Q2 2004 Exhibit 10.12





                                           Exhibit 10.12




*Confidential Treatment
Requested

FOURTH AMENDMENT TO CREDIT AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT is made
and entered into as of June 29, 2004 (as it may be modified, supplemented or
amended from time to time in accordance with its terms, this
"Amendment") by and among E-LOAN AUTO FUND ONE, LLC, a
Delaware limited liability company (the "Borrower"), E-LOAN,
INC., a Delaware corporation (the "E-Loan"), and MERRILL
LYNCH BANK USA, an industrial loan company organized under the laws of Utah
(together with its successors and assigns, the "Lender").

BACKGROUND

WHEREAS, the Borrower and the Lender entered into a
Credit Agreement dated as of June 1, 2002, as amended by the First
Amendment dated as of September 16, 2002 and as amended by the Second Amendment
dated as of June 3, 2003 and as amended by the Third Amendment dated as of July
14, 2003 (as amended, supplemented and otherwise modified from time to time, the
"Existing Credit Agreement"), pursuant to which the Lender
extended financing to the Borrower on the terms and conditions set forth
therein;

WHEREAS, the parties to the Existing Credit Agreement
desire to amend the Existing Credit Agreement;

NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto agree as follows:


SECTION 1.  Defined Terms.  Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned to
them in the Existing Credit Agreement.


SECTION 2.  Amendment.  Effective upon the execution and
delivery of this Amendment: 


(a)   Schedule N of the Table of Contents of the Existing Credit Agreement
("SCHEDULE N FORM OF DEALER AGREEMENT") shall be amended and restated
in its entirety as follows:


"SCHEDULE N - RESERVED". 




(b)   The Table of Contents of the Existing Credit Agreement shall be amended by
deleting "SCHEDULE O FORM OF E-FUND AGREEMENT" and replacing it with
"SCHEDULE O FORM OF POWERCHECK®".


(c)    Section 1.7 of the Existing Credit Agreement shall be amended by (i)
deleting "Schedule N Form of Dealer Agreement" and replacing it with
"Schedule N - Reserved", and (ii) deleting "Schedule O - Form of
E-Fund Agreement" and replacing it with "Schedule O - Form of
PowerCheck®". 


(d)    Section 2.7.1 of the Existing Credit Agreement shall be amended and
restated in its entirety as follows:


2.7.1The Borrower's obligation to pay the principal of and interest on
all amounts advanced by the Lender pursuant to all Advances shall be evidenced
by a note of the Borrower (the "Note"), which shall (1) be dated the
Closing Date, (2) be in the stated principal amount of up to the Credit Facility
Limit, (3) bear interest as provided herein, (4) be payable to the order of the
Lender and mature on the Termination Date, (5) be entitled to the benefit of the
Auto Fund Security Agreement and (6) be substantially in the form of Schedule L
to this Agreement.




(e)    Section 3.7(a) of the Existing Credit Agreement shall be amended and
restated in its entirety as follows:


(a)At all times on and after the Closing Date, the
Borrower shall have established and shall maintain one or more Hedge Agreements
with an aggregate notional schedule provided by the Administrator on behalf of
the Borrower and acceptable to the Lender and consistent with a strategy
designed to offset the risk of interest rate movements, which strategy (the
"Hedge Strategy") shall include, without limitation, the execution of
Hedge Agreements which (i) are calculated to avoid or remedy any Excess Spread
Deficiency or Swap Spread Deficiency, (ii) provide that the notional amounts
thereunder shall amortize according to the expected amortization of the
Aggregate Loan Balance as of the date of execution of each such Hedge Agreement
(assuming a prepayment speed of 1.4% or 1.5% ABS) and (iii) in the
aggregate, shall cover 100% of the then Aggregate Loan Balance (as adjusted from
time to time pursuant to the terms hereof).  The Borrower shall deliver to the
Secured Party a copy of each Hedge Agreement entered into between the Borrower
and any other Person and each confirmation related thereto.  As additional
security hereunder, the Borrower shall, pursuant to the Auto Fund Security
Agreement, assign to the Lender all rights (but none of the obligations) of the
Borrower under each Hedge Agreement, including, but not limited to, all present
and future amounts payable by a Hedge Counterparty to the Borrower under or in
connection with such Hedge Agreement, and all such amounts payable by a Hedge
Counterparty shall be paid by it directly to the Collection Account. The
Borrower acknowledges that, as a result of such assignment, it may not, without
the prior written consent of the Lender, exercise any rights under any Hedge
Agreement that would adversely affect the rights of the Lender, as the
beneficiary of the Borrower's assignment of its rights under such Hedge
Agreement to the Lender; provided that nothing herein or in the Auto Fund
Security Agreement shall have the effect of releasing the Borrower from any of
its obligations under a Hedge Agreement nor be construed as requiring the
consent of the Lender for the performance of the Borrower's obligations
thereunder.




