FY2003 10K Exhibit 10.70





                         Exhibit 10.70 


NINETEENTH MODIFICATION AGREEMENT


THIS NINETEENTH MODIFICATION AGREEMENT (the
"Agreement") is made as of the 25th day of February, 2004,
by and among E-LOAN, INC. (the "Borrower"), and GMAC Mortgage Corporation, a
Pennsylvania corporation ("GMACM"), as successor to all rights, title,
interest and obligations under that certain Master Warehouse Loan Purchase and
Sale Agreement dated as of September 24, 2003 ("Purchase Agreement"),
by and among GMACM and GMAC Bank, a federal savings bank (the "Lender"). 


BACKGROUND



The Borrower and the Lender entered into a Warehouse Credit
Agreement, dated as of November 1, 2001, as amended (as so amended,
the "Warehouse Credit Agreement") pursuant to which the Lender agreed
to make advances (the "Advances") to the Borrower in accordance with
the provisions of the Warehouse Credit Agreement.  All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Warehouse Credit Agreement.



The Advances are evidenced by the Borrower's Fourth Amended
and Restated Note, dated as of May 6, 2003 (the "Note") in the stated
principal amount of $155,000,000 and secured by, among other things, a Warehouse
Security Agreement dated as of November 1, 2001, as amended (as so amended, the
"Warehouse Security Agreement") between the Borrower and the Lender
granting the Lender a security interest in certain of the Borrower's assets.



Pursuant to the Purchase Agreement, GMACM is the successor of all rights,
title, interest and obligations of Lender under the Warehouse Credit Agreement
and Collateral Documents.


The Borrower has requested that GMACM make certain
modifications to the terms of the Warehouse Credit Agreement, and GMACM has
agreed to such modification, subject to the terms and conditions of this
Agreement.


 

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:


1.Warehouse Credit Agreement.  The Warehouse Credit Agreement
is hereby amended as follows:


(a)The definition of
"Commitment" contained in Section 1.01 of the Warehouse Credit
Agreement shall be amended to read in full as follows:


""Commitment" shall mean the
obligation of the Lender to make Advances in an aggregate principal amount
outstanding at any time not to exceed $75,000,000, or such other amount as
Lender, in its sole discretion, may determine from time to time."





(b)The definition of "Expiry Date " contained in Section 1.01 of the
Warehouse Credit Agreement is revised as follows:

""Expiry Date" shall mean the earlier
of (i) March 31, 2005, as such date may be extended upon mutual agreement
between the Borrower and the Lender from time to time, and (ii) the date that is
120 days after the date on which the Lender shall have given the Borrower the
notice referred to in Section 9.13 hereof."




(c)Section 2.01 of the Warehouse Credit Agreement is
amended to read in full as follows:


"2.01Commitment.  Subject to and upon the terms
and conditions set forth herein, the Lender agrees, at any time and from time to
time prior to the Expiry Date (or such earlier date as the Commitment shall have
been terminated pursuant to the terms hereof), to make an advance or advances
(each an "Advance" and, collectively, the "Advances") to the Borrower, which
Advance:  (i) shall be made at any time and from time to time in accordance
with the terms hereof on and after the Effective Date and prior to the Expiry
Date; (ii) shall bear interest as provided in Section 2.07;
(iii) may be prepaid and reborrowed in accordance with the provisions
hereof; and (iv) shall be made against the pledge by the Borrower of
Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible
HELOCs/Second Mortgage Loans or Liquid Assets as Collateral for such Advance as
provided herein and in the Warehouse Security Agreement; provided,
however, that (1) the aggregate principal amount of Advances outstanding
at any time shall not exceed the lesser of (x) the Commitment and (y) an amount
equal to: the Borrowing Base, at such time minus (b) $1,000,000, (2) the
aggregate principal amount of Advances outstanding at any time secured by
Mortgage-backed Securities shall not exceed 0% of the Commitment, (3) the
aggregate principal amount of Wet Advances outstanding at any time shall not
exceed 40% of the Commitment, (4) the aggregate principal amount of Advances
outstanding at any time secured by Jumbo Loans shall not exceed 40% of the
Commitment, (5) the aggregate principal amount of Advances outstanding at any
time secured by Eligible Nonconforming Mortgage Loans shall not exceed
$5,000,000 (the "Nonconforming Commitment"), (6) the aggregate
principal amount of Advances outstanding at any time secured by Credit A- Loans
shall not exceed 100% of the Nonconforming Commitment, (7) the aggregate
principal amount of Advances outstanding at any time secured by Credit B Loans
shall not exceed 100% of the Nonconforming Commitment, (8) the aggregate
principal amount of Advances outstanding at any time secured by Credit C Loans
shall not exceed 40% of the Nonconforming Commitment, (9) the aggregate
principal amount of Advances outstanding at any time secured by Credit D Loans
shall not exceed 10% of the Nonconforming Commitment, (10) the aggregate
principal amount of Advances outstanding at any time secured by Eligible HELOCs
and Second Mortgage Loans shall not exceed $30,000,000 (the "HELOC Commitment"),
(11) the aggregate principal amount of Advances outstanding at any time secured
by HLTV Loans shall not exceed $5,000,000 (the "HLTV Commitment"), and (12) the
aggregate principal amount of Advances outstanding at any time secured by
Eligible Nonconforming Mortgage Loans, HLTV Loans, Eligible HELOCs and Second
Mortgage Loans shall not exceed $40,000,000."




