency restrictions, fire, communication line
failures, computer viruses, power failures, earthquakes, or other disasters of a
similar nature to the foregoing.


In the event of an occurrence of any of the events described
in clauses (i) or (ii) above, the Commitment Fee payable by the Borrower shall
be prorated on the basis of the actual number of days during which this Loan
Agreement was in effect following March 31, 2003.








SECTION 9.Effective as of March 31, 2003, Section 6.16 of the
Loan Agreement is hereby amended to read in its entirety as follows:

6.16Tangible Net Worth;
Liquidity.  The Borrower's Tangible Net Worth is not less than the
greater of (i) $40,000,000 or (ii) any higher amount provided under any other
repurchase, financing, credit or other similar transaction to which the Borrower
is a party. The Borrower has Cash Equivalents in an amount not less than
$15,000,000 (taking into account any amounts held by the Lender pursuant to
Section 5.01(n) of this Loan Agreement).  The ratio of the Borrower's Total
Indebtedness to Tangible Net Worth is not greater than the lesser of (i) 10:1 or
(ii) any ratio provided under any other repurchase, financing, credit or other
similar transaction to which the Borrower is a party. 







SECTION 10.  Effective as of March 31, 2003, Section 7.17 of the Loan
Agreement is hereby amended to read in its entirety as follows:


7.17Maintenance of Tangible
Net Worth.  The Borrower shall not permit Tangible Net Worth at any time
to be less than $40,000,000 or such higher amount provided under any other
repurchase, financing, credit or other similar facility entered into by the
Borrower.







SECTION 11.  Effective as of March 31, 2003, Section
7.27 of the Loan Agreement is hereby amended to read in its entirety as
follows:


7.27Committed Warehouse Facilities.  The
Borrower shall at all times have at least $150,000,000 available under committed
revolving facilities (with recognized third party lenders other than with
Lender).  Such other committed revolving facilities shall permit Borrower to
borrow at least $50,000,000 secured by wet loans.






SECTION 12.Effective as of March 31, 2003, Article XI of the Loan
Agreement is hereby amended by adding the following new sections 11.19 and 11.20
to the end thereof:


11.19  Replacement by Repurchase Agreement.
The Borrower hereby acknowledges and agrees that this Loan Agreement may at any
time and without any further cost to the Borrower, in the sole discretion of the
Lender, be replaced by a repurchase facility with substantially similar terms as
those contained in this Loan Agreement. The Borrower hereby agrees to take such
action and execute such documents and instruments as is necessary to effectuate
such conversion.






11.20 Entire Agreement .  This Loan
Agreement embodies the entire agreement and understanding of the parties hereto
and supersedes any and all prior agreements, arrangements and understandings
relating to the matters provided for herein, provided that the Mortgage Loan
Purchase and Sale Agreement dated September 25, 1998 between Borrower and Lender
shall remain in full force and effect in accordance with its terms. No
alteration, waiver, amendments, or change or supplement hereto shall be binding
or effective unless the same is set forth in writing by a duly authorized
representative of each party hereto.







SECTION 13.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 Five (including all reasonable
fees and out of pocket costs and expenses of the Lender's legal counsel incurred
in connection with this Amendment Number Five), in accordance with Section 11.03
of the Loan Agreement.



SECTION 14. Commitment Fee and Non-Utilization
Fee. In order to induce the Lender to enter into this Amendment Number Five,
the Borrower hereby agrees to pay to the Lender, in addition to any other
amounts required pursuant to the Agreement, an additional Commitment Fee in the
aggregate amount of $1,000,000 payable in two equal installments of $500,000 the
first such installment payable on the date of this Amendment Number Five and the
second installment payable on June 30, 2003, and to continue to pay the Non-
Utilization Fee, if applicable, as provided in Section 3.05 of the Loan
Agreement. The Lender may, in its sole discretion, net any such additional
Commitment Fee or Non-Utilization Fee from the proceeds of any Advance made to
the Borrower.



SECTION 15.  Effectiveness of Amendment.
This Amendment Number Five shall be effective upon Lender's receipt of the
portion of the Additional Commitment Fee equal to $500,000 which is payable on
the date hereof and a new Note in the amount of $400,000,000 to replace the
existing Note for $425,000,000.   



SECTION 16.  Defined Terms.  Any terms capitalized
but not otherwise defined herein should have the respective meanings set forth
in the Agreement.



SECTION 17.  Limited Effect.  Except as
amended hereby, the Agreement shall continue in full force and effect in
accordance with its terms.  Reference to this Amendment Number Five 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 18.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number Five, 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 19.  Governing Law. This Amendment
Number Five 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 20.  Counterparts.  This Amendment
Number Five 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 Five to be executed and delivered by their duly
authorized officers as of the day and year first above written.



E-LOAN, INC.
(Borrower)


 

By:  Matt Roberts

Name:  Matt Roberts

Title:  CFO


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC. 

(Lender)


 

By:  /s/

Name:  Anthony Palmisano

Title:  Vice President