(f)    Section 3.7(d) of the Existing Credit Agreement shall be amended and
restated in its entirety as follows:


(d)The Administrator agrees that at no time during the
term of this Agreement will the aggregate notional amounts for the then current
calculation period of all outstanding transactions under each Hedge Agreement
then in effect materially mismatch the then Aggregate Loan Balance (i.e., the
difference between the aggregate notional amounts for the then current
calculation period of all outstanding transactions under each Hedge Agreement
then in effect is less than or greater than the Aggregate Loan Balance by five
percent (5%)) after giving effect to each payment of principal on the related
Payment Date. Swap transactions that are entered into on a forward basis that
relate to Advances funded during the then current calculation period are to
be included in the aggregate notional amounts for the then current calculation
period of all outstanding transactions under each Hedge Agreement then in
effect. So long as any Excess Spread Deficiency, Swap Spread Deficiency, Event
of Default or Pending Event of Default is then continuing, neither the
Administrator nor the Borrower may exercise any discretion in selecting the
specific agreements and notional amounts thereof to be terminated or reduced.
In the event that at any time there is a material mismatch (i.e., the difference
between the aggregate notional amounts for the then current calculation period
of all outstanding transactions under each Hedge Agreement then in effect is
less than or greater than the Aggregate Loan Balance by five percent (5%))
between the existing Hedge Agreements and the Aggregate Loan Balance, the Lender
shall have the right in its sole discretion to reduce or increase, as necessary,
the notional amounts, in whole or in part, for all outstanding transactions
under each Hedge Agreement then in effect, based on the respective notional
amounts for current and remaining calculation periods in accordance with the
requirements of this Section 3.7.




(g)    Section 6.1(x) of the Existing Credit Agreement shall be amended and
restated in its entirety as follows:



(x)   each of the PowerCheck® and Note and
Security Agreements, entered into (whether by assignment or otherwise) by the
Seller with respect to any Contract is in substantially the form attached hereto
as Schedule O and Schedule P, respectively, and any changes therefrom related to
any particular Contract are not adverse to the Lender; 




(h)    Section 7.1.1(u) of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:


(u)the Borrower shall (x) cause the Servicer, upon the
Servicer's knowledge of any lapse of insurance, to provide notice to the Obligor
of such lapse and (y) require each Obligor to maintain adequate liability
insurance and casualty insurance covering loss or damage to the Financed Vehicle
described in the related Contract;




(i)    Section 7.1.1(cc) of the Existing Credit Agreement shall be amended
and restated in its entirety as follows:


(cc)in connection with any Obligor refinancing or lease-buy-out of a
Vehicle, the Borrower (x) has verified the vehicle identification number of such
Vehicle and (y) has (1) with respect to a refinancing of a Vehicle, paid the
refinanced amount under the related Contract to the Obligor if the Borrower from
a review of the Obligor's credit application and credit report, (i) has
identified the identity of the prior lender, (ii) has identified the amount
necessary to pay off all amounts to such prior lender so that such prior lender
will discharge any Lien or other interest it may have with respect to the
Financed Vehicle and (iii) caused the Obligor to agree that it shall pay the
payoff amount directly to such prior lender; or, otherwise, pay the refinanced
amount under the Contract directly to the prior lender and (2) with respect to a
lease-buy-out, pay the lease purchase option under the related Contract directly
to the Obligor if the Borrower, from a review of the Obligor's credit
application and credit report, (i) has identified the identity of the lessor,
(ii) has identified the amount necessary to exercise such lease-buy-out and
provide the Obligor with good and marketable title to such motor vehicle free
and clear of all Liens, and (iii) caused the Obligor to agree that it shall pay
the payoff amount directly to such lessor; or, otherwise, pay the lease purchase
option under the Contract directly to the lessor, provided, however, that the
refinancing or lease-buy-out transaction (as the case may be) is originated in
conformity with the PowerCheck® instructions, Eligibility
Criteria, guidelines for completing the PowerCheck®, and other
terms and conditions described in the PowerCheck® applicable to
refinancing or lease-buy-out transaction (as the case may be). 