(d)Section 4.02(r) of the Warehouse
Credit Agreement is hereby deleted in its entirety.



(e)Section 4.02(s) of the Warehouse Credit Agreement is
hereby deleted in its entirety.



(f)Section 4.02(t) of the Warehouse Credit Agreement is
amended to read in full as follows:


"(t) if on any date the aggregate principal amount of
Advances secured by Eligible HELOCs and Second Mortgage Loans exceeds
$30,000,000, the Borrower shall immediately prepay the principal of Advances
secured by Eligible HELOCs and Second Mortgage Loans in an aggregate amount
equal to such excess."





(g)Section 4.02(u) of the Warehouse Credit Agreement is
amended to read in full as follows:


"(u) if on any date the aggregate principal amount of
Advances secured by HLTV Loans exceeds $5,000,000, the Borrower shall
immediately prepay the principal of Advances secured by HLTV Loans in an
aggregate amount equal to such excess."





(h)Section 4.02(v) of the Warehouse Credit Agreement is
amended to read in full as follows:


"(v) if on any date the aggregate principal amount of
Advances secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Second
Mortgage Loans and Eligible HELOCs exceeds $40,000,000, the Borrower shall
immediately prepay the principal of Advances secured by Eligible Nonconforming
Mortgage Loans, HLTV Loans, Second Mortgage Loans and Eligible HELOCs in an
aggregate amount equal to such excess."





(i)Section 8.09 of the Warehouse Credit Agreement is
amended to read in full as follows:
"8.09Minimum Adjusted Tangible Net Worth. The
Borrower will not permit its Adjusted Tangible Net Worth at any time during any
fiscal year to be less than $40,000,000."





2.References to Credit Documents.  Upon the effectiveness of this
Agreement:


(a)Each reference in the Warehouse Credit
Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each
reference in the Restated Note and the Warehouse Security Agreement to the
Warehouse Credit Agreement, shall mean and be a reference to the Warehouse
Credit Agreement as amended hereby;


(b)Each reference in the Warehouse Credit
Agreement and the Warehouse Security Agreement to the Note shall mean and be a
reference to the Restated Note; and



(c)Each reference in the Warehouse Credit
Agreement and the Note to the Warehouse Security Agreement shall mean and be a
reference to the Warehouse Security Agreement as amended hereby.






 

3.Ratification of Documents.


(a)Except as specifically amended herein or
amended and restated in the Restated Note, the Warehouse Credit Agreement, the
Note and the Warehouse Security Agreement shall remain unaltered and in full
force and effect and are hereby ratified and confirmed.


(b)The execution, delivery and effectiveness of
this Agreement and the Restated Note shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lender under
the Warehouse Credit Agreement, the Note or the Warehouse Security Agreement nor
constitute a waiver of any default or Event of Default under the Warehouse
Credit Agreement, the Note or the Warehouse Security Agreement.




4.Representations and Warranties.  The
Borrower hereby certifies that (i) the representations and warranties which it
made in the Warehouse Credit Agreement and the Warehouse Security Agreement are
true and correct as of the date hereof and (ii) no Event of Default and no event
which could become an Event of Default with the passage of time or the giving of
notice, or both, under the Note, the Warehouse Credit Agreement or the Warehouse
Security Agreement exists on the date hereof.


5.Miscellaneous.


(a)This Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to
principles of conflicts of laws and shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns.


(b)This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


(c)This Agreement is intended to take effect as a document under
seal.




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


	
E-LOAN, INC. 
	 	
Attorney-In-Fact for GMAC MORTGAGE
                CORPORATION





	
By: /s/ Matt Roberts

                      CFO
	 	
By:
	
/s/  William Dentinger

                William Dentinger

                Risk Manager