(j)   The definition of "Contract" in Schedule A of the Existing
Credit Agreement shall be amended and restated in its entirety as follows:


"Contract" means the PowerCheck®, Note and
Security Agreement and each other agreement delivered in connection therewith or
pursuant thereto relating to a Vehicle (together with all amendments,
supplements and other modifications thereto), which was originated by the Seller
and pursuant to which the related Obligor is required to repay the related
Amount Financed in full during the term of such agreement or contract.




(k)   The definition of "Eligible Non-Franchised Dealer" in
Schedule A of the Existing Credit Agreement shall be amended and restated in its
entirety as follows:


"Eligible Non-Franchise Dealer" means (1) CarMax, (2)
Autonation, (3) Enterprise, (4) each other Person mutually agreed upon by the
Lender and the Borrower and (5) sellers of vehicles that are not any of the
foregoing persons and that do not comprise more than five percent (5%) of the
Aggregate Outstanding Balance, in each case (x) approved by the Seller based on
the Non-Franchise Dealer Procedures attached as Exhibit B to the Contribution
and Sale Agreement and (y) a party to a PowerCheck ®.




(l)   the definition of "Credit Facility Limit" in Schedule A of
the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:


"Credit Facility Limit" means an amount equal to One
Billion Dollars ($1,000,000,000).




(m)   The definition of "E-Fund Agreement" as set forth in
Appendix A to the Agreement is hereby deleted in its entirety.



(n)   The definition of "Lender's Percentage" as set forth in the
Third Amendment to the Existing Credit Agreement is hereby amended and restated
in its entirety.


"Lender's Percentage" means, for each
Payment Date, an amount equal to the sum of (A) the product of (w) the quotient
of (i) the Outstanding Balance of all Shared Distribution Receivables as of the
last day of the immediately preceding Monthly Period, divided by (ii) the
Aggregate Outstanding Balance as of the last day of the immediately preceding
Monthly Period, multiplied by (x) fifteen percent (15%); and (B) the product of
(y) the quotient of (i) the Outstanding Balance as of the last day of the
immediately preceding Monthly Period of all Receivables sold to Borrower
beginning on July 1, 2004 divided by (ii) the Aggregate Outstanding Balance as
of the last day of the immediately preceding Monthly Period, multiplied by (z)
eight and one half percent (8.5%).




(o)   The definition of "PowerCheck®" is hereby
added to Schedule A of the Existing Credit Agreement and Schedule A is
hereby amended and supplemented to add the following defined term in appropriate
alphabetical order:


"PowerCheck®" means a draft originated
by the Originator to an Obligor for the purchase (including purchases from a
Dealer or Eligible Non-Franchise Dealer, person-to-person transactions, and
lease buy-out transactions) or refinancing of a vehicle, substantially in the
form of Schedule O to the Existing Credit Agreement.




(p)   The defined term "Receivable File" as set forth in Schedule
A of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:


"Receivable File" means:


(a)with respect to a Contract for the purchase (including, for greater
certainty, a person-to-person purchase) of a Vehicle by the related Obligor,
collectively, the following documents or instruments:


1. the original fully executed Contract
(including, without limitation, each PowerCheck® and Note
and Security Agreement) together with all amendments and modifications
thereto;


2.a true and complete copy of (i) the credit
application of the related Obligor (which may be a hard copy or in an electronic
medium that may be accessed by the Servicer) and (ii) the bill of sale with
respect to Obligors that have a FICO score under 700;


3.if there is a co-signer/co-obligor on the
Contract, a true and complete copy of the duly executed notice to co-signer/co-
obligor delivered to the co-signer/co-obligor as required by law, which notice
is set forth in the related Note and Security Agreement;


4.original fully executed promissory notes and
true and complete copies of all letters of credit, agreements, documents and
instruments relating to, evidencing, securing or guarantying the loan to the
related Obligor;


5.within 240 days after the related Transfer Date
of such Contract, the original Certificate of Title (which may be a hard copy
or, if authorized by applicable law, in an electronic medium that may be
accessed by the Servicer) for the related Financed Vehicle, indicating the
Seller, the Borrower or the Secured Party as the sole lienholder or legal owner
thereof; and


6.any and all other documents (including, without
limitation, all documents required to be provided by Obligors under the
PowerCheck® used in connection with person-to-person purchase
transactions) that the Seller shall keep on file, in accordance with its
customary procedures, relating to the Sold Assets (including, without
limitation, the Receivable and the related Financed Vehicle) or the related
Obligor;




(b)with respect to a Contract for the refinance or lease-buy-out of a
Vehicle by the related Obligor:


1. the original fully executed Contract
(including, without limitation, each PowerCheck® and Note
and Security Agreement or other form of Contract, if applicable) together with
all amendments and modifications thereto;


2.a true and complete copy of (i) the credit
application of the related Obligor (which may be a hard copy or in an electronic
medium that may be accessed by the Servicer) and (ii) the bill of sale with
respect to Obligors that have a FICO score under 700;


3.if there is a co-signer/co-obligor on the
Contract, a true and complete copy of the duly executed notice to co-signer/co-
obligor delivered to the co-signer/co-obligor as required by law, which notice
is set forth in the related Note and Security Agreement;


4.original fully executed promissory notes and
true and complete copies of all letters of credit, agreements, documents and
instruments relating to, evidencing, securing or guarantying the loan to the
related Obligor;


5.within 240 days after the related Transfer Date
of such Contract, the original Certificate of Title (which may be a hard copy
or, if authorized by applicable law, in an electronic medium that may be
accessed by the Servicer) for the related Financed Vehicle, indicating the
Seller, the Borrower or the Secured Party as the sole lienholder or legal owner
thereof; and


6.any and all other documents that the Seller shall keep on file, in
accordance with its customary procedures, relating to the Receivable, the
related Obligor or the related Financed Vehicle, including, without limitation,
any record, in a format acceptable to the Secured Party (e.g., compact disc), of
each draft executed by a prior lender/lienholder setting forth the
acknowledgment by such lender/lienholder of the release of its lien. 





(q)    Schedule I to the Existing Credit Agreement is hereby amended and restated
in its entirety in the form attached hereto as Schedule I.


(r)    Exhibit I-a to the Existing Credit Agreement is hereby deleted in its
entirety.


(s)   Schedule J to the Existing Credit Agreement is hereby amended and restated
in its entirety in the form attached hereto as Schedule J.


(t)   Schedule N to the Existing Credit Agreement is hereby deleted in its
entirety.


(u)   Schedule O to the Existing Credit Agreement is hereby amended and restated
in its entirety in the form attached hereto as Schedule O.



SECTION 3.  Severability.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction. 

SECTION 4.  Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES; PROVIDED, THAT SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. 

SECTION 5.  Miscellaneous.  The Existing Credit Agreement, as
amended hereby, remains in full force and effect.  Any reference to the Existing
Credit Agreement from and after the date hereof shall be deemed to refer to the
Existing Credit Agreement as amended hereby, unless otherwise expressly stated.
This Amendment may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original but all of which shall
constitute together but one and the same agreement. 

SECTION 6.  Representations, Warranties & Covenants.

 (a)  The
Borrower hereby confirms that each of its representations, warranties and
covenants set forth in the Existing Credit Agreement are true and correct as of
the date first written above with the same effect as though each had been made
as of such date, except to the extent that any of such representations,
warranties or covenants expressly relate to earlier dates.  Except as expressly
amended by the terms of this Amendment, all terms and conditions of the Credit
Agreement and the other Credit Documents shall remain in full force and effect
and E-Loan and the Borrower hereby ratify their respective obligations
thereunder. 


 (b) The Borrower confirms that as of the date hereof its obligations under the
Existing Credit Agreement, as amended by this Amendment, and the other Credit
Documents are in full force and effect and are hereby ratified.  The Borrower
represents and warrants that (i) the Termination Date has not occurred and no
Event of Default, or condition or event which, after notice or lapse of time or
both, will constitute an Event of Default, has occurred, (ii) it has the power
and is duly authorized to execute and deliver this Amendment, (iii) this
Amendment has been duly authorized, executed and delivered and constitutes the
legal, valid and binding obligation enforceable against it in accordance with
its terms, (iv) it is and will continue to be duly authorized to perform its
obligations under this Amendment and the other Credit Documents, (v) the
execution, delivery and performance by it of this Amendment does not and will
not require any consent or approval, which has not already been obtained, from
any Governmental Authority, shareholder or any other Person, and (vi) the
execution, delivery and performance by it of this Amendment shall not result in
the breach of, or constitute a default under, any material agreement or
instrument to which it is a party.




SECTION 7.  Amendment of Servicing and Custodian Agreement.
Each of the Servicer and the Custodian acknowledges and consents to the terms
and conditions of this Amendment. 





[Remainder of page intentionally left blank.]


IN WITNESS WHEREOF, the parties have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.

E-LOAN AUTO FUND ONE, LLC, as Borrower





By: :____/s/ Mark Lefanowicz____________

Name:  Mark Lefanowicz

Title:    President





E-LOAN, INC.





By:____/s/ Mark Lefanowicz_____________

Name:  Mark Lefanowicz

Title:    President & COO





MERRILL LYNCH BANK USA, as Lender





By:____/s/ Joseph Magnus________________

Name:  Joseph Magnus

Title:    Director












ACKNOWLEDGED AND AGREED:



SYSTEMS & SERVICES TECHNOLOGIES,

INC., as Servicer and Custodian





By: ___/s/ Kimberly K. Costa_______________

Name:  Kimberly K. Costa

Title Vice President


















SCHEDULE I

FORM OF GENERAL UNDERWRITING CRITERIA

















**Confidential Treatment Requested         



Underwriting Guidelines - Credit/Scoring/Authorities 





Overview - Credit Authorities








	
Introduction

	

Credit Authority will be established for each level by role as defined
below. Authorities are "up to and including" the amounts indicated. Exceptions
to the amounts shown below may be made based upon need and other factors, but
only with concurrence of Credit Risk Management and the General
Manager.





Credit Authorities

 The following table provides the lending limits and allowable
exceptions related to the corresponding role.


[**]

 

 






	
Documentation

of Exceptions

	

All exceptions are required to be documented in detail, in the note section
of APPRO.










Continued on next page       

















**Confidential Treatment Requested         


Credit Authorities, Continued



Role/Exception

                Definitions[**]











	
Additional

Responsibilities

	

Managers should regularly review exceptions and overrides approved by Supervisors/Sr. Analysts.

   During weekend, holiday, off-hour work, or under other special
  circumstances, temporary credit authority may be delegated to qualified
individuals with lesser authority.

 Note: Decisions made during these periods require later concurrence by the
appropriate authority level. 
























**Confidential Treatment Requested         



SCHEDULE J



ELIGIBILITY CRITERIA


 

The following are the eligibility criteria applicable to each
Contract on the applicable Drawdown Date:
[**]




















SCHEDULE O*

FORM OF POWERCHECK®



O-1 -  PowerCheck®  Forms for Purchase from Dealers

O-2 -  PowerCheck®  Forms for Refinancing
Transactions

O-3 -  PowerCheck®  Forms for Lease Buy-Out
Transactions

O-4 -  PowerCheck®  Forms for Person-to-Person
Transactions



*This Exhibit has been omitted in accordance with Item
601 of Regulation S-K, and will be provided upon